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SHAREHOLDERS SUBMIT AMENDMENTS TO RESOLUTION DRAFTS...

SHAREHOLDERS SUBMIT AMENDMENTS TO RESOLUTION DRAFTS OF THE GENERAL SHAREHOLDERS’ MEETING CONVENED AT 18 JUNE 2021

11/06/2021 18:33

Current report 27/2021

The Management Board of Polenergia S.A. (“Issuer”) acting pursuant to § 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, No. item 757) and in reference to current report No. 21/2021, 22/2021, 24/2021 and 25/2021, hereby reports that on 11 June 2021, it received a request from shareholders jointly controlling the Issuer, i.e. Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited (hereinafter jointly referred to as the “Shareholders”) pertaining to amendments in drafts of resolutions of the General Ordinary Shareholders’ Meeting convened at 18 June 2021 (hereinafter: “GSM”), (“Request”). The request was submitted pursuant to the provisions of Art. 401 Par. 4 of the Polish Code of Commercial Companies. The amendments proposed by the Shareholders refer to the resolution drafts concerning:

1. resolution on amendments in the Company’s Articles of Association for the purpose of authorising the Company’s Management Board to increase the share capital as part of the target capital along with the possibility of excluding, by the Management Board of the Company, of the pre-emptive right to shares issued as part of the target capital fully or in part upon the consent of the Supervisory Board: Section 18 of the agenda of the GSM;

2. resolution on amendments in the Company’s Articles of Association: Section 19 of the agenda of the GSM;

3. resolution on amendments in the Company’s Articles of Association pertaining to granting the Shareholders with individual rights to appoint members of the Management Board and the Supervisory Board of the Company and amendments in other provisions of the Company’s Articles of Association: Section 20 of the agenda of the GSM.

Drafts included in the Request replace the drafts submitted by the Shareholders in the request for inclusion of specific items in the agenda of the GSM of28 May 2021.

The request, together with the proposals of amended resolution drafts and the opinion of the Issuer’s Management Board constitute schedules hereto.

Legal basis: § 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, item 757).

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