Current Report No. 90/2009
2009.10.20 14:57
Convening of the Extraordinary General Shareholders Meeting of PGNiG S.A. to Be
Held on November 19th 2009
Current Report No. 90/2009, dated October 20th 2009
Acting pursuant to Art. 399.1 of the Commercial Companies Code and Par. 47.1.1 of the
Company’s Articles of Association, the Management Board of Polskie Górnictwo Naftowe
i Gazownictwo Spółka Akcyjna of Warsaw hereby convenes an Extraordinary General
Shareholders Meeting of PGNiG S.A. under Art. 4021.1 of the Commercial Companies Code,
to be held on November 19th 2009, at 12.00hrs noon, at the registered office of the
Company at ul. Marcina Kasprzaka 25 in Warsaw, Poland.
Agenda for the Meeting:
1. Opening of the Meeting,
2. Election of the Chairperson for the Meeting,
3. Confirmation that the Meeting has been duly convened and has the capacity to adopt
resolutions,
4. Preparation of the attendance list,
5. Adoption of a resolution to grant approval for the establishment by PGNiG of a new
Company PGNiG Energia S.A. with registered office in Warsaw and share capital of
PLN 5,000,000.00, and for the acquisition by PGNiG of the newly created ordinary
shares in PGNiG Energia S.A. of Warsaw,
6. Adoption of a resolution concerning the use of capital reserves designated as Central
Restructuring Fund for one-off payments (termination benefits) to 26 former
employees of ZUN Naftomet Sp. z o.o. of Krosno,
7. Closing of the Meeting.
A shareholder or shareholders representing at least 1/20 of the Company’s share capital may
request certain items to be included in the Meeting’s agenda. Any such request in the Polish
language should be sent to the Company in writing, or in the electronic form to the following
e-mail address: wz@pgnig.pl. The request should contain grounds or draft resolutions
concerning the proposed agenda items and should be submitted to the Company’s
Management Board not later than 21 days before the planned date of the General
Shareholders Meeting. The requesting shareholder(s) should prove their entitlement to
exercise this right by presenting relevant documents in the written form.
A shareholder or shareholders representing at least 1/20 of the Company’s share capital
may, before a General Shareholders Meeting, submit to the Company in writing, or in the
electronic form to the e-mail address wz@pgnig.pl., draft resolutions concerning items which
have been or are to be entered on the agenda of the Company’s General Shareholders
Meeting. Such draft resolutions should be in the Polish language, in the form of a Word file.
The shareholders should prove their entitlement to exercise this right by presenting relevant
documents in the written form.
During the Company’s General Shareholders Meeting, each shareholder may submit draft
resolutions concerning the items on the agenda. Such draft resolutions should be in the
Polish language.
Shareholders may participate in the General Shareholders Meeting in person or by proxy.
Pursuant to Art. 4121.2 of the Commercial Companies Code, a power of proxy allowing to
participate in a general shareholders meeting of a public company and to exercise the right
of voting must be granted in writing or in the electronic form. The power of proxy should be in
the Polish language and may be sent to the Company prior to the General Shareholders
Meeting in electronic form as a PDF file to the e-mail address: wz@pgnig.pl.Given the fact that the Company does not provide for the possibility of participation in the
General Shareholders Meeting using means of electronic communication (including speaking
at the General Shareholders Meeting using means of electronic communication) or of
exercising the voting rights by correspondence, no proxy forms will be published.
Representatives of legal persons should have on them the original or a copy (certified as true
by a Notary Public) of an excerpt from the relevant register (issued within the last three
months), and if their right to represent the legal person does not follow from the relevant
register entry – they should have on them written power of proxy (the original or a copy
certified as true by a Notary Public) along with the original or a copy (certified as true by a
Notary Public) of the excerpt from the relevant register which must be valid for the date of
granting the power of proxy.
Shareholders and proxies should have on them a document confirming their identity.
The record date for participation in the General Shareholders Meeting is November 3rd 2009.
Only these persons who are shareholders on the record date, i.e. sixteen days before the
planned date of the general shareholders meeting, will have the right to participate in the
General Shareholders Meeting.
Any person entitled to participate in the General Shareholders Meeting may obtain the full
text of the documentation which is to be presented to the General Shareholders Meeting, as
well as the draft resolutions or commentaries by the Management Board or the Supervisory
Board, at the Company’s registered office in Warsaw, ul. Marcina Kasprzaka 25, the SCADA
building, 2nd floor, room 216 (Biuro Prezydialne (The Presidium Office)), from 9am to 4pm,
starting from November 12th 2009; in compliance with Art. 407.1 of the Commercial
Companies Code, the list of shareholders entitled to participate in the Extraordinary General
Shareholders Meeting of PGNiG S.A. will also be made available in the same location.
Information concerning the General Shareholders Meeting will be available on the
Company’s website at: www.pgnig.pl in the bookmark: General Meeting – Shareholder’s
Information).
In order to make sure that the General Shareholders Meeting of PGNiG S.A. proceeds
smoothly, the Company’s Management Board is requesting all participants to arrive at the
meeting about 30 minutes before the scheduled time of its commencement.
