Current Report No. 86/2008
2008.11.07 17:12
Convening of the Extraordinary General Shareholders Meeting of PGNiG SA to be held on December 11th 2008
Current Report No. 86/2008 of November 7th 2008
The Management Board of Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna, registered office in Warsaw, acting pursuant to Art. 399.1 of the Commercial Companies Code and Par. 47.1.1 of the Company’s Articles of Association, hereby convenes the Extraordinary General Shareholders Meeting of PGNiG SA in accordance with Art. 402.1 of the Commercial Companies Code. The Meeting shall be held on December 11th 2008, at 12am, at the registered office of Polskie Górnictwo Naftowe i Gazownictwo SA, at ul. Marcina Kasprzaka 25, Warsaw, Poland.
Agenda for the Meeting:
1. Opening of the Meeting,
2. Election of the Chairman of 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 concerning use of the capital reserve designated as Central Restructuring Fund for one-off payments (redundancy payments) to the former employees of ZUN Naftomet Sp. z o.o. of Krosno and Geovita Sp. z o.o. of Warsaw,
6. Adoption of a resolution concerning the Programme for Streamlining of Employment and Redundancy Payments to the Employees of the PGNiG Group for 2009 – 2011 (phase III), together with the appendices,
7. Adoption of a resolution concerning extension of the term of existence of the Company’s capital reserve designated as Central Restructuring Fund,
8. Miscellaneous,
9. Closing of the Meeting.
Furthermore, the Management Board of the Company hereby announces that, pursuant to Article 9 of the Act on Trading in Financial Instruments of 29 July 2005 (Dz.U. No. 183, item 1538 with further amendments), the Shareholders Meeting may be attended by those shareholders who submit to the Company, not later than a week prior to the date of the Shareholders Meeting, a written deposit certificate issued in the name of the holder by the entity maintaining the securities account.
The certificates should be submitted at the Company’s registered office in Warsaw, at ul. Marcina Kasprzaka 25, the SCADA building, 2nd floor, room 216 (Biuro Prezydialne), between 9am and 4pm on business days, by December 3rd 2008. Pursuant to Article 407.1 of the Commercial Companies Code, the list of shareholders entitled to participate in the Annual General Shareholders Meeting of PGNiG SA will be available for inspection at the same place and time.
The deposit certificate to be submitted to the Company prior to the Annual Shareholders Meeting must be issued in accordance with Article 10 of the Act on Trading in Financial Instruments of 29 July 2005 (Dz.U. No. 183, item 1538 with further amendments). Any deposit certificate compiled or issued in breach of Article 10, Clause 1, sub-clauses 1-3, 6, 8, 10, 12 or Clause 2 of the said Article shall be null and void.
Shareholders may participate in the General Shareholders Meeting in person or by proxy. The powers of proxy should be granted in writing under pain of nullity.
Proxies of legal persons should have an excerpt from the relevant register (either original or a copy certified by a notary public), not older than three months, and if their authorisation to represent the legal person is not evident from the register, they should have written powers of proxy (either original or a copy certified by a notary public) and a copy of an excerpt from the relevant register (either original or a copy certified by a notary public) valid as at the date of issue of the power-of-attorney.
Shareholders and proxies should have an identity document.
In order to ensure smooth proceedings of the Annual Shareholders Meeting of PGNiG SA, the Company’s Management Board requests the shareholders to kindly arrive at the venue of the Meeting approx. 30 minutes before the scheduled opening time.
