Current Report No. 87/2007
2007.11.07 18:20
Convening of the Extraordinary General Shareholders Meeting of PGNiG SA to be held on December 13th 2007Current Report No. 87/2007 dated November 7th 2007The 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 and Par. 22.1 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 13th 2007, at 12am, at the registered office of Polskie Górnictwo Naftowe i Gazownictwo SA, at ul. 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 approving the execution of Annex 1 to the “Programme for Employment Restructuring and Spin-Off of Certain Functions from the PGNiG Group in 2005–2007",6) Adoption of a resolution approving the extension of the period for maintaining the capital reserve “Central Restructuring Fund for 2005–2007" until December 31st 2008,7) Adoption of a resolution on a share capital increase at Distribution System Operators by contributing non-current assets in the form of the transmission and distribution grid components excluded from lease – stage 1,8) Adoption of a resolution approving the disposal, in a tender procedure, of non-current assets of the currently constructed Toruń – Lisewo high - pressure pipeline, 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), 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. Kasprzaka 25, the SCADA building, 2nd floor, room 216 (Biuro Spółki), between 9am and 4pm on business days, by December 5th 2007. 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). Any deposit certificate compiled or issued in breach of Article 10, Clause1, 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.
