Rules of Operation

The rules of operation of the Company’s General Meeting and its powers are included in the Company’s Articles of Association and in the Regulations of the General Meeting of TAURON Polska Energia S.A. posted on the Company’s website http://www.tauron-pe.pl/.

The General Meeting is convened by making an announcement on the Company’s website and in the manner defined in the current information reported by public companies. In case the General Meeting is convened by an entity or body other than the Management Board according to the Commercial Company Code, and convening a General Meeting requires cooperation with the Management Board, the Management Board is obliged to perform all the actions defined by the pertinent legal regulations in order to call, organise and conduct a General Meeting in the Company’s registered office or in Warsaw.

 

The Supervisory Board Chairperson opens the General Meeting. If he or she is absent, the following persons are authorised to open the General Meeting in the following order: Supervisory Board Deputy Chairperson, President of the Management Board, a person appointed by the Management Board or a shareholder who registers shares authorising it to exercise the largest number of votes at the General Meeting. Subsequently, the General Meeting’s Chairperson is selected from among the persons authorised to participate in the General Meeting.

The General Meeting adopts resolutions regardless of the number of shares in attendance unless the Commercial Company Code or Articles of Association state otherwise. The General Meeting may adjournment with a two-thirds majority. In total, the breaks cannot exceed 30 days.

In accordance with the Company’s Articles of Association, the following issues listed in the table below require a General Meeting resolution.

Table no 9. Powers of the General Meeting

Issues requiring a General Meeting resolution as at 31 December 2015 and on the date of this report
1 examination and approval of the financial statements for the previous financial year and the Management Board report on the Company’s operations
2 give a discharge on the fulfilment of duties by members of the Company’s governing bodies
3 profit distribution and coverage of loss
4 appointment and dismissal of Supervisory Board members
5 suspension of Management Board members
6 establishing non-executive compensation rules for Supervisory Board members, subject to § 29 item 4 of the Company’s Articles of Association
7 disposal and lease of the Company’s enterprise or an organised part thereof as well as establishing a limited proprietary right thereon
8 having the Company conclude a credit, loan, surety agreement or any other similar agreement with a Management Board or Supervisory Board member, a commercial proxy, liquidator or for any of these persons. Granting a loan, surety or any other similar agreement with a Management Board or Supervisory Board member, a commercial proxy, a liquidator or to any of those persons
9 increasing and decreasing the Company’s share capital
10 issue of convertible bonds or priority bonds and registered securities or bearer securities authorising its holder to subscribe for or acquire shares
11 purchasing treasury stock in cases required by the Commercial Company Code
12 compulsory redemption of shares pursuant to Article 418 of the Commercial Company Code
13 creating, using and liquidating reserve capital accounts
14 using supplementary capital
15 provisions for claims to repair damages caused when setting up the Company or in its management or supervision
16 merger, transformation and split up of the Company
17 redemption of shares
18 amendment to the Articles of Association and change of the scope of the Company’s operations
19 Company’s dissolution and liquidation

The table below presents a description of the rights of Company shareholders associated with the General Meeting, in accordance with the Company’s Articles of Association, the Commercial Company Code and the Regulations of the General Meeting of TAURON Polska Energia S.A.

Table no. 10 Description of shareholder rights associated with the General Meeting

No. Shareholder rights Description of shareholder rights
1. Convene the General Meeting A shareholder or shareholders representing at least one twentieth of the share capital may demand the convening of an Extraordinary General Meeting. Such a demand should include a concise justification. It may be submitted to the Management Board in writing or in electronic form, to the Company’s e-mail address designated by the Company on its website in the “Investor Relations” tab. Shareholders representing at least one half of the share capital or at least one half of all the votes may convene an Extraordinary General Meeting and appoint the General Meeting Chairman.
2. Insert issues on the General Meeting agenda Shareholders representing at least one twentieth of the share capital may demand the insertion of certain issues on the upcoming General Meeting agenda. Such a demand, including a justification or a draft resolution on the proposed agenda item should be submitted to the Management Board no later than 21 days before the General Meeting date in electronic form to the Company’s e-mail address, or in writing to the Company’s address.
3. Review the record of shareholders Shareholders may review the record of shareholders in the Company’s registered office during the three business days directly preceding the General Meeting. Shareholders may ask for this record to be sent to them free of charge by electronic mail, by providing the address to which it should be sent.
4. Participate in the General Meeting The right to participate in a General Meeting is vested only in persons who are shareholders sixteen days before the General Meeting date (date of registration in the General Meeting). In order to participate in a General Meeting shareholders should submit a request to issue a certificate addressed in their name concerning the right to participate in a General Meeting to the investment firm running their securities account. This request should be submitted no earlier than one day after the announcement on convening a General Meeting and no later than on the first business day following the day of registering participation in the General Meeting.
5. Represent a shareholder by proxy Shareholders may participate in a General Meeting and vote personally or by proxy. Persons co-authorized to shares may participate in a General Meeting and vote only by joint proxy. The proxy may represent more than one shareholder and vote differently on each shareholder’s shares.
6. Elect the General Meeting Chairman Shareholders select the Chairperson from among persons authorised to participate in a General Meeting. Each participant in a General Meeting has the right to submit one candidate. The Chairperson is elected by secret ballot with an absolute majority of votes. If only one candidate is registered, the election may take place by acclamation.
7. Appoint the Returning Committee Each Shareholder submits no more than three candidates to the Returning Committee selected by the General Meeting and vote for a maximum of three candidates.
8. Submit a draft resolution Until closing the discussion on a certain agenda item, shareholders are authorised to submit proposed changes to the wording of a draft resolution to be adopted by the General Meeting under a given agenda item or to put forward his/her own draft resolution. Proposed changes and draft resolutions may be submitted in writing to the Chairperson or orally for inclusion in the minutes.
9. Raise objections Shareholders who vote against a resolution, if adopted by the General Meeting, and who want to submit an objection do so immediately after the announcement of the voting results by raising their objection and demand its inclusion in the minutes before proceeding to the next agenda item. If they raise an objection at a later time though no later than before closing the General Meeting, the shareholders should designate the resolution adopted by the General Meeting to which they wish to object. Shareholders raising an objection against a General Meeting resolution may submit a concise justification of their objection for inclusion in the minutes of the General Meeting.