Warsaw, September 2nd 2022
Notice of Extraordinary General Meeting of PGNiG SA to be held on
October 10th 2022
Current Report No. 50/2022
Acting pursuant to Art. 399.1 in conjunction with Art. 398 of the
Commercial Companies Code and Art. 47.1.1 of the Articles of
Association, the Management Board of Polskie Górnictwo Naftowe i
Gazownictwo Spółka Akcyjna of Warsaw (“PGNiG S.A.” or the “Company”),
with its registered office at M. Kasprzaka str. 25, 01-224 Warsaw,
Poland, entered in the Business Register maintained by the District
Court for the capital city of Warsaw, 13th Commercial Division of the
National Court Register, under No. KRS 0000059492, Tax Identification
Number (NIP) 525-000-80-28, with a share capital of PLN
5,778,314,857.00, paid up in full, convenes the Extraordinary General
Meeting of PGNiG S.A. to be held at 12.00 noon on October 10th 2022 at
the registered Company office at Marcina Kasprzaka str. 25, Warsaw,
Poland.
I. Agenda of the General Meeting
1. Opening of the Meeting.
2. Appointment of Chair of the Meeting.
3. Confirmation that the General Meeting has been duly convened and has
the capacity to pass resolutions.
4. Preparation of the attendance list.
5. Adoption of the agenda.
6. Voting on resolutions to merge Polski Koncern Naftowy ORLEN S.A. and
the Company as well as to approve proposed amendments in the Articles of
Association of Polski Koncern Naftowy ORLEN S.A.
7. Closing of the Meeting.
II. Right to attend and the record date for participation in the General
Meeting
The General Meeting may only be attended by persons who are Company
shareholders as at the record date, i.e. 16 days prior to the date of
the General Meeting.
The record date for participation in the General Meeting is September
24th 2022.
The list of persons entitled to participate in the General Meeting is
drawn up by the Company based on records prepared by the Central
Securities Depository of Poland in accordance with the laws and
regulations on trading in financial instruments.
At the request of the holder of rights under bearer shares in book-entry
form, made no earlier than after the publication of the notice convening
the General Meeting and no later than on the first weekday following the
record date for participation in the General Meeting, the entity
maintaining the securities account issues a certificate to the holder’s
name evidencing the holder’s right to participate in the General
Meeting. With respect to shares registered in an omnibus account, a
certificate confirming the right to participate in the General Meeting
may be prepared in Polish or English and may be issued by the holder of
such omnibus account. Shareholders are recommended to collect the
certificate and have it on them at the General Meeting.
III. Procedures for participating in the General Meeting and exercising
voting rights
Shareholder(s) representing at least one-twentieth (1/20) of the share
capital may request that specific matters be placed on the agenda of the
General Meeting. Such request should be submitted at the Company’s
registered office or sent in writing, in the Polish language, to the
Company’s Management Board to the following address: Zarząd PGNiG S.A,
M. Kasprzaka str. 25, 01-224 Warsaw, Poland, or in electronic form to
[email protected], and should contain a statement of grounds for or a draft of
a resolution concerning the proposed agenda item. The request should be
submitted to the Management Board no later than 21 days before the
scheduled date of the General Meeting. The request should be accompanied
by copies of deposit certificates issued to the requestors’ names by
entities keeping the securities accounts, confirming the right to make
the request and, as the case may be, the right to represent the entity
making the request.
Company shareholder(s) representing at least one-twentieth (1/20) of the
share capital may, before the date of the General Meeting, submit draft
resolutions regarding matters placed or intended to be placed on the
agenda of the General Meeting. Such request should be submitted at the
Company’s registered office or sent in writing to the Company’s
Management Board to the following address: Zarząd PGNiG S.A., M.
Kasprzaka str. 25, 01-224 Warsaw, Poland, or by email to [email protected]
Such draft resolutions should be in the Polish language, in the form of
a Word file. The request should be accompanied by copies of deposit
certificates issued to the requestors’ names by entities keeping the
securities accounts, confirming the right to make the request and, as
the case may be, the right to represent the entity making the request.
During the Company’s General Meeting, each shareholder may propose draft
resolutions concerning the items placed on the agenda. Such draft
resolutions should be prepared in the Polish language.
Shareholders may participate in the General Meeting in person or by
proxy. A power of proxy to participate in the General Meeting of a
public company and exercise voting rights should be given in written or
electronic form. The language of the power of proxy should be Polish. It
may be sent to the Company prior to the General Meeting in electronic
form as a PDF file to: [email protected]
Shareholders may notify the Company of granting or revoking a power of
proxy given in electronic form, as well as send the contents of the
documents.
Pursuant to Art. 4023 of the Commercial Companies Code, the forms
enabling the exercise of voting rights by proxy will be posted on the
Company’s website at www.pgnig.pl in the Corporate Governance – General
Meetings section. Using the forms is optional, and the Company does not
check whether proxies exercise voting rights in accordance with the
instructions provided in the form.
The Company does not provide for the possibility of participating in the
General Meeting by means of electronic communication (including speaking
at the General Meeting by means of electronic communication), or of
exercising voting rights by postal ballot or by means of electronic
communication.
During the General Meeting, each shareholder has the right to ask
questions concerning the matters placed on the agenda of the General
Meeting.
Representatives of legal persons should have on them the original or a
copy (certified 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 powers of proxy (the original
or a copy certified by a notary public) along with the original or a
copy (certified by a notary public) of the excerpt from the relevant
register which must be valid as at the date of granting the power of
proxy.
All shareholders and proxies should carry a valid identity document.
IV. Access to documents relating to the General Meeting
The complete documents to be presented to the General Meeting and draft
resolutions or comments from the Management or Supervisory Boards
concerning matters which have been or are to be placed on the agenda
prior to the date of the General Meeting are available at www.pgnig.pl
in the Corporate Governance – General Meetings section.
Persons entitled to participate in the General Meeting may obtain copies
of motions concerning all matters placed on the agenda within a week
prior to the General Meeting, i.e. from October 3rd 2022, at the
Company’s registered office in Warsaw, M. Kasprzaka 25 str., SCADA
building, 2nd floor, room 213 (Governing Bodies Support Team), between
9.00 am and 3.00 pm.
In accordance with Art. 407.1 of the Commercial Companies Code, the list
of shareholders entitled to participate in the General Meeting will be
available for inspection at the Company’s registered office in Warsaw
for three weekdays prior to the date of the General Meeting, i.e. as of
October 5th 2022.
Information concerning the General Meeting and the full text of the
documents to be presented to the General Meeting will be available on
the Company’s website at www.pgnig.pl in the Corporate Governance –
General Meetings section.
To ensure smooth proceedings of the General Meeting of PGNiG S.A., it is
advisable to arrive at the venue of the Meeting approximately 30 minutes
before its scheduled start time.
V. Information clause for PGNiG S.A. shareholders who are natural
persons, proxies and representatives of shareholders
1) The controller of your personal data is Polskie Górnictwo Naftowe i
Gazownictwo Spółka Akcyjna of Warsaw (PGNiG), with its registered office
at Marcina Kasprzaka str. 25, 01-224, Warsaw, Poland.
2) You may contact PGNiG by letter sent to the following address:
Polskie Górnictwo Naftowe i Gazownictwo S.A., Marcina Kasprzaka str. 25,
01-224 Warsaw, Poland.
3) PGNiG has appointed a data protection officer, who can be contacted
via email [email protected] on any matter regarding the processing of
personal data.
4) Your personal data is obtained from the Central Securities Depository
of Poland, with its registered office in Warsaw (Książęca str. 4, 00-498
Warsaw, Poland), and is also provided by shareholders, their proxies and
representatives, in particular in connection with the need to prove
their right to participate in the General Meeting of PGNiG.
5) Your personal data will be processed:
a) in the performance of PGNiG’s public obligations related to the
holding of the General Meeting, including in particular the obligations
under the Commercial Companies Code – the legal basis for data
processing is the legal obligation placed on PGNiG (Article 6(1)c of
General Data Protection Regulation No 2016/679 (GDPR));
b) to establish or pursue potential claims or to defend such claims by
PGNiG – the legal basis for data processing is legitimate interest of
PGNiG (Article 6(1)f of the GDPR);the legitimate interest of PGNiG is
enabling the establishment, pursuit or defence of legal claims.
6) Your personal data may be transferred to entities providing services
to PGNiG, such as legal or accounting service providers, as well as IT
system and IT service providers. Where appropriate, access to your
personal data may be granted to entities authorised under the laws of
general application.
7) Your personal data will be processed for the period necessary to
perform the obligations referred to in item. 5 a) above, in particular
the obligations related to the keeping of a book of minutes to which an
extract from the minutes is attached along with evidence of convening
the General Meeting and copies of powers of attorney granted by
shareholders. The period of processing may each time be extended by the
statutory limitations period if the processing of personal data proves
necessary for the pursuit or defence of legal claims, if any, by PGNiG.
8) You have the right to access your data, to demand that it be
rectified or erased, to demand restriction of its processing, and to
object to its processing.
9) You also have the right to lodge a complaint with the supervisory
authority competent for the protection of personal data (Prezes Urzędu
Ochrony Danych Osobowych (President of the Office of the Protection of
Personal Data), Stawki str. 2, 00-193 Warsaw, Poland), if you consider
that the processing of your personal data is an infringement of the GDPR.
10) Provision of data is required by law and by PGNiG in order to enable
participation in the General Meeting and exercise of voting rights.
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