Current reports
Current report no. 8/2019
A request of shareholders to supplement the agenda of the Extraordinary General Meeting of the Company convened for March 29, 2019
Legal basis:
Art. 56 item 1 point 2 of the Public Offering Act – current and periodic information
Contents of the report:
Zespół Elektrowni „Pątnów-Adamów-Konin” Spółka Akcyjna („Company”) informs about receiving from the following shareholders of the Company:
- Aviva Otwarty Fundusz Emerytalny Aviva Santander, managed and represented by Aviva Powszechne Towarzystwo Emerytalne Aviva Santander SA;
- Nationale Nederlanden Otwarty Fundusz Emerytalny, managed and represented by Nationale Nederlanden Powszechne Towarzystwo Emerytalne SA and
- Otwarty Fundusz Emerytalny PZU „Złota Jesień”, managed and represented by Powszechne Towarzystwo Emerytalne PZU SA,
representing a total of 22.9% of the share capital of the Company ("Shareholders") - requests pursuant to art. 401 §1 and art. 385 § 3 of the Commercial Companies Code, put on the agenda of the Extraordinary General Meeting ("NWZ") convened for March 29, 2019 (current report No. 6/2019) of the following matters:
1) Election of the members of the Supervisory Board of the Company by voting in separate groups pursuant to art. 385 §3-9 of the Commercial Companies CodePokaż więcejPokaż mniej
a) Election of the members of the Supervisory Board of the Company by voting in separate groups;
b) Appointment of other members of the Company's Supervisory Board.
2) Adoption of a resolution regarding the remuneration for members of the Company's Supervisory Board.
In the justification of the motion to point 1, the Shareholders stated that the election of Supervisory Board members by voting in separate groups results from the need to enable the Shareholders to obtain their representative in the Supervisory Board of the Company. In the justification of the motion to point 2, the Shareholders indicated that if a member of the Supervisory Board was elected by voting in separate groups, the Supervisory Board was appointed and the mandates of the existing members of the Supervisory Board expired. Therefore, it is also reasonable to regulate matters related to the collection of remuneration by members of the new Supervisory Board of the Company.
After taking into account the above Shareholders' motion, the new agenda of the Extraordinary General Meeting of Shareholders is as follows:
1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary General Meeting.
3. Confirmation of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions.
4. Adoption of the agenda.
5. Adoption of the resolution regarding the merger of ZE PAK SA with PAK–VOLT SA with its headquarters in Warsaw.
6. Changes in the composition of the Supervisory Board of the Company.
7. Election of the members of the Supervisory Board of the Company by voting in separate groups pursuant to art. 385 §3-9 of the Commercial Companies Code;
a) Election of the members of the Supervisory Board of the Company by voting in separate groups;
b) Appointment of other members of the Company's Supervisory Board.
8. Adoption of a resolution regarding the remuneration for members of the Company's Supervisory Board.
9. Adoption of a resolution regarding coverage of the costs of the Extraordinary General Meeting by Zespół Elektrowni Pątnów-Adamów-Konin Spółka Akcyjna.
10. Closing the Extraordinary General Meeting.
Shareholders also submitted draft resolutions for the purposes of the proposed additional items on the agenda of the Extraordinary General Meeting.
Shareholder's request with justification together with draft resolutions is attached to this report.
Legal basis: § 19 item 1 point 3 of the Finance Minister’s Regulation of 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.
Signatures of persons representing the Company:
Marcin Ginel – Vice President of the Management Board acting President of the Management Board
Paweł Markowski – Vice President of the Management Board