The General Meetings of ENEA S.A. are held on the basis of the Commercial Companies Code and ENEA S.A.’s Statute and the Rules of Procedure of the General Meeting, taking into account the principles adopted by the Company through the application of the "Best Practices for WSE Listed Companies".
In accordance with ENEA S.A.’s Statute, the Management Board of the Company convenes the General Meeting in the cases specified in the law and the provisions of the Statute, as well as in the case of a written request submitted by the main shareholder, i.e. the State Treasury, which, as long as it remains a shareholder of the Company, regardless of its share in the Company’s share capital, may request pursuant to Article 400 § 1 of the Commercial Companies Code that an Extraordinary General Meeting be convened, as well as to place certain matters on the agenda of the next General Meeting.
The State Treasury shall submit such a request in writing to the Management Board no later than one month prior to the proposed date of the General Meeting. If the request is submitted after the General Meeting, is convened, it shall be treated as a request to convene another Extraordinary General Meeting.
As stated in § 29(3) of the Company’s Statute, if the General Meeting is not convened within two weeks from the date of filing the request, the State Treasury shareholder may obtain the right to convene the General Meeting pursuant to Article 354 § 1 of the Commercial Companies Code.
Apart from the matters specified in the mandatory provisions of law and other provisions of the Company’s Statute, the powers of the General Meeting include in particular:
- appointing and dismissing members of the Supervisory Board, subject to the provisions of the Company’s Statute entitling the State Treasury shareholder to appoint and dismiss one member of the Supervisory Board (pursuant to Article 354 § 1 of the Commercial Companies Code), in a situation where the State Treasury ceases to be the Company’s sole shareholder,
- adoption of the Rules of Procedure of the General Meeting setting forth detailed rules for conducting the meeting and for adopting resolutions,
- issue of convertible or exchangeable bonds and other instruments entitling to purchase or subscribe the Company's shares.
Right to participate in GM
Pursuant to Article 406¹ § 1 of the Commercial Companies Code, the right to participate in the general meeting of the Company is vested in persons who are shareholders of the Company sixteen days prior to the date of the general meeting (registration date of participation in the general meeting). Moreover, the right to participate in the General Meeting of ENEA S.A. with the right to speak is vested in members of the Management and Supervisory Boards in the composition enabling them to provide substantial answers to questions asked during the General Meeting.
Right to participate in GM by a proxy
A shareholder may participate in the General Meeting of ENEA S.A. and exercise voting rights in person or by proxy.
A shareholder or shareholders of the Company representing at least one twentieth of the share capital shall have the right to demand that certain matters be included in the agenda of the General Meeting of ENEA S.A. This request, containing justification or a draft resolution concerning the proposed item of the agenda, shall be submitted to the Management Board of ENEA S.A. not later than 21 days prior to the scheduled date of the meeting.
A shareholder or shareholders of the Company representing at least one twentieth of the share capital may, prior to the date of the General Meeting of ENEA S.A., submit draft resolutions concerning matters included in the agenda of the General Meeting or matters which are to be included in the agenda.
During the General Meeting, each shareholder may submit draft resolutions concerning matters included in the agenda. The projects should be presented in Polish.
Rules on amending the Company’s Statute
Pursuant to the provisions of the Commercial Companies Code, an amendment to the Company’s Statute requires a resolution adopted by a specified majority of votes and an entry in the register. The Company’s Statute does not contain any provisions different from the provisions of the Commercial Companies Code governing amendments to the Statute.