Shareholder rights

A description of shareholder rights concerning the Shareholder Meeting in accordance with the Articles of Association, Code of Commercial Companies and Shareholder Meeting Regulations of TAURON Polska Energia S.A. is presented in the table below.

Description of shareholder rights concerning the Shareholder Meeting

Shareholder rights Description of shareholder rights
1. Convene a Shareholder Meeting Shareholders representing at least one twentieth of the share capital may request convening an Extraordinary Shareholder Meeting. This request 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 provided by the company on its website in the “Investor Relations” tab. Shareholders representing at least half of the share capital or at least half of all the votes may convene an Extraordinary Shareholder Meeting and appoint a chairperson of such Shareholder Meeting.
2. Include matters (items) in the agenda of a Shareholder Meeting Shareholders representing at least one twentieth of the share capital may request that certain matters (items) be included in the agenda of the forthcoming Shareholder Meeting. This request, including a justification or a draft resolution related to the proposed agenda item, should be submitted to the Management Board no later than 21 days prior to the Shareholder Meeting date in electronic form to the company’s e-mail address or in writing to the company’s address.
3. Review the shareholder roster Shareholders may review the shareholder roster in the company‘s Management Board’s seat for three weekdays directly preceding a Shareholder Meeting. Shareholders may also request that the shareholder roster be sent to them free of charge by electronic mail by stating the address to which the roster should be sent.
4. Participate in a Shareholder Meeting Only persons who are shareholders sixteen days before the Shareholder Meeting date (date of registering to participate in the Shareholder Meeting) have the right to take part in the Shareholder Meeting. In order to participate in a Shareholder Meeting shareholders should submit a request to issue a registered affidavit on the right to take part in a Shareholder Meeting to an investment (brokerage) firm running their securities account. This request should be submitted no earlier than following the announcement on convening the Shareholder Meeting and no later than on the first weekday following the day of registering participation in a Shareholder Meeting.
5. Represent a shareholder by a Proxy Shareholders may take part in a Shareholder Meeting and vote in person or through a proxy. Share co-owners may take part in the Shareholder Meeting and vote only through a joint representative (proxy). A proxy may represent more than one shareholder and vote differently on each shareholder’s shares.
6. Elect the Chairperson of the Shareholder Meeting Shareholders elect the Shareholder Meeting Chairperson from among the persons entitled to take part in the Shareholder Meeting. Each of the participants of the Shareholder Meeting has the right to propose one candidate to be the Chairperson. The Chairperson is elected by secret ballot by an absolute majority of votes. In case there is just one candidate to be the Chairperson, the vote can be by acclamation.
7. Select the Election Committee Each shareholder may propose no more than three candidates to be Election Committee members selected by the Shareholder Meeting and vote for a maximum of three candidates.
8. Submit a draft resolution During the Shareholder Meeting a shareholder has the right to submit proposed changes to the draft resolution proposed for adoption by the Shareholder Meeting as part of the given agenda item or propose his/her own draft of such resolution until the discussion on a certain agenda item is closed. Proposed changes or draft resolutions, including a justification, may be submitted in writing to the Chairperson or verbally to be recorded in the meeting minutes.
9. Raise an objection Shareholders who vote against a resolution adopted by the Shareholder Meeting and want to object to it, should present their objection immediately after the voting results are announced and request its inclusion in the meeting minutes before proceeding to the next agenda item. If this objection is raised later, but before the Shareholder Meeting is closed, shareholders should state the resolution adopted by the Shareholder Meeting to which they are raising an objection. Shareholders raising an objection against a Shareholder Meeting resolution may request that their concise justification for the objection is recorded in the meeting minutes.

 

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