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General Shareholders Meetings

General Shareholders Meetings

General Meetings of Shareholders of Enea SA are held on the basis of the Commercial Companies Code and the Statute of Enea SA as well as the Regulations of the General Meeting of Shareholders.

New rules for convening and participating in general meetings of shareholders stem from an amendment of the Commercial Companies Code that came into force on 3 August 2009 as a result of the transposition of Directive 2007/36/EC of the European Parliament and Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies.

The right to participate in the General Meeting of Shareholders

Pursuant to Article 4061 par. 1 of the Commercial Companies Code, persons who are shareholders of a company sixteen days before the date of an General Meeting of Shareholders (the day of registration of participation in the meeting) have the right to participate in the company’s general meeting of shareholders.
In order to ensure participation in the General Meeting of Shareholders, a shareholder whose entitlement stems from dematerialised bearer shares should demand – no earlier than after the announcement of the General Meeting of Shareholders and no later than on the first business day after the registration of participation – from the entity maintaining the securities market, an individual certificate of the right to participate in the General Meeting of Shareholders of Enea SA. Certificates of the right to participate in the General Meeting of Shareholders will be the basis for drawing up lists provided to the entity maintaining the securities depository pursuant to provisions on trading in financial instruments.
The list of shareholders entitled to participate in the General Meeting of Shareholders will be displayed at the Company’s registered office in Poznań at 1 Górecka street three business days before the date of the Meeting between 8:00 a.m. and 3:00 p.m. in room 421. A request may be submitted in electronic form to wz@enea.pl.

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The right to participate in the General Meeting of Shareholders by proxy

A shareholder may participate in the General Meeting of Shareholders of Enea SA and exercise voting rights in person or by proxy. Proxies of legal persons must present current copies of appropriate registers that list the persons entitled to represent these entities.

A proxy may exercise all of the shareholder’s rights at the General Meeting of Shareholders of Enea SA, unless the proxy statement states otherwise. A proxy may grant further proxies, if so entitled by the proxy statement. A proxy may represent more than one shareholder and vote differently under the shares of each of those shareholders. A shareholder who has shares recorded on more than one securities account will be able to establish separate proxies to execute rights attached to the shares on each of these accounts.

A proxy statement authorising participation in the General Meeting of Shareholders of Enea SA and the exercising of voting rights must be granted in writing or in electronic form. From the day of publication of this announcement on its website, the Company will provide, for download, a form containing a specimen proxy statement in electronic form. The Company must be notified by means of electronic communication regarding the granting of a proxy in electronic form. A shareholder must send, together with the notice regarding the granting of a proxy, a scan of the proxy statement and a scan of the ID card, passport or other document making it possible to identify the shareholder as the principal and to identify the proxy. If the proxy is granted by a legal person (within the meaning of Article 33 of the Civil Code) or an organisational unit (within the meaning of Article 331 of the Civil Code), the shareholder as the principal must also send a scan of an extract from the register in which the principal is registered. If the proxy is granted by a legal person or an organisational unit (within the meaning of Article 331 of the Civil Code), the shareholder as the principal must also send a scan of an extract from the register in which the principal is registered. Documents provided by electronic means that have not been prepared in Polish must be translated into Polish by a sworn translator. All the above-mentioned documents must be sent to wz@enea.pl. A shareholder sending a notice about the granting of a proxy must at the same time provide the Company with an email address, by the use of which the Company will be able to communicate with the shareholder and its proxy. The Company may take appropriate steps to identify the shareholder and the proxy. Verification may in particular consist of a request for confirmation by telephone or email from the shareholder and proxy in order to confirm the granting of the proxy.

The principles for notices regarding proxies and the identification of proxies and principals apply as appropriate to notifying the Company regarding the cancellation of a proxy. Notices regarding the granting and cancellation of proxies that do not conform to the requirements indicated above will not produce legal consequences with regard to the Company.

The choice of the method of granting a proxy is up to the shareholder, and the Company will bear no liability for errors in filling out the proxy form or the actions of persons acting pursuant to proxy statements. The provision of the above documents by electronic means does not waive the obligation for the proxy to present, during the preparation of the attendance list of persons authorised to participate in the General Meeting of Shareholders of Enea SA, documents allowing him/her to be identified.

Shareholder rights

A shareholder or shareholders of the Company representing no less than one-twentieth of the share capital are entitled to request the placement of particular matters on the agenda of the General Meeting of Shareholders of Enea SA. Such a request, containing a justification or a draft resolution regarding the proposed item of the agenda, must be submitted to the Management Board of Enea SA no later than 21 days before the announced date of the meeting. The request may be submitted in electronic form to wz@enea.pl, or in writing to:

The Management Board of Enea SA
1 Górecka street, 60-201 Poznań

Before the date of the General Meeting of Shareholders of Enea SA, a shareholder or shareholders of the Company representing no less than one-twentieth of the share capital may submit draft resolutions regarding matters placed on the agenda of the General Meeting of Shareholders or matters that are to be placed on the agenda. Such submissions may be made in electronic form to wz@enea.pl, or in writing to: The Management Board of Enea SA, 1 Górecka street, 60-201 Poznań.
During the General Meeting of Shareholders each shareholder may submit draft resolutions regarding matters placed on the agenda. Such drafts must be presented in Polish.

Electronic communication

As the Company’s Statute does not allow participation and making statements during the General Meeting of Shareholders by means of electronic communication, the Management Board would like to announce that it will not be possible to participate or to vote at the General Meeting of Shareholders in this manner. The Management Board of Enea SA would also like to announce that for similar reasons it will not be possible to submit votes by post.

Access to documentation

The full text of the documentation to be presented at the General Meeting of Shareholders together with draft resolutions will be published on the Company’s website from the day on which the General Meeting of Shareholders is announced. Comments by the Management Board and Supervisory Board of Enea SA regarding matters placed on the agenda of the General Meeting of Shareholders or matters that are to be placed on the agenda before the date of the meeting will be available on the Company’s website without delay after they have been prepared.
Information regarding the General Meeting of Shareholders is available at www.enea.pl under the Investor Relations tab.

Having in mind the diverse and international nature of Enea SA's shareholding, and also the provisions of the Best Practices of WSE Listed Companies, Enea SA guarantees the availability of its website also in English. In case of any interpretation doubts and discrepancies between the Polish and English versions, the Polish version shall prevail.