General Meeting activities

General Meeting
Extraordinary General Meeting

The Annual General Meeting is convened by the Management Board (or by the Supervisory Board if the Management Board fails to convene it within the period set out by the law) and it is held within six months after the end of each financial year. The General Meeting is valid regardless of the number of shares being represented. The agenda of the General Meeting is determined by the body that has convened it. Any matters to be resolved by the General Meeting should first be presented by the Management Board to the Supervisory Board for its opinion. The resolutions are adopted by a simple majority of votes cast, unless the Commercial Companies Code or the Articles of Association provide otherwise. Voting at the General Meeting is open. A secret ballot is used at elections or upon motions for removal of members of the Company’s Boards or liquidators, or calling them to account for their actions, or in personal matters. A secret ballot is also used whenever requested by at least one of the shareholders or their representatives present at the General Meeting.

An Extraordinary General Meeting is convened by:

the Management Board, upon its own initiative or upon a written motion of the Supervisory Board or shareholder(s) representing at least 5% of the share capital, in which case the Management Board includes on the agenda the matters indicated by the shareholders requesting the meeting;
the Supervisory Board, if it is necessary in its opinion; or
shareholders representing at least half of the share capital or at least half of total votes in the Company.

The Supervisory Board or shareholders representing at least 5% of the share capital may request that particular matters be included on the agenda of the next General Meeting.

The shareholders have the following rights:

They may take part in the General Meeting and exercise the right to vote in person or by attorneys-in-fact (other representatives) and, from 2020, also by electronic communication means.
Each shareholder has the right to candidature for the Chairman of the General Meeting or to put forward one candidate for the position of the Chairman of the General Meeting to the minutes.
For each point on the agenda, each shareholder has the right to one speech of five minutes and a reply of five minutes.
Each shareholder has the right to ask questions on any matters on the agenda.
Each shareholder has the right to object to a decision by the Chairman of the General Meeting; the General Meeting then decides in a resolution whether the decision of the Chairman will be upheld or reversed.
Each shareholder has the right to suggest amendments or additions to draft resolutions which are covered by the agenda of the General Meeting. Such suggestions must be raised before the close of discussions on the relevant agenda item.

General Meeting activities in 2020

The Annual General Meeting took place on 17 June 2020 in Warsaw. The General Meeting, among others:

approved the Management Board’s Report on the activity of Orange Polska S.A. and the Orange Polska Group in the financial year 2019;
approved Orange Polska S.A. financial statements for the financial year 2019;
approved the consolidated financial statements for the financial year 2019;
granted approval of the performance of their duties by members of Orange Polska S.A.’s governing bodies in the financial year 2019;
adopted a resolution on distribution of Orange Polska S.A.’s profit for the financial year 2019, pursuant to which Orange Polska S.A.’s profit of PLN 88,282,929.11 disclosed in the Company’s financial statements for the financial year 2019 was allocated to the reserve capital;
did not adopt a resolution on paying a dividend in 2020, prioritising investment in long-term value creation.

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