General Meeting

Description of the procedures and competence of the General Meeting of TAURON Polska Energia S.A.

The procedures and powers of the Companies General Meeting are defined in the Articles of Association of TAURON Polska Energia S.A. and in the Regulations of the General Meeting of TAURON Polska Energia S.A. which are available on the website of TAURON Polska Energia S.A. at the address: http://www.tauron.pl/tauron/relacje-inwestorskie/informacje-o-spolce/dokumenty-spolki.

A General Meeting shall be convened by way of a notice posted on the Company’s website and in a manner defined for providing the current information (disclosures, regulatory filings) by public companies. In case a General Meeting is convened by an entity or a body other than the Management Board on the basis of the regulations of the Code of Commercial Companies, and as the convening of a General Meeting requires the Management Board’s cooperation, the Management Board shall be obligated to perform any activities defined by law in order to convene, organize and conduct a General Meeting that takes place either at the Company’s registered office or in Warsaw.

A General Meeting shall be opened by the Chairperson of the Company’s Supervisory Board, and in case he/she is absent the following persons shall be entitled to open the General Meeting in the given order: the Vice Chairperson of the Company’s Supervisory Board, the President of the Company’s Management Board, a person designated by the Company’s Management Board or a shareholder who registered at the General Meeting such a number of shares that entitle him/her to exercise the highest number of votes. Subsequently, the Chairperson of the General Meeting shall be elected from among the persons entitled to participate in the General Meeting.

A General Meeting shall pass resolutions irrespective of the number of shares represented at the Meeting, unless the regulations of the Code of Commercial Companies, as well as the provisions of the Company’s Articles of Association state otherwise.

2/3
votes
A General Meeting may order a break in the meeting by the majority of two thirds of the votes.
30
days
Breaks shall not exceed 30 days in total.

A break in the General Meeting’s session may take place only in exceptional situations indicated each time in the justification (statement of reason) of the resolution, prepared based on the reasons presented by a shareholder requesting the ordering of the break.

The resolution of the General Meeting on ordering a break shall clearly indicate the date of the session’s resumption, however, such a date shall not create a barrier for the participation of the majority of shareholders in the resumed meeting, including the minority shareholders.

The competences of the General Meeting of TAURON Polska Energia S.A. are described in detail in section 10 of the Report of the Management Board on the Operations of TAURON Polska Energia S.A. and TAURON Capital Group for the financial year 2022.

Description of the shareholders' rights and the way they are exercised

The description of the shareholders’ rights and the way they are exercised is provided in detail in section 10 of the Report of the Management Board on the operations of TAURON Polska Energia S.A. and the operations of TAURON Capital Group for the financial year 2022.

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