Current Report No.: 44/2023
Title: Convening the ENEA S.A. Extraordinary General Meeting for 30 January 2024
Date: 2023.12.28
Report No.: Current Report No.: 44/2023
Current Report No.: 44/2023
Date of Preparation: 28 December 2023
Issuer's Abbreviated Name: ENEA S.A.
Subject: Convening the ENEA S.A. Extraordinary General Meeting for 30 January 2024
Legal Basis: Article 56 sec. 1 item 2 of the Act on Offerings - current and periodic information
Body of the report:
The Management Board of ENEA S.A. ("Company"), acting pursuant to Article 399(1) of the Commercial Company Code and §29(1) and §31(1) of the Company's Statute, in conjunction with Articles 400(1), 4021(1) and 4022; of the Commercial Company Code, hereby convenes for 30 January 2024 at 12:00 noon the Extraordinary General Meeting of ENEA S.A. with its registered office in Poznań. The Extraordinary General Meeting will be held at the Mercure Warszawa Centrum Hotel, Ballada conference room, 1st floor, at ul. Złota 48/54 in Warsaw, postal code: 00-120.
The full wording of the announcement is attached to this report.
Moreover, the Company provides, attached hereto, the wording of draft resolutions of the Extraordinary General Meeting of ENEA S.A. to be held on 30 January 2024 and a list of proposed amendments to the Statute in connection with items 5 and 6 of the planned agenda of the Extraordinary General Meeting of ENEA S.A.
At the same time, the Company hereby reports that the planned agenda of the Extraordinary General Meeting of ENEA S.A. includes a draft resolution to grant consent under Article 393(2) of the Commercial Company Code for the Company to pursue claims to remedy damage caused in the performance of management or supervision duties against the then members of the Company's Management Board and Supervisory Board who in 2018-2019 made decisions on behalf of the Company pertaining to the Company's investment in the Ostrołęka C power unit. The Company indicates that the pursuit of the said claims is in line with the recommendation issued by the Supreme Audit Office (NIK) contained in the Supreme Audit Office's audit report of 29 June 2021 entitled "I/21/001/KST - Performance of tasks by Energa S.A. and ENEA S.A. in the process of investment in the Ostrołęka C power unit" ( available at: https://www.nik.gov.pl/kontrole/wyniki-kontroli-nik/pobierz,kst~i_21_001_202202091559361644418776~id1~01,typ,kj.pdf ).
The draft of the said resolution of the Extraordinary General Meeting of ENEA S.A. also includes an ex-post consent pursuant to Article 17(2) of the Commercial Company Code for the Company to file a lawsuit on 28 December 2023 against the then members of the Company's Management Board and Supervisory Board and against the insurer (under the Company's Directors and Officers Liability Insurance Agreement). Under the said lawsuit, the Company is pursuing claims in the total amount of PLN 656,165,462.00.
