PKN ORLEN's General Shareholders' Meeting closed
A dividend of PLN 2.13 per share, changes in the Company's Statutes, and the appointment of Andrzej Olechowski and Adam Sek to the Supervisiory Board - these are the most important decisions of today's PKN ORLEN Ordinary General Shareholders' Meeting.
While accepting today's agenda, shareholders requested a few changes.
At the request of minority shareholders and the Treasury, and with the acceptance of the AGM, the resolution concerning § 7 point 11 of the Company Statute, was excluded from a vote. This resolution concerns the changes in the Statute in order to limit shareholders' voting rights at General Meetings. The Management Board, in proposing this change, wanted to adjust the Statute to the legal regulations. At present § 7 point 11 of the Company's Statute is not in accordance with the Code of Trading Companies. The Management Board is obliged to adjust the Statute and, in the case of it not fulfilling this duty, the Register Court may call on the Company to execute the required changes within 6 months.
The acceptance of changes in the content of § 7 point 11, as proposed by the Management Board, would also protect the company from investors whose might raise doubts regarding the country's energy safety, said the President of the PKN ORLEN Management Board, Igor Chalupec.
In subsequent votes the General Meeting accepted the report of the Management Board regarding the activity of the company and the Capital Group. The GM also accepted the individual and consolidated finance reports for the year 2004.
In the matter of the partition of last year's profit, the majority of shareholders resolved the level of the dividend at PLN2.13 per share. According to the voting results the capital reserve will be over PLN 1 360 million.
The date of entitlement to the dividend has been fixed as 1st of August. In compliance with the motion of the Management Board, the dividend payment will be divided into two parts: the first on the 1st of September 2005 and the second on the 1st of December.
The GM has voted acceptance for the execution of duties in year 2004 both for the present Management Board and the former Management Board which performed up to the 1st of October 2004. A vote of acceptance was also given to all members of the Supervisory Board who were post holders in 2004.
The essential part of the General Meeting was to vote on the proposal by the Management Board for changes in the Statute of the Company. Shareholders accepted those resolutions to change the Statute's paragraphs or delete them. One of the most important changes, connected with the restructuring process of regional structures, is the acceptance of the GM for removing point 5 § 2 concerning the functioning of the 12 Regional Organizations which have the status of an internal employer. Following this shareholder decision, after executing the requisite formal registrations the multi-employer structure of the Company will stop existing.
The GM also accepted the full reading of the Corporate Governance rules presented by the Management Board, apart from one change notified during the debate. This change concerns the reduction of the required number of independent Members of the Supervisory Board to 2 people. The GM also accepted the new reading of the General Meetings Code, which has been adjusted to the accepted CG rules.
A further decision of shareholders was to give permission for the selling or renting of 18 storage depots, 2 warehouses and the car servicing depot.
The last point of the Meeting was the supplement of the Supervisory Board composition. For independent reasons the Board, from the beginning of April this year, consisted of 7 people. The voting in this regard fixed the 9 member composition of the Supervisory Board. On the vacant positions the GM accepted the candidatures of Mr Adam Sek, the President of Nafta Polska, and Mr Andrzej Olechowski as the independent member - proposed by the Open Retirement Fund AIG.
Adam Sek currently serves as a President and CEO of Nafta Polska.
From November 2003 to March 2004 Mr. Adam Sek was Senior Economic Advisor to the Regional Coordinator of the Coalition Provisional Authority South Central in Hilla. From April 2004 to November 2004 he was Chief of the Polish Special Mission to Iraq with a distinguished position on the Council of International Coordination (CIC).
From 1998, Mr. Sek was the Director of Privatization for Nafta Polska S.A. In 2001, Mr. Sek was elected to the Management Board of Directors.
Past and present membership of Supervisory Boards include: LOTOS S.A., Dyrekcja Eksploatacji Cystern Sp. z o.o., Rafineria Jaslo S.A., Rafineria Glimar S.A.
Andrzej Olechowski
Member of the Supervisory Boards of: Bank Handlowy, Euronet, Europejski Fundusz Hipoteczny, Vivendi Universal. Member of the Advisory Committees: Citigroup Europe, Textron.
Former Finance Minister (1992), former Foreign Affairs Minister (1993-95).
Other posts:
Public sector: member of the board of the Trilateral Commission and participant in initiatives including: Międzynarodowego Centrum Rozwoju Demokracji, Centrum Promocji Kobiet, Instytutu Studiów Wschodnich, Klubu Wschodniego, Stowarzyszenia Euro-Atlantyckiego, Fundacji Stefana Batorego, Katedra Polska w Uniwersytecie Jerozolimskim, HEPAR, Instytutu Spraw Publicznych, Dyplomacji Publicznej PISM.
