ORANGE POLSKA S.A. Current report 14/2023
Orange Polska S.A. - Warsaw, Poland
29 June 2023
Pursuant to art. 19, clause 1, item 6 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska S.A. ("Orange Polska", "the Company") submits content of the resolutions that were adopted by the Ordinary Annual General Meeting on June 29, 2023.
Resolution no 1 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on approval of the Orange Polska S.A. IFRS financial statements for 2022
On the basis of art. 53 clause 1 of the Accounting Act and art. 393 item 1, art. 395 § 2 item 1 of the Commercial Companies Code and § 13 item 1 of the Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2022 which include:
- income statement for 2022 showing net income of PLN 757 million (in words: PLN seven hundred and fifty seven million),
- statement of comprehensive income for 2022 showing total comprehensive income of PLN 1,123 million (in words: PLN one billion one hundred and twenty three million),
- statement of financial position as at 31 December 2022, with the balance sheet total of PLN 25,279 million (in words: PLN twenty five billion two hundred and seventy nine million),
- statement of changes in equity for 2022 showing an increase in equity by PLN 696 million (in words: PLN six hundred and ninety six million),
- statement of cash flows for 2022 showing an increase in cash and cash equivalents by PLN 29 million (in words: PLN twenty nine million),
- notes to the financial statements.
- 2
The resolution comes into force on the day of its adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 2 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on distribution of Orange Polska S.A. profit
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
1
§ 1
The net income of Orange Polska S.A. for the 2022 financial year of PLN 756,729,492.64 (in words: PLN seven hundred and fifty six million seven hundred and twenty nine thousand four hundred and ninety two 64/100) shall be divided in the following manner:
-
for a dividend - PLN 459,325,117.65 (in words: PLN four hundred and fifty nine million three hundred and twenty five thousand one hundred and seventeen 65/100).
The amount of dividend shall be PLN 0.35 (in words: thirty five groszy) for each entitled share.
2) to the reserve capital, referred to in § 30 clause 3 of the Articles of Association - PLN 15,134,589.85 (in words: PLN fifteen million one hundred and thirty four thousand five hundred and eighty nine 85/100).
- to the reserve capital - PLN 282,269,785.14 (in words: PLN two hundred and eighty two million two hundred and sixty nine thousand seven hundred and eighty five 14/100).
- 2
Persons being the Company's shareholders on 12 July 2023 (the Dividend Day) shall be entitled to the dividend.
§ 3
The dividend shall be paid on 20 July 2023.
§ 4
The amounts allocated to the reserve capital, referred to in § 1 point 3 may be distributed as a dividend.
§ 5
The resolution comes into force on the day of its adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on distribution of undivided profits and covering of the uncovered losses of Orange Polska S.A.
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
In connection with the takeover in 2022 of TP TelTech sp. z o.o. by Orange Polska S.A. in the mode of art. 492 § 1 point 1 and art. 494 § 1 of the commercial companies code, the following resolution is hereby adopted:
2
- the undivided profits amounting to PLN 10,132,884.30 (in words: PLN ten million one hundred and thirty two thousand eight hundred and eighty four 30/100) shall be allocated to:
- the reserve capital, referred to in § 30 clause 3 of the Articles of Association - PLN 202,657.69 (in words: PLN two hundred and two thousand six hundred and fifty seven 69/100),
- the reserve capital - PLN 9,930,226.61 (in words: PLN nine million nine hundred and thirty thousand two hundred and twenty six 61/100).
- the uncovered losses from previous years amounting to PLN 46,469,743.83 (in words: forty six million four hundred and sixty nine thousand seven hundred and forty three 83/100) shall be covered from the reserve capital.
- 2
The amounts allocated to the reserve capital, referred to in § 1 point 1b may be distributed as a dividend.
§ 3
The resolution comes into force on the day of its adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on approval of the Management Board's report on the Activity of the Orange Polska Group and Orange
Polska S.A. in the 2022 financial year
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code, the following resolution is hereby adopted:
- 1
The Annual General Meeting approves the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. in the 2022 financial year.
§ 2
The resolution comes into force on the day of its adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on approval of the Orange Polska Group IFRS consolidated financial statements for 2022
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code the following resolution is hereby adopted:
3
§ 1
The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2022, which include:
- consolidated income statement for 2022 showing net income of PLN 724 million (in words: PLN seven hundred and twenty four million), including net income attributable to owners of Orange Polska S.A. of PLN 724 million (in words: PLN seven hundred and twenty four million),
- consolidated statement of comprehensive income for 2022 showing total comprehensive income of PLN 1,174 million (in words: PLN one billion one hundred and seventy four million), including total comprehensive income attributable to owners of Orange Polska S.A. of PLN 1,174 million (in words: PLN one billion one hundred and seventy four million),
- consolidated statement of financial position as at 31 December 2022, with the balance sheet total of PLN 26,766 million (in words: PLN twenty six billion seven hundred and sixty six million),
- consolidated statement of changes in equity for 2022 showing an increase in total equity by PLN 842 million (in words: PLN eight hundred and forty two million), including an increase in equity attributable to owners of Orange Polska S.A. by PLN 842 million (in words: PLN eight hundred and forty two million),
- consolidated statement of cash flows for 2022 showing an increase in cash and cash equivalents by PLN 91 million (in words: PLN ninety one million),
- notes to the consolidated financial statements.
§ 2
The resolution comes into force on the day of its adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on approval of the Supervisory Board report for the 2022 financial year
§ 1
The Supervisory Board of the Orange Polska S.A. report for the 2022 financial year is approved.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 7 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on granting approval of the performance of duties of the Management Board's President of Orange
Polska S.A.
4
§ 1
The approval of the performance by Mr. Julien Ducarroz of his duties as the President of the Orange Polska S.A. Management Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 8 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on granting approval of the performance of duties of the Management Board's member of Orange
Polska S.A.
§ 1
The approval of the performance by Ms. Jolanta Dudek of her duties as a member of the Orange Polska S.A. Management Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 9 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.
§ 1
The approval of the performance by Ms. Bożena Leśniewska of her duties as a member of the Orange Polska S.A. Management Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 029 279 776 valid votes, corresponding to 1 029 279 776 shares that account for 78.43% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 10 of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
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Orange Polska SA published this content on 29 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 20:59:08 UTC.
