ORANGE POLSKA S.A. Current report 10/2024
Orange Polska S.A. - Warsaw, Poland
19 April 2024
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 19 April 2024.
Resolution no 1 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on approval of the Orange Polska S.A. IFRS financial statements for 2023
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 2023 which include:
- income statement for 2023 showing net income of PLN 782 million (in words: PLN seven hundred and eighty two million),
- statement of comprehensive income for 2023 showing total comprehensive income of PLN 454 million (in words: PLN four hundred and fifty four million),
- statement of financial position as at 31 December 2023, with the balance sheet total of PLN 25,500 million (in words: PLN twenty five billion five hundred million),
- statement of changes in equity for 2023 showing an increase in equity by PLN 12 million (in words: PLN twelve million),
- statement of cash flows for 2023 showing a decrease in cash and cash equivalents by PLN 193 million (in words: PLN one hundred and ninety three million),
- notes to the financial statements.
- 2
The resolution comes into force on the day of its adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 2 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
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 2023 financial year of PLN 782,353,959.83 (in words: PLN seven hundred and eighty two million three hundred and fifty three thousand nine hundred and fifty nine 83/100) shall be divided in the following manner:
-
for a dividend - PLN 629,931,589.92 (in words: PLN six hundred and twenty nine million nine hundred and thirty one thousand five hundred and eighty nine 92/100).
The amount of dividend shall be PLN 0.48 (in words: forty eight groszy) for each entitled share.
2) to the reserve capital, referred to in § 30 clause 3 of the Articles of Association - PLN 15,647,079.20 (in words: PLN fifteen million six hundred and forty seven thousand seventy nine 20/100).
- to the reserve capital - PLN 136,775,290.71 (in words: PLN one hundred and thirty six million seven hundred and seventy five thousand two hundred and ninety 71/100).
- 2
Persons being the Company's shareholders on 26 June 2024 (the Dividend Day) shall be entitled to the dividend.
§ 3
The dividend shall be paid on 10 July 2024.
§ 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 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 3 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on approval of the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. in the 2023 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 2023 financial year.
§ 2
The resolution comes into force on the day of its adoption.
2
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 4 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on approval of the Orange Polska Group IFRS consolidated financial statements for 2023
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 Orange Polska Group IFRS consolidated financial statements for 2023, which include:
- consolidated income statement for 2023 showing net income of PLN 818 million (in words: PLN eight hundred and eighteen million), including net income attributable to owners of Orange Polska S.A. of PLN 818 million (in words: PLN eight hundred and eighteen million),
- consolidated statement of comprehensive income for 2023 showing total comprehensive income of PLN 435 million (in words: PLN four hundred and thirty five million), including total comprehensive income attributable to owners of Orange Polska S.A. of PLN 435 million (in words: PLN four hundred and thirty five million),
- consolidated statement of financial position as at 31 December 2023, with the balance sheet total of PLN 26,826 million (in words: PLN twenty six billion eight hundred and twenty six million),
- consolidated statement of changes in equity for 2023 showing a decrease in total equity by PLN 7 million (in words: PLN seven million), including a decrease in equity attributable to owners of Orange Polska S.A. by PLN 7 million (in words: PLN seven million),
- consolidated statement of cash flows for 2023 showing a decrease in cash and cash equivalents by PLN 227 million (in words: PLN two hundred and twenty seven million),
- notes to the consolidated financial statements.
§ 2
The resolution comes into force on the day of its adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 5 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on approval of the Supervisory Board report for the 2023 financial year
§1
The Supervisory Board of the Orange Polska S.A. report for the 2023 financial year is approved.
§2
3
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 6 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
President
§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 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 7 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
President
§1
The approval of the performance by Ms. Liudmila Climoc of her duties as the President of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 8 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
4
§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 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 9 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Ms. Bożena Lesniewska of her duties as a member of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 10 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Mr. Witold Drożdż of his duties as a member of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
5
Resolution no 11 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Mr. Piotr Jaworski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 12 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Mr. Jacek Kowalski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 13 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Mr. Jacek Kunicki of his duties as a member of the Orange Polska
S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
6
Votes in favour
Votes against
Sustained
1 055 335 896
0
63 826
Resolution no 14 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Management Board's
member
§1
The approval of the performance by Mr. Maciej Nowohoński of his duties as a member of the Orange Polska S.A. Management Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 15 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Maciej Witucki of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 16 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Ramon Fernandez of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
7
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 17 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Ms. Marie-NoëlleJégo-Laveissière of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 18 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Laurent Martinez of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 19 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
8
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Marc Ricau of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 20 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Philippe Béguin of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 21 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Ms. Bénédicte David of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share
9
capital
Votes in favour
Votes against
Sustained
1 055 335 896
0
63 826
Resolution no 22 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Mr. Bartosz Dobrzyński of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 23 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
The approval of the performance by Ms. Clarisse Heriard Dubreuil of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2023 is granted.
§ 2
The resolution enters into force upon adoption.
There were submitted 1 055 399 722 valid votes, corresponding to 1 055 399 722 shares that account for 80.42% of the share capital
Votes in favour
Votes against
Sustained
Resolution no 24 of Annual General Meeting of Orange Polska S.A. dated 19 April 2024
on granting approval of the performance of duties of the Orange Polska S.A. Supervisory Board
member
§1
10
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Orange Polska SA published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 16:14:04 UTC.
