14/2025
14/2025
Convening the Annual General Shareholders of Lubelski Węgiel Bogdanka S.A. on 25 June 2025 together with draft resolutions
Current Report No. 14/2025
Date of preparation: 30 May 2025
Subject: Convening the Annual General Shareholders of Lubelski Węgiel Bogdanka S.A. on 25 June 2025 together with draft resolutions
General legal basis: Article 56.1.2 of the Act on Public Offering – current and periodic information
Content:
The Management Board of Lubelski Węgiel Bogdanka S.A. with registered office in Bogdanka (the “Company”), acting under Article 395 and 399.1 of the Commercial Companies Code, hereby convenes the Annual General Shareholders Meeting of Lubelski Węgiel Bogdanka S.A. in Bogdanka, to be held on 25 June 2025 at 10.00 am, in the Company’s offices in Bogdanka (Offices of the Management Board).
Agenda:
1) Opening the General Shareholders Meeting.
2) Electing the Chairman of the General Shareholders Meeting.
3) Acknowledging the General Shareholders Meeting to be validly convened and acknowledging its capacity to adopt resolutions.
4) Adopting the agenda.
5) Consideration of the Management Board Report on the activities of LW Bogdanka S.A. and the LW Bogdanka Capital Group for 2024, including the Sustainable Development Report of the LW Bogdanka Capital Group for 2024.
6) Review of the Financial Statements of the Lubelski Węgiel Bogdanka S.A. for 2024.
7) Review of the Consolidated Financial Statements of the Lubelski Węgiel Bogdanka Group for 2024.
8) Presentation of the Management Board's proposal to cover the net loss for the 2024 financial year..
9) Presentation of the Report on Operations of the Supervisory Board of Lubelski Węgiel Bogdanka S.A. for 2024.
10) Presentation of the Report on hospitality expenditure, legal services expenditure, marketing services expenditure, expenditure on public relations and social communication as well as management consulting services, and the Report on the application of the best practices referred to in Article 7(3) of the Act of 16 December 2016 on the principles of management of state-owned property for the financial year 2024.
11) Adopting resolutions on:
a) approval of the Directors’ Report on Operations of Lubelski Węgiel Bogdanka S.A. and Lubelski Węgiel Bogdanka Group for 2024, including the Sustainable Development Report of the LW Bogdanka Capital Group for 2024,
b) approval of the Financial Statements of Lubelski Węgiel Bogdanka S.A. for 2024,
c) approval of the Consolidated Financial Statements of the Lubelski Węgiel Bogdanka Group for 2024,
d) granting discharge to the members of the Management Board of Lubelski Węgiel Bogdanka S.A. in respect of performance of their duties in 2024,
e) approval of the Report on operations of the Supervisory Board of Lubelski Węgiel Bogdanka S.A. for 2024,
f) granting discharge to the members of the Supervisory Board of Lubelski Węgiel Bogdanka S.A. in respect of the performance of their duties in 2024,
g) issue an opinion on the document entitled “Report on remuneration of LW Bogdanka S.A. Management Board and Supervisory Board Members in 2024,
h) coverage of net loss for the financial year 2024,
i) changes in the composition of the Supervisory Board.
12) Miscellaneous.
13) Closing the General Shareholders Meeting.
Shareholders’ right to participate in the General Shareholders Meeting
The date of registration to attend the General Shareholders Meeting is 9 June 2025.
Only the persons being the Shareholders of the Company on the Registration Date have the right to participate in the General Shareholders Meeting.
The date of registering participation in the General Shareholders Meeting is the same for persons entitled under both bearer shares and registered shares.
Pledgees and usufructuaries who are entitled to vote have the right to participate in the General Shareholders Meeting provided that limited property rights established for their benefit are recorded in a securities account on the date of registering participation in the Meeting (9 June 2025).
An entity maintaining the securities account issues a certificate bearing the Shareholder’s name, confirming the right to participate in the General Shareholders Meeting at the request of the person entitled under dematerialised bearer shares of the Company, submitted no earlier than the announcement of the convening the General Shareholders Meeting is published and no later than the first weekday following the Registration Date (10 June 2025).
A shareholder can transfer its shares in the period between the date of registering participation in the General Shareholders Meeting and the date when the meeting ends.
The list of Shareholders entitled to attend the General Shareholders Meeting, signed by the Management Board, should contain the full name (the first name and surname) or business name of each eligible attendee, their place of residence (the registered office address), the number, types and codes of their shares and the number of votes they are entitled to; such a list will be available for viewing at the office of the Management Board for three weekdays prior to the date of the General Shareholders Meeting (20 June 2025, 23 June 2025 and 24 June 2025).
A natural person may provide a delivery address or an electronic delivery address instead of a place of residence. A shareholder may review the list of shareholders at the Management Board's office and request a copy of the list for reimbursement of the costs of its preparation.
A shareholder of the Company may request that the list of shareholders be sent to him free of charge to the address for electronic deliveries or by e-mail, providing the address to which the list should be sent. The request for sending the shareholders list should be submitted at the offices of the Company’s Management Board or sent to wz@lw.com.pl. The request should be prepared in writing and signed by the Shareholder or persons who represent it.
A Shareholder may, one week prior to the date of the General Shareholder Meeting, require copies of motions regarding matters included on the agenda for the meeting (from 18 June 2025). Draft motions regarding issues put on the agenda are available at the Company’s website.
If the right to vote attached to shares is held by a pledgee or usufructuary, that fact will be noted on the list of shareholders at the request of the eligible entity.
Shareholder’s right to require that certain matters be put on the agenda for the General Shareholders Meeting and to submit draft resolutions
The shareholder or shareholders representing at least one-twentieth of the share capital may demand putting certain matters on the agenda of the General Shareholders Meeting. Such a request shall be submitted to the Management Board twenty-one days prior to the scheduled date of the General Shareholders Meeting at the latest (i.e. by 4 June 2025). Such a request should contain the reasons for or a draft version of the resolution regarding the proposed item of the agenda. The request may be submitted at the offices of the Company’s Management Board or sent via e-mail to wz@lw.com.pl.
The Company’s shareholder or shareholders representing at least one-twentieth of the share capital may, before the General Shareholders Meeting is held, submit to the Company, in writing or via e-mail – at wz@lw.com.pl, draft resolutions regarding matters put on the agenda or matters which are to be put on the agenda. The Company must immediately publish such draft versions of resolutions on its website. A Shareholder may also submit such drafts during the General Shareholders Meeting.
In connection with the adoption by the Company of principle 4.8 and 4.9 of the Code of Best Practice for GPW Listed Companies 2021, the Management Board of the Company recommends that draft resolutions regarding matters included in the agenda of the General Meeting or matters that are to be included in the agenda, as well as candidacies for members of the Supervisory Board, be submitted no later than three days before the General Meeting.
In order to exercise the right to demand that certain matters be put on the agenda of the General Shareholders Meeting and to submit draft resolutions regarding matters put or which are to be put on the agenda of the General Shareholders Meeting, Shareholders should prove that they hold relevant number of shares as at the day of making the request, and attach a certificate confirming their right to attend the General Shareholders Meeting.
Furthermore, the Shareholders who are natural persons should attach copies of documents confirming his/her identity to the above mentioned certificate, and the Shareholders who are legal persons and partnerships should attach copies of documents confirming their right of representation.
It is not possible to participate in the General Meeting using electronic means of communication, to speak during it or to exercise voting rights in such form.
Neither the Company's Articles of Association nor the Rules of Procedure of the General Meeting provide for the possibility of exercising voting rights by correspondence.
Votes cast by the Shareholders during the General Shareholders Meeting will be counted electronically.
Exercising the voting right through a proxy
A Shareholder may participate in and vote at the General Shareholders Meeting in person or through a proxy.
A proxy exercises all rights of a Shareholder at the General Shareholders Meeting, unless otherwise provided for in the power of proxy.
A shareholder of a public company, holding shares recorded in a collective account, may appoint separate proxies to exercise rights from shares recorded in that account. A shareholder of the Company holding shares recorded in more than one securities account may appoint separate proxies to exercise rights from shares recorded in each of the accounts.
A power of attorney to participate in the General Meeting of the Company and exercise voting rights must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a qualified electronic signature.
The Company takes all appropriate actions in order to identify the Shareholder and the proxy for the purpose of checking the validity of power of proxy granted in an electronic form.
In order for the power of proxy to be effectively granted in an electronic form, a Shareholder is obliged to send to wz@lw.com.pl the information to the effect that the power of proxy has been granted, along with the form provided by the Company – filled in and signed, scanned to the .pdf format. Furthermore, the Shareholders who are natural persons should attach copies of documents confirming their identity to the powers of proxy granted by them in an electronic form, and the Shareholders who are legal persons and partnerships should attach copies of documents confirming their right to act on their behalf. Forms used to vote through a proxy will be available at the website of the Company’s Investors Relations, in the “General Shareholders Meeting” tab.
Proxies who were granted powers of proxy in a written form, are obliged, before they attend the General Shareholders Meeting, to produce their ID cards and valid powers of proxy granted in a written form.
Proxies who were granted powers of proxy in an electronic form, are obliged, before they attend the General Shareholders Meeting, to produce their ID cards.
Access to the documentation and information on the General Shareholder Meeting
Full text of documentation to be presented to the General Shareholders Meeting as well as draft resolutions are available for the persons entitled to attend the Extraordinary General Shareholders Meeting at the offices of the Management Board and at the official website of the Company, www.ri.lw.com.pl. Any other information concerning the General Shareholders Meeting shall be made available at the Company website.
The Company hereby announces that the General Shareholders Meeting will be recorded. Following the General Shareholders Meeting, an audiovisual recording thereof will be published at the Company’s website www.ri.lw.com.pl.
The following appendices are attached hereto:
- Draft resolutions of the Annual General Shareholders Meeting to be held on 25 June 2025,
- Report on operations of the Supervisory Board of Lubelski Węgiel Bogdanka S.A. for 2024,
- Report on remuneration of LW Bogdanka S.A. Management Board and Supervisory Board Members in 2024,
- Report of the independent auditor from the assurance service regarding the assessment of the Remuneration Report.
Legal basis for submitting the report: Article 19.1.1 and 19.1.2 of the Regulation of the Minister of Finance on the Stock Exchange