Information provided to a shareholder outside the general meeting.

The Management Board of Remak-Energomontaż S.A. ("Issuer", "Company"), provides answers to questions asked by the shareholder of the Open Pension Fund PZU "Złota Jesień", based on the application dated 4 January 2022, pursuant to art. 428 § 6 of the Commercial Companies Code:

1. Question marked with no. "1 /": "Is the above-mentioned resolution (resolution on election of members of the Supervisory Board of the company by voting in separate groups and delegating a member of the Supervisory Board of the company elected in voting in separate groups for permanent individual performance of supervisory activities) voting in groups was by the Management Board, the Supervisory Board of Remak-Energomontaż S.A. or another person, body or entity challenged or the issue in question was submitted to a competent court? If the answer is negative, what are the reasons for not taking any of the legal actions announced by the company's Management Board?
Answer: The suit with request for security was filed on 7th January 2022 by the President of the Issuer's Management Board - Aleksander Umiński, to the District Court in Warsaw, XVI Commercial Division. The content of claim statement includes the following requests: Application pursuant to Art. 189 of the Code of Civil Procedure: in order to establish the non-existence of a resolution of the General Meeting of Remak-Energomontaż S.A. of 7th December 2021 on the election of members of the Supervisory Board of the Company by voting in separate groups and delegating a member of the Supervisory Board of the Company elected under voting in separate groups to perform individual supervisory activities on a permanent basis and that, as a consequence, during the General Meeting of Remak- Energomontaż SA on 7th December 2021, no member of the Supervisory Board of Remak-Energomontaż S.A. was elected by voting in separate groups, and thus the mandates of members of the Supervisory Board of Remak-Energomontaż S.A. did not expire; alternatively, in the event that it is recognized for any reason that there are no grounds to establish in accordance with the above, the application pursuant to art. 425 of the Commercial Companies Code - for annulment of the resolution of General Meeting of Remak-Energomontaż S.A. of 7th December 2021 on the election of members of the Supervisory Board of the Company by voting in separate groups and delegating a member of the Supervisory Board of the Company elected in voting in separate groups in order to perform individual supervisory activities on a permanent basis; and moreover: an application pursuant to art. 730 of the Code of Civil Procedure - for securing the claims covered by the lawsuit by suspending the power (enforceability) of a resolution of  General Meeting of Remak-Energomontaż S.A. from 7th December 2021 on the election of members of the Supervisory Board of the Company by voting in separate groups and delegating a member of the Supervisory Board of the Company elected in voting in separate groups for permanent individual performance of supervisory activities until the final settlement of the proceedings triggered by the lawsuit;

2. Question marked with no. "2 /": "Is the remuneration still being paid to members of the Supervisory Board of Remak-Energomontaż SA, whose mandates expired on 7th December 2021, and if so, on what basis the Management Board of the company challenges the decision of the general meeting which is the only authorized body deciding on the composition of the Supervisory Board? ". 
Answer: The company is of the opinion that on 7th December 2021, a member of the Supervisory Board of Remak-Energomontaż S.A. was not elected by voting in separate groups, thus the mandates of the remaining members of the Supervisory Board of Remak-Energomontaż S.A. have not expired. However, due to the submission of the issue in question to the Court, the Company decided to suspend the payment of remuneration to members of the Supervisory Board for the period from 7th December 2021 to 5th January 2022, until the Court issues a final decision in the matter.

3. Question marked with no. "3 /": "Has the Management Board of Remak-Energomontaż S.A. enabled the implementation of the rights set out in article 390 § 2 of the Commercial Companies Code, due to Mr. Grzegorz Janas' rights in connection with delegating him in order to perform supervisory activities under permanent individual supervision? and participating in every meeting of the Management Board in an advisory capacity? ". Answer: The company did not enable the exercise of the indicated rights, because according to the information already provided, it is of the opinion that no resolution of the Extraordinary General Meeting was adopted on the election of a supervisory board member by voting in separate groups and delegating him to permanent individual performance of supervisory activities. In connection with the above mentioned, until a possible other decision on this issue by the Court, he cannot disclose to Mr. Janas data and information that may constitute a trade secret or confidential information, or are personal data, and such information is generally available to members of the supervisory board. In this situation, enabling Mr. Janas to exercise his rights could be treated as disclosure of data to a third party and lead to violations of the law by the Company.
Detailed legal basis: § 19 par. 1 point 12) of Financial Minister Regulation of 29th March 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state.

Publication date: 2022-01-18 09:18

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