Limitations of voting rights

On 31 December 2012 the amendments to the Articles of Association of PGNiG introduced under a resolution of the Company’s Extraordinary General Meeting dated 6 December 2012 were entered in the Commercial Register. Under the amended Articles of Association, the voting rights of Company shareholders are limited so that at the General Meeting no shareholder can exercise more than 10% of total voting rights at the Company as at the date of the General Meeting, with the proviso that the restriction of voting rights is deemed non-existent for the purpose of determining the obligations of buyers of major holdings of shares.

The voting rights restrictions do not apply to shareholders who were holders of shares conferring more than 10% of total voting rights at the Company on the date of the General Meeting’s resolution imposing the restrictions, and to shareholders acting together with shareholders holding shares conferring more than 10% of total voting rights under agreements on voting in concert.

For the purpose of the voting rights restriction, votes of shareholders bound by a parent-subsidiary relationship are aggregated, and if the aggregated number of votes exceeds 10% of total voting rights at the Company, it is subject to reduction.