„REGULATIONS OF GENERAL MEETINGS OF ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH
„ELZAB" SPÓŁKA AKCYJNA [„ELZAB” COMPUTER EQUIPMENT FACTORY – Joint Stock
Company]
WITH REGISTERED OFFICE IN ZABRZE
(codified text)
I.
GENERAL PROVISIONS.
§ 1.
1.
These Regulations (hereinafter referred to as „The Regulations") define the principles
and mode of holding annual and extraordinary General Meetings of „ELZAB" Computer
Equipment Factory Joint Stock Company with registered office in Zabrze (hereinafter
referred to as “The Company").
2.
The Regulations and the commonly applicable laws and the Company Statute represent
the legal foundation of General Meeting functioning.
3.
The provisions of commonly applicable laws and the Company Statute prevail over the
provisions of these Regulations .
4.
Whenever the term „attendee” or „attendees” is used in these Regulations, it should be
understood as a shareholder or shareholders, their statutory representatives and
plenipotentiaries..
5.
The provisions of these Regulations concerning the shareholders shall apply to their
plenipotentiaries and statutory representatives, respectively.
§ 2.
II.
1.
The Company General Meeting (hereinafter referred to as „The General Meeting" or
„The Meeting"), is helt according to the announced agenda, on date and in location
indicated in the General Meeting announcement.
2.
The technical and organisational operation of the Meeting is provided by the Company
Management Board. .
THE RIGHT TO ATTEND THE GENERAL MEETING.
§ 3.
1.
The authorised persons only are entitled to attend the General Meeting, i.e. the
shareholders in the Company holding such status at least sixteen days prior to the date of
the Meeting (day of registration of attending the General Meeting). The Shareholders may
be represented by their statutory representatives or plenipotentiaries, provided, however,
that they can evidence and submit the Power of Attorney granted to them by persons
authorised thereto, according to the excerpt from relevant register.
2.
The Power of Attorney to attend a General Meeting and exercise the right to vote must be
granted in writing or in an electronic form.
3.
In case of granting Power of Attorney in writing, the plenipotentiary [Attorney in Fact]
should produce the original Power of Attorney on registration on the list of attendees of
the General Meeting. The representatives of legal entities should produce the current
excerpt from relevant register, determining the persons authorised to represent such
entities.
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4.
A Plenipotentiary holding further Power of Attorney is obliged to produce his/her
authorisation by producing a certified power of attorney being the foundation for such
further power of attorney accompanied by documents confirming authorisation of the
original plenipotentiary.
5.
In case of granting a Power of Attorney electronically, the Power of Attorney should be
granted on a correctly and completely completed and signed form made available by the
Company on its website. The Shareholder and the Shareholder’s plenipotentiary granting
further Power of Attorney is obliged to notify the Company on granting electronic Power of
Attorney in PDF format by e-mail to the e-mail address indicated in the announcement on
convening the General Meeting, two business days prior to the date of General Meeting,
at the latest. In case of shareholders being legal entities, the Power of Attorney should be
accompanied by the current excerpt from appropriate court register, in a PDF format,
determining the persons authorised to represent such entities. If no such excerpt from
relevant register is produced, the Company will call such Shareholder to send the
relevant document. If the Company does not receive the said document by the date fixed,
the plenipotentiary of such shareholder will not be admitted to attend the General
Meeting.
6.
A shareholder should notify the Company on withdrawal of Power of Attorney in electronic
form one business day prior to the date of the General Meeting, attaching to the e-mail a
correctly and completely filled out and signed appropriate form made available by the
Company on its website from the date of announcing the General Meeting. In case of
shareholders being legal entities, in addition to the withdrawal of power of attorney, the
shareholder should attach to the e-mail the current excerpt from appropriate register, in
PDF format, determining the persons authorised to represent such entities. If no such
current excerpt from appropriate register is produced, the Company will call such
shareholder to send the relevant document without delay. The lack of current excerpt
from appropriate register will result in the lack of withdrawal of Power of Attorney. The
withdrawal of Power of Attorney will also be effective in case of receipt of the original of
relevant document on the Company mailing address (Zakłady Urządzeń Komputerowych
„ELZAB" S.A. ul. Kruczkowskiego 39, Zabrze 41-813) one business day prior to the date
of the General Meeting, at the latest. In case of shareholders being legal entities, such
shareholder should attach to the withdrawal of Power of Attorney the current excerpt from
appropriate register, determining the persons authorised to represent such entities. In
case of the lack of the current excerpt from appropriate register, the Company will call
such shareholder to send the relevant document without delay. The lack of current
excerpt from appropriate register will result in the lack of withdrawal of such Power of
Attorney.
7.
If a Shareholder withdraws a Power of Attorney being the foundation for further Power of
Attorney, the further plenipotentiary will not be admitted to attend the General Meeting.
8.
Granting or withdrawal of Power of Attorney in an electronic form does not require safe
electronic signature verified by means of a valid qualified certificate. .
9.
In order to verify the Power of Attorney granted electronically, the Company may request
the shareholder of plenipotentiary by telephone or on the e-mail address provided by
them to confirm the Power of Attorney granted. The Company may also take measures in
order to confirm the Power of Attorney granted.
10.
The persons authorised due to registered shares and provisional certificates and
pledgees and users with the right to vote are authorised to attend the General Meeting of
the Company if they are listed in the share register on the day of attending the General
Meeting.
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11.
All the documents made in another language, particularly the excerpts and extracts from
relevant registers and powers of attorney must be accompanied by the original translation
or certified copy of translation of such document into Polish, made by a sworn translator.
This requirement does not apply to granting or withdrawal of a power of attorney, made
on the forms made available by the Company on its website.
12.
Certified copies (excerpts) of documents shall be deemed copies confirmed as true and
exact copies of the original personally by the principal, legal advisor, attorney in law or
notary public. It does not apply to powers of attorney, which must always be submitted in
the original or as a notarised copy.
13.
In addition to shareholders, their plenipotentiaries or statutory representatives, the
following persons are authorised to attend the General Meeting (without the right to vote,
unless they are simultaneously shareholders in the Company, their statutory
representatives or plenipotentiaries):
a)
members of the Management Board and Supervisory Board and proxies;
b)
certified auditor auditing the Company financial statement – at the annual General
Meeting or extraordinary General Meeting – if the Management Board deems its
attending as recommended due to the agenda;
c)
notary public recording the minutes of the General Meeting;
d)
experts and consultants invited by the Management Board;;
e)
candidates to the Company Supervisory Board in the part concerning their potential
nominations to the Supervisory Board;
f)
the Company employees;
g)
technical staff;
h)
media representatives.
14.
Members of the Company Supervisory Board and Management Board should attend the
General Meeting in the number enabling provision of substantial answers to the questions
asked at the Meeting, related to the particular points of the agenda.
15.
Members of the Company Supervisory Board and Management Board and the certified
auditor should, within the limits of their competence and if this is reasonable for
assessment of the matter included in the agenda, provide explanations and information to
the attendees and answer the questions concerning the Company. The persons
requesting for information and those who answer the questions should consider the fact
that:
a)
The Company is „a public company” in the meaning of the Law of 15 th September, 2000 –
Commercial Companies Code Dz.U. No. 94, item 1037 as amended (hereinafter referred
to as „Commercial Companies Code”), and therefore is also subject to the legal
regulation concerning public companies, in particular the Law of 29th July, 2007 on public
offer and conditions governing the introduction of financial instruments to organised
trading system and on public companies (i.e. Dz.U. of 2009 No. 185, item 1439 as
amended) and the Law of 29.7.2005 on trading financial instruments (i.e. Dz.U. of 2010
No. 211, item 1384 as amended).
b)
the Company may not provide some information in any other way than defined by
appropriate legal regulations. The Management Board is authorised to refuse to provide
information, under principles determined in Commercial Companies Code.
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III. ATTENDANCE LIST.
§ 4.
1.
The attendance list is made in virtue of the list of shareholders entitled to attend the General
Meeting signed by the Management Board. .
2.
The shareholders arriving at the General Meeting confirm their presence by their own
signatures on the attendance list placed at the entrance to the conference room and they
collect their voting devices. The condition for provision of a voting device is submission of
appropriate documents defined in § 3 of these Regulations.
3.
The Attendees sign on the attendance list their full name and surname.
4.
The persons appointed by the Management Board on registration at the General Meeting
carry out the preliminary check of the attendance list. Their duty is to check:
a)
b)
c)
whether the shareholder is included in the list of persons authorised to attend the Meeting,
the identity of the shareholders or persons representing them,
proofs of powers to represent the shareholders (power of attorney, excerpts or extracts from
registers, etc.)
5.
In case of any doubts the person checking the attendance list should point it out to the Chair
person of the Meeting – after his/her election and before signing the list by the Chair person. .
6.
The attendance list must not be disclosed to any third persons and it is displayed for the
shareholders for overview throughout the duration of the debates. The attendance list should
include the following details::
a)
the shareholder’s first name and surname (business name), name and number of document
according to which the identity of the Meeting’s attendee has been established,
b)
information whether the Meeting’s attendee is a shareholder, statutory representative of a
shareholder or a shareholder’s plenipotentiary. If an attendee is a statutory representative or
plenipotentiary – also indication of the first name and surname or business name of the
shareholder represented,
c)
number of shares held by the shareholder and being at the disposal of the person attending
the Meeting, indicating their type,
d)
number of votes falling on specific shares,
e)
signature of the attendee of the Meeting on the attendance list.
7.
For its validity the attendance list must be signed by the Chair person.
8.
The motions concerning authorisations to attend the General Meeting are addressed to the
Chair Person of the General Meeting – after his/her election and the Chair Person, upon
consultation with the Notary, shall make decisions on the said matters, unless a commission is
appointed as mentioned in art. 410 § 2 of Commercial Companies Code.
9.
At a shareholder’s request, the decision of the Chair Person’s or commission mentioned in
par. 8 above on refusal to admit them to attend the Meeting should be voted upon by the
General Meeting.
10.
After preparing and signing the attendance list, the Chairman shall announce the number of
shareholders attending the Meeting and the number of votes eligible to each of them. .
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11.
If any of the attendees leaves the conference room during the Meeting they must return the
voting devices to the Chair Person.
12.
The Chair Person shall announce all the amendments or additions to the attendance list
during the Meeting and such circumstances are recorded in the Notary’s minutes of the
Meeting.
IV. OPENING THE MEETING. ELECTION OF THE CHAIR PERSON.
§ 5.
1.
The debates of the General Meeting are opened by a person indicated in the Company Statute.
The person opening the Meeting may make all the decisions concerning the order, necessary
for starting the debates and election of the Chair Person of the Meeting. The provisions of § 6
par. 3 - 5 of the Regulations apply to the person opening the Meeting accordingly.
2.
Directly after opening the Meeting, the person who opened the debates shall order and carry out
the election of the Chair Person of the Meeting out of the attendees of the Meeting.
3.
Each person authorised to attend the Meeting is entitled to be a candidate for the Chair Person
of the Meeting and they may also withdraw their candidateship.
4.
The candidate suggested shall be entered in the list of candidates after making a verbal
declaration that he/she accepts the candidateship. The list of candidates shall be made by the
person who opened the debates of the Meeting.
5.
The person who opened the debates of the Meeting watches the correct progress of voting the
election of the Chair Person, informs the attendees on the number of shareholders attending the
Meeting and the number of votes they have at their disposal and after the vote, he/she
announces its result.
6.
The Chair Person of the Meeting is elected in secret ballot, according to the order of candidates
suggested. The Chair Person of the Meeting shall be the person who gained the largest number
of votes “for”. If any of the candidates wins the absolute majority of votes, such candidate shall
become the Chair Person and the other candidates shall not be voted.
7.
If two or more candidates gain the equal largest number of votes, the person opening the
Meeting shall order supplementary election which only the candidates who gained the equal
number of votes are entitled to participate in. If the double vote on the election of the Chair
Person brings no result, the person opening the Meeting shall become the Chair Person and if
he/she is not authorised to attend the Meeting, the President of the Company Management
Board shall become the Chair Person of the Meeting
V.
COMPETENCES OF THE CHAIR PERSON OF THE MEETING.
§ 6.
1. After the election the Chair Person of the Meeting:
a)
confirms the correct manner of convening the Meeting and its capability to adopt
resolutions on the matters included in the agenda, in virtue of the documents related to
convening the Meeting and produced to him/her by the Management Board,
b)
informs the attendees of the Meeting on the notary public and people with advisory vote
or other persons attending the Meeting at the invitation of the Company authorities,,
c)
orders to check the attendance list of persons authorised to vote and then, subject to no
objections, signs it. .
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2.
At the motion ot shareholders of at least 1/10 of the share capital, the Chair Person shall order
to check the attendance list by a commission elected for this very purpose, such commission
shall consist of at least three persons, however, one commission member shall be elected by
the movers. The Commission shall make decisions by absolute majority of votes and pass the
voting results to the Chair Person who will announce them.
3.
In addition to the matters resulting from the laws, the Company Statute and the Regulations, the
duties and authorisations of the Chair Person include in particular:
a)
ensuring efficient and compliant with the set agenda course of debates of the Meeting,
respecting the rights and interest of all the shareholders;
b)
preventing the abuse of rights by the attendees and ensuring respect of the minority
shareholders’ rights, pursuant to the regulations of Commercial Companies Code, the
Company Statute and the Regulations;;
c)
giving the floor and cutting off the attendees of the Meeting and experts invited;
d)
ordering votes, watching their correct course and announcing the voting results;
e)
stating the adoption or non-adoption of the particular resolutions;
f)
announcing short breaks in the debates, being no postponement thereof, subject to the
fact that such breaks must not impede the shareholders the exercise of their rights and
the breaks should be announced in such a way that the debates could be closed on the
day of their start;
g)
settling the regulatory uncertainties;
h)
ordering votes on removal from the conference room of the persons seriously infringing
the laws, statute, the Regulations provisions or good manners ;
i)
cooperation with the Notary Public recording the Minutes of the Meeting;
j)
assuming position to the motions presented by the attendees of the Meeting and, if he/she
finds it necessary, ordering votes on such motions;
k)
providing technical explanations concerning votes, particularly if a vote is carried out with
the use of the electronic vote counting system.
4.
While doing his/her procedures, the Chair Person may use the help of the Notary, lawyers and
technical operation staff at any time and he/she may order short breaks for such purpose.
5.
The Chair Person of the Meeting should not resign from his/her function if there are no importan
reasons thereof, neither may he/she delay signing the Minutes of the Meeting.
6.
The Chair Person may introduce in the debates and subject to votes any points of order,
although they were not included in the agenda. The Meeting may adopt resolutions on the
points of order and concerning convening an extraordinary General Meeting, although they were
not included in the agenda.
7.
The points of order include in particular:
a)
granting and withdrawing consent for attending the Meeting by other persons than
indicated in § 3 par. 13 section (a) - (c) of the Regulations;
b)
putting forward a motion for changing the order of matters included in the agenda;
c)
putting forward a motion for appointing a commission as indicated in § 6 par. 2 of the
Regulations;
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d)
putting forward a motion for appointing the returning committee;
e)
election of committees pursuant to the laws, Statute and the Regulations;
f)
recording the course of debates by means of audio-visual recording equipment;
g)
processing the motion and adopting resolution on convening Extraordinary General
Meeting;
h)
decisions on formal motions, determined in the Regulations;
i)
processing motion for changing the Chairperson.
8.
The Chairperson may not refuse to subject a point of order to vote by the Meeting.
9.
Subject to the laws, Statute and the Regulations, the Chairperson may not remove any matters
from the agenda announced independently or change the order of the particular points or
subject to debates any substantial matters not included in the agenda announced.
§ 7.
1.
The Meeting may elect a Returning Committee consisting of three members. The election shall
be made according to the following provisions.
2.
Each attendee is entitled to be a candidate for a Returning Committee member. The list of
candidates shall be made by the Chairperson of the Meeting.
3.
If the attendees of the Meeting proposed only three candidates for the Returning Committee
members and none of the attendees of the Meeting objected to their membership of the
Returning Committee, nor motioned for vote, the candidates proposed shall become members
of the Returning Committee without the necessity of formal vote.
4.
If the attendees of the Meeting proposed only three candidates for the Returning Committee
members, but a vote is necessary due to objection, the attendees of the Meetings shall elect
them by block-voting, i.e. for the three candidates together. The rejection of the proposed
members by the Meeting causes reopening of the candidate list.
5.
If the attendees of the Meeting proposed more than three candidates for the Returning
Committee members, they shall elect them by voting individually for each candidate. The
candidates who gained the highest number of votes shall become members of the Returning
Committee, and with the equal number of votes cast for two or more candidates an additional
vote shall be carried out.
6.
The Returning Committee members are elected upon secret ballot, unless the Meeting
overrules the secrecy of votes.
The tasks of the Returning Committee include:
7.
a)
supervision over the correct course of the votes,
b)
informing the Chairperson of the Meeting on the voting results,,
c)
other procedures related to conducting the votes.
8.
The minutes containing the results of each vote shall be signed by all the Returning Committee
members and the Chairperson of the Meeting directly after counting the votes.
9.
If no Returning Committee is appointed, their tasks shall be done by the Chairperson of the
Meeting personally, with assistance of the technical staff.
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VI. THE AGENDA. FORMAL MOTIONS.
§ 8.
1.
Upon confirmation that the Meeting is capable of adopting resolutions and signing the
attendance list, the Chairperson of the Meeting informs the attendees of the Meeting on the
agenda and subjects the resolution on the agenda of the Meeting to voting on the specific date.
2.
The Meeting mat adopt resolution on the agenda on the specific date concerning:
a)
waiver of processing the matters included in the agenda,
b)
changing the sequence of processing the matters included in the agenda,
c)
overruling the whole agenda proposed and deciding on convening an extraordinary or
annual General Meeting and settling the agenda of such Meeting.
3.
The resolution on waiver of processing a matter included in the agenda may be adopted only in
the case of significant and substantial reasons opting therefor. A motion in such case should be
motivated in detail. This does not apply to a motion for removing from the agenda a point
included pursuant to art. 401 § 1 of Commercial Companies Code, if such motion is placed by a
shareholder who formerly requested for placing the same point in the agenda.
4.
It is not permitted to waiver processing a matter included in the agenda at the request of a
shareholder pursuant to art. 401 § 1 of Commercial Companies Code, without the consent of
such shareholder, unless he/she is absent from the Meeting.
5.
After the Meeting has adopted resolution on waiver of processing a matter included in the
agenda, the motions concerning such point of the agenda shall be left unprocessed by the
Chairperson.
§ 9.
1.
The matters included in the agenda shall be reported by the persons appointed by the authority
convening the Meeting. After reporting each point of the agenda, the Chairperson shall allow the
attendees of the Meeting to ask questions concerning the point being processed.
2.
Each attendee of the Meeting may speak about the matters included in the agenda only, in the
scope of the point being currently processed. While processing each case included in the
agenda, depending on the circumstanced, the Chairperson may determine the time frames each
speaker shall be entitled to for their statement and reply. The time limit does not apply to the
Company authorities, certified auditor, experts and consultants. The Chairperson’s decision may
be appealed with the Meeting, the latter shall adopt the final resolution in this scope.
3.
The Chairman of the Meeting enters the attendees wishing to participate in the discussion and
gives floor, according to their calling order.
4.
After the list of speakers on the matter included in the agenda has been exhausted, the
Chairman of the Meeting shall give floor to the relevant member of the Company authorities or
person indicated by him/her to enable him/her to make the reply.
5.
The Chairman of the Meeting may give floor to a Supervisory of Management Board member as
well as the expert, visitors and advisors out of turn.
6.
The Chairperson shall decide on closing the discussion.
7.
The Chairperson may reprimand the speaker who disgresses from the matter being processed,
exceeds the time of speaking allocated to him/her or makes prohibited statements.
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8.
The speakers who ignore the Chairperson’s remarks or speak in a manner infringing the
Regulations may be cut off by the Chairperson.
9.
The Chairperson may remove from the conference-room persons who disturb the peace and the
agenda. The Meeting may make a different decision in this matter, at the motion of the person
concerned.
10.
Each attendee of the Meeting may propose a formal motion.
11.
For formal matters the Chairperson of the Meeting gives floor out of turn.
12.
Formal motions are deemed the motions on the method of debating and voting, particularly
concerning:
a)
b)
c)
d)
e)
f)
g)
h)
i)
adjourning or closing the discussion,
limiting the time of speeches,
method of conducting debates,
closing the list of speakers,
ordering a short break in the debates,
sequence of voting the motions,
closing the list of candidates at the elections,
compliance of the course of the Meeting with the laws, Statutre and the Regulations,
łącznego rozpatrzenia kilku punktów porządku obrad.
13. The motions may be placed in writing. The formal motions shall be settled by the Chairperson of
the Meeting and in case of objection against his/her decision, raised by an attendee of the
Meeting, the Meeting shall decide on it. Prior to settling a formal motion, the Chairperson may
order a discussion over such motion.
14.
Voting the formal or orderly matters may concernin the issues related to conducting the Meeting
debates only. The resolutions that might affect the exercise of the shareholders rights must not
be voted in this mode.
15.
The basic rights of the shareholders entitled to vote include in particular:
a)
exercising the right to vote in an undisturbed manner,
b)
placing formal motions,
c)
requesting secret ballot,
d)
requesting to record the objections raised,
e)
asking the Company authority members, certified auditor and invited experts questions in
matters included in the agenda,
f)
raising proposed resolutions and amendments to draft resolutions included in the
agenda,
g)
making written statements to be recorded in the Minutes of the Meeting.
16. The basic duties of the shareholders entitled to vote include in particular:
a)
observance of the laws, the Company Statute and the Regulations and good manners,
b)
not abusing the right to speak,
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17.
At each request of the Chairperson and prior to speaking, the shareholder should introduce
him/herself with their full name, while the statutory representative and plenipotentiary should
additionally inform about the shareholder they speak for.
18.
After conducting discussion on the specific point of the agenda, the Chairperson shall close it
and subjects draft resolution to vote.
VII RESOLUTIONS.
§ 10.
1.
The General Meeting makes decisions in the form of resolutions.
2.
The Management Board shall prepare draft resolutions included in the agenda projected in the
announcement of the Meeting and announces them with relevant rationales on the Company
website by date determined by appropriate regulations. The same applies to draft resolutions
proposed by authorised shareholders, pursuant to art. 401 § 4 of Commercial Companies Code.
The draft resolutions proposed by the shareholders should contain rationale. In case of no
rationale provided, the Management Board shall request such shareholders for supplementing
the rationales to the drafts proposed.
3.
Draft resolutions and draft amendments to resolutions proposed by authorised entities during
the Meeting should be made in writing, unless it is excessively impeded, then a verbal proposal
is permitted.
4.
The resolutions on orderly matters or formal motions are edited and read by the Chairperson;
the right of the Meeting attendees to propose drafts or amendments to the drafts in this matter is
not excluded.
5.
A draft resolution of motion for amending its content may be withdrawn by the persons
proposing the same.
6.
The Chairperson should read draft resolution concerning the specific point of the agenda,
unless the draft resolution has been made available by the Company its website as a current
report or is included in the materials for the General Meeting provided to the shareholders.
Nevertheless, the Chairperson should read the draft resolution at the request of even one of the
shareholders.
7.
After reading the draft resolution (considering the provisions of par. 6 above) the Chairperson
shall enable the shareholders to propose amendments to the draft presented and then they are
subjected to vote, in the following sequence:
a)
b)
The most crucial amendments, i.e. those whose acceptance or rejection shall make the
other amendments pointless, shall be voted first,
voting draft resolution in whole, including the changes resulting from the voted
amendments.
8.
The amendments proposed to the resolution in relation to which none of the attendees objected
shall be deemed accepted by acclamation, without the necessity to vote the amendment
separately.
9.
If a resolution on approval of an amendment (including its acclamation), the amendments
contrary to is shall not be voted.
10.
After vote (or acclamation) on the amendments the Chairperson shall edit and subject to vote
the final text of resolution on the given point of the agenda.
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11.
If various draft resolutions concerning the same point of the agenda have been proposed, the
Chairperson shall subject all the drafts to vote in the sequence set by him/herself. If one of the
competitive draft resolutions is passed, the other drafts shall not be subjected to vote.
12.
If amendments to the competitive draft resolutions have been proposed, the amendments to the
resolution, which according to the Chairperson’s decision, should be adopted first. The
provisions of par. 6 to 11 shall apply accordingly. If the resolution is not passed, the Chairperson
shall order proceeding with the next draft resolution and amendments to the said draft,
according to the sequence set.
13.
Overruling a draft resolution as a result of voting, due to failure to gain the majority of votes
required shall not mean that the Meeting adopted a negative resolution with the text contrary to
the motion subjected to vote.
14.
The Meeting may amend or overrule its own resolution adopted earlier (reconsideration).
15.
Reconsideration may not occur at the same Meeting, except cases when the entire share capital
is represented at it and none of the attendees raised any objection to such reconsideration of a
resolution.
16.
If the Meeting adopts a resolution on convening an extraordinary General Meeting, the
resolution shall be effective provided it contains the following elements: date and place of the
meeting and the agenda. The Management Board is responsible for execution of the resolution,
unless the Meeting decides otherwise.
VIII. VOTING.
§ 11.
1.
2.
The Meeting resolutions are passed by ordinary majority of votes cast, unless otherwise
provided by the applicable laws or the Company Statute.
If adopting a resolution requires a defined quorum or qualified majority of votes, checking the
number of votes being at the disposal of the attending shareholders or the percentage of share
capital that is represented is done by means of counting the number of votes cast in a vote over
a draft resolution.
3.
Should the laws or the Statute require to carry out a vote in separate groups (types) of shares.
The Chairperson shall order a separate vote in specific groups of shares. The attendees
authorised to vote from a specific type of shares shall participate in each vote. Every vote in a
specific group shall be recorded in separate minutes.
4.
The Chairperson may order that the shareholders authorised to vote from a specific type of
shares shall vote in a sequence set by the Chairperson.
5.
If an attendee of the Meeting holds various types of shares, they should vote in each group of
shares separately, casting as many votes as may fall for the particular type of share.
6.
The following are considered separate groups (types) of shares:
7.
a)
preference shares with voting rights and granting the shareholders special powers which
are not eligible to other shares (a separate group of shares for each scope of preference),
b)
preference shares with voting rights only, however each type of shares is set according to
the same number of votes per one share,
c)
ordinary bearer shares.
The votes at the meetings may be conducted with the use of electronic technology.
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8.
The documents containing the results of each vote shall be signed by the Chairperson and all
the Returning Committee members – if such committee has been appointed.
9.
Whenever the laws or the Company Statute regulations must meet special conditions in order to
adopt a specific resolution, for example the representation of a defined part of the share capital,
the Chairperson of the Meeting confirms and announces the Meeting’s capability of adopt such
resolution prior to the vote.
10.
Upon receipt of the vote results, the Chairperson of the Meeting announces the number of votes
cast for the resolution, votes against the resolution and the number of votes abstaining and then
he/she states whether the resolution has been passed.
11.
Whoever has an objection against the resolution passed, they have the possibility to justify their
objections briefly.
12.
If a shareholder intends to vote differently from the shares held (art. 411 3 of Commercial
Companies Code) such shareholder should report such intention prior to the announcement of
vote over the resolution by the Chairperson at the latest. Then the Chairperson shall announce
a technical break, in order to enable the issue of appropriate number of voting cards to such
shareholder.
IX. ELECTION AND CHANGES OF SUPERVISORY BOARD MEMBERS.
§ 12.
1.
The Meeting makes changes of the Supervisory Board members in a secret ballot.
2.
Every attendee of the Meeting has a right to motion for dismissal of one of more Supervisory
Board members. Such motion is submitted with a rationale so that the Meeting may make a
conscious decision on the dismissal of each Supervisory Board member separately.
3.
Each attendee of the Meeting has a right to propose one or more candidates for the Supervisory
Board members within the time limit set by the Chairperson of the Meeting. The proposal should
include:
a)
first name and surname, brief professional CV of the candidate and rationale of his/her
candidateship,
b)
4.
first name and surname of the proposing person and, if necessary, surname and first
name or business name of the shareholder whom he/she represents.
If a candidate attends the Meeting, he/she should make a statement whether he/she gives
consent for the candidateship. Such statement may be made in writing or verbally for the
minutes of the Meeting and it should contain information about any prerequisites excluding the
appointment of such candidate for the Supervisory Board. The proposal of a candidate absent
at the Meeting should be accompanied by his/her written consent for the candidateship,
containing the information determined in the preceding sentence.
5.
The Chairpeson of the Meeting makes the list of candidates for the Supervisory Board
members.
6.
When the Chairperson of the Meeting confirms that none of the attendees of the Meeting
proposes any more candidates for the Supervisory Board members or upon expiration of the
time limit fixed for this purpose, the list of candidates shall be closed.
7.
The list of candidates cannot be closed, if the number of candidates proposed is lower than the
number of positions to be occupied, unless closing the list does not cause infringement to the
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provisions of the Company Statute, which anticipate the minimum and the maximum number of
the Supervisory Board members.
8.
The election of the Supervisory Board members is conducted by voting for the subsequent
proposed candidates. The candidates who gained the highest number of votes “For” their
appointment shall be elected the Supervisory Board members .
9.
If two or more candidates gain the same number of votes and in consequence the number of
persons elected will exceed that of positions in the Supervisory Board, the Chairperson of the
Meeting shall order supplementary elections to be participated by the candidates only who
gained the equal number of votes.
10.
If the number of candidates for the Supervisory Board members proposed corresponds to the
number of positions to be occupied, the vote may be conducted in the block system i.e. for all
the candidates simultaneously, unless an objection has been made against it. If an objection is
raised the vote shall be carried out under the principles determined above.
§ 13.
1.
At the motion of the shareholders representing at least one fifth of the share capital, the election
ot the Supervisory Board members should be carried out by the next Meeting, by voting in
separate groups.
2.
The persons representing at the Meeting the part of shares falling upon division of the total
number of shares represented by the maximum number of the Supervisory Board members,
may form a separate group in order to elect one Supervisory Board member, however, they do
not participate in the election of the other members.
3.
The mandates in the Supervisory Board that are not occupied by the appropriate group of
shareholders, formed according to par. 2 above, shall be occupied through voting in which those
shareholders shall participate whose votes have not been cast while electing the Supervisory
Board members in voting in separate groups .
X.
ADJOURNED DEBATES.
§ 14.
1.
If the Meeting orders adjourning of the debates as mentioned in art. 408 § 2 of Commercial
Companies Code, the resolution should indicate the date/time and place of the debate
continuation.
2.
The resumed debates shall start with making a new attendance list, unless the Meeting resumes
the debates on the same day.
3.
If the Chairperson elected prior to adjourning the debates is present – no new election is made
and the Meeting shall be chaired by the same person.
4.
As for the shareholders’ representatives – if they are new representatives, the power of attorney
or another relevant document authorising them to represent the shareholder at the Meeting
should be submitted, pursuant to the requirements of the Regulations.
5.
The right to attend the Meeting is decided upon according to the principles defined in the
Commercial Companies Code and announcement of the General Meeting and the terms
indicated therein are calculated in relation to the Meeting date originally announced, not in
relation to the date and time of resumed debates.
6.
No extension of the agenda of the Meeting after adjournment, in relation to the text of the
announcement of the Meeting is allowed.
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7.
While announcing adjournment of the debates by the Meeting, the resolutions adopted before
adjournment shall be recorded in the Minutes of the Meeting, including a note that the Meeting
has been adjourned.
8.
Upon resumption of the Meeting debates the resolutions adopted in this part of the debates shall
be recorded – in separate minutes and in case of more adjournments – in several separate
minutes.
9.
Each Notary’s Minutes made according to par. 8 shall be accompanied by the attending list of
the Meeting of the attendees of each particular part.
XI.
FINAL PROVISIONS.
§ 15.
After the agenda has been exhausted, the Chairperson of the Meeting shall announce closing the
Meeting debates.
§ 16.
1.
2.
The resolutions of the Meeting are recorded by Notary Public.
In the Minutes the Notary confirms the correctness of convening the Meeting and its capability to
adopt resolutions, the text of resolutions passed and for each resolution: the number of shares
from which valid votes have been cast, the percentage of the shares in the share capital, the
total number of valid votes „for”, „against” and „abstaining” as well as the objections raised. The
minutes shall be accompanied by the list of attendees of the Meeting with their signatures.
3.
The excerpt of the minutes and evidence of convening the General Meeting shall be attached to
the book of Minutes by the Management Board.
4.
In addition to the minutes written in the form of a Notarial Deed, the Chairperson may order
additional recording of the whole or part of the debates by a minute-recorder appointed for this
purpose by the Chairperson. A person who is not an attendee of the Meeting may be a MinuteRecorder.
5.
The record may include the matters that are not the subject of the minutes made by the notary,
particularly the method of settling the orderly and formal matters and the course of discussion
concerning the draft resolutions proposed.
6.
On release of a certify copy of the Notary’s minutes of the Meeting to a shareholder, the
Company may request reimbursement of the cost of their preparation.
7.
The course of the debates – in whole or in part – may be additionally recorded by audio-visual
equipment.
8.
The carriers with the Meeting debates recorded shall be stored at the Company by the
Management Board who may decide to destroy them, while no copies thereof shall be released.
9.
Recording of the course of debates may be made at the Meeting’s consent, subject to the fact
that the person speaking may request to stop dissemination or publishing their statements or
pictures recorded in such a way.
10.
The provisions mentioned in par. 4- 9 of this clause are not subject to the regulation on the
minutes of general meetings.
§ 17.
Any matters concerning debates and not regulated by these Regulations or laws shall be settled by
the Meeting by relevant votes.
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§ 18.
1.
Any amendments and supplements to these Regulations need relevant resolution of the
Meeting in order to be forceful and effective.
2.
Any amendments and supplements to these Regulations shall apply starting with the Meeting
following the one they were adopted at.
3.
These Regulations shall come into force and effect when the Meeting adopts a resolution on its
acceptance and shall apply from the date of the next Meeting on.”
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