Regulations of the General Assembly
Regulations of the General Meeting of Shareholders of the Company Grupa Finansowa Premium S.A. in Katowice
Adopted by Resolution No. 20 dated June 15, 2007. of the Ordinary General Meeting of Grupa Finansowa Premium S.A., taking into account amendments introduced by Resolution No. 3 dated December 2, 2009. Extraordinary General Meeting of the Company Grupa Finansowa Premium S.A.
§ 1 Definitions
I. For the purposes of the Regulations, the following definitions are introduced:
1) Company – Grupa Finansowa PREMIUM S.A. in Katowice;
2) Meeting – Ordinary General Meeting or Extraordinary General Meeting of Shareholders of the Company;
3) Supervisory Board (or Council) – the Supervisory Board of the Company;
4) Chairman – the Chairman of the Assembly;
5) Board of Directors – the Board of Directors of the Company;
6) Shareholder – a shareholder of the Company;
7) Shareholder’s proxy – a person authorized to attend the Meeting on the basis of a power of attorney granted by the shareholder;
8) Participant – a shareholder, proxy of a shareholder;
9) Articles of Association – the Articles of Association of the Company;
10) resolution – a resolution of the Assembly;
11) Code – the Law of September 15, 2000. Commercial Companies Code ( Journal of Laws No. 94/00, item 1037);
12) Announcement – an announcement about convening a general meeting of a public company within the meaning of Article 4022 of the PCCC;
13) GM Address – the Company’s e-mail address for communicating with the Company on matters related to the organization and conduct of the Meetings, which is as follows: wz@grupafinansowa.pl;
14) Certificate – a registered certificate of the right to participate in the Meeting, issued to a Shareholder pursuant to Article 4063 § 2 of the Commercial Companies Code.
2) Meeting – Ordinary General Meeting or Extraordinary General Meeting of Shareholders of the Company;
3) Supervisory Board (or Council) – the Supervisory Board of the Company;
4) Chairman – the Chairman of the Assembly;
5) Board of Directors – the Board of Directors of the Company;
6) Shareholder – a shareholder of the Company;
7) Shareholder’s proxy – a person authorized to attend the Meeting on the basis of a power of attorney granted by the shareholder;
8) Participant – a shareholder, proxy of a shareholder;
9) Articles of Association – the Articles of Association of the Company;
10) resolution – a resolution of the Assembly;
11) Code – the Law of September 15, 2000. Commercial Companies Code ( Journal of Laws No. 94/00, item 1037);
12) Announcement – an announcement about convening a general meeting of a public company within the meaning of Article 4022 of the PCCC;
13) GM Address – the Company’s e-mail address for communicating with the Company on matters related to the organization and conduct of the Meetings, which is as follows: wz@grupafinansowa.pl;
14) Certificate – a registered certificate of the right to participate in the Meeting, issued to a Shareholder pursuant to Article 4063 § 2 of the Commercial Companies Code.
II. Electronic form. Wherever in these Regulations reference is made to the electronic transmission of requests, motions, proxies, draft resolutions and other documents and statements (hereinafter, motions) addressed to the Company by authorized parties, it shall be understood to mean the sending to the GM Address by electronic means (by e-mail) of scans of documents in paper form. The risks associated with the use of electronic form of communication lie with the Shareholders. To eliminate them, Shareholders should send documents in paper form independently of sending them to the Company electronically.
III. Demonstration of Shareholder’s authority. If the person sending the written or electronic document is a Shareholder or a person acting on behalf of a Shareholder, he or she should send along with the letter or e-mail a document proving that the person is a Shareholder, i.e., in the case of dematerialized shares, a stock certificate or a certificate of the right to attend the Meeting; in the case of bearer shares, a copy of the share document; in the case of registered shares, a copy of the stock ledger or an indication that he or she is currently listed as a Shareholder in the stock ledger.
IV. Attachments. In the case of entities that are not natural persons (legal entities and other organizational units with legal capacity), along with the documents in paper form or as an attachment to emails, copies of copies (or scans) from the National Court Register, powers of attorney or other documents demonstrating the right of the persons signing the document to represent the entity should be sent certified by the submitters.
V. Proxy. The Shareholder shall notify the Company of the proxy granted. For this purpose, the Shareholder may send the Company the proxy document and the documents referred to in Section III. in paper form or electronically.
VI. Verification. The Company may take measures to verify the identity and authorization of those who contact it electronically. In particular, verification may consist of requesting completion of the information, applications and documents provided, as well as verifying the content of the documents authorizing participation in the Meeting with the entities maintaining securities accounts.
III. Demonstration of Shareholder’s authority. If the person sending the written or electronic document is a Shareholder or a person acting on behalf of a Shareholder, he or she should send along with the letter or e-mail a document proving that the person is a Shareholder, i.e., in the case of dematerialized shares, a stock certificate or a certificate of the right to attend the Meeting; in the case of bearer shares, a copy of the share document; in the case of registered shares, a copy of the stock ledger or an indication that he or she is currently listed as a Shareholder in the stock ledger.
IV. Attachments. In the case of entities that are not natural persons (legal entities and other organizational units with legal capacity), along with the documents in paper form or as an attachment to emails, copies of copies (or scans) from the National Court Register, powers of attorney or other documents demonstrating the right of the persons signing the document to represent the entity should be sent certified by the submitters.
V. Proxy. The Shareholder shall notify the Company of the proxy granted. For this purpose, the Shareholder may send the Company the proxy document and the documents referred to in Section III. in paper form or electronically.
VI. Verification. The Company may take measures to verify the identity and authorization of those who contact it electronically. In particular, verification may consist of requesting completion of the information, applications and documents provided, as well as verifying the content of the documents authorizing participation in the Meeting with the entities maintaining securities accounts.
§ 2.
Convening the Assembly
(1) The Assembly shall be convened in accordance with the procedure and rules set forth in the Code and the Articles of Association.
(2) The request for convening the Meeting, placing certain matters on its agenda and submission of draft resolutions, submitted by authorized entities, should be justified. Such submissions may be made in writing or by e-mail to the GM Address. The request to convene the Meeting or place certain matters on the agenda is effective if the requesting party indicates at least the issues that should be on the agenda or sends draft resolutions. A request to place certain issues on the agenda may be effectively made no later than 21 days before the scheduled date of the Meeting.
(3) The Meeting shall be held at a place and time that facilitates the widest possible circle of Shareholders to participate in the Meeting.
(4) The Meeting convened at the request of Shareholders shall be held on the date indicated in the request, and if meeting this date encounters significant obstacles – on the earliest date that allows the Meeting to resolve the issues brought before it.
(5) Shareholders representing at least half of the share capital or at least half of the total votes in the Company may convene an Extraordinary General Meeting. For this purpose, they shall send the following documents and information in paper form to the Company and to the GM Address:
a) listed in § 1 items III and IV, in particular showing that they have the number of shares or votes required by law to convene the Meeting;
(b) the proposed agenda and the person of the Chairman;
(c) draft resolutions;
(d) the date of the meeting, but due to the Company’s need to prepare announcements, it may not be earlier than 30 days counting from the date of delivery to the Company of paper information about the convening of the Meeting;
(6) It shall be binding on the Company to receive the aforementioned documents and information in paper form. If the Company does not receive all the information and documents listed in Section 5 in paper form within 30 days prior to the scheduled date of the Meeting, the convening of the Meeting by the Shareholders shall be ineffective, i.e. the Company shall not take any actions related to the convening and preparation of the Meeting.
(2) The request for convening the Meeting, placing certain matters on its agenda and submission of draft resolutions, submitted by authorized entities, should be justified. Such submissions may be made in writing or by e-mail to the GM Address. The request to convene the Meeting or place certain matters on the agenda is effective if the requesting party indicates at least the issues that should be on the agenda or sends draft resolutions. A request to place certain issues on the agenda may be effectively made no later than 21 days before the scheduled date of the Meeting.
(3) The Meeting shall be held at a place and time that facilitates the widest possible circle of Shareholders to participate in the Meeting.
(4) The Meeting convened at the request of Shareholders shall be held on the date indicated in the request, and if meeting this date encounters significant obstacles – on the earliest date that allows the Meeting to resolve the issues brought before it.
(5) Shareholders representing at least half of the share capital or at least half of the total votes in the Company may convene an Extraordinary General Meeting. For this purpose, they shall send the following documents and information in paper form to the Company and to the GM Address:
a) listed in § 1 items III and IV, in particular showing that they have the number of shares or votes required by law to convene the Meeting;
(b) the proposed agenda and the person of the Chairman;
(c) draft resolutions;
(d) the date of the meeting, but due to the Company’s need to prepare announcements, it may not be earlier than 30 days counting from the date of delivery to the Company of paper information about the convening of the Meeting;
(6) It shall be binding on the Company to receive the aforementioned documents and information in paper form. If the Company does not receive all the information and documents listed in Section 5 in paper form within 30 days prior to the scheduled date of the Meeting, the convening of the Meeting by the Shareholders shall be ineffective, i.e. the Company shall not take any actions related to the convening and preparation of the Meeting.
§ 3.
Preparation of the Assembly
(1) Draft resolutions proposed for adoption by the Meeting and other relevant materials shall be presented to the Shareholders, together with the justification and the opinion of the Supervisory Board, prior to the Meeting, in time for their review and evaluation.
(2) The Board of Directors shall prepare and sign the list of Shareholders entitled to participate in the Meeting in the manner prescribed by the provisions of the Code. The list referred to in the preceding sentence shall be displayed at the premises of the Board of Directors for three business days prior to the Meeting.
(3) In case of doubt, the right of a Shareholder to attend the Meeting shall be determined by the fact that he holds the Certificate.
(4) A shareholder may request that the list of shareholders be provided to him free of charge by e-mail, stating the address to which the list should be sent.
(2) The Board of Directors shall prepare and sign the list of Shareholders entitled to participate in the Meeting in the manner prescribed by the provisions of the Code. The list referred to in the preceding sentence shall be displayed at the premises of the Board of Directors for three business days prior to the Meeting.
(3) In case of doubt, the right of a Shareholder to attend the Meeting shall be determined by the fact that he holds the Certificate.
(4) A shareholder may request that the list of shareholders be provided to him free of charge by e-mail, stating the address to which the list should be sent.
§ 4.
Cancellation and rescheduling of the Assembly
(1) The cancellation of a Meeting on the agenda of which certain matters have been placed on the agenda at the request of authorized entities, or which has been convened at such request, shall be possible only with the consent of the applicants. In case of doubt, the applicant shall be deemed to have consented to the cancellation of the Assembly if he did not object to the cancellation within two days after the Company sent him the information. If the applicant has contacted the Company electronically, it is sufficient to send him the cancellation information to his e-mail address.
(2) In other cases, the Assembly may be canceled if its holding faces extraordinary obstacles (force majeure) or is obviously pointless.
(3) The cancellation shall be made in the same manner as the convening, ensuring the least possible negative impact on the Company and the Shareholders, and in any case no later than two weeks before the originally scheduled date.
(4) The Assembly shall be rescheduled in the same manner as its cancellation, even if the proposed agenda remains unchanged.
(2) In other cases, the Assembly may be canceled if its holding faces extraordinary obstacles (force majeure) or is obviously pointless.
(3) The cancellation shall be made in the same manner as the convening, ensuring the least possible negative impact on the Company and the Shareholders, and in any case no later than two weeks before the originally scheduled date.
(4) The Assembly shall be rescheduled in the same manner as its cancellation, even if the proposed agenda remains unchanged.
§ 5.
Opening of the Assembly
1 The Assembly shall be opened by the Chairman of the Supervisory Board or the Vice Chairman of the Supervisory Board. In the absence of these persons, the Meeting shall be opened by the Chairman of the Board or a person designated by the Board.
2 Person opening the Assembly:
– may make all decisions of order necessary for the Assembly to begin;
– should lead to the immediate election of the Chairman, refraining from any other substantive or formal decisions;
– Supervises the proper conduct of the vote on the election of the Chairman, announces who has been elected Chairman, and hands over to the Chairman the management of the meeting.
2 Person opening the Assembly:
– may make all decisions of order necessary for the Assembly to begin;
– should lead to the immediate election of the Chairman, refraining from any other substantive or formal decisions;
– Supervises the proper conduct of the vote on the election of the Chairman, announces who has been elected Chairman, and hands over to the Chairman the management of the meeting.
§ 6.
Election of the Chairman of the Assembly
(1) The Chairman shall be elected from among the persons entitled to participate in the Assembly.
(2) Candidates for Chairman shall be proposed by persons entitled to participate in the Assembly.
(3) If more than one candidate for Chairman is proposed, the person opening the Assembly shall draw up a list of candidates.
(4) Only the candidacies of those persons who have consented to be candidates shall be put to a vote. Consent is expressed orally to the minutes of the Assembly.
(5) The Assembly shall elect the Chairman by secret ballot by voting for each candidate separately in alphabetical order.
(6) The chairman shall be the person for whom the largest number of votes “FOR” were cast.
(2) Candidates for Chairman shall be proposed by persons entitled to participate in the Assembly.
(3) If more than one candidate for Chairman is proposed, the person opening the Assembly shall draw up a list of candidates.
(4) Only the candidacies of those persons who have consented to be candidates shall be put to a vote. Consent is expressed orally to the minutes of the Assembly.
(5) The Assembly shall elect the Chairman by secret ballot by voting for each candidate separately in alphabetical order.
(6) The chairman shall be the person for whom the largest number of votes “FOR” were cast.
§ 7.
Competencies of the Chairman of the Assembly
(1) The Chairman shall direct the conduct of the Assembly in accordance with the adopted agenda, laws, Articles of Association and Regulations.
(2) The Chairman shall ensure that the meeting runs smoothly and that the rights and interests of all Shareholders are respected.
(3) The Chairman should prevent, in particular, the abuse of powers by the participants of the Meeting and ensure that the rights of minority Shareholders are respected.
(4) The tasks of the Chairman include, in particular:
(a) giving voice to;
(b) issuance of ordinances of order;
(c) administering votes, ensuring their proper conduct and announcing the results of votes;
(d) resolution of procedural doubts.
(5) In justified cases, the Chairman may independently order short breaks in the Meeting, which do not constitute an adjournment of the Meeting within the meaning of Article 408 § 2 of the Code. Breaks ordered by the Chairman may not be aimed at hindering Shareholders from exercising their rights, nor may they be an obstacle to the conclusion of the Meeting on the day it begins.
(6) For the efficient performance of tasks, the Assembly shall appoint, at the request of the Chairman, from among the participants of the Assembly, one or more deputies, whose task shall be to perform the duties assigned by the Chairman. The Assembly shall elect the deputy(s) by resolution. A resolution on this matter need not be announced in the agenda. The provisions of § 6 shall apply accordingly to the election of the Deputy Chairman(s).
7 The chairman should not resign from his position without good reasons.
(8) The Chairman shall also not delay the signing of the minutes of the Assembly without justifiable reasons.
(2) The Chairman shall ensure that the meeting runs smoothly and that the rights and interests of all Shareholders are respected.
(3) The Chairman should prevent, in particular, the abuse of powers by the participants of the Meeting and ensure that the rights of minority Shareholders are respected.
(4) The tasks of the Chairman include, in particular:
(a) giving voice to;
(b) issuance of ordinances of order;
(c) administering votes, ensuring their proper conduct and announcing the results of votes;
(d) resolution of procedural doubts.
(5) In justified cases, the Chairman may independently order short breaks in the Meeting, which do not constitute an adjournment of the Meeting within the meaning of Article 408 § 2 of the Code. Breaks ordered by the Chairman may not be aimed at hindering Shareholders from exercising their rights, nor may they be an obstacle to the conclusion of the Meeting on the day it begins.
(6) For the efficient performance of tasks, the Assembly shall appoint, at the request of the Chairman, from among the participants of the Assembly, one or more deputies, whose task shall be to perform the duties assigned by the Chairman. The Assembly shall elect the deputy(s) by resolution. A resolution on this matter need not be announced in the agenda. The provisions of § 6 shall apply accordingly to the election of the Deputy Chairman(s).
7 The chairman should not resign from his position without good reasons.
(8) The Chairman shall also not delay the signing of the minutes of the Assembly without justifiable reasons.
§ 8.
Shareholders’ participation in the Assembly
(1) Persons appointed by the Board of Directors shall prepare the attendance list of Shareholders in accordance with the Code and the Articles of Association. The Chairman shall sign the attendance list immediately after election.
(2) When preparing the attendance list, it is necessary to: – verify that the Shareholder is entitled to attend the Meeting, – verify the identity of the Shareholder or his representative, – verify the correctness of the power of attorney or other document authorizing the Shareholder to represent him at the Meeting, – obtain the signature of the Shareholder or his representative on the attendance list.
(3) Participation of a Shareholder’s representative in the Meeting requires documentation of the right to act on behalf of the Shareholder in a proper manner. A proxy granted in electronic form shall be effective with respect to the Company if it is sent to the Meeting Address and a scan of the proxy document in paper form is attached to the e-mail informing of its granting, together with the documents referred to in § 1 items III and IV. Regardless of this, the proxy on the day of the Meeting should present the proxy in paper form before the beginning of the Meeting.
(4) A written document confirming the right to represent a Shareholder at the Meeting shall be presumed to be in accordance with the law and shall not require additional confirmations, unless its authenticity or validity prima facie raises doubts by the Board of Directors (when entering on the attendance list) or the Chairman of the Meeting.
(2) When preparing the attendance list, it is necessary to: – verify that the Shareholder is entitled to attend the Meeting, – verify the identity of the Shareholder or his representative, – verify the correctness of the power of attorney or other document authorizing the Shareholder to represent him at the Meeting, – obtain the signature of the Shareholder or his representative on the attendance list.
(3) Participation of a Shareholder’s representative in the Meeting requires documentation of the right to act on behalf of the Shareholder in a proper manner. A proxy granted in electronic form shall be effective with respect to the Company if it is sent to the Meeting Address and a scan of the proxy document in paper form is attached to the e-mail informing of its granting, together with the documents referred to in § 1 items III and IV. Regardless of this, the proxy on the day of the Meeting should present the proxy in paper form before the beginning of the Meeting.
(4) A written document confirming the right to represent a Shareholder at the Meeting shall be presumed to be in accordance with the law and shall not require additional confirmations, unless its authenticity or validity prima facie raises doubts by the Board of Directors (when entering on the attendance list) or the Chairman of the Meeting.
§ 9.
Scrutiny Committee
(1) The Assembly, at the request of the Chairman, may elect a Scrutiny Committee.
(2) If the Assembly does not determine the number of members of the Returning Committee, the number of members of the Committee shall be determined by the Chairman.
(3) The duties of the Scrutiny Committee are:
(a) overseeing the proper conduct of voting;
(b) supervision of the work of those operating the vote counting equipment;
(c) determining the results of the vote and giving them to the President for announcement;
(d) other voting activities.
(4) Members of the Scrutiny Committee shall be elected from among the participants of the Meeting who have agreed to be candidates. Each Shareholder may nominate one candidate.
(5) The election of members of the Commission shall be carried out by the Assembly. Voting shall take place for each candidate separately, in alphabetical order.
(6) The Scrutinizing Committee shall be composed of persons for whom the largest number of “FOR” votes were cast.
(7) The members of the Commission shall elect from among themselves the Chairman of the Commission and the Secretary.
8 The Commission shall draw up minutes of its activities, which shall be signed by all members of the Commission and the Chairman of the Assembly.
(9) In the event of irregularities in the conduct of voting, the Scrutinizing Committee is obliged to immediately notify the Chairman of the occurrences, at the same time making proposals for further proceedings.
(10) The Selection Committee may use the assistance of experts, especially consultants and advisors of the Company.
(2) If the Assembly does not determine the number of members of the Returning Committee, the number of members of the Committee shall be determined by the Chairman.
(3) The duties of the Scrutiny Committee are:
(a) overseeing the proper conduct of voting;
(b) supervision of the work of those operating the vote counting equipment;
(c) determining the results of the vote and giving them to the President for announcement;
(d) other voting activities.
(4) Members of the Scrutiny Committee shall be elected from among the participants of the Meeting who have agreed to be candidates. Each Shareholder may nominate one candidate.
(5) The election of members of the Commission shall be carried out by the Assembly. Voting shall take place for each candidate separately, in alphabetical order.
(6) The Scrutinizing Committee shall be composed of persons for whom the largest number of “FOR” votes were cast.
(7) The members of the Commission shall elect from among themselves the Chairman of the Commission and the Secretary.
8 The Commission shall draw up minutes of its activities, which shall be signed by all members of the Commission and the Chairman of the Assembly.
(9) In the event of irregularities in the conduct of voting, the Scrutinizing Committee is obliged to immediately notify the Chairman of the occurrences, at the same time making proposals for further proceedings.
(10) The Selection Committee may use the assistance of experts, especially consultants and advisors of the Company.
§ 10.
Participation in the Assembly of members of the Management Board, Supervisory Board, auditor and others
(1) Members of the Supervisory Board and the Management Board should be present at the Meeting.
(2) Members of the Management Board and the Supervisory Board may participate in the Assembly without receiving invitations.
3. the Management Board shall be obliged to notify the members of the Supervisory Board of the dates of the Assemblies.
(4) Absence of a member of the Management Board or a member of the Supervisory Board from the Assembly shall require an explanation. This explanation should be presented at the Meeting.
(5) The auditor shall be present at both the Ordinary and Extraordinary Meeting if the financial affairs of the Company are to be discussed. The Board of Directors shall invite the auditor to the deliberations of such Meeting.
(6) At the invitation of the Board of Directors, other persons, in particular auditors and experts, may participate in the deliberations or the relevant part of them, if their participation is expedient due to the need to present to the Assembly participants their opinions on the matters under consideration.
(7) Members of the Supervisory Board and the Management Board and the auditor should, within the limits of their competence and to the extent necessary for the settlement of the matters discussed by the Meeting, provide the participants of the Meeting with explanations and information concerning the Company.
(8) The provision of answers by the Board of Directors to the questions of the Meeting shall be made taking into account the fact that the information obligations of a public company are performed in a manner resulting from the regulations on organized securities trading, and the provision of a number of information cannot be made in a manner other than that resulting from these regulations.
(2) Members of the Management Board and the Supervisory Board may participate in the Assembly without receiving invitations.
3. the Management Board shall be obliged to notify the members of the Supervisory Board of the dates of the Assemblies.
(4) Absence of a member of the Management Board or a member of the Supervisory Board from the Assembly shall require an explanation. This explanation should be presented at the Meeting.
(5) The auditor shall be present at both the Ordinary and Extraordinary Meeting if the financial affairs of the Company are to be discussed. The Board of Directors shall invite the auditor to the deliberations of such Meeting.
(6) At the invitation of the Board of Directors, other persons, in particular auditors and experts, may participate in the deliberations or the relevant part of them, if their participation is expedient due to the need to present to the Assembly participants their opinions on the matters under consideration.
(7) Members of the Supervisory Board and the Management Board and the auditor should, within the limits of their competence and to the extent necessary for the settlement of the matters discussed by the Meeting, provide the participants of the Meeting with explanations and information concerning the Company.
(8) The provision of answers by the Board of Directors to the questions of the Meeting shall be made taking into account the fact that the information obligations of a public company are performed in a manner resulting from the regulations on organized securities trading, and the provision of a number of information cannot be made in a manner other than that resulting from these regulations.
§ 11.
Agenda
(1) After signing the attendance list and checking it, the Chairman puts the agenda to a vote.
(2) The Meeting may adopt the proposed agenda without changes, change the order of the items on the agenda or remove certain items from the agenda, except for the items listed in Article 395 § 2 and Article 397 of the Code.
(3) A resolution not to consider an issue placed on the agenda may be passed only if there are compelling reasons for it. A motion on such a matter should be motivated in detail.
(4) Removal from the agenda or abandonment of consideration of an item placed on the agenda at the request of Shareholders shall require the adoption of a resolution of the Meeting, after prior approval by all present Shareholders who submitted such a request, supported by 75% of the votes of the Meeting.
(5) No resolution may be adopted on matters not included in the agenda, unless the entire share capital is represented at the Meeting and none of those present has objected to the adoption of a resolution. The Meeting may, however, place new issues on the agenda and discuss them, but without adopting resolutions on such issues.
(6) A motion to convene an Extraordinary General Meeting and motions of an orderly nature may be passed even though they were not placed on the agenda.
(7) Voting on matters of order may concern only issues related to the conduct of the Meeting. Resolutions that may affect the exercise of Shareholders’ rights shall not be voted on in this manner.
(8) The Chairman shall not have the right, without the consent of the Meeting, to remove or change the order of the items on the agenda.
(2) The Meeting may adopt the proposed agenda without changes, change the order of the items on the agenda or remove certain items from the agenda, except for the items listed in Article 395 § 2 and Article 397 of the Code.
(3) A resolution not to consider an issue placed on the agenda may be passed only if there are compelling reasons for it. A motion on such a matter should be motivated in detail.
(4) Removal from the agenda or abandonment of consideration of an item placed on the agenda at the request of Shareholders shall require the adoption of a resolution of the Meeting, after prior approval by all present Shareholders who submitted such a request, supported by 75% of the votes of the Meeting.
(5) No resolution may be adopted on matters not included in the agenda, unless the entire share capital is represented at the Meeting and none of those present has objected to the adoption of a resolution. The Meeting may, however, place new issues on the agenda and discuss them, but without adopting resolutions on such issues.
(6) A motion to convene an Extraordinary General Meeting and motions of an orderly nature may be passed even though they were not placed on the agenda.
(7) Voting on matters of order may concern only issues related to the conduct of the Meeting. Resolutions that may affect the exercise of Shareholders’ rights shall not be voted on in this manner.
(8) The Chairman shall not have the right, without the consent of the Meeting, to remove or change the order of the items on the agenda.
§ 12.
Discussion
(1) After the presentation of each item on the agenda, the Chairman shall open the discussion, giving the floor in the order in which the speakers have reported. If the Chairman deems it necessary due to the number of participants interested in taking the floor, he shall make a list of those who sign up for the discussion. The Chairman decides on closing the discussion.
(2) The Chairman may give the floor out of order to members of the Management Board, Supervisory Board and invited experts, whose votes will not be taken into account in determining the list and number of speakers.
(3) At the request of a participant of the Meeting, his written statement shall be accepted in the minutes. The statement may relate only to matters included in the agenda.
(4) The chairman may order that submissions for discussion be made in writing with the name of the submitter and, in addition, in the case of representatives, the Shareholder represented by the representative.
(5) You may speak only on matters on the agenda within the scope of the agenda item currently under consideration.
(6) When considering any agenda item, depending on its topic, the Chairman may set the time allowed for one speaker to speak and reply. The above limitation shall not apply to members of the Management Board, Supervisory Board and experts.
(7) Participants of the Assembly shall have the right to appeal against the decision of the Chairman to the Assembly.
(8) The chairman may draw the attention of the speaker who deviates from the subject under consideration, exceeds the speaking time allowed or speaks in an unauthorized manner.
(9) Speakers who do not comply with the Chairman’s remarks or who speak in a manner inconsistent with the Rules of Procedure may be deprived of the floor by the Chairman.
(10) The Chairman may expel from the hall those who disturb the peace and order of the meeting. At the request of the person concerned, the Assembly may decide otherwise on the above issues.
(11) In matters of order, the Chairman may give the floor out of turn. (12) As matters of order are considered, in particular, motions concerning:
(a) closing the list of speakers,
(b) limit, postpone or close the discussion,
(c) limits on speaking time,
(d) ordering an adjournment of the meeting,
(e) the order in which cases and applications are heard,
(f) admission to the meeting room of persons other than those invited by the Board of Directors;
(g) the method of additional recording of the proceedings;
(h) consideration of the motion and adoption of a resolution to convene the Assembly.
(i) compliance of the Meeting with the law and the provisions of the Articles of Association and the Regulations.
(13) Discussion of points of order should take place immediately after they are made. Only two speakers may speak in the discussion: one “for” and the other “against”, unless the Chairman decides otherwise.
(14) After closing the discussion on points of order, the Chairman shall order the Assembly to vote on these matters.
15 After the agenda is exhausted, the Chairman closes the Assembly.
(2) The Chairman may give the floor out of order to members of the Management Board, Supervisory Board and invited experts, whose votes will not be taken into account in determining the list and number of speakers.
(3) At the request of a participant of the Meeting, his written statement shall be accepted in the minutes. The statement may relate only to matters included in the agenda.
(4) The chairman may order that submissions for discussion be made in writing with the name of the submitter and, in addition, in the case of representatives, the Shareholder represented by the representative.
(5) You may speak only on matters on the agenda within the scope of the agenda item currently under consideration.
(6) When considering any agenda item, depending on its topic, the Chairman may set the time allowed for one speaker to speak and reply. The above limitation shall not apply to members of the Management Board, Supervisory Board and experts.
(7) Participants of the Assembly shall have the right to appeal against the decision of the Chairman to the Assembly.
(8) The chairman may draw the attention of the speaker who deviates from the subject under consideration, exceeds the speaking time allowed or speaks in an unauthorized manner.
(9) Speakers who do not comply with the Chairman’s remarks or who speak in a manner inconsistent with the Rules of Procedure may be deprived of the floor by the Chairman.
(10) The Chairman may expel from the hall those who disturb the peace and order of the meeting. At the request of the person concerned, the Assembly may decide otherwise on the above issues.
(11) In matters of order, the Chairman may give the floor out of turn. (12) As matters of order are considered, in particular, motions concerning:
(a) closing the list of speakers,
(b) limit, postpone or close the discussion,
(c) limits on speaking time,
(d) ordering an adjournment of the meeting,
(e) the order in which cases and applications are heard,
(f) admission to the meeting room of persons other than those invited by the Board of Directors;
(g) the method of additional recording of the proceedings;
(h) consideration of the motion and adoption of a resolution to convene the Assembly.
(i) compliance of the Meeting with the law and the provisions of the Articles of Association and the Regulations.
(13) Discussion of points of order should take place immediately after they are made. Only two speakers may speak in the discussion: one “for” and the other “against”, unless the Chairman decides otherwise.
(14) After closing the discussion on points of order, the Chairman shall order the Assembly to vote on these matters.
15 After the agenda is exhausted, the Chairman closes the Assembly.
§ 13.
Resolutions
(1) Written draft resolutions included in the agenda provided for in the Announcement shall be prepared by the Management Board. In addition, the Management Board shall present draft resolutions and issues added to the agenda by authorized Shareholders.
(2) Until the conclusion of the discussion of a particular agenda item, each Shareholder shall have the right to propose amendments and additions to the draft resolutions, the adoption of which is provided for in the agenda item. If, in the course of the discussion, the speakers have not clearly formulated the wording of the proposed resolution, the Chairman is obliged to make the final editing of the submitted proposals.
(3) The Board of Directors or the Chairman of the Meeting should formulate resolutions in such a way that any authorized person who does not agree with the substance of the decision constituting the subject of the resolution has the opportunity to challenge it. (4) A draft resolution or a motion to amend its content may be withdrawn by those who submitted it. (5) Those who object to a resolution shall be provided with an opportunity to briefly justify their objection.
(2) Until the conclusion of the discussion of a particular agenda item, each Shareholder shall have the right to propose amendments and additions to the draft resolutions, the adoption of which is provided for in the agenda item. If, in the course of the discussion, the speakers have not clearly formulated the wording of the proposed resolution, the Chairman is obliged to make the final editing of the submitted proposals.
(3) The Board of Directors or the Chairman of the Meeting should formulate resolutions in such a way that any authorized person who does not agree with the substance of the decision constituting the subject of the resolution has the opportunity to challenge it. (4) A draft resolution or a motion to amend its content may be withdrawn by those who submitted it. (5) Those who object to a resolution shall be provided with an opportunity to briefly justify their objection.
§ 14.
Voting
(1) Voting on resolutions shall take place after their drafts have been read by the notary public, the Chairman or a person designated by him.
(2) The order of voting on motions to the draft resolution shall be determined by the Chairman.
(3) A shareholder shall not be allowed to vote in person at the adoption of resolutions relating to his liability to the Company for any reason, including discharge, release from liability to the Company and a dispute between him and the Company.
4. (deleted)
(5) A shareholder who is a member of a body of the Company may participate in voting on the discharge of other members of the body of which he is a member, as well as on a resolution that may only have an indirect effect on holding him accountable.
(6) If the adoption of a resolution requires a certain quorum or qualified majority, verification of the number of votes held by those present, or what portion of the share capital is represented, shall be made by calculating the number of votes cast in voting on the draft resolution.
(7) In the event that the law or the Articles of Association require voting by separate groups (types) of shares, the Chairman shall order separate voting in each group of shares. Only participants of the Meeting who have votes from shares belonging to a particular type of shares will participate in the voting each time.
8 The Chairman may order that the Assembly Participants vote in the order determined by him.
(9) If a participant in the Meeting will have different types of shares, he should vote separately in each group of shares, casting as many votes as there will be for each type of shares.
(10) The Assembly may adopt a resolution to waive the secrecy of the vote on matters relating to the election of committees appointed by it.
(11) The documents containing the results of each vote shall be signed by all members of the returning committee (if appointed) and the Chairman.
(2) The order of voting on motions to the draft resolution shall be determined by the Chairman.
(3) A shareholder shall not be allowed to vote in person at the adoption of resolutions relating to his liability to the Company for any reason, including discharge, release from liability to the Company and a dispute between him and the Company.
4. (deleted)
(5) A shareholder who is a member of a body of the Company may participate in voting on the discharge of other members of the body of which he is a member, as well as on a resolution that may only have an indirect effect on holding him accountable.
(6) If the adoption of a resolution requires a certain quorum or qualified majority, verification of the number of votes held by those present, or what portion of the share capital is represented, shall be made by calculating the number of votes cast in voting on the draft resolution.
(7) In the event that the law or the Articles of Association require voting by separate groups (types) of shares, the Chairman shall order separate voting in each group of shares. Only participants of the Meeting who have votes from shares belonging to a particular type of shares will participate in the voting each time.
8 The Chairman may order that the Assembly Participants vote in the order determined by him.
(9) If a participant in the Meeting will have different types of shares, he should vote separately in each group of shares, casting as many votes as there will be for each type of shares.
(10) The Assembly may adopt a resolution to waive the secrecy of the vote on matters relating to the election of committees appointed by it.
(11) The documents containing the results of each vote shall be signed by all members of the returning committee (if appointed) and the Chairman.
§ 15.
Appointment and dismissal of the Supervisory Board
1. members of the Supervisory Board – in the number specified by the Company’s Articles of Association and the General Meeting – are appointed by an absolute majority of votes in a secret ballot from among the proposed candidates.
(2) A member of the Supervisory Board should have a sound education, professional experience and life experience, represent a high moral standard and be able to devote the necessary amount of time to enable him to properly perform his functions on the Supervisory Board.
(3) Candidacies for members of the Supervisory Board shall be submitted and substantiated in detail in a manner that allows an informed choice. Each Participant has the right to submit any number of candidacies for a member of the Supervisory Board.
(4) Only the candidacies of those persons who have consented to be candidates shall be put to a vote. Consent to stand for election to the Supervisory Board may be given in the form of a written statement or an oral statement for the record, provided the candidate attends the Meeting. This consent is equivalent to acceptance of the mandate in the event of appointment to the Supervisory Board. The Chairman shall enter the persons who have consented to be candidates on the list of candidates in alphabetical order.
(5) Elections to the Supervisory Board shall be held by voting for each candidate separately, in alphabetical order.
(6) Those candidates who received consecutively the largest number of votes “FOR” and at the same time received an absolute majority of votes shall become members of the Council.
(7) In the event that candidates who received an absolute majority of votes receive an equal number of votes, the Chairman shall order a supplementary vote. The person who received the highest number of votes is considered elected.
(2) A member of the Supervisory Board should have a sound education, professional experience and life experience, represent a high moral standard and be able to devote the necessary amount of time to enable him to properly perform his functions on the Supervisory Board.
(3) Candidacies for members of the Supervisory Board shall be submitted and substantiated in detail in a manner that allows an informed choice. Each Participant has the right to submit any number of candidacies for a member of the Supervisory Board.
(4) Only the candidacies of those persons who have consented to be candidates shall be put to a vote. Consent to stand for election to the Supervisory Board may be given in the form of a written statement or an oral statement for the record, provided the candidate attends the Meeting. This consent is equivalent to acceptance of the mandate in the event of appointment to the Supervisory Board. The Chairman shall enter the persons who have consented to be candidates on the list of candidates in alphabetical order.
(5) Elections to the Supervisory Board shall be held by voting for each candidate separately, in alphabetical order.
(6) Those candidates who received consecutively the largest number of votes “FOR” and at the same time received an absolute majority of votes shall become members of the Council.
(7) In the event that candidates who received an absolute majority of votes receive an equal number of votes, the Chairman shall order a supplementary vote. The person who received the highest number of votes is considered elected.
§ 16.
Election of the Supervisory Board by voting in separate groups
(1) At the request of Shareholders representing at least one-fifth of the share capital, the election of the Supervisory Board shall be carried out by the next Meeting by voting in separate groups. However, if at this Meeting there is no formation of at least one group capable of electing a member of the Supervisory Board, no election shall be held.
(2) Upon the election of at least one member of the Supervisory Board by voting in separate groups, the terms of office of all existing members of the Supervisory Board shall expire prematurely.
(3) Persons representing at the General Meeting that part of the shares which is attributable to the division of the total number of represented shares by the number of members of the Board may form a separate group for the purpose of electing one member of the Board, but shall not participate in the election of the other members.
(4) Election of a member of the Supervisory Board by the group shall be made by an absolute majority of votes in a secret ballot from among the proposed candidates. The provisions of §15 paragraphs 2 – 7 shall apply accordingly.
(5) If none of the proposed candidates obtains an absolute majority of votes, voting may be repeated another time or more, provided that all Shareholders forming the group agree each time. Other candidates may be proposed at subsequent votes.
6 The results of the group vote shall be recorded.
(7) Seats on the Supervisory Board not filled by the relevant group of Shareholders formed in accordance with the preceding provisions of this paragraph shall be filled by voting in which all Shareholders whose votes were not cast in the election of members of the Supervisory Board elected by voting in separate groups shall participate, including Shareholders who formed a group but did not elect a member of the Board due to failure to achieve the required majority of votes.
(8) Election of members of the Supervisory Board by Shareholders who do not form a group shall be made in accordance with the principles described in § 15.
(2) Upon the election of at least one member of the Supervisory Board by voting in separate groups, the terms of office of all existing members of the Supervisory Board shall expire prematurely.
(3) Persons representing at the General Meeting that part of the shares which is attributable to the division of the total number of represented shares by the number of members of the Board may form a separate group for the purpose of electing one member of the Board, but shall not participate in the election of the other members.
(4) Election of a member of the Supervisory Board by the group shall be made by an absolute majority of votes in a secret ballot from among the proposed candidates. The provisions of §15 paragraphs 2 – 7 shall apply accordingly.
(5) If none of the proposed candidates obtains an absolute majority of votes, voting may be repeated another time or more, provided that all Shareholders forming the group agree each time. Other candidates may be proposed at subsequent votes.
6 The results of the group vote shall be recorded.
(7) Seats on the Supervisory Board not filled by the relevant group of Shareholders formed in accordance with the preceding provisions of this paragraph shall be filled by voting in which all Shareholders whose votes were not cast in the election of members of the Supervisory Board elected by voting in separate groups shall participate, including Shareholders who formed a group but did not elect a member of the Board due to failure to achieve the required majority of votes.
(8) Election of members of the Supervisory Board by Shareholders who do not form a group shall be made in accordance with the principles described in § 15.
§ 17.
Adjournment of the Assembly
(1) In the event that the Assembly orders an adjournment(s) of the meeting pursuant to Article 408 § 2 of the Code, the following rules shall apply:
a) on the day of resumption of the Meeting, an attendance list shall be drawn up, after the adjournment, participants who did not attend the Meeting before the adjournment may also participate in the Meeting,
(b) the number of participants in the Assembly after the resumption of the meeting need not be equal to the number of participants before the adjournment was ordered,
(c) if the Chairman elected before the adjournment is present, he shall continue to preside over the meeting without re-election,
d) representatives of Shareholders who did not represent Shareholders prior to the Meeting’s adjournment shall be required to submit a power of attorney or other appropriate document authorizing them to represent the Shareholder at the Meeting,
(e) the right to participate in the Meeting shall be decided in accordance with the rules set forth in Articles 406 to 4063 of the Commercial Companies Code, and the deadlines indicated therein shall be counted in relation to the announced date of the Meeting, and not in relation to the date of the reopening of the Meeting.
(2) The resolution to order a break in the Meeting shall not require additional announcement in the manner provided for the convening of the Meeting, including as to the place of resumption of the Meeting after the break, provided that the Meeting shall be held in the same locality.
(3) If the Meeting orders an adjournment, resolutions adopted before the adjournment shall be recorded in the minutes, noting that the Meeting was adjourned.
(4) Upon resumption of the Meeting, the resolutions adopted during this part of the meeting shall be recorded in separate minutes, and when there are several breaks – in separate minutes.
(5) Each notarial report prepared in accordance with the above rules shall be accompanied by a list of attendees of the Assembly participating in its respective part.
a) on the day of resumption of the Meeting, an attendance list shall be drawn up, after the adjournment, participants who did not attend the Meeting before the adjournment may also participate in the Meeting,
(b) the number of participants in the Assembly after the resumption of the meeting need not be equal to the number of participants before the adjournment was ordered,
(c) if the Chairman elected before the adjournment is present, he shall continue to preside over the meeting without re-election,
d) representatives of Shareholders who did not represent Shareholders prior to the Meeting’s adjournment shall be required to submit a power of attorney or other appropriate document authorizing them to represent the Shareholder at the Meeting,
(e) the right to participate in the Meeting shall be decided in accordance with the rules set forth in Articles 406 to 4063 of the Commercial Companies Code, and the deadlines indicated therein shall be counted in relation to the announced date of the Meeting, and not in relation to the date of the reopening of the Meeting.
(2) The resolution to order a break in the Meeting shall not require additional announcement in the manner provided for the convening of the Meeting, including as to the place of resumption of the Meeting after the break, provided that the Meeting shall be held in the same locality.
(3) If the Meeting orders an adjournment, resolutions adopted before the adjournment shall be recorded in the minutes, noting that the Meeting was adjourned.
(4) Upon resumption of the Meeting, the resolutions adopted during this part of the meeting shall be recorded in separate minutes, and when there are several breaks – in separate minutes.
(5) Each notarial report prepared in accordance with the above rules shall be accompanied by a list of attendees of the Assembly participating in its respective part.
§ 18.
Assembly Minutes
(1) Resolutions of the Assembly shall be included in the minutes prepared by a notary public.
(2) In addition to the minutes taken by a notary public, the Chairman may order additional recording of the proceedings of all or part of the meeting by a secretary specially appointed by him for this purpose. The secretary may be a person who is not a participant in the Meeting.
(3) The record of the meeting referred to in the preceding paragraph may record matters that are not the subject of the minutes prepared by the notary public, in particular, the manner of resolution of points of order and formal matters and the course of the discussion on the submitted draft resolutions.
(4) The course of the Meeting – in whole or in part – may, at the request of the Board of Directors, be additionally recorded by means of sound or audio-visual apparatus. Recording may be made with the consent of the Meeting, with the proviso that the speaker may request that his statement or image recorded in such a manner not be published or distributed.
(5) The records referred to in the preceding paragraphs are not subject to the provisions on the minutes of the Assemblies.
(6) A copy of the minutes shall be filed by the Board of Directors in the minute book. To the minutes of the Assembly shall be attached:
– evidence of the convening of the Assembly, – attendance list with signatures of the Assembly participants,
– proxies granted by Shareholders and documents authorizing other representatives to represent Shareholders at the Meeting,
– documents and printouts of e-mails and scans containing information about the convening of the Meeting by Shareholders under Article 399 § 3 of the Code of Commercial Companies, the request to convene the Meeting, requests to place new issues on the agenda, draft resolutions submitted by Shareholders.
(7) When issuing a copy of the notarized minutes of the Meeting to a Shareholder, the Company may claim the cost of its preparation.
8 The media with the recordings made will be kept by the Board, which may decide to destroy them, and copies will not be issued.
(2) In addition to the minutes taken by a notary public, the Chairman may order additional recording of the proceedings of all or part of the meeting by a secretary specially appointed by him for this purpose. The secretary may be a person who is not a participant in the Meeting.
(3) The record of the meeting referred to in the preceding paragraph may record matters that are not the subject of the minutes prepared by the notary public, in particular, the manner of resolution of points of order and formal matters and the course of the discussion on the submitted draft resolutions.
(4) The course of the Meeting – in whole or in part – may, at the request of the Board of Directors, be additionally recorded by means of sound or audio-visual apparatus. Recording may be made with the consent of the Meeting, with the proviso that the speaker may request that his statement or image recorded in such a manner not be published or distributed.
(5) The records referred to in the preceding paragraphs are not subject to the provisions on the minutes of the Assemblies.
(6) A copy of the minutes shall be filed by the Board of Directors in the minute book. To the minutes of the Assembly shall be attached:
– evidence of the convening of the Assembly, – attendance list with signatures of the Assembly participants,
– proxies granted by Shareholders and documents authorizing other representatives to represent Shareholders at the Meeting,
– documents and printouts of e-mails and scans containing information about the convening of the Meeting by Shareholders under Article 399 § 3 of the Code of Commercial Companies, the request to convene the Meeting, requests to place new issues on the agenda, draft resolutions submitted by Shareholders.
(7) When issuing a copy of the notarized minutes of the Meeting to a Shareholder, the Company may claim the cost of its preparation.
8 The media with the recordings made will be kept by the Board, which may decide to destroy them, and copies will not be issued.
§ 19.
Final provisions
(1) In matters not covered by the Regulations, the relevant provisions of the law and the provisions of the Articles of Association shall apply accordingly.
(2) If the Assembly amends the Rules of Procedure, the Board of Directors shall within 14 days draw up a unified text.
(3) The Regulations shall be effective as of the next Assembly. § 2 The resolution comes into force on December 3, 2009.
(2) If the Assembly amends the Rules of Procedure, the Board of Directors shall within 14 days draw up a unified text.
(3) The Regulations shall be effective as of the next Assembly. § 2 The resolution comes into force on December 3, 2009.