Articles of Association

IV. Shareholder's rights and obligations

§15
Shares shall be disposable.
§16
  1. Authorized employees of the Company shall have the right to acquire at no charge up to 15% of the Company shares owned by the State Treasury in the manner described in the Commercialization and Privatization of State-owned Companies Act and the Ordinance of the Minister of Treasury of 3 April, 1997 regarding detailed principles of dividing authorized employees into groups, establishing the number of shares per each group and the manner of acquisition of shares by authorized employees (Dz. U. No. 33, item 200).
  2. The shares acquired by authorized employees in the manner described in section 1 above may not be disposed of before the duration of two years from the disposal of the first shares by the State Treasury as per general principles, with the exception of shares acquired by employees who are members of the Management Board - these may not be disposed of before the duration of three years from the disposal of the first shares by the State Treasury as per general principles. Shares may not be converted into bearer shares.
  3. The shares acquired by authorized employees may not be subject to compulsory acquisition as per art. 418 of the Code of Commercial Companies.
  4. The Company shall provide assistance to the State Treasury regarding implementing the laws described in section 1 above.
§17
  1. Shareholder - the State Treasury represented by the Minister of Treasury has the rights resulting from the Articles of Association hereunder and other laws.
  2. During the period when the State Treasury is the shareholder of the Company, the State Treasury has the right to:
    1. Be informed about the standing of the Company in form of a quarterly report according to the regulatory guide of the Minister of Treasury,
    2. Be informed about all material changes to financial and legal standing of the Company,
    3. Notify about convening the General Meeting by registered mail or courier with confirmation of receipt in written form, with simultaneous announcement in Monitor Sądowy i Gospodarczy (Commercial and Judicial Journal),
    4. Receive copies of all Supervisory Board resolutions and minutes of the Supervisory Board meetings which report on: the annual examination of the Company standing, passing of resolutions on appointment, dismissal or suspension of Members of the Board, and the meetings in which resolutions were vetoed.
    5. Receive copies of quarterly reports sent to the Minister of Finance about guarantees and warranties issued, pursuant to art. 34 of the Act on Guarantees and Warranties Issued by the State Treasury and Other Legal Entities of 08 May, 1997 (Dz. U. No. 79, item 484, as amended).
  3. Upon disposal of over 50% of the Company shares and until the disposal of the last owned share, the State Treasury retains the right to appoint at least one member of the Supervisory Board.

 

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