Articles of Association

V. Governing bodies of the company

C. General Meeting

§46
  1. The General Meeting shall be convened by the Management Board of the Company:
    1. On its own volition,
    2. On written demand of the Supervisory Board,
    3. On written demand of the shareholder or shareholders representing at least one-tenth of the share capital, submitted at least one month before the proposed date.
    4. On written demand of the shareholder - the State Treasury, irrespectively of the representation in the share capital, submitted at least one month before the proposed date.
  2. The General Meeting should be convened within two weeks of submitting the request as per section 1, points 2 through 4 above.
  3. If the General Meeting is not convened on the date specified in section 2 above, then:
    1. If the Supervisory Board requested the meeting - it shall be authorized to convene such meeting,
    2. If the shareholders indicated as per section 1, point 3 or 4 requested the meeting, the registration court may, after calling upon the Management Board to make a statement, authorize the requesting shareholders to call an Extraordinary General Meeting.
§47
The General Meetings shall be convened in Warsaw, and upon disposal of shares to third parties - also at the Company's registered seat.
§48
  1. The General Meeting may pass only resolutions on matters included on the agenda, subject to art. 404 of the Code of Commercial Companies.
  2. The agenda shall be proposed by the Management Board of the Company or the body convening the General Meeting.
  3. Shareholder or shareholders representing at least one-tenth of the share capital, may request to put matters on the agenda of the next General Meeting. The State Treasury shall retain this right, irrespectively of the representation in the share capital.
  4. If the request as per section 3 above is put forward after the announcement to convene the General Meeting, then it shall be treated as a motion to convene an Extraordinary General Meeting.
§49
The General Meeting shall be opened by a representative of the State Treasury, the President of the Supervisory Board or the Deputy President of the Supervisory Board, and if these persons are not present - the Chairman of the Management Board or a person indicated by the Management Board. Then, subject to art. 401 § 1 of the Code of Commercial Companies, the Chairman is elected from amongst those persons entitled to participate in the General Meeting.
§50
  1. The General Meeting passes resolutions irrespectively of the representation of the share capital at the meeting.
  2. One share entitles the holder to one vote at the General Meeting.
§51
The General Meeting may adjourn the proceedings with two-thirds majority of votes. Jointly the proceedings shall not be adjourned for more than thirty days.
§52
  1. Voting at the General Meeting shall be open. A secret ballot shall be used at elections of the Company's governing bodies or receivers, for the calling on them to account for their actions, and in personal matters. Moreover, a secret ballot should be used where requested by at least one of the shareholders present or represented at the General Meeting.
  2. As long as the State Treasury is the sole shareholder of the Company, section 1 above shall be invalid.
§53
Ordinary General Meeting shall be convened by the Management Board. It should be held within six months of the end of each financial year.
§54
  1. Subject of the Ordinary General Meeting shall be:
    1. Consideration and approval of the Company report, balance sheet, and profit and loss account for the preceding year,
    2. Confirming the actions of the Company's governing bodies performed in the fulfillment of their duties,
    3. Distribution of profits and the covering of losses,
    4. Postponement of paying dividends to shareholders, or establishing the dividend to be paid out in installments,
  2. The following shall require resolutions of the General Meeting:
    1. Appointment and dismissal of members of the Supervisory Board,
    2. Suspension and dismissal of members of the Management Board,
    3. Decision to conduct a competition to appoint a person for the management of the Company
    4. Consent for the delegated member of the Supervisory Board to enter contracts on behalf of the Company for the Management Board with the winner of the competition as per point 3 above,
    5. Establish the principle and amount of remuneration of the members of the Management Board, subject to § 30 section 2 above.
  3. The following shall require resolutions of the General Meeting with regard to the Company property:
    1. Disposal and leasing of a business as well as establishing the right of usufruct on it;
    2. Acquisition and disposal of real property if its value exceeds €30,000 in zlotys,
    3. Acquisition and disposal of fixed assets other than real property if their value exceeds €50,000 in zlotys,
    4. Entering by the Company into loan or guarantee agreement with or for the benefit of a member of the Management Board, the Supervisory Board, commercial proxy or receiver.
    5. Increase and reduction of the Company capital,
    6. Issue of bonds,
    7. Acquisition of own shares as per art. 362 § 1, point 2 of the Code of Commercial Companies,
    8. Compulsory purchase of shares as per art. 418 of the Code of Commercial Companies,
    9. Creation, use and canceling of funds of a reserve nature,
    10. Use of reserve capital funds,
    11. All decisions concerning claims for the reparation of any damage caused during incorporation or through management or supervisory actions,
  4. Moreover, the following shall require resolutions of the General Meeting:
    1. Merger, transformation and division of the Company,
    2. Establishing another company by the Company,
    3. Amendments to the Articles of Association and changes to the object of the Company,
    4. Dissolution and liquidation of the Company.
  5. Acquisition or purchase of stock or shares of other companies, with the exception of arbitration procedure where the purchase or acquisition is for debts, shall require the consent of the General Meeting. In this event, the following shall require the consent of the General Meeting:
    1. Disposal of shares with the statement of the conditions and manner of disposal, with the exception of:
      1. Disposal of shares which are in public trading,
      2. Disposal of stock or shares which the Company owns in the amount not exceeding 10% representation in the capital of respective companies,
      3. Disposal of stock and shares which the Company acquired for debts in arbitration procedures, as per art. 23 of the Commercialization and Privatization of State-owned Companies Act,
    2. Exercising the right of vote at a General Meeting or Meeting of Shareholders of companies in which the Company is the sole Shareholder, in the following matters:
      1. Amendments to the Articles of Association of a company,
      2. Increase or reduction of a company capital,
      3. Merger, transformation and division of a company,
      4. Disposal of shares or stock of a company,
      5. Disposal and leasing of a business as well as establishing the right of usufruct on it as well as acquisition and disposal of real property if its value exceeds €50,000 in zlotys
      6. Dissolution and liquidation of a company.
§55
  1. Motions in matters pursuant to § 54 above should be put forward with an explanation and a written opinion of the Supervisory Board, specifically in matters as per § 54, section 1, point 2; section 2, point 1.
  2. The requirement for an opinion on the motion put forward by shareholders shall not be valid as long as the State Treasury remains the sole shareholder of the Company and in the event pursuant to art. 384 § 2 of the Code of Commercial Companies.
§56
Change of objects of the Company may be conducted without compulsory purchase of shares subject to art. 417 § 4 of the Code of Commercial Companies.

 

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