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Resolutions passed by the Issuer?s Extraordinary Assembly on July 30, 2009
The management Board of Centrum Klima S.A. (Issuer) herewith announces the contents of resolutions adopted by the Extraordinary Assembly of Centrum Klima S.A., Piastów, on July 30, 2009.
Resolution number 01/07/09
of Extraordinary Assembly of Centrum Klima S.A.
on appointment of Chairman of the Assembly
The Extraordinary Assembly of Centrum Klima S.A., Piastów, appoints Aleksander Jacek Wójcik to be chairman of the Assembly.
Resolution number 02/07/2009
of Extraordinary Assembly of Centrum Klima S.A.,
concerning adoption of the agenda
Correcting an obvious mistake, made in the announcement on the convocation of the Extraordinary General Assembly dated 7 July 2009 (Monitor Sądowy i Gospodarczy 130/2009, item 8920), the Extraordinary General Assembly adopts the following agenda:
1. Opening of the Assembly,
2. Election of the Chairman of the Assembly,
3. Declaration of the correctness of convening the Assembly and its ability to adopt resolutions,
4. Adoption of the agenda,
5. Adoption of a resolution regarding authorisation of the Management Board to increase the share caital within the frame of the authorised capital by way of an issue of new shares with exclusion of subscription rights by way of a public offering, amendment to the statutes of the Company, authorisation of the Management Board to conclude an agreement for registration of the new shares at Krajowy Depozyt Papierów Wartościowych S.A. and authorisation of the Management Board to take any and all necessary actions aimed at admitting the new issue shares to trading in the regulated market.
6. Adoption of a resolution on changing the remuneration of the Chairman of the Supervisory Board,
7. Adoption of a resolution on amendments to the By-laws of the General Assembly,
8. Closure of the Assembly.
Resolution number 03/07/2009
of Extraordinary Assembly of Centrum Klima S.A.,
regarding authorisation of the Management Board to increase the share caital within the frame of the authorised capital by way of an issue of new shares with exclusion of subscription rights by way of a public offering, amendment to the statutes of the Company, authorisation of the Management Board to conclude an agreement for registration of the new shares at Krajowy Depozyt Papierów Wartościowych S.A. and authorisation of the Management Board to take any and all necessary actions aimed at admitting the new issue shares to trading in the regulated market.
Acting pursuant to Article 430 § 1, 431 and 432, 433 § 2, 310 § 2 read with Article 431 § 7 and Article 444 and 447 of the Commercial Companies Code, and § 32 section 1 clause (d) of the Statutes of Centrum Klima S.A. with its seat in Piastów (the “Company”), taking into account the provisions of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 and the Act on Trading in Financial Instruments of 29 July 2005, the Extraordinary General Assembly of the Company hereby resolves as follows:
§1
The Extraordinary General Assembly of the Company hereby resolves to add the following § 7a to the Statutes:
㤠7 a
1. The Management Board shall be authorised to increase the share capital of the Company by an amount not exceeding PLN 300,000 (three hundred thousand zlotys) (authorised capital).
2. Within the limits of the authorised capital, under this authorisation, the Management Board may carry out a single increase of the share capital of the Company by way of a public offering of C-Series bearer shares with the par value of PLN 0.10 (ten groszes) each, in a number not exceeding 3,000,000 (three million) excluding the subscription right of the current shareholders.
3. The Management Board may release the C-series shares only in return for cash contributions.
4. The authorisation of the Management Board to increase the authorised capital shall expire on 31 December 2011.
5. The Management Board is authorized to set the issue price of shares issued as target capital, without consent of the Supervisory Board.
6. The Management Board may pass resolution excluding acquisition rights of current shareholders, subject to consent of the Supervisory Board.”
§2
1. The Extraordinary General Assembly resolves that the C-series Shares issued within the frame of an increase of the share capital within the limits of the authorised capital shall be the subject of a public offering and an application for admission to the trade in the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) with its seat in Warsaw. In connection with the foregoing, the Extraordinary General Assembly hereby resolves to apply for the admission and entry of the Rights to the C-series Shares and the C-series Shares issued as part of an increase of the share capital within the limit of the authorised capital to the trade in the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) with its seat in Warsaw.
2. The Extraordinary General Assembly resolves that the C-series Shares shall be offered to investors by way of an open subscription as part of a public offering covered by an issue prospectus.
3. The Extraordinary General Assembly resolves that the C-series Shares issued within the frame of an increase of the share capital within the limits of the authorised capital shall be dematerialised in accordance with Article 5 of the Act on Trading in Financial Instruments of 29 July 2005.
4. In the interest of the Company, the Extraordinary General Asembly resolves to deprive the existing shareholders of the right to subscribe for the C-series Shares. The opinion of the Management Board justifying the reasons for removing the subscription right and the proposed manner of setting the issue price of the C-series Shares forms Appendix No 1 hereto.
5. The Extraordinary General Assembly resolves that the Management Board may release the C-series shares only in return for cash contributions.
§ 3.
The Extraordinary General Assembly authorises and obligates the Management Board to take any and all actual and legal actions necessary for:
a) conducting a public offering and applying for for the admission and entry of the Rights to the C-series Shares and the C-series Shares issued as part of an increase of the share capital within the limit of the authorised capital to the trade in the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), including the filing of the necessary applications, documents and notices with the Financial Supervision Authority, and to:
- set the issue price of the C-series Shares,
- set the dates of opening and closing the subscription for the C-series Shares,
- set the rules of distribution and allocation of the C-series Shares;
b) dematerialising the C-series Shares issued as part of an increase of the share capital within the limits of the authorised capital, in particular to concluding an agreement with Krajowy Depozyt Papierów Wartościowych S.A. in Warsaw for the registration of the Rights to the C-series Shares and the C-series Shares issued within the frame of the authorised capital;
c) making a representation on the amount of the share capital subscribed for, pursuant to Article 310 § 2 and § 4 read with Article 431 § 7 of the Commercial Companies Code,
§ 4.
The Extraordinary General Assembly authorises and obligates the Supervisory Board to draw up the consolidated text of the Statutes of the Company.
§ 5.
The grounds for this Resolution (within the meaning of Article 445 § 1 of the Commercial Companies Code) form Appendix No 2 hereto.
Resolution number 04/07/2009
of Extraordinary Assembly of Centrum Klima S.A.,
concerning changing the remuneration of the Chairman of the Supervisory Board
Acting pursuant to Article 392 of the Commercial Companies Code and § 32 section 1 clause (h) of the Statutes of Centrum Klima S.A. with its seat in Piastów (the “Company”), the Extraordinary General Assembly hereby resolves as follows:
§1
The Extraordinary Assembly sets the following remuneration for Chairman of the Supervisory Board: PLN 2.000 (two thousand) per Supervisory Board meeting.
§2
The resolution comes into effect on 1 August 2009.
Resolution number 05/07/2009
of Extraordinary Assembly of Centrum Klima S.A.,
concerning amendments to the By-laws of the General Assembly of the Company
§1
Acting pursuant to § 31 section 2 of the Statutes of Centrum Klima S.A. with its seat in Piastów (the “Company”), the Extraordinary General Assembly hereby abrogates in whole the current By-laws of the General Assembly and replaces it with the language given in Appendix No 1 hereto.
§2
This Resolution comes into effect on 3 August 2009.
Appendix No 1 to Resolution No 4
BY-LAWS OF THE GENERAL ASSEMBLY OF
CENTRUM KLIMA S.A.
I. CONVOCATION OF THE GENERAL ASSEMBLY
§1
1. The General Assembly of CENTRUM KLIMA S.A. with its seat in Piastów shall be held in accordance with the provisions of the Commercial Companies Code, the Statutes of the Company and these By-laws.
2. The following terms written with a capital letter in these By-laws shall have the meaning given below:
(a) "Commercial Companies Code" shall mean the Commercial Companies Code Act of 15 September 2000 (OJ of 2000, No 94, item 1037, as amended),
(b) "Company" shall mean CENTRUM KLIMA Spółka Akcyjna with its seat in Piastów,
(c) "Statutes" shall mean the statutes of the Company,
(d) "By-laws" shall mean these by-laws of the General Assembly,
(e) "Assembly" or "General Assembly" shall mean the General Assembly of the Company,
(f) "Management Board" shall mean the Management Board of the Company.
§2.
The General Assembly shall be Ordinary or Extraordinary.
§3.
1. An Ordinary General Assembly shall be convened by the Management Board within six months of the end of each financial year.
2. An Extraordinary General Assembly shall be convened by the Management Board on its own initiative or on a motion submitted in writing or electronically by a shareholder or shareholders of the Company representing at least 1/20 (one twentieth) of the share capital of the Company.
3. The Extraordinary Assembly should be convened within 2 weeks of the application referred to in the preceding clause 2.
§4
1. The Supervisory Board may convene:
(a) an Ordinary General Assembly in the event of the Management Board failing to convene the Ordinary General Assembly within the term defined in § 3 section 3 above, or
(b) an Extraordinary General Assembly, if it considers its convocation justified, in particular, if despite filing the motion, referred to in § 3 section 2 above, the Management Board has failed to convene an Extraordinary General Assembly within the term, referrd to in § 3 section 3 above.
2. Company shareholders representing at least half of the share capital or at least half of the votes in the Company may convene an Extraordinary General Assembly. Shareholders shall appoint the chairman of that Assembly
§5.
1. The shareholder or shareholdersa representing at least 1/20 (one twentieth) of the share capital may request that the Extraordinary General Assembly be convened, as well as that certain matters be placed on the agenda of that General Assembly. Such request to convene the General Assembly or to place certain matters on its agenda, submitted by authorised subjects, shall contain the grounds and draft resolutions to be adopted by the Assembly.
2. Unless the General Assembly is convened pursuant to Article 402 § 3 of the Commercial Companies Code, the Supervisory Board of the Company and the shareholder or shareholdersa representing at least 1/20 (one twentieth) of the share capital may request that certain matters be placed on the agenda of the next General Assembly.
3. The request shall be submitted to the Management Board not later than twenty one days prior to the date of the Assembly. The request shall contain grounds or drafts of the resolution pertaining to the proposed item of the agenda.
4. The request may be submitted electronically, using a form placed on the Company website (www.centrumklima.pl), which the shareholder may complete after complying with the registration procedure, described in § 5a of the By-laws and send via the Company website
5. The Management Board of the Company shall be obligated to announce changes to the agenda, made at the request of the shareholders, immediately, but not later than eighteen days prior to the date of the General Assembly. The announcement shall be made in the manner stipulated for convening the General Assembly."
6. The shareholder or shareholdersa representing at least 1/20 (one twentieth) of the share capital may may, prior to the date of the General Assembly, submit to the Company in writing or using means of electronic communication in accordance with the procedure described in § 5a of the By-laws, drafts of resolutions pertaining to the matters entered in the agenda or the General Assembly or matters, which are to be placed on the agenda. Thre Company shall immediately publish the draft resolutions on its website.
7. Before the date of the General Assembly, the Company shall make available on its website (www.centrumklima.pl) a form in which the shareholders may enter the draft resolutions and submit them to the Company via its website.
IA. RULES OF MAKING REPRESENTATIONS IN THE ELECTRONIC FORM
§5a
1. Requests to convene the General Assembly, requests to place specific matters on the agenda, draft resolutions and notices of granting a proxy to participate in the General Assembly and to exercise the voting right or of revoking a proxy may be sent to the Company in the electronic form without the obligation to use a secure signature, in accordance with the rules set forth below.
2. A shareholder who wishes to perform any of the actions, defined in section 1, shall apply to the Company personally or in writing for the issue of a login and password allowing the shareholder to follow the verification procedure of the actions described in section 1 and performed electronically. The shareholder shall be obligated to keep confidential his login and password. The login and password shall be sent to the shareholder by post or courier mail to the address given in the request. The shareholder may change the password using the website of the Company
3. The Company website is www.centrumklima.pl.
4. Prior to granting a proxy electronically, each shareholder shall assess the risk associated with notifying the Company of granting a proxy using means of electronic communication without the use of a secure signature.
5. Detailed rules of implementation of the aforementioned procedure shall be set forth by the Management Board. The Management Board may introduce additional safety measures at its discretion.
6. If the Company has placed on its website an appropriate form enabling the performance of the actions listed in section 1, the shareholder shall perform the actions described in section 1 using this form.
§6.
The General Assemblies shall be held at the seat of the Company, in Warsaw or in Wieruchowo, Ożarów Mazowiecki municipality.
II. PERSONS AUTHORISED TO PARTICIPATE IN THE GENERAL ASSEMBLY
§7.
1. Only persons who are the shareholders of the Company sixteen days before the date of the General Assembly shall have the right to participate in the General Assembly (day of registration of participation in the General Assembly).
2. Notwithstanding clause 3 of the present paragraph, holders of rights relating to inscribed shares and temporary certificates, as well as pledgees and users with voting rights may participate in General Assembly if entered in the shares ledger on the date of registration of General Assembly participants.
3. In the period, in which Company shares on which a pledge or usufruct has been established, remain entered in the securities account kept by an authorised subject in accordance with regulations applying to the trade in financial instruments, the voting rights from these shares shall be conferred upon the shareholder.
4. Bearer shares in the form of a document shall give the right to participate in the General Assembly, if the share certificates are deposited with the Company not later than on the day of registration of participation in the General Assembly, and are not collected before the end of that day. In lieu of the shares, certificates proving that the share have been deposited with a notary, bank or brokerage house with the seat or a branch in the European Union or a state being a party to the European Economic Area Agreement, identified in the announcement on the convocation of the General Assembly, may be deposited. The certificate shall state the serial number of the share certificates and state that the shares will not be released before the end of the day of registration for the General Assembly.
5. The list of shareholders entitled to participate in the General Assembly shall be set by the Company on the basis of the shares deposited with the Company in accordance with § 7 section 4 hereof and a list drawn up by the subject keeping the securities deposit in accordance with regulations applying to the trade in financial instruments
6. At the request of holder of dematerialized bearer shares made not earlier than following announcement convening the General Assembly ant not later than on the first working day following the day of registration of General Assembly participants, the entity holding the securities account must issue inscribed certificates confirming the right to participate in the Assembly.
7. Members of the Management Board and the Supervisory Board shall have the right to participate in the General Assembly.
§8.
1. Company shareholders who are natural persons shall have the right to participate in the General Assembly and exercise the voting right in person or by proxy.
2. Company shareholders who are not natural persons shall have the right to participate in the General Assembly and exercise the voting right by a person authorised to make declarations of will for the shareholder by by proxy. When drawing up the attendance register, an extract of the appropriate register or powers of attorney conferring the right to represent a shareholder not being a natural person shall be shown. The person or persons granting the proxy for a Company shareholder not being a natural person shall be shown in the current extract of the appropriate register. A copy of an extract from the appropriate register may be submitted, provided that it has been certified as consistent with the original by a notary, attorney or legal advisor.
3. Company shareholders whose shares are entered in more than one securities account may appoint separate proxies for the purpose of exervising the rights under the shares entered in each such account.
4. The proxy to participate in the General Assembly and to exercise the voting right shall be granted in writing or electronically. Grating the proxy electronically shall not require using a secure electronic signature verified by a valid qualified certificate.
5. Prior to the date of the General Assembly, the Company shall make available on its website (www.centrumklima.pl) a proxy form and a proxy revocation form, which the shareholders may complete and send via the website, as described in § 5a of these By-laws.
III. LIST OF SHAREHOLDERS
§9.
The list of Company shareholders entitled to participate in the General Assembly shall be drawn up and signed by the Management Board.
§10.
1. The list of shareholders shall contain:
(a) the names and surnames (business names) of Company shareholders entitled to participate in the General Assembly,
(b) their place of residence or seat; natural persons may give their addresse for deliveries instead of the home address,
(c) the number and tupe of shares and the number of votes.
§11
1. The list of Company shareholders shall be displayed at the seat of the Management Board for three business days immediately preceding the date of the General Assembly and at the venue and during the General Assembly.
2. Company shareholders may request that the list of shareholders be sent to them by electronic mail, giving the address where the list should be sent
IV. CHAIRMAN OF THE GENERAL ASSEMBLY
§ 12.
The Chairman of the General Assembly shall be elected from among the participants of the General Assembly, whose candidacies have been put forward by persons entitled to participate in the General Assembly and who have consented to their candidacies.
§13.
The list of candidates shall be drawn up by the person opening the General Assembly.
§14.
The Chairman of the General Assembly shall be elected in a secret ballot, casting votes for each of the candidates. The person with the largest number of votes shall be the Chairman.
§15.
1. The person opening the General Assembly shall monitor the election of the Chairman of the General Assembly, announce the winner of the ballot and hand over the chair to that person.
2. The Chairman shall chair the General Assembly in accordance with the adopted agenda, legal regulations, the Statutes and these By-laws.
§16.
1. Do zadań Przewodniczącego należy w szczególności:
(a) declaring the correctness of the convocation of the General Assembly,
(b) ensuring the correct and smooth course of the meeting, in observance of the rights and interest of all Company shareholders, including prevention of excessive exercise of rights by participants and ensuring adequate observance of the rights of minority shareholders,
(c) giving the floor,
(d) ensuring that the deliberations are to the point,
(e) resolving procedural doubts,
(f) issuing appropriate order ordinances, including, in particular, allowing entry of persons who are not Company shareholders,
(g) tabling a motion for a change of the order in which the items placed on the agenda are considered,
(h) electing the commissions provided for in the By-laws,
(i) deciding on an additional method of minutes-taking,
(j) ordering votes, ensuring that they are taken correctly, signing documents containing vote results and announcing these results,
(k) responding to motions tabled by the General Assembly participants and, if necessary, ordering a vote to be taken on these motions,
(l) announcing an adjournment of the Assembly on a motion of Company shareholders adopted by a 2/3 majority of the votes cast in favour of the adjournment resolution.
2. The Chairman may order adjournments other than the adjournments decided by the General Assembly under Article 408 § 2 of the Commercial Companies Code. Such adjournments may not be ordered for the purpose of hampering the exercise of the rights by Company shareholders.
§17.
The adjournments may not last for more than 30 days in total.
§18.
1. The Chairman should not resign from his function without important reasons and may not delay the signing of the minutes of the General Assembly without justification.
2. In the event of resignation of the Chairman, the new Chairman shall be elected in accordance with the procedure described in § 13 hereof. The ballot shall be carried out under the chair of the person who, according to the law and the Statutes of the Company, is authorised to open the Assembly.
V. LISTA OBECNOŚCI
§19.
1. Immediately after election, the Chairman of the General Assembly shall sign the attendance list containing the names of Assembly participants and specifying the number of shares held by them and the number of votes to which they are entitled.
2. The Chairman of the General Assembly shall draw up the attendance list personally or using the appointed Assembly secretaries, on the basis of the list of Company shareholders, referred to in § 9 hereof.
3. While drawing up the attendance list it is necessary to:
(a) check whether a given Company shareholder is entitled to participate in the Assembly,
(b) check the identity of the shareholder or his proxy on the basis of an identity card or passport,
(c) check the correctness of the proxies and other documents confirming authorisation of the proxies to represent the shareholders,
(d) obtain a signature of the Company shareholder or his proxy on the attendance list,
(e) issue to the Company shareholder or his proxy an appropriate magnetic ballot card (if votes are taken electronically) or another document used for voting.
§20.
Appeals, objections, comments and other motions regarding the right to participate in the General Assembly shall be submitted to the Chairman of the Assembly, who resolves them on his own. An appeal against the decision of the Chairman may be lodged with the General Assembly.
§21.
1. 1. The attendance list shall remain displayed during the entire General Assembly, until its closure. Persons drawing up the attendance list shall be obligated to enter changes in the personal line-up and the number of shares represented prior to each vote.
2. 2. At a request of Company shareholders holding 10% of the share capital, the attendance list shall be checked by a commission elected for this purpose and consisting of at least three persons. The shareholders making this request shall have the right to elect one member of the commission and shall not participate in the election of its remaining members.
VI. PARTICIPATION OF THE MEMBERS OF THE MANAGEMENT BOARD, SUPERVISORY BOARD, EXPERTS AND OTHER PERSONS IN THE GENERAL ASSEMBLY
§22.
1. The Management Board and the Supervisory Board should participate in the General Assembly in a line-up allowing them to give answers to the questions asked in the course of the General Assembly.
2. The chartered auditor should be present at the General Assembly, if the financial affairs of the Company are to be discussed by the Assembly. The chartered auditor shall be invited to the General Assembly by the Management Board.
3. The Supervisory Board and Management Board members and the chartered auditor shall be obligated to provide explanations and information regarding the Company to the Assembly within their competencies and to an extent necessary to resolve the matters discussed by the Assembly.
4. Media representatives may participate in the General Assembly.
VII. BALLOT COUNTING COMMITTEE
§23.
1. The ballot counting committee shall consist of three persons, unless otherwise resolved by the General Assembly.
2. The members of the ballot counting committee shall be elected from among the participants of the General Assembly. Each shareholder shall have the right to put forward one candidate.
3. The members of the ballot counting committee shall be elected by the General Assembly voting in a secret ballot on each of the candidates separately in the alphabetical order. Persons receiving the largest number of votes shall make up the ballot counting committee.
§24.
1. The members of the ballot counting committee may elect the chairman and the secretary from among themselves.
2. The duties of the ballot counting committee shall be:
(a) monitoring the correctness of the votes,
(b) determining the results of the votes and conveying them to the Chairman of the General Assembly for announcement,
(c) performing other acts ordered by the Chairman of the General Assembly connected with holding votes.
VIII. COURSE OF THE DELIBERATIONS
§25.
Upon signing and checking the attendance list, the Chairman of the General Assembly shall put the agenda prepared by the Management Board to a vote.
§26.
The General Assembly may adopt the proposed agenda without changes, may change the order in which individual items are considered or remove certain items from the agenda. A resolution on abandoning the consideration of a matter placed on the agenda may be adopted only for important reasons. The motion in this matter shall be justified in a manner allowing the adoption of a resolution regarding abandoning the consideration of a given matter with due cognition. Removal of a matter from the agenda or a decision not to consider a matter placed on the agenda shall require a resolution of the General Assembly, adopted after securing the consent of all present shareholders who tabled this motion. The agenda may be adopted by acclamation.
§27.
1. The Chairman of the General Assembly may not remove matters from the announced agenda, change the order of its items and place under deliberations matters not covered by the agenda.
2. Upon presentation of each matter placed on the agenda, the Chairman of the General Assembly shall draw up the list of persons reporting for discussion, and after closing the list shall open the debate by giving the floor in the order in which the speakers registered themselves.
§28.
The Chairman of the General Assembly shall decide on closing the debate.
§29.
1. The Chairman of the General Assembly may give the floor out of turn to the members of the Management Board, Supervisory Board and the invited experts, whose voice shall not be taken into account while setting the list and number of speakers.
2. The Chairman may allow the participants to speak on points of order out of turn. A point of order motion may be tabled by every Company shareholder.
3. Points of order shall include, in particular, motions regarding:
(a) closing the list of speakers,
(b) limiting, adjourning or closing the debate,
(c) limiting the time given to the speakers,
(d) the manner in which the deliberations are conducted,
(e) ordering a short adjournment,
(t) the order of adoption of the motions,
(g) consistency of the course of the Assembly with legal regulations, provisions of the Statutes and By-laws.
4. Discussion on points of order shall be held immediately after such points have been raised.
§ 30.
Upon completing the business placed on the agenda the Chairman shall close the Assembly.
IX. RESOLUTIONS OF THE GENERAL ASSEMBLY
§31.
1. Written drafts of resolutions included in the agenda presented in the announcement of the Assembly shall be prepared by the Management Board, unless, due to the nature of a given matter, the Management Board does not deem it appropriate to present its proposals.
2. The draft resolutions shall be submitted in writing to the Chairman.
3. The draft resolutions of the General Assembly shall be accompanied by grounds, except for resolutions regarding points of order and resolutions which are standard resolutions adopted by the General Assembly
4. Bearing in mind the foregoing, the Management Board shall present the grounds or ask the party moving for the inclusion of a given matter on the agenda of the General Assembly to present the grounds.
§32.
1. Resolutions of the General Assembly shall be adopted by an absolute majority of the votes cast by the Company shareholders present at the Assembly, unless the Statutes or legal regulations provide for stricter conditions.
2. Votes on points of order may only pertain to issues related to conducting the deliberations of the General Assembly. Resolutions which may affect the exercise by the Company shareholders of their rights shall not be voted on under this procedure.
3. Resolutions of the General Assembly shall ensure that an appropriate period lapses between decisions causing specific corporate events and the dates, on which the rights of the shareholders arising from these corporate events arise.
§33.
1. Each shareholder shall have the right to put forward proposals of changes and supplements to the draft resolutions placed on the agenda of the Assembly – until the close of the debate on the item of the agenda covering the draft resolution in question. Such proposals with short justification shall be submitted in writing, separately for each draft resolution, giving the name and surname (business name) of the shareholders, to the Chairman, unless the Chairman has allowed such proposals to be presented verbally.
2. A draft resolution or a motion for changing such draft may be withdrawn by the persons tabling it.
3. Those objecting to a resolution shall be allowed to provide short justification of their objections.
§34.
If the Assembly adopts a resolution on the convocation of an Extraordinary Assembly, the resolution shall be effective provided that it contains all the information which must be included in the Assembly convocation notices, or if the resolution authorises the Management Board or another person to define such information. The Management Board shall carry out the resolution.
IX. VOTING
§35.
1. Subject to the provisions of section 2 below, votes shall be open.
2. A secret vote shall be ordered:
(a) in the case of elections and motions for the dismissal of members of the governing bodies of the Company or the liquidators,
(b) on holding members of the governing bodies of the Company or liquidators liable,
(c) on personal matters,
(d) at the request of at least one of the participants of the Assembly.
3. Votes on individual resolutions shall be taken after the Chairman of the General Assembly or a person designated by him has read out their drafts.
4. Documents containing the results of each vote shall be signed by all members of the ballot counting committee and the Chairman of the General
Assembly.
§36.
1. After closing the debate on each item of the agenda, prior to taking the vote, the Chairman shall read out the draft resolution and inform of any motions tabled with regard to the content of the resolution and sets the order in which the motions are to be voted on.
2. The voting order shall be as follows:
(a) voting on motions regarding the draft resolution, with motions whose adoption or rejections determines the fate of other motions being voted on first,
(b) voting on the draft resolution in the proposed tenor, with amendments arising from the accepted motions regarding amendments to the draft resolution.
§37.
1. A shareholder who is a member of a governing body of the Company may participate in a vote on the approval of the actions of other members of that governing body, and on a resolution which may indirectly lead to him being held liable.
2. The statutory ban on voting on a resolution shall also apply to persons taking part in the Assembly as proxies.
§38.
1. In the event of legal regulations requiring that the vote is held separately for groups (types) of shares, the Chairman shall order a separate vote in individual share groups. In every case the votes shall be cast only by the Assembly participants whose rights arise from shares belonging to a given share type.
2. If a shareholder holds various types of shares, he shall vote separately in each share group, casting as many votes as are conferred by a given share type.
§39.
1. If the vote takes place using a computer system of casting and counting votes, this system shall ensure casting votes in a number corresponding to the number of shares held, and prevent the possibility of identifying the votes cast by individual shareholders in a secret ballot. The same requirements must be met in the event of holding a secret vote using ballot papers.
2. The following shall be deemed as constituting separate share groups (types):
(a) privileged shares, giving Company shareholders special rights, not given to other shares,
(b) ordinary shares (bearer and registered shares).
3. After the adoption of each resolution the Chairman shall announce the result of the vote and state whether the resolution has been adopted.
XII. ELECTION OF THE SUPERVISORY BOARD MEMBERS
§40.
1. Prior to commencing the election of the Supervisory Board, the General Assembly shall set the number of the Board members in accordance with the Company Statutes.
2. Each Assembly participant shall have the right to put forward candidacies to the Supervisory Board. The candidacies shall be put forward verbally to the minutes with short justification. The justification shall indicate the education and professional experience of the candidate.
§41.
1. The list of candidates to the Supervisory Board shall be drawn up by the Chairman of the General Assembly in the alphabetical order. The list shall be deemed closed upon its announcement.
2. Candidates shall be entered in the list after making a verbal or written statement recorded in the minutes, consenting to their standing in the elections.
§42.
1. The elections to the Supervisory Board shall be held in the form of a secret ballot with votes cast on each candidate separately, in the alphabetical order.
2. The candidates receiving the largest number of votes shall be deemed as having been elected as members of the Supervisory Board.
3. A shareholder may vote on the number of candidates matching the number of Supervisory Board members appointed by the General Assembly.
4. Upon electing the number of Supervisory Board members set by the General Assembly, the elections to the Supervisory Board shall be deemed as having been completed.
§43.
1. If, pursuant to Article 385 § 3 of the Commercial Companies Code, the Supervisory Board is elected by way of group votes, the Chairman of the Assembly shall ask the shareholders to create such groups
2. The Chairman shall draw up the list of groups and read it out immediately, stating the number of shareholders in each group, the total number of shares and the number of votes conferred by these shares.
3. Prior to the adoption of a resolution by the group, the attendance list of that group shall be drawn up. Appropriate provisions of the law, the Statutes and the By-laws pertaining to the attendance list of the shareholders at the General Assembly shall apply to this list.
4. Each group shall register with the Chairman of the Assembly its candidate to the Supervisory Board. Then, the Chairman shall order the vote in the group.
XIII. ADJOURNMENT
§44.
1. In the event of the General Assembly adjourning its deliberations, the continuity of the Assembly shall not require maintaining the identity of the participants of the General Assembly, in particular:
(a) after the adjournment a different number of participants may take part in the Assembly, provided that they are included in the attendance list drawn up on the day of resumption of the Assembly and in the list of persons entitled to take part in the General Assembly,
(b) if the Chairman conducting the deliberations before the adjournment is present, no new chairman shall be elected,
(c) in the case of the proxies representing Company shareholders – if these are different persons, the proxy document or another appropriate document authorising them to represent the shareholder at the General Assembly must be submitted,
(d) the right to participate in the General Assembly shall be determined in accordance with the rules set forth in Article 406 of the Commercial Companies Code, and the time limits mentioned there shall be counted with regard to the published date of the General Assembly and not with regard to the date of its resumption.
2. The agenda of the General Assembly may not be extended beyond that given in the announcement convening the General Assembly.
§45.
1. Upon the resumption of the General Assembly resolutions adopted before the adjournment shall be entered in the minutes, with a note stating that the General Assembly was adjourned.
2. Upon the resumption of the General Assembly resolutions adopted during that part of the deliberations shall be entered in separate minutes, and in the event of there being several adjournments, in minutes drawn up separately for each part of the Assembly.
3. The attendance list of participants of the General Assembly attending its given part shall be enclosed with the notarised minutes.
XIV. CLOSURE OF THE ASSEMBLY
§46.
Upon the completion of the business placed on the agenda the Chairman shall declare the Assembly closed.
As of that moment, it ceases to function as a governing body of the Company, and its participants may not adopt binding resolutions.
XV. MINUTES
§47.
1. Minutes of the General Assembly shall be taken by a notary.
2. The minutes shall:
(a) state the correctness of the convocation of the Assembly,
(b) state the capacity of the Assembly to adopt resolutions,
(c) list any motions submitted,
(d) list the resolutions adopted, and next to each resolution give: the number of shares from which valid votes were cast, the percentage share of these shares in the share capital, thye total number of valid votes, the number of votes cast “for” and “against” and the number of abstentions,
(e) state the number of votes cast for each resolution,
(f) list any objections regarding individual resolutions.
3. The attendance list signed by the participants shall be enclosed with the minutes of the General Assembly.
§48.
1. Apart from the minutes drawn up in the form of a notarial deed, the Chairman may order the Secretary of the GS to record all or parts of the deliberations of the Assembly. This document may record matters not covered by the minutes drawn up by the notary, in particular the way in which points of order were resolved and the course of the debate concerning the draft resolutions.
2. Issuing a copy of the minutes of the General Assembly to a shareholder, the Company may demand the reimbursement of the costs of drawing up this copy.
3. At the request of a participant of the General Assembly, his written statement may be added to the minutes.
§49.
The entire General Assembly or its parts may be additionally recorded using audio-visual techniques at the request of the Management Board or the Chairman of the Assembly.
§ 50.
Personal certificates confirming the right to participate in the General Assembly, proxies to exercise the voting right and other documents ascertaining the fact that a given shareholder was represented by a proxy shall be enclosed with the minutes book. Copies of the notarial deed containing the minutes and the proof of convening the General Assembly shall be enclosed with the minutes book
XVI. FINAL PROVISIONS
§51.
1. In matters not regulated by these By-laws appropriate provisions of the law and the Statutes of the Company shall apply.
2. In the event of an amendment to the By-laws of the General Assembly or the By-laws of the Supervisory Board by the General Assembly, the Management Board shall be obligated to draw up the consolidated text within 14 days.
3. The By-laws and its amendments shall come into force as of the next General Assembly following the Assembly adopting the By-laws or its amendments.
Podstawa prawna
Article 56 section 1 clause 2 of the Public Offering Act - current and periodic information
§ 38, clause 1, item 5 of Minister of Finance Minister of Feb. 19, 2009 |
2009