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Shareholder rights related to the General Meeting

Right to convene the general meeting and to appoint the chairperson of the meeting

As per Art. 399.3 of the Code of Commercial Companies, shareholders representing at least 50% of the share capital or at least 50% of the Issuer’s votes may convene a general meeting. Shareholders appoint the chairperson of such an extraordinary general meeting. The Articles of Association do not include any other provisions in this respect.

Right to request an extraordinary general meeting and to include specific items on the agenda

As per Art. 400.1 of the Code of Commercial Companies, a shareholder or shareholders representing at least one twentieth of the Issuer’s share capital may request an extraordinary general meeting and include specific items on the agenda of such an meeting. The Articles of Association do not include any other provisions in this respect.

Right to apply to the Registry Court for the authorization to convene an extraordinary general meeting

If the management board fails to convene the extraordinary general meeting within two weeks from the presentation to the board of the request to convene the extraordinary general meeting by shareholder(s) representing at least one twentieth of the Issuer’s share capital, such requesting shareholder(s) shall have the right to apply to the Registry Court for the authorization to convene an extraordinary general meeting whose chairperson is appointed by the Registry Court. Based on the authorization granted by the Registry Court, such shareholders have the right to convene an extraordinary general meeting.

Right to include specific items on the agenda of the general meeting

Shareholder(s) representing at least one twentieth of the share capital may request to include specific items on the agenda of the next general meeting.

Right to submit draft resolutions to the Issuer before and during the general meeting

As per Art. 401.4 of the Code of Commercial Companies, shareholder(s) representing at least one twentieth of the share capital may, before the general meeting date, provide the Issuer with draft resolutions, in writing or via electronic means, regarding items on the agenda of the general meeting or items to be included in the agenda by such shareholders. During the general meeting each shareholder may submit draft resolutions regarding items on the agenda. The Issuer’s Articles of Association do not include any other provisions in this respect.

Right to attend the general meeting and to exercise the voting right in person or through a proxy

The right to attend the general meeting belongs only to persons who are shareholders of the Issuer sixteen days prior to the general meeting date (registration date of the general meeting attendance). The registration date of the general meeting attendance is the same for persons holding bearer shares and those holding registered shares. Holders of registered shares and provisional certificates as well as pledgees and users who have the right to vote may attend the general meeting if they are entered in the share register on the day of registering the general meeting attendance.

In order to attend the general meeting, holders of dematerialized bearer shares must request, no earlier than after the announcement of the general meeting and no later than on the first weekday after the registration date of general meeting attendance, from the entity maintaining the securities account to issue a personal certificate of the right to attend the general meeting.

Upon request of the holder of dematerialized bearer shares, the certificate should indicate a part or all of the shares registered on the holder’s securities account.

The certificate of the right to attend the general meeting contains:

  • company (name), registered office, address and stamp of the issuer and the certificate number;
  • number of shares;
  • type and code of shares;
  • company (name), registered office and address of the public company that issued the shares;
  • share nominal value;
  • first and last name or company (name) of the shareholder;
  • registered office (place of residence) and address of the shareholder;
  • purpose of the certificate;
  • issue date and place of the certificate;
  • signature of the person authorized to issue the certificate.

As regards the shares of a public company based in Poland with the shares recorded on a consolidated account, the certificate of the right to attend the general meeting shall also be a document with the above contents in Polish or in English and issued by the holder of the said account (Art. 10a of the Act on Trading in Financial Instruments).

Bearer shares in the form of certificates give the right to attend the general meeting if the share certificates are submitted with the company no later than on the day of registering the general meeting attendance and are not collected before the end of that day. Instead of the share certificates, a certificate proving that the shares have been deposited with a notary, bank or investment company with a seat or a branch in the territory of the European Union or a State-Party to the agreement on the European Economic Area, identified in the announcement on the convocation of the general meeting, may be deposited. The certificate shall include the numbers of the share certificates and state that the share certificates will not be released before the end of the general meeting attendance registration day.

The list of holders of bearer shares entitled to attend the general meeting is specified by the Issuer based on the shares deposited with the company and the specification prepared by KDPW (National Depository for Securities) in line with the Act on Trading in Financial Instruments. KDPW prepares the specification referred to above on the basis of the specifications submitted no later than twelve days prior to the general meeting date by the entitled entities in line with the Act on Trading in Financial Instruments. The issued certificates of the right to attend the general meeting of a public company form the basis for specifications submitted to KDPW. KDPW provides the Issuer with the specification referred to above via electronic communication no later than one week prior to the general meeting date. If the specification cannot be provided in electronic form for technical reasons, KDPW shall issue it in writing no later than six days prior to the general meeting date in the office of KDPW’s governing body.
A shareholder in a public company may transfer his or her shares during the period between the general meeting attendance registration date and the general meeting end date.

As per Art. 412.1 of the Code of Commercial Companies, a shareholder may attend the general meeting and exercise the voting right in person or by proxy.

The list of the shareholders entitled to attend the general meeting, signed by the management board, with the last and first names or business names of those entitled, their residence (registered office), the quantity, type and numbers of shares and the number of votes, shall be displayed on the premises of the management board for three weekdays prior to the general meeting. A shareholder may review the list of shareholders on the premises of the management board and request copies, upon payment of the costs. The shareholder in a public company may request that the list of shareholders be sent to him by electronic mail, free of charge, provided that he or she identifies the address to which it should be sent.
The attendance list, with the names of those attending the general meeting, together with the number of shares represented by each of them and the number of votes, signed by the chairperson of the general meeting, shall be drawn up immediately after the election of the chairperson and shall remain displayed during the general meeting. Upon a motion by shareholders representing one tenth of the share capital represented at the general meeting, the attendance list shall be checked by a committee elected for that purpose and comprising at least three persons. The persons who propose the motion may elect one member of the committee.

As per Art. 411.1 of the Code of Commercial Companies, each share grants the right to one vote at the general meeting. A shareholder may vote differently from each of the shares held.

The proxy exercises all rights of the shareholder at the general meeting, unless otherwise specified in the power of attorney. The proxy may grant a further power of attorney if it is allowed by his or her power of attorney. A proxy may represent more than one shareholder and vote differently with the shares of each of the shareholders. A shareholder in a public company who holds shares registered on a consolidated account may appoint separate proxies to exercise the share rights under the shares registered on this account. The shareholder in a public company who holds shares registered on more than one securities account may appoint separate proxies to exercise the share rights under the shares registered on each of the accounts.

The power of attorney to attend the general meeting and to exercise the voting right shall be made in writing or electronically. Where the power of attorney is made electronically, it shall not require confirmation confirmed with a secure electronic signature verifiable with a valid qualified certificate.

If a member of the management board, a member of the supervisory board, a liquidator, an employee of a public company or a member of the bodies or an employee of its dependent company or cooperative serves as a proxy at the general meeting, the power of attorney may authorize him or her to represent the shareholder at one general meeting only. The proxy shall disclose to the shareholder all circumstances giving rise to an existing or a possible conflict of interest. A further power of attorney may not be granted. The proxy shall vote in accordance with the instructions given by the shareholder.

The shareholder may not, in person or by proxy,, vote on resolutions on his or her liability towards the company on any account, including the granting of the acknowledgement of performance of duties, release from an obligation towards the company or a dispute between him and the company. The shareholder in a public company may vote as a proxy on resolutions concerning his/her person, as referred to above.

Right to request copies of documents and information from the management board regarding the Issuer

As per Art. 395.4 of the Code of Commercial Companies, a shareholder has the right to request copies of the management board report on the operations of the Issuer and of the financial report, together with a copy of the supervisory board report and the opinion of the auditor to be provided not later than fifteen days before the general meeting.

As per Art. 407.2 of the Code of Commercial Companies, a shareholder shall have the right to request copies of motions on matters included on the agenda of the next general meeting.

As per Art. 421.3 of the Code of Commercial Companies, shareholders may review the minutes book as well as request copies of the resolutions, certified by the management board.

Furthermore, as per Art. 428.1 of the Code of Commercial Companies, during the sitting of the general meeting, the management board shall provide shareholders, at their request, with information concerning the Issuer, wherever this is required to assess a matter included on the agenda. A shareholder who has been refused the requested information during the sitting of the general meeting and who raised an objection, recorded in the minutes, may file an application with the Registry Court requesting that the management board be obligated to provide the information.
Furthermore, each shareholder may review the share register and request copies, upon payment of the costs.

Shareholder right to start a legal action to revoke or annul a resolution by the general meeting

When a resolution by the general meeting is contrary to the Articles of Association or good practices and it is against the Issuer’s interests or aims to harm a shareholder, the shareholder may start a legal action against the Issuer to revoke the resolution adopted by the general meeting. The shareholder may also start a legal action to annul the general meeting resolution that is contrary to legal regulations.

Right to request election of the Issuer’s supervisory board through voting by separate groups

As per Art. 385.3 of the Code of Commercial Companies, on the request of shareholders representing at least one fifth of the Issuer’s share capital, the election of the supervisory board should be made at the next general meeting through voting by separate groups.

Right to file a request to convene a general meeting or to include on the agenda the adoption of a resolution regarding the expert’s analysis of a specific matter related to the Issuer’s establishment or operations

As per Art. 84 of the Act on Public Offering, shareholder(s) having at least 5% of votes at the general meeting shall have the right to file a request to adopt a general meeting resolution regarding the expert’s analysis, at the Issuer’s expense, of a specific matter related to the establishment of the Issuer or the Issuer’s operations (special auditor).

Right to request a registered deposit certificate

As per Art. 328.6 of the Code of Commercial Companies, shareholders having dematerialized shares of the Issuer are entitled to a registered deposit certificate issued in line with the Act on Trading in Financial Instruments.

Right to request to restore shares to document form (to cancel share dematerialization)

Shareholder(s) representing at least one twentieth of the share capital may request to include the item of adopting the resolution to cancel share dematerialization on the agenda.

Right to information on dominance

A shareholder may request from a commercial company that is a shareholder of the Issuer to provide information on its dominance (parent company) or dependency (child company) in relation to a specific commercial company or a cooperative that is also the Issuer’s shareholder. A shareholder may also request information on the number of shares/votes held by the commercial company with the Issuer, including as a pledger, a user or based on agreements with other persons. The request for information and the replies should be made in writing.