Resolutions of the AGM on June 25, 2010
25-06-2010
The Management Board of Agora SA, with its registered seat in Warsaw ("The Company") hereby announces the resolutions of the Annual General Meeting of Shareholders held on June 25, 2010 at Company's premises at 8/10 Czerska Street in Warsaw.
"Resolution no. 1
Pursuant to the provisions of article 409 § 1 of the Commercial Companies Code the General Meeting of Shareholders shall elect Mr Paweł Rymarz as the chairman of the General Meeting of Shareholders"
During the voting on the resolution 36,540,816 (say: thirty six million five hundred forty thousand eight hundred sixteen) valid votes were cast out of 19,414,416 (say: nineteen million four hundred fourteen thousand four hundred sixteen) shares, representing 38.11% of shares in statutory capital. Out of total amount of 36,540,816 of the valid votes 36,540,816 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 2
The Annual General Meeting hereby appoints Mr Jarosław Wójcik and Mr Marek Tretyn to the returning committee."
During the voting on the resolution 36,538,168 (say: thirty six million five hundred thirty eight thousand one hundred sixty eight) valid votes were cast out of 19,411,768 shares (say: nineteen million four hundred eleven thousand seven hundred sixty eight), representing 38,11% of shares in statutory capital. Out of total amount of 36,538,168 of the valid votes 36,538,168 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 3
Pursuant to the provisions of article 393 point 1 and 395 § 2 point 1 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to approve the non-consolidated financial statement of the Company for the fiscal year 2009 and the Management Board report on activities of the Company in the fiscal year 2009."
During the voting on the resolution 36,542,191 (say: thirty six million five hundred forty two thousand one hundred ninety one) valid votes were cast out of 19,415,791 (say: nineteen million four hundred fifteen thousand seven hundred ninety one) shares, representing 38.12% of shares in statutory capital. Out of total amount of 36,542,191 of the valid votes 36,542,191 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 4
Pursuant to the provisions of article 395 § 5 of the Commercial Companies Code and article 55 and article 63 c item 4 of the Accounting Act, the General Meeting of Shareholders resolves to approve the consolidated financial statement of the Agora SA Group for the year 2009 and the report on activities of the Agora SA Group in year 2009."
During the voting on the resolution 36,542,191 (say: thirty six million five hundred forty two thousand one hundred ninety one) valid votes were cast out of 19,415,791 (say: nineteen million four hundred fifteen thousand seven hundred ninety one) shares, representing 38.12% of shares in statutory capital. Out of total amount of 36,542,191 of the valid votes 36,542,191 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 5
1. Pursuant to the provisions of article 395 § 2 point 2 and article 348 of the Commercial Companies Code and § 38 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to appropriate the net profit for the year 2009 in the amount of PLN 36,355,577.80 (say: thirty six million three hundred fifty five thousand five hundred seventy seven 80/100) by way of the allocation of PLN 25,468,693 (say: twenty five million four hundred sixty eight thousand six hundred ninety three) to pay dividend to the Company's shareholders and the remaining amount of PLN 10,886,884.80 (say: ten million eight hundred eighty six thousand eight hundred eighty four 80/100) by way of transferring to the reserve capital.
2. The dividend shall amount to PLN 0.5 (say: fifty groszy) per share.
3. Shareholders of record on July 15, 2010 shall be eligible to participate in the dividend payment.
4. The dividend payment date shall be on August 3, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no.6
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Piotr Niemczycki, of the performance of his duties in 2009."
During the voting on the resolution 35,125,110 (say: thirty five million one hundred twenty five thousand one hundred ten) valid votes were cast out of 17,998,710 (say: seventeen million nine hundred ninety eight thousand seven hundred and ten) shares, representing 35.33% of shares in statutory capital. Out of total amount of 35,125,110 of the valid votes 35,125,110 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 7
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Zbigniew Bąk, of the performance of his duties in 2009."
During the voting on the resolution 36,605,477 (say: thirty six million six hundred and five thousand four hundred seventy seven) valid votes were cast out of 19,479,077 (say: nineteen million four hundred seventy nine thousand seventy seven) shares, representing 38.24% of shares in statutory capital. Out of total amount of 36,605,477 of the valid votes 36,605,477 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 8
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Tomasz Józefacki, of the performance of his duties in 2009."
During the voting on the resolution 36,243,450 (say: thirty six million two hundred forty three thousand four hundred and fifty) valid votes were cast out of 19,117,050 (say: nineteen million one hundred seventeen thousand and fifty) shares, representing 37.53% of shares in statutory capital. Out of total amount of 36,243,450 of the valid votes 36,243,450 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 9
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Grzegorz Kossakowski, of the performance of his duties in 2009."
During the voting on the resolution 36,629,032 (say: thirty six million six hundred twenty nine thousand thirty two) valid votes were cast out of 19,502,632 (say: nineteen million five hundred and two thousand six hundred thirty two) shares, representing 38.29% of shares in statutory capital. Out of total amount of 36,629,032 of the valid votes 36,629,032 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 10
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and §13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Andrzej Szlęzak of the performance of his duties in 2009."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 11
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Tomasz Sielicki of the performance of his duties in 2009."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 12
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Sanford Schwartz of the performance of his duties in 2009."
During the voting on the resolution 36,605,477 (say: thirty six million six hundred and five thousand four hundred seventy seven) valid votes were cast out of 19,479,077 (say: nineteen million four hundred seventy nine thousand and seventy seven) shares, representing 38.24% of shares in statutory capital. Out of total amount of 36,605,477 of the valid votes 36,605,477 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 13
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Sławomir S. Sikora of the performance of his duties in 2009."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 14
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Bruce Rabb of the performance of his duties in 2009."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 15
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Marcin Hejka of the performance of his duties in 2009."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 16
Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mrs. Wanda Rapaczynski of the performance of her duties in 2009."
During the voting on the resolution 35,748,867 (say: thirty five million seven hundred forty eight thousand eight hundred sixty seven) valid votes were cast out of 18,622,467 (say: eighteen million six hundred twenty two thousand four hundred sixty seven) shares, representing 36.56% of shares in statutory capital. Out of total amount of 35,748,867 of the valid votes 35,748,867 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no.17
Pursuant to the provisions of § 16 item 2 of the Company's Statute, the Annual General Meeting of Shareholders resolves to amend the By-laws of the General Meeting of Shareholders in the following way:
1) section 4 point 1 of the By-laws of the General Meeting of Shareholders shall have the following wording:
"§ 4
1. The List of shareholders constitutes a register of shareholders which contains surnames and first names, or business names of those entitled to participate in the meeting, their residence (seat), the class and number of shares as well as the number of votes. A shareholder being an individual may request to place a correspondence address instead of a permanent address on the shareholder list."
During the voting on the resolution 36,605,477 (say: thirty six million six hundred five thousand four hundred seventy seven) valid votes were cast out of 19,479,077 (say: nineteen million four hundred seventy nine thousand seventy seven) shares, representing 38.24% of shares in statutory capital. Out of total amount of 36,605,477 of the valid votes 35,007,221 were in favour of the resolution, 558,998 were against and 1,039,258 abstained.
The resolution was adopted with the majority of votes.
"Resolution no.18
Pursuant to the provisions of § 16 item 2 of the Company's Statute, the Annual General Meeting of Shareholders resolves to amend the By-laws of the General Meeting of Shareholders in the following way:
1) point 1.1 a is added to the section 7 of the General Meeting of Shareholders in the following wording:
"§ 7
1.1a At the request placed by a shareholder, a participant who is a proxy of the shareholder placing the request and acts on behalf of the shareholder during the General Meeting of Shareholders, may be listed on the attendance list instead of the shareholder."
During the voting on the resolution 35,748,867 (say: thirty five million seven hundred forty eight thousand eight hundred sixty seven) valid votes were cast out of 18,622,467 (say: eighteen million six hundred twenty two thousand four hundred sixty seven) shares, representing 36.56% of shares in statutory capital. Out of total amount of 35,748,867 of the valid votes 34,100,798 were in favour of the resolution, 558,998 were against and 1,089,071 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 19
Pursuant to the provisions of § 16 item 2 of the Company's Statute, the Annual General Meeting of Shareholders resolves to amend the By-laws of the General Meeting of Shareholders in the following way:
1) section 2 point 2 and point 4 of the By-laws of the General Meeting of Shareholders shall have the following wording:
§2
2. Company - the joint stock company under the business name of Agora SA with its seat in Warsaw, entered into the commercial register maintained by Warsaw District Court, XIII Department of the National Registry Court under the number 59944,
4. Shareholder(s) - the Company's shareholder(s) or other person(s) entitled to attend the Meeting by the Commercial Companies Code."
2) section 4 point 1 of the By-laws of the General Meeting of Shareholders shall have the following wording:
"§ 4
1. The List of shareholders constitutes a register of shareholders which contains surnames and first names, or business names of those entitled to participate in the meeting, their residence (seat), the class and number of shares as well as the number of votes. A shareholder being an individual may request to place a correspondence address instead of a permanent address on the shareholder list.
3) point 1.1 a is added to the section 7 of the General Meeting of Shareholders in the following wording:
"§ 7
1.1a At the request placed by a shareholder, a participant who is a proxy of the shareholder placing the request and acts on behalf of the shareholder during the General Meeting of Shareholders, may be listed on the attendance list instead of the shareholder."
4) section 11 point 1 and point 8.2 of the By-laws of the General Meeting of Shareholders shall have the following wording:
"§11
Drafts of resolutions are submitted by the eligible person who submitted motion in a specified matter.
8.2 Resumption may take place during the course of the same General Meeting."
5) point 2.1 of the section 11 of the By-laws of the General Meeting of Shareholders becomes point 2.
6) section 11 point 2.2 of the By-laws of the General Meeting of Shareholders is repealed.
7) section 12 point 3.1 of the By-laws of the General Meeting of Shareholders shall have the following wording:
"§ 12
3.1. The statutory restriction to vote on resolutions shall also apply to persons who act as representatives at the General Meeting of Shareholders, should an objective basis for the restriction occur, unless the law allows those persons to vote on resolutions."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no.20
§ 1
Pursuant to § 16 item 2 of the Company's Statute, the Annual General Meeting of Shareholders hereby approves the unified text of the By-laws of the General Meeting of Shareholders which includes the amendments approved by the resolution no. 19 of the Annual General Meeting of Shareholders:
By-laws of the General Meeting of Shareholders
I. GENERAL PROVISIONS.
§ 1. Scope of Bylaws.
The Bylaws herein sets forth detailed rules and mode of convening and holding General Meetings of Shareholders.
§ 2. Definitions.
As used herein, the following terms shall have the following meaning:
1. Bylaws - the Bylaws herein adopted by a resolution of the Company's General Meeting of Shareholders;
2. Company - the joint stock company under the business name of Agora SA with its seat in Warsaw, entered into the commercial register maintained by Warsaw District Court, XIII Department of the National Registry Court under the number 59944;
3. Statutes - the Company's Statutes adopted on March 11, 1998 with further amendments;
4. Shareholder(s) - the Company's shareholder(s) or other person(s) entitled to attend the Meeting by the Commercial Companies Code;
5. General Meeting - The Company's General Meeting of Shareholders;
6. Supervisory Board - the Company's supervisory board;
7. Management Board - the Company's management board;
8. Chairman - the chairman of the General Meeting of Shareholders;
9. Participant of the Meeting - a Shareholder or a representative of a Shareholder attending the General Meeting;
10. Representative - any person(s) authorized to attend the Meeting by a proxy or other appropriate document entitling to represent a Shareholder at the General Meeting.
§ 3. Legal basis.
Meetings are held in conformity with legal regulations in force as well as with the stipulations of the Statutes and the Bylaws herein.
II. LIST OF SHAREHOLDERS.
§ 4. Availability of the List of Shareholders.
1. The List of Shareholders constitutes a register of Shareholders which contains surnames and first names, or business names of those entitled to participate in the meeting, their residence (seat), the class and number of shares as well as the number of votes. A shareholder being an individual may request to place a correspondence address instead of a permanent address on the shareholder list.
2. The List of Shareholders shall be displayed in the premises of the Management Board three weekdays prior to the holding of the General Meeting between 9:00 a.m. and 5:00 p.m. as well as at the time and place of the Meeting.
III. HOLDING OF THE MEETING.
§ 5. Opening of the Meeting.
1. The person opening the Meeting shall be entitled to take all procedural decisions necessary for the Meeting to commence.
2. The validity of the Meeting shall be confirmed by the person opening it.
§ 6. Chairman.
1. The chairman of the Meeting shall be elected from among those attending the Meeting.
2.1. Nominated persons shall be listed as candidates for the Chairman of the Meeting, subject to their consent.
2.2. The list of nominated persons shall be prepared by the person opening the Meeting.
3.1. A secret vote shall be ordered in the case of election of the Chairman of the Meeting. Separate vote shall be ordered for each of the nominated persons.
3.2. The person to gain the largest number of votes shall be elected Chairman of the Meeting.
4. Should a secret vote on the election of the Chairman be requested, the person opening the Meeting shall order the attendance list to be signed. After authorizing the list, the person opening the Meeting shall declare the number of Shareholders attending the Meeting (in person or by a representative) and the number of votes to which they are entitled, after which a secret vote shall be ordered.
5. The person opening the Meeting shall ensure the proper conduct of the vote, declare the elected Chairman of the General Meeting and pass over the command of the Meeting to this person.
6. The Chairman shall ensure the conduct of the Meeting remains in conformity with the adopted agenda, regulations of law, Statutes and Bylaws herein.
7. In particular the Chairman shall:
a) ensure the Meeting is held in an efficient and orderly manner;
b) allow participants to speak;
c) command procedural instructions;
d) order votes, ensure their proper conduct and announce their results;
e) arbitrate procedural issues.
8.1. The Chairman may by his or her initiative command procedural adjournments other than the adjournments ordered by the General Meeting of Shareholders pursuant to Art. 408 § 2 of the Commercial Companies Code. Procedural adjournment shall be ordered by the Chairman of the Meeting in the manner enabling the Meeting to close on the day it commences.
8.2. The Chairman may add procedural issues to the agenda of the Meeting, in particular:
a) with regard to the stipulations of § 9 to allow persons other than Shareholders to be present at the venue of the Meeting;
b) to present a motion concerning the change of the order of items of the agenda;
c) to appoint committees afforded by the Bylaws;
d) to decide upon means of additional recording of the course of the Meeting;
e) to examine the motion and propose a resolution to convene a General Meeting.
9. The Chairman may independently decide upon leaving a procedural issue without review.
10. Decisions of the Chairman relating to procedural issues may be appealed by the Participants and referred to the General Meeting.
11. In order to provide effective performance of its obligations the General Meeting shall on request of the Chairman appoint one or more Deputy Chairmen from among the Participants whose task shall be to perform actions commanded by the Chairman of the Meeting. The Deputy Chairman shall be appointed by adopting a resolution which shall not need to be provided in the agenda.
§ 7. Attendance list.
1.1. The attendance list consisting of:
a) surnames and first names, or business names of each Shareholder and in case of the Shareholders' representatives also their surnames and first names;
b) the number of shares held by a Shareholder and the number of votes ascribed to them;
shall be signed by Participants and the Chairman of the Meeting, who shall confirm the correctness of preparing the list.
1.1a At the request placed by a shareholder, a participant who is a proxy of the shareholder placing the request and acts on behalf of the shareholder during the General Meeting of Shareholders, may be listed on the attendance list instead of the shareholder.
1.2 The attendance list may be prepared in a few equivalent copies and/or in the form of separate documents containing lists of Shareholders holding the same classes of shares.
2. During the course of the Meeting the attendance list shall be available for all Participants.
3. In case the specially appointed committee states the need to extend the attendance list, on request of the committee the General Meeting shall decide upon allowing other Shareholders to participate in it.
§ 8. Returning committee.
1. The returning committee consists of two members, unless the Meeting resolves otherwise.
2.1. Members of the returning committee are elected from among Participants of the Meeting. Each Shareholder may designate one candidate.
2.2. The General Meeting shall elect members of the committee by successive voting on each of candidates. The returning committee shall consist of persons who obtain the largest number of votes.
2.3. Should the number of candidates to the returning committee correspond to the number of committee members specified in the resolution mentioned in item 1, candidates are elected collectively by acclamation. Such voting shall take place on condition the secret voting mentioned in § 12, item 7, sentence 2 has been excluded.
3. Members of the returning committee may appoint the committee chairman and secretary from among themselves.
4. The returning committee shall:
a) ensure the proper conduct of voting;
b) supervise the work of operators of the technical voting appliances;
c) identifying results of voting and presenting them to the Chairman for announcement;
d) other activities connected with the voting process.
5. In case of noticing inappropriateness of the conduct of voting, the returning committee shall be obliged to notify the Chairman of the occurred events and present motions concerning further actions.
6. The returning committee may seek assistance of experts, particularly consultants and advisers to the Company.
§ 9. Participation of members of the Management Supervisory Board and experts.
1. Members of the Management and Supervisory Board may attend the Meeting without the formal invitation.
2. The Management shall be obliged to notify the Supervisory Board members of the dates of General Meetings in writing.
3.1. Other persons, in particular auditors and experts, may attend the Meeting or any relevant part thereof when invited by the Management Board and if such attendance is required due to the necessity of presenting Participants of the Meeting with opinions on considered issues.
3.2. Such persons may also be invited by the Management Board and the Chairman of the Meeting on an ad hoc basis and attend only a part of the Meeting.
§ 10. Examination of the agenda.
1. Following the signing and examining the attendance list the Chairman shall put the agenda to a vote.
2.1. The Meeting may approve the proposed agenda, change the order of issues to examine or, subject to § 15, section 4 of the Statutes, to remove certain items of the agenda.
2.2. The Meeting may also present and discuss new items of the agenda, however, no resolutions concerning these items shall be passed.
3. Should the Meeting resolve to remove any of the items of the agenda, motions put in relation to such items shall remain unexamined.
4. The Chairman may not, independently, remove items from the agenda, change the order of its particular items or put any non-procedural issues not included in the agenda to a discussion.
5.1. After presenting each item of the agenda, the Chairman shall prepare a list of speakers to take part in the discussion and commence the dispute allowing the participants to speak in order of appearance.
5.2. The Chairman decides upon closing of discussion.
6. The Chairman may allow members of the Management and Supervisory Board as well as invited experts to speak irrespective of the order of appearance. Such persons' opinions shall not be reckoned up while establishing the list and number of speakers.
7. The Chairman may request that participants willing to take part in the discussion register in writing, providing their names or, in case of proxies, the name of Shareholder they represent.
8. Participants may only speak on issues included in the agenda and discussed at a particular moment.
9.1. Dependent on the subject, while discussing particular items of the agenda, the Chairman may define the time span each speaker may use to make a statement and to reply. The above limitation shall not apply to members of the Management and Supervisory Board as well as experts.
9.2. Decisions of the Chairman may be appealed by Participants and referred to the General Meeting.
10. The Chairman may reprove speakers who do not follow the discussed subject matter, go beyond the time span devoted to making a statement or behave in an unacceptable manner.
11.1. Those speakers who fail to follow requests of the Chairman or speak in a manner that is not in compliance with the Bylaws herein may have their right to speak revoked by the Chairman.
11.2. The Chairman may remove any person who disturbs the order of the Meeting from the venue it is held. At the request of such a person, as far as the above issue is concerned, the General Meeting may take a contrary decision.
12.1. In case of issues of procedural nature, the Chairman may allow a person to speak irrespective of the order of appearance.
12.2. Issues of procedural nature shall be deemed to include in particular:
a) closing the list of speakers;
b) limiting, adjourning or closing the discussion;
c) limiting the time span devoted to making statements;
d) ordering procedural adjournment of the Meeting;
e) setting order of resolving over motions;
f) monitoring compliance of the General Meeting with rules of law and stipulations of the Statutes and Bylaws herein.
13. Procedural motions shall be discussed promptly after the have been presented. Unless the Chairman decides otherwise, only two speakers may take part in such discussion - one "in favor" and one "against" the motion.
14. After closing the discussion over procedural issues, the Chairman shall call for a vote, unless it is necessary to order an adjournment in order to obtain an opinion of relevant experts.
15. After addressing all items of the agenda, the Chairman shall close the General Meeting. Following this, the General Meeting shall cease to act as the Company's governing body and the Participants shall not have the power to adopt legally binding resolutions.
§ 11. Resolutions.
1. Drafts of resolutions are submitted by the eligible person who submitted motion in a specified matter.
2. Should the exact wording of a resolution not be provided by the speakers in the course of discussion, the Chairman shall be obliged to provide the final draft of proposed motions, unless a committee mentioned in the following item of the section has been appointed.
3.1. Should a significant number of motions be submitted in the course of discussion, The General Meeting may, at the request of the Chairman, appoint a motion committee.
3.2. The motion committee shall be composed of three members elected from the Participants of the Meeting. The appointment shall be made accordingly with the procedures provided for the election of the returning committee.
4. The motion committee shall prepare the final draft of resolutions subject to voting.
5.1. Decisions of the motion committee shall be made by a simple majority of votes in open voting.
5.2. To all matters not addressed in the paragraph herein, the stipulations of § 8 items 2.2. and 2.3. as well as § 8 items 3 and 6 of the Bylaws shall apply.
6. Draft resolutions or motions for amendments of such resolutions may be withdrawn by persons who submitted them.
7. Rejection of a draft resolution due to the lack of a majority of votes in favor shall not signify that the Meeting has adopted a negative resolution whose contents contradict the motion subject to voting.
8.1. The General Meeting may amend or cancel a resolution adopted by it previously (resumption).
8.2. Resumption may take place during the course of the same General Meeting.
9. Should the Meeting resolve to convene an extraordinary Meeting, the resolution shall be valid and binding on condition it specifies all data requested for notices convening General Meetings or entitles a person directly involved in preparation of a notice of General Meeting to specify such data. The resolution shall be executed by the Management Board unless the Meeting decides otherwise.
§ 12. Voting.
1. Voting on resolutions shall be conducted after their drafts have been read by the notary public, the Chairman or a person designated by the Chairman.
2.1. Voting shall be as carried out in the following order:
a) voting on motions concerning drafts of resolutions; motions whose adoption or rejection decides upon other motions shall be voted first;
b) voting on entire draft resolutions amended according to adopted motions.
2.2.The order of voting on motions concerning draft resolutions shall be determined by the Chairman.
3.1. The statutory restriction to vote on resolutions shall also apply to persons who act as representatives at the General Meeting, should an objective basis for the restriction occur, unless the law allows those persons to vote on resolutions.
3.2. Representatives of legal persons should also refrain from voting if the above mentioned circumstances refer to the represented Shareholder.
4. The Shareholder serving as member of a governing body of the Company may participate in voting on granting approval of the performance of duties by other members of the same governing body as well as on resolutions which inflict such Shareholder's liability to the Company only indirectly.
5. If adopting a resolution requires a quorum or a qualified majority of votes, establishing the number of votes held by Participants or the percent of the share capital represented at the Meeting shall be carried out by counting the number of votes cast during the voting on the draft resolution.
6.1. In cases where the rules of law or the stipulations of the Statutes shall require the voting is conducted within particular types (classes) of shares, the Chairman shall order separate voting for each and every class of shares. Only Participants holding votes arising from relevant class of shares shall participate in such votes.
6.2. The Chairman may set an order of voting by Participants of the Meeting.
6.3. If Participants shall hold shares of different classes they shall cast as many votes as arise from a relevant class of shares in each separate voting.
6.4. The following are regarded separate types (classes) of shares:
a) vote preferred shares providing their holder with special privileges no other shares are ascribed to (separate class of shares for each scope of privileges);
b) vote preferred shares , each class of shares is determined by the same number of votes ascribed to one share;
c) ordinary shares (both bearer and registered shares).
7. The right to request a secret ballot vote does not apply to adopting resolutions on procedural issues. The General Meeting may abrogate the secret ballot for appointment of committees.
8. Voting at the General Meeting shall be carried out with the use of electronic devices. Means of voting may be changed in the following cases:
a) voting by acclamation;
b) open voting, on condition less than 5 (five) Participants attend the Meeting;
c) failure of electronic devices lasting for more than half an hour where the Meeting shall not call for the adjournment referred to in art. 408 § 2 of the Commercial Companies Code.
9. Documents including the results of each voting shall be signed by all members of the Returning Committee and the Chairman.
§ 13. Appointment and dismissal of Management and Supervisory Board.
1. The Management Board shall be obliged to submit to the Chairman the applications of all candidates to the Company's governing bodies together with other relevant documents.
2.1. The Chairman or a person designated by the Chairman shall introduce all candidates to Participants of the Meeting presenting information required by the Company's Statutes.
2.2. The Chairman shall confirm the applications remain in compliance of with the stipulations of the Statutes.
3.1. In order for the Chairman to confirm compliance of the applications with the stipulations of the Statutes, the Management Board shall submit:
a) the attendance list from the previous General Meeting certified by a notary public, and if the list had been prepared in more than one copy, the supplementary copy of it;
b) the list of shareholders compiled prior to the Meeting during which election shall be carried out.
3.2. The number of votes represented at the General Meeting at which election is to be carried out shall be established in accordance with rules mentioned in § 12 item 5.
4. If for any reasons it should be impossible to carry out the election with the use of electronic devices, the Management Board shall be obliged to prepare voting leafs.
5. In case of circumstances referred to in item 4 above, Supervisory Board members shall be elected in the following manner:
a) applications shall be submitted and each of candidates for chairman or member of the Supervisory Board referred to in § 20 item 6 of the Statutes shall be voted on separately;
b) the Management Board shall prepare separate voting leafs for the election of each category of members of the Supervisory Board; the leafs shall include all names of persons standing for the election in alphabetical order;
c) a person entitled to vote may only cast votes in favor of appointing the number of members of the Supervisory Board equal to the number of vacancies;
f) the candidates who gained the largest number of votes in favor shall be appointed members of the Supervisory Board for the vacant posts.
§ 14. Adjournment of the General Meeting.
1. Should an adjournment of the General Meeting be ordered, maintaining the identity of its Participants shall not be obligatory for the Meeting to continue. This shall mean in particular:
a) a different number of Participants may attend the General Meeting held after the adjournment on condition all of them are listed on the attendance list prepared on the day of the next sitting of the Meeting;
b) should the Chairman elected before the adjournment be present no additional election shall be carried out - the same person shall act as Chairman of the Meeting;
c) if different persons shall act as representatives of Shareholders a proxy or other relevant document entitling such persons to act as representatives shall be submitted;
d) the right to participate in the Meeting shall be determined in compliance with the provisions of Art. 406 of the Commercial Companies Code, and dates stipulated by these provisions shall be counted in relation to the announced date of the Meeting instead of the date of the next sitting of the Meeting.
2. Adding items to the agenda other than those announced in the notice of General Meeting is prohibited.
3. It is not necessary to announce the resolution on adjournment of the Meeting in the way required for notices convening general meetings. This shall also apply to the venue of the General Meeting unless the Meeting shall not be held in the same place.
4.1. Should the General Meeting adjourn its sitting, resolutions adopted prior to the adjournment shall be minuted and the adjournment shall be recorded.
4.2. Resolutions adopted after the next sitting commences shall be recorded in separate minutes. Should several adjournments take place, separate minutes shall be taken for resolutions adopted during subsequent sittings.
4.3. A relevant attendance list for each sitting of the adjourned Meeting shall be enclosed to the notarial deed prepared in accordance with item 4.2.
§ 15. Minutes.
1.1. Apart from the minutes prepared in the form of a notarial deed, the Chairman may have the conduct of the whole General Meeting or its selected part additionally recorded by a Secretary appointed by the Chairman. The Secretary shall not have to be a participant of the General Meeting.
1.2. The record may reflect issues not included in the minutes prepared by the notary public, particularly procedural solutions adopted and the course of discussions on draft resolutions.
2. When providing a Shareholder with a copy of the minutes in the form of a notarial deed, the Company may request for the reimbursement by such Shareholder of the cost of preparing the copy.
3.1. At the request of the Management Board, the course of the General Meeting or a part thereof may be additionally recorded with the use of audio or video devices. Media containing such recordings shall be kept by the Management Board and no copies thereof shall be made. The Management Board may order for such recordings to be destroyed.
3.2. Such recordings shall be made with the consent of the General Meeting. Every speaker may request that their speech or picture recorded in such a manner is not published or publicized.
4. The recordings mentioned in the paragraph herein are exempt from the regulations on the minutes of the General Meeting.
5. Proxies to execute voting rights or other documents certifying Shareholders' acting by their representatives should be attached to the records of the Meeting. Apart from the proxies, a copy of the notarial deed containing the minutes of the General Meeting shall be enclosed in such records.
IV. FINAL PROVISIONS.
§ 16. Subsidiary rule.
All issues not covered by the Bylaws herein shall be governed by relevant provisions of law and the Statutes.
§ 17. Uniform text.
In case of any amendments of the Bylaws, the Management Board shall be obliged to compile a uniform text of the Bylaws within the period of 14 days."
§ 2
The unified text of the By-laws of the General Meeting of Shareholders contained in § 1 shall be in force and effect from the date of its adoption."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 21
1.Pursuant to the provisions of article 430 section 1 of the Companies Commercial Code, the Annual General Meeting of Shareholders resolves to amend the Company's Statute in the following way:
1) section 23 item 1 of the Company's statute in the current wording:
"§ 23
Resolutions of the Supervisory Board shall be adopted at the meetings of the Board, unless all its members sign the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, Section 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting."
shall have the following wording:
"§ 23
1. Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board or by the written mode. The written mode means casting votes by more than half of the members of the Supervisory Board on the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, item 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting."
During the voting on the resolution 35,748,867 (say: thirty five million seven hundred forty eight thousand eight hundred sixty seven) valid votes were cast out of 18,622,467 (say: eighteen million six hundred twenty two thousand four hundred sixty seven) shares, representing 36.56% of shares in statutory capital. Out of total amount of 35,748,867 of the valid votes 34,709,609 were in favour of the resolution, 0 were against and 1,039,258 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 22
1.Pursuant to the provisions of article 430 section 1 of the Companies Commercial Code, the Annual General Meeting of Shareholders resolves to amend the Company's Statute in the following way:
1) section 24 item 1 of the Company's statute in the current wording:
"§24
1. Unless otherwise provided herein, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least three members of the Supervisory Board. In cases where an equal number of votes is cast, the chairman's vote shall prevail."
shall have the following wording:
"§24
1. Unless otherwise provided herein, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least more than half of the members of the Supervisory Board. In cases where an equal number of votes is cast, the chairman's vote shall prevail and the requirement of an absolute majority, described in the previous sentence, does not apply."
During the voting on the resolution 35,748,867 (say: thirty five million seven hundred forty eight thousand eight hundred sixty seven) valid votes were cast out of 18,622,467 (say: eighteen million six hundred twenty two thousand four hundred sixty seven) shares, representing 36.56% of shares in statutory capital. Out of total amount of 35,748,867 of the valid votes 34,659,796 were in favour of the resolution, 0 were against and 1,089,071 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 23
Pursuant to the provisions of article 430 § 1 of the Commercial Companies Code, the Annual General Meeting of Shareholders resolves to amend the Company's Statute in the following way:
1) section 7 item 2 and item 3 of the Company's statute in the current wording:
" §7
2. Shares listed in item 1 letter a) to c) of this paragraph shall be registered shares subscribed by the shareholders as part of the Company's transformation from a limited liability company into a joint stock company referred to in § 2 herein.
3. Subject to the provisions of §17 herein, series A and C shares shall be preferred shares in that each such share shall entitle its holder to five votes at the General Meeting of the Shareholders."
shall have the following wording:
" §7
2. Shares listed in item 1 letter a) to c) of this paragraph were subscribed by the shareholders as part of the Company's transformation from a limited liability company into a joint stock company referred to in § 2 herein.
3. Subject to the provisions of §17 herein, series A shares shall be preferred shares in that each such share shall entitle its holder to five votes at the General Meeting of the Shareholders."
2) section 10 item 2 of the Company's statute in the current wording:
" §10
2. Conversion of registered series A, B and C shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to this paragraph and §11 of the Statutes."
shall have the following wording:
"§ 10
2. Conversion of registered series A and B shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to this paragraph and §11 of the Statutes."
3) section 11 item 6 of the Company's statute is repealed in the current wording:
"§11
6. The sale of preferred series C shares requires the written consent of the shareholders holding at least 80% of the preferred series A shares, unless the acquirer is a legal entity being (i) a wholly-owned direct or indirect subsidiary of the seller, (ii) a direct or indirect sole owner of the seller or (iii) a wholly-owned direct or indirect subsidiary of the sole owner of the seller. Sections 2 - 4 shall apply respectively."
4) section 15 item 4 of the Company's statute in the current wording:
" §15
4. Removal of any matters from the agenda of a General Meeting of the Shareholders at the request made on the basis of Article 400 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provision, shall require consent of the shareholder who made such request."
shall have the following wording:
" §15
4. Removal of any matters from the agenda of the General Meeting of the Shareholders at the request made on the basis of Article 400 or Article 401 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provisions, shall require consent of the shareholder who made such request."
5) section 17 item 4 of the Company's statute is repealed in the current wording:
" §17
4. The percentage share of a shareholder who holds any preferred series C shares in the overall number of votes at the General Meeting of the Shareholders may not be greater than the percentage share of such shareholders in the overall number of shares which form the Company's share capital on the date of holding a General Meeting of the Shareholders."
6) section 20 item 1 of the Company's statute in the current wording:
"§20
1. Members of Supervisory Board shall be elected - with the exceptions referred to in points (a) and (b) below - for three year terms in such a manner so that during each subsequent three year period the membership of the Board is completely changed due to the annual expiration of the mandates of two members. To that effect, the election of members of the Supervisory Board shall be effected in the following manner:
a) two members of the second Supervisory Board shall be elected for a one year term, and upon the expiry of their mandates - two persons shall be elected to the Supervisory Board for a three year term;
b) two other members of the second Supervisory Board shall be elected for a two year term, and upon the expiry of their mandates two persons shall be elected to the Supervisory Board for a three year term;
c) the chairman shall be elected for a three year term."
shall have the following wording:
"§ 20
1. Members of the Supervisory Board shall be elected for the common three year term of office, where the mandates of the members of the Supervisory Board shall expire at the latest as of the moment of closing of the Annual General Meeting of Shareholders approving the financial statement for the full financial year during which they were members of the Supervisory Board."
7) section 21 item 4 of the Company's statute in the current wording:
"§21
4. Should a Supervisory Board member's mandate expire due to his or her resignation the other Supervisory Board members may appoint a new member who shall perform his/her functions until the General Meeting appoints a Supervisory Board member, however not longer than until the end of the term of its predecessor. Appointments of Supervisory Board members pursuant to this section shall comply with §20, sections 4 and 6, §21, section 2, letter b, second sentence and §24, section 1, respectively. The Supervisory Board may not have more than two members appointed on the above terms."
shall have the following wording:
"§21
4. Should a Supervisory Board member's mandate expire due to his or her resignation the other Supervisory Board members may appoint a new member who shall perform his/her functions until the General Meeting of Shareholders appoints a Supervisory Board member, however not longer than until the end of the common term of office of the Supervisory Board. Appointments of Supervisory Board members pursuant to this section shall comply with §20, items 4 and 6, §21, item 2, letter b, second sentence and §24, item 1, respectively. The Supervisory Board may not have more than two members appointed on the above terms."
8) section 22 item 1 of the Company's statute in the current wording:
"§22
1. Dismissal (removal) of a member of the Supervisory Board prior to the end of his term of office may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution."
shall have the following wording:
"§22
1. Dismissal (removal) of a member of the Supervisory Board prior to the end of the common term of office of the Supervisory Board may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution."
9) section 23 item 1 and item 5 of the Company's statute in the current wording:
"§ 23
Resolutions of the Supervisory Board shall be adopted at the meetings of the Board, unless all its members sign the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, Section 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
5. Meetings of the Supervisory Board may be held by way of a conference call, in a manner allowing communication among all members taking part in such meeting. The place of the meeting held by way of such conference shall be deemed as the place of the person who chairs the meeting."
shall have the following wording:
"§ 23
1. Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board or by the written mode. The written mode means casting votes by more than half of the members of the Supervisory Board on the the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, item 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
5. Meetings of the Supervisory Board may be held by distance means of communication in a manner allowing communication among all members taking part in such meeting. The place of the meeting held in this form shall be deemed as the place of the person who chairs the meeting."
10) section 24 item 1 of the Company's statute in the current wording:
"§24
1. Unless otherwise provided herein, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least three members of the Supervisory Board. In cases where an equal number of votes is cast, the chairman's vote shall prevail."
shall have the following wording:
"§24
1. Unless otherwise provided herein, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least more than half of the members of the Supervisory Board. In cases where an equal number of votes is cast, the chairman's vote shall prevail and the requirement of an absolute majority, described in the previous sentence, does not apply."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 24
§ 1
Pursuant to article 430 of the Commercial Companies Code and article 9 item 4 of the Act on the National Court Registry dated 20 August 1997, the Annual General Meeting of Shareholders hereby approves the unified text of the Company's statute, which includes the amendments approved by the resolution no 23 of the Annual General Meeting of Shareholders:
Statutes of Agora joint stock company
"I. GENERAL PROVISIONS
§ 1
The Company shall operate under the name of "AGORA, Spółka Akcyjna", hereinafter referred to as the "Company".
§ 2
The Company was created as a result of the transformation of a company under the name of "Agora - Gazeta", a limited liability company headquartered in Warsaw, entered into the Commercial Register under the number of RHB 25478, kept by the District Court for the capital city of Warsaw, XVI Economic Department.
§ 3
The Company's registered seat shall be in the capital city of Warsaw.
§ 4
1. The Company shall operate within the territory of Poland and abroad.
2. Within the territory of its operation, the Company may establish branch offices and other organizational units, establish companies and join existing companies, as well as participate in all organizational and legal arrangements permitted under law.
II. SCOPE OF BUSINESS
§ 5
1. The scope of Company's business shall be:
1) Publishing of newspapers (58.13.Z);
2) Book publishing (58.11.Z);
3) Publishing of directories and mailing lists (58.12.Z);
4) Manufacture of other products, not classified elsewhere (32.99.Z);
5) Publishing of journals and other periodicals (58.14.Z);
6) Other publishing activities (58.19.Z);
7) Printing of newspapers (18.11.Z);
8) Manufacture of paper stationary (17.23.Z);
9) Other printing activities(18.12.Z);
10) Service activities related to preparation for printing (18.13.Z);
11) Carrying on activities of advertising agencies (73.11.Z);
12) Agency in the sale of advertising time and space in radio and television (73.12.A);
13) Agency in the sale of advertising space in printed media (73.12.B);
14) Agency in the sale of advertising time and space in electronic media (Internet) (73.12.C);
15) Agency in the sale of advertising time and space in other media (73.12.D);
16) Activities related to the production of films, recordings, video and television programmes (59.11.Z);
17) Acting in the area of sound and music recordings (59.20.Z);
18) Radio broadcasting (60.10.Z);
19) Broadcasting of free-to-air and subscriber television programmes (60.20.Z);
20) Post-production activities related to films, video recordings and television programmes (59.12.Z);
21) Distribution Activities related to films, video recordings and television programmes (59.13.Z);
22) Installation of industrial machinery, equipment and plant (33.20.Z);
23) Repair and maintenance of telecommunications equipment (95.12.Z);
24) Repair and maintenance of electronic and optical devices (33.13.Z);
25) Activities related to IT devices management (62.03.Z);
26) Data processing, web hosting and related activities (63.11.Z);
27) Publishing of computer games (58.21.Z);
28) Other software publishing (58.29.Z);
29) Software related activities (62.01.Z);
30) IT consulting activities (62.02.Z);
31) Other information technology and computer service activities (62.09.Z);
32) Wired telecommunications activities(61.10.Z);
33) Wireless telecommunications activities, excluding satellite telecommunications (61.20.Z);
34) Satellite telecommunications activities(61.30.Z);
35) other telecommunications activities (61.90.Z);
36) Market research and public opinion polling (73.20.Z);
37) Operation of arts/cultural facilities (90.04.Z);
38) Retail sale of books in specialised stores (47.61.Z);
39) Retail sale of newspapers and paper stationary in specialized stores (47.62.Z);
40) Retail sale conducted via mail order houses or the Internet (47.91.Z)
41) Other retail sale not in stores, stalls or bazaars (47.99.Z);
42) Gambling and betting activities (92.00.Z);
43) Other reservation service and related activities, not classified elsewhere (79.90.C);
44) Out of school forms of sports education and sports and recreation activities (85.51.Z);
45) Activities of sports clubs (93.12.Z);
46) Other sports activities (93.19.Z);
47) Other entertainment and recreation activities (93.29.Z);
48) Other information service activities, not classified elsewhere (63.99.Z);
49) Specialized design activities (74.10.Z);
50) Leasing of intellectual property and similar products, excluding rights protected under copyrights (77.40.Z);
51) Activities of collection agencies and credit bureaus (82.91.Z);
52) Other business support activities, not classified elsewhere (82.99.Z);
53) Activities of financial holding companies (64.20.Z);
54) Activities of head offices and holdings, excluding financial holdings (70.10.Z);
55) Accounting and bookkeeping activities; tax consultancy (69.20.Z);
56) Public relations and communication activities (70.21.Z);
57) Other business and management consultancy activities (70.22.Z);
58) Other professional, scientific and technical activities, not classified elsewhere (74.90.Z);
59) Educational support activities (85.60.Z);
60) Execution of construction projects related to the building erection (41.10.Z);
61) Works related to the construction of telecommunications and power lines (42.22.Z);
62) Purchase and sale of real estate on the company's own account (68.10.Z);
63) Rental and management of own or leased real estate (68.20.Z);
64) Management of real estate performed on a fee or contract basis (68.32.Z);
65) Combined facilities support activities (81.10.Z);
66) Other forms of credit granting (64.92.Z);
67) Other financial service activities, not classified elsewhere, excluding insurance and pension funds (64.99.Z);
68) Activities of trusts, funds and similar financial entities (64.30.Z);
69) Information agencies activities of (63.91.Z);
70) Photographic activities (74.20.Z);
71) Artistic creation and literary activities (90.03.Z);
72) Internet portals activities(63.12.Z);
73) Archive activities (91.01.B);
74) Activities of agents specialized in selling other specific goods (46.18.Z);
75) Activities of agents selling variety of goods (46.19.Z);
76) Running restaurants and other permanent catering establishments (56.10.A);
77) Mobile food service activities (56.10.B).
2. The operations referred to in the above section may be conducted on the Company's own account and on the account of others, including in cooperation with domestic and foreign entrepreneurs.
§ 6
Subject to applicable laws, an amendment to the Company's scope of business may be made without the requirement to purchase shares from those shareholders who do not agree to such amendment.
III. SHARE CAPITAL. SHARES.
§ 7
1. The share capital of the Company amounts to 50,937,386.00 (say: fifty million nine hundred thirty seven thousand and three hundred and eighty six) zloty and is divided 50,937,386 (say: fifty million nine hundred thirty seven thousand and three hundred and eighty six) shares with a nominal value of 1 (one) zloty each, which comprise of 4,281,600 (say four million two hundred eighty one thousand six hundred) registered preferred series A shares and 46,655,786 (say: forty six million six hundred and fifty five thousand seven hundred and eighty six) ordinary series B and D shares, either registered or bearer. Since the day of its creation, the Company issued the following shares:
a) 4,281,600 (say: four million two hundred eighty one thousand six hundred) registered series A shares numbered from No. A 0 000 001 to No. A 4 281 600;
b) 39,108,900 (say: thirty nine million one hundred and eight thousand nine hundred) registered series B shares numbered from No. B 00 000 001 to No. B 39 108 900;
c) 750,000 (say: seven hundred and fifty thousand) registered series C shares numbered from No. C 000 001 to No. C 750 000;
d) 2,267,025 (say: two million two hundred sixty seven thousand twenty five) registered series D shares numbered from No. D 0 000 001 to No. D 2 267 025;
e) 9,000,000 (say: nine million) bearer series E shares numbered from No. E 0 000 001 to No. E 9 000 000;
f) 1,350,000 (say: one million three hundred fifty thousand) bearer series F shares numbered from No. F 0 000 001 to No. F 1 350 000;
2. Shares listed in Section 1 item 1 letter a) to c) of this paragraph were subscribed by the shareholders as part of the Company's transformation from a limited liability company into a joint stock company referred to in § 2 herein.
3. Subject to the provisions of §17 herein, series A shares shall be preferred shares in that each such share shall entitle its holder to five votes at the General Meeting of the Shareholders.
4. The series A shares shall also enjoy preferences defined in §11, section 1 and section 6, §21, section 2, letter a), point (i), §22, section 1, §28, section 2, §30, section 1 and §31, section 1.
§ 8
1. In the period until June 30th, 2007 , the Company's Management Board shall be authorised to make one or several increases of the share capital by a total amount not greater than PLN 42,568,143 (forty two million five hundred sixty eight thousand one hundred forty three) (authorised capital).
2. Management Board resolutions relating to delivery of shares in exchange for in-kind contributions shall not require consent of the Supervisory Board.
3. Subject to Section 4 within the limits of the authorised capital, the Management Board shall have the right to waive or to limit the preemptive rights upon consent of the Supervisory Board.
4. Authorisation, which is mentioned in the Section 3 above, is not applicable in case of increases of share capital which are to be offered to (i) individuals who currently work or who have worked on behalf of the Company or entities affiliated with the Company, pursuant to a contract of employment or other agreement such as mandate agreement or agreement for performance of a specific task or other agreement having similar effects, in the opinion of the Management Board, to a contract of employment, or (ii) an entity which will provide the shares subscribed thereby to persons referred to in point (i).
5. Share capital increases referred to in Section 1, may also be executed by way of issuance of subscription warrants with maturity date no longer than the period specified in section 1.
§ 9
The Company may issue bonds, including bonds convertible into shares.
§ 9a
1. The Company's shares may be redeemed on shareholder's consent by way of their purchase by the Company (voluntary redemption).
2. The purchase of Company's shares for the purpose of their redemption requires the consent of the General Meeting of Shareholders.
3. Redemption of the Company's shares requires a resolution of the General Meeting of Shareholders, subject to the provisions of Art. 363 paragraph 5 of the Commercial Companies Code.
4. The resolution referred to in the previous section shall define in particular:
1) legal basis for redemption of shares,
2) amount of compensation to be vested in the owner of redeemed shares or a justification of redemption of shares without compensation,
3) way of share capital decrease.
§ 10
1. Bearer shares may not be converted into registered shares.
2. Conversion of registered series A and B shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to this paragraph and §11 of the Statutes.
3. Subject to Sections 4 and 5 of this paragraph, series B shares numbered from No. B 000 001 to No. B 18 865 900 may be converted into bearer shares not earlier than after the following dates:
a) after July 1st, 2000, 20% of series B shares held by each shareholder on the date such shares were admitted to public trading, may be converted into bearer shares;
b) after July 1st, 2001, further 10% of series B shares held by each shareholder on the day such shares were admitted to public trading may be converted into bearer shares (a total of 30% of shares), and then after July 1st of each subsequent calendar year, the number of series B shares of each shareholder which will be available for conversion into bearer shares, will increase by 10% of the overall number of series B shares held by each shareholder on the date such shares were admitted to public trading.
4. Conversion of series B shares numbered from No. B 000 001 to No. B 18 865 900 into bearer shares may be made prior to the termination of the dates referred to in Section 3 above in the event of:
(i) the shareholder holding series B shares of such numbers acquiring retiree status provided that this shareholder has reached the age of 60 in case of women and 65 in case of men,
(ii) the shareholder holding shares of such numbers acquiring the right to benefits from social insurance fund, because of full inability to work or
(iii) death of shareholders holding shares with such numbers or
(iv) acquisition of such shares by a shareholder holding all the series A shares or another person appointed by the Company.
(v) Company's Management Board's consents for conversion of a specific number of such shares.
4'. Management Board of the Company may approve conversion of series B shares numbered from No. B 000 001 to No. B 18 865 900 into bearer shares in the event of the shareholder holding series B shares of such numbers acquiring retiree status even if this shareholder has not reached the age referred to in section 4 point (i) or in case of reaching this age by such shareholder without acquiring retiree status.
5. Conversion of shares referred to in Section 4 may be effected at the request of a shareholder or heirs thereof as of: (i) July 1st of the year during which one of the events specified in the above referenced section, provided that it occurred not later than on July 1st of such year or (ii) July 1st of the year following that during which one of the events specified in point (i) above occurred.
6. It shall not be possible to convert registered series D shares into bearer shares at a request of a shareholder.
7. Conversion of registered series D shares into bearer shares may be effected by a resolution of the Management Board with the numbers of shares subject to such conversion and the date on which it will be made specified thereby.
7'. Sections 3 - 5 above shall not apply in the event of a public tender to subscribe for the sale or exchange of Company shares in compliance with the Act of 29 July 2005 - Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, hereinafter referred to as the "Act on Public Offering, provided that the Management Board represents, in a statement issued after the announcement of the tender, that it considers the tender to be hostile.
8. Any costs associated with the conversion of shares shall be borne by the Company.
§ 11
1. The sale or conversion of preferred series A shares into bearer shares requires the written consent of shareholders holding at least 50% of the preferred series A shares registered in the share register on the date of filing the application referred to in Section 2.
2. Shareholders intending to sell or to convert the preferred series A shares into bearer shares shall be obliged to deliver to the Management Board a request in writing for a permit for sale or conversion such addressed to all the remaining shareholders holding preferred series A shares who are authorised to grant such consent.
3. Within 14 days from the date of receipt of the request referred to in Section 2, the Management Board shall be obliged to deliver a copy of the request to each holder of preferred series A shares who are authorised to express their consent, to the address of each shareholder registered in the share register.
4. If the shareholder intending to sell or convert preferred series A shares into bearer shares does not receive written consents of holders of over 50% of preferred series A shares within 14 days from the date of delivery by the Management Board of a copy of the request referred to in Section 2 to the last of the shareholders authorised to grant their consent, it shall be assumed that consent was not granted.
5. The sale of preferred series A shares may occur at a price not greater than the nominal value of such shares.
6. [repealed].
§ 11a
1. The sale of registered series B shares numbered from B 032 731 556 to 033 999 015 or their conversion to bearer shares shall require the written consent of shareholders holding over 50% series A shares altogether. The consent shall be given by all such shareholders on receipt of written application of a shareholder intending to sell shares or his or her plenipotentiary.
2. Request for consent shall be delivered to the Management Board which shall immediately pass the application to owners of series A shares. Decision on the consent must be taken in the period of two months since delivery of the shareholder's application to the Management Board. Should the decision not be taken within the period, it shall be assumed the consent was granted.
3. Decision denying consent for sale of shares should at the same time specify another acquirer as well as the price and date of payment. The suggested price must not be lower than a share nominal value or the purchase price of traded shares by a shareholder applying for consent for sale - depending on which value shall be higher. An owner of series A shares may be indicated as the acquirer. The date of payment specified in the decision must not be longer than two months from the date of decision on denial of consent for the sale of shares.
4. A decision denying consent for conversion of shares referred to in item 1 to bearer shares shall at the same time indicate the date of granting such consent.
IV. ORGANISATION OF THE GOVERNING BODIES
§ 12
The Company shall have the following governing bodies:
1) General Meeting of the Shareholders;
2) the Supervisory Board;
3) the Management Board.
A. General Meeting of the Shareholders
§ 13
1. The General Meeting of the Shareholders shall have competence in matters reserved to it under the Commercial Companies Code, provisions of other laws and as provided herein, subject to section 2.
2. Purchase and sale of a piece of real property, perpetual usufruct or a share in a piece of real property shall not require a resolution of the General Meeting of Shareholders.
§ 14
Apart from persons indicated in the provisions of the Commercial Companies Code, each member of the Supervisory Board meeting the requirements set forth in § 20 Section 4 may request the Management Board to call a General Meeting of the Shareholders, and if such request is not complied with, call such meeting himself.
§ 15
1. Resolutions of the General Meeting of the Shareholders shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code, provisions of other laws or these statutes provide for different terms of adopting such resolutions.
2. In addition to matters as provided by law, the absolute majority of 3/4 (three quarters) of votes cast shall be required for validity of resolutions concerning:
a) a merger of the Company with another entity, other forms of consolidation that are or will be allowed under law, and division of the Company;
b) the remuneration of members of the Supervisory Board, including individual remuneration of those members who were elected to a continuous supervisory.
3. Subject to section 4, the absolute majority of 3/4 (three quarters) votes cast when the Shareholders representing at least 50% of the Company's share capital are present, shall be required for the resolution on the removal of matters from the agenda of the General Meeting of the Shareholders that were previously contained in the agenda. In the event a motion for such resolution is submitted by the Management Board an absolute majority of votes cast shall be required in order to adopt such a resolution.
4. Removal of any matters from the agenda of the General Meeting of the Shareholders at the request made on the basis of Article 400 or Article 401 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provisions, shall require consent of the shareholder who made such request.
5. Adoption of a resolution relating to shareholder's liability with respect to the Company due to any reason shall require an absolute majority of 3 (three quarters) of votes cast in the presence of shareholders representing at least 50% of all the Company shares which may be voted in the adoption of such resolution.
§ 16
1. The General Meeting of the Shareholders shall be opened by the chairman or another member of the Supervisory Board, and in case of their absence by a member of the Management Board, except for cases where the General Shareholders Meeting is called by a member of the Supervisory Board as provided in paragraph 20 section 6. In such cases, such member of the Supervisory Board or a person delegated by such person shall open the Meeting and present the reasons for calling such meeting.
2. The General Meeting of the Shareholders may approve its rules and regulations stipulating in detail the organisation and procedures for holding meetings. Adoption, amendment or termination of the rules and regulations must be passed by a majority of 3/4 votes cast.
§ 17
1. Subject to section 2 none of the shareholders may exercise more than 20% of the overall number of votes at the General Meeting of the Shareholders, provided that for the purposes of establishing obligations of purchasers of material blocks of shares as provided in the Act on Public Offering such restriction of the voting rights does not exist.
2. The restriction of the voting rights referred to in section 1 shall not apply to:
a) shareholders holding the preferred series A shares;
b) the deposit bank which, on the basis of agreement with the Company, issued depository receipts based on the Company Shares, in the event that such entity exercises the voting rights attached to shares which were the basis for the issuance of depository receipts; and
c) a shareholder who, while having no more than 20% of the overall number of votes at the General Meeting of the Shareholders, announced in accordance with the Act on Public Offering a tender for subscription for the sale or exchange of all the shares of the Company and in result of such tender purchased shares which, including the previously held Company shares, authorise it to exercise at least 75% of the overall number of votes at the General Meeting of the Shareholders. For the purposes of calculating a shareholder's share in the overall number of votes at the General Meeting of the Shareholders referred to above it is assumed that the restriction of the voting rights provided in section 1 does not exist.
3. For the purposes of Section 1 and section 2, letter c), exercise of votes by a subsidiary shall be treated as the exercise of votes by a parent company (dominating entity) as defined in the Act on Public Offering.
4. [repealed].
5. At any General Meeting of the Shareholders the percentage of votes of foreign entities and entities controlled by foreign entities may not be greater than 49%. The limitation shall not refer to entities with their seats or residence in a member states of the European Economic Area.
6. Each share, whether preferred or not, entitles its holder to one vote in connection with passing a resolution regarding the withdrawal of the Company's shares from public trading.
B. Supervisory Board
§ 18
1. The Supervisory Board shall be composed of five members including the chairman, and shall be elected in accordance with the provisions of §20 and §21.
2. The Chairman of the Supervisory Board is chosen by the General Shareholders Meeting. Members of the Supervisory Board may elect a deputy of the chairman or persons performing other functions from among themselves.
3. The Supervisory Board may, by way of resolution, appoint panels or committees for specific tasks from among its members. Costs of functioning of such committees or panels shall be borne by the Company.
§ 19
1. In addition to matters provided for in the provisions of the Commercial Companies Code, the following shall be within the exclusive competency of the Supervisory Board:
a) in consultation with President of the Management Board setting the remuneration and/or other benefits of the members of the Management Board payable or to be granted by the Company or its Affiliate, referred to in point b) below, and representing the Company in agreements and disputes with the members of the Management Board;
b) subject to Sections 2, 3 and 4 of this paragraph, granting consent for the Company to enter into or to amend an agreement with an Affiliate of the Company within the meaning of the Act on Public Offering and enforcement regulations issued on the basis thereof (Affiliate);
c) choosing an auditor to review the Company's financial statements for the financial years indicated in the resolution concerning the choice of the auditor, provided, however, that the number of the successive financial years may not be less than 3 (three); The Supervisory Board, at the motion of the Management Board or for other important reasons, may shorten the period for which the auditor was selected, simultaneously choosing a new expert auditor in the place of the current one.
d) granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in case of resolutions concerning remuneration or benefits, as defined in point a) above.
2. In case of:
a) agreements referring to the operations of the Company as provided in its Statutes and made in accordance with general terms of agreements, contractual regulations and price lists, the Supervisory Board may, at the request of the Management Board, grant its consent for entering into such type of agreements and designate the time of validity of such consent;
b) loan agreements, additional payments, guarantees and sureties entered into between the Company and entities controlled thereby or associated therewith within the meaning of the accounting regulations, the Supervisory Board may grant a general consent pursuant to annual or long-term plans of financing those entities as presented by the Management Board, and designate the validity of such consent, which shall not be shorter than one year.
3. The consent of the Supervisory Board referred to in Section 1, letter b shall not be required if at least one of the conditions listed below is fulfilled:
a) the value of the rights and obligations arising from such agreement on behalf of one of the parties thereto does not exceed, during the subsequent 12 calendar months, the PLN equivalent of EURO 5,000,000 (five million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into or amending such agreement,
b) the value of expenses incurred by the Company in relation to subscription for shares in a company in which an Affiliate has any shareholding or purchase of shares from an Affiliate, does not exceed the PLN equivalent of EURO 10,000,000 (ten million) calculated at the average exchange rate quoted by the National Bank of Poland on the date of entering into the company's deed of association (the founders signing statutes), adoption of a resolution increasing the share capital or entering into an agreement transferring the ownership of shares,
c) the expenses shall constitute the remuneration due pursuant to the rules of remuneration as required by the labour law or the resolutions of the General Meeting of the Shareholders,
d) the agreement is made on the basis of a resolution of the General Meeting of the Shareholders,
e) the Company is the shareholder of at least 95% of the shares entitling the Company to exercise at least 95% of total voting rights at the shareholders meeting or the general shareholder meeting of the Affiliate,
f) a party to the agreement is a depository bank which purchased Company's shares for the purposes of issuing depository receipts abroad or an entity affiliated to such bank within the meaning of the Act on Public Offering and enforcement regulations issued on the basis thereof,
g) amendment of an agreement which was previously approved does not result in an increase of the value of Company liabilities by more than PLN equivalent of EURO 500,000 (five hundred thousand) at the average rate of exchange quoted by the National Bank of Poland on the date of such amendment.
4. No consent of the Supervisory Board for taking actions referred to in section 1, letter b and c hereof shall be required, if the Supervisory Board is not able to adopt resolutions, because the number of Supervisory Board members at that time is lower than required by the Statutes and such circumstances last for more than 14 days.
§ 20
1.Members of the Supervisory Board shall be elected for the common three year term of office, where the mandates of the members of the Supervisory Board shall expire at the latest as of the moment of closing of the Annual General Meeting of Shareholders approving the financial statement for the full financial year during which they were members of the Supervisory Board.
2. Members of the Supervisory Board may be re-elected.
3. Persons employed by the Company or by entities controlled by the Company within the meaning of the Act on Public Offering cannot be members of the Supervisory Board.
4. At least three members of the Supervisory Board shall be a person who satisfies the following conditions:
a) is not an Affiliate of the Company (except for being a member of the Company's Supervisory Board) nor is an Affiliate of an entity controlling or controlled by the Company or an Affiliate of an entity controlled by an entity controlling the Company, within the meaning of the Act on Public Offering, collectively, the "Agora Group"; and
b) is not related to, or of kin to a second degree, to an employee of an entity included in the Agora Group.
5. All members elected to the Supervisory Board, regardless of the election procedure, who meet the criteria set forth in Section 4 above, shall serve as members referred to in Section 4 of this paragraph.
6. Majority of members of the Supervisory Board shall be Polish citizens residing in Poland.
§ 21
1. Members of the Supervisory Boards shall be elected by the General Meeting of the Shareholders subject to the following terms and conditions:
a) candidates may be exclusively nominated by:
(i) shareholders holding preferred series A shares or
(ii) shareholders who documented their entitlement to not less than 5% of the votes at the last Shareholders Meeting before the candidates were nominated and who at the time of making the nomination hold not less than 5% of the share capital of the Company, provided that in order to ensure a proper nomination, it is necessary for the shareholder making such nomination to prove his right to at least 5% of the votes at the Shareholders Meeting where such nomination shall be voted on;
b) candidates shall be nominated in writing not later than 7 (seven) days prior to the General Meeting of the Shareholders. Each nomination should include a personal profile of the candidate as well as the grounds for the nomination, including an overview of such candidate's professional qualifications and experience. A written consent of the candidate should be appended to each nomination, and in the event that such candidate meets the conditions specified in § 20 Section 6, a written declaration submitted by such candidate, confirming that he meets such requirements should also be appended;
c) in the event that the nomination of the candidates is not made in accordance with the above guidelines and the provisions of §20 Sections 4 and 6, the Management Board or the Supervisory Board shall nominate the candidates for members of the Supervisory Board;
2. Subject to the exceptions provided in section 5, the principles of making nominations for members and appointment of members of the Supervisory Board as provided in Section 2 of this paragraph and §20, Section 2, shall apply to the newly appointed members in case of dismissal, expiry of mandate or inability to perform a mandate by a member of the Supervisory Board due to other reasons, respectively. The term in office of such new member shall end at the same time as would the term of his predecessor.
3. In the event that mandates of all the members of the Supervisory Board expire in result of election of at least one Supervisory Board member by group voting, in the elections of members of the Supervisory Board appointed otherwise than by voting by groups, there shall apply the provisions of Section 2 of this paragraph and §20 Section 2 of the Statutes, respectively, provided that the candidates may be nominated and justified orally in the course of a General Meeting of the Shareholders.
4. Should a Supervisory Board member's mandate expire due to his or her resignation the other Supervisory Board members may appoint a new member who shall perform his/her functions until the General Meeting appoints a Supervisory Board member, however not longer than until the end of the common term of office of the Supervisory Board. Appointments of Supervisory Board members pursuant to this section shall comply with §20, sections 4 and 6, §21, section 2, letter b, second sentence and §24, section 1, respectively. The Supervisory Board may not have more than two members appointed on the above terms.
§ 22
1. Dismissal (removal) of a member of the Supervisory Board prior to the end of the common term of office of the Supervisory Board may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution.
2. Resignation from the function of a Supervisory Board member should be made to the Supervisory Board in writing, otherwise being invalid.
§ 23
1. Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board or by the written mode. The written mode means casting votes by more than half of the members of the Supervisory Board on the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in §20, item 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
2. Members of the Management Board may participate in the meetings of the Supervisory Board in an advisory capacity.
3. Agreements concerning the rights and obligations of the members of the Management Board shall be signed by the chairman of the Supervisory Board, and in the event of his absence, by any other member authorised by the Supervisory Board. Other legal acts between the Company and members of the Management Board shall be made in accordance with the same procedure.
4. Meetings of the Supervisory Board shall be held on as required basis, however, not less often than once per calendar quarter.
5.Meetings of the Supervisory Board may be held by distance means of communication in a manner allowing communication among all members taking part in such meeting. The place of the meeting held in this form shall be deemed as the place of the person who chairs the meeting.
6. Supervisory Board Members may participate in adoption of Supervisory Board resolutions by casting their votes in writing through another member of the Supervisory Board. Casting a vote in writing may not apply to matters introduced to the agenda at the Supervisory Board meeting.
§ 24
1. Unless otherwise provided herein, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least more than half of the members of the Supervisory Board. In cases where an equal number of votes is cast, the chairman's vote shall prevail and the requirement of an absolute majority, described in the previous sentence, does not apply.
2. Resolutions concerning granting consent to enter into agreements referred to in § 19 hereof shall require approval by the majority of members referred to in § 20 section 4, provided further no member of the Supervisory Board having any interest therein shall be entitled to vote in favour of such resolution.
2'. Supervisory Board resolutions relating to suspending Management Board members in their duties and delegating Supervisory Board members to perform, on temporary basis, functions of Management Board members who cannot exercise their duties, must be voted in favour by the majority of members referred to in § 20 section 4.
3. At the request of any of the members referred to in § 20 section 4, the Supervisory Board shall be obliged to carry out all supervisory activities contained in such request and described in the provisions of the Commercial Companies Code, provided that the member submitting such request shall be appointed to directly perform any such supervisory activities.
§ 25
The same non-competition provisions and restrictions on dealings with competing entities that apply to members of the Management Board shall also apply to members of the Supervisory Board delegated to perform continuous individual supervision within the meaning of the Commercial Code.
§ 26
1. The General Meeting of the Shareholders may adopt rules and regulations for the Supervisory Board stipulating the organisation and the manner in which the actions of the latter will be performed.
2. A resolution of the General Meeting concerning the above provision, as well as any amendment to the rules and regulations or the repeal thereof shall require an absolute majority of 3/4 (three quarters) of votes cast.
C. Management Board
§ 27
1. The Management Board shall manage the Company's affairs and represent the Company in dealings with third parties.
2. The responsibilities of the Management Board shall include all matters related to conducting the Company's affairs, provided they were not delegated otherwise.
§ 28
1. The Management Board is elected by the General Meeting of the Shareholders, except for provisions of section 3 of this paragraph.
2. Subject to the provisions of Section 3 of this paragraph, the Management Board shall be composed of from 3 to 6 members with the exact number determined by the shareholders holding the majority of preferred series A shares, and following the expiration of such preferred status of all series A shares, by the Supervisory Board. All decisions concerning the number of members of the Management Board must be presented to the chairman of the General Shareholders Meeting.
3. During the term of its office the Management Board may elect by co-option not more than two additional members; the co-option of additional members is effected by a resolution of the Management Board. In case a member of the Board is appointed by way of co-option, the Management Board is obliged to include in the agenda of the nearest General Meeting of Shareholders an item concerning confirmation of appointment of a new member of the Board by way of co-option and propose an appropriate draft resolution. Should the General Meeting of Shareholders not accept the appointment of the new member of the Board by way of co-option, such Management Board member's mandate expires on conclusion of the General Shareholders Meeting.
4. The majority of members of the Management Board shall be Polish citizens residing in Poland.
§ 29
1. The Management Board shall be elected for a term of five years.
2. Management Board members shall be appointed for a period of joint term.
3. Members of the Management Board may be re-elected.
§ 30
1. Candidates for the Management Board shall be nominated exclusively by shareholders holding preferred series A shares, and following the expiry of the preferred status of all such shares, by the Supervisory Board, with the provisions regarding nomination of members to the Supervisory Board also applying to nominating members to the Management Board;
2. In the event that the persons authorised to determine the number of members of the Management Board and to nominate candidates for such members do not exercise one or both of the above rights, the number of members of the Management Board elected by the General Shareholders Meeting shall be determined by such Shareholders Meeting, while each shareholder during such Shareholders Meeting shall be able to nominate candidates for such members.
§ 31
1. Individual or all members of the Management Board may be dismissed (removed), due to important reasons, prior to the end of their term of office on the basis of the resolution adopted by the General Meeting of the Shareholders in a manner prescribed for the dismissal of the members of the Supervisory Board. A resolution on dismissal (removal) of Management Board members should state the reasons for which such dismissal is made.
2. Members of the Management Board elected pursuant to § 28 section 3 herein may be dismissed in the manner referred to in section 1 of this paragraph or by the resolution of the Management Board but the persons concerned cannot vote in this case.
§ 32
1. In the event that some members of the Management Board are dismissed or their mandate expires during the term of office for other reasons, supplementary elections shall be held only at such time as when the number of members of the Management Board performing their functions is less than three or when the composition of the Management Board does not comply with the requirement specified in § 28 section 4 hereof.
2. If the number of members of the Management Board is ever less than that required in the previous Section, the Management Board shall be obligated to immediately convene an extraordinary General Meeting of the Shareholders in order to hold supplementary elections. Supplementary elections may take place also during the ordinary General Meeting of the Shareholders if, in accordance with provisions of law, such meeting must be convened within a short period of time, while convening an extraordinary General Meeting of the Shareholders would not be appropriate in such case.
3. In the event of supplementary elections, provisions regarding the election of members of the Management Board for their full term shall apply.
§ 33
1. Members of the Management Board may elect the chairman or persons performing other functions among themselves.
2. The Management Board may adopt rules and regulations, which specify in detail its organisation and the procedures of its operations.
§ 34
Resolutions of the Management Board shall be adopted by a simple majority of votes cast.
§ 35
1. Members of the Management Board shall be bound by a non-competition clause. In particular they cannot engage in any competitive business or participate in such business as its participant, a shareholder or member of its governing bodies.
2. The above prohibition does not pertain to the participation by members of the Management Board in supervisory and management bodies of competing entities in which the Company directly or indirectly holds any shares and the acquisition by members of the Management Board of no more than 1% of the shares in competing public companies.
§ 36
Each member of the Management Board shall be authorised to make binding statements with respect to property rights and obligations of the Company and to sign on behalf of the Company.
V. FINANCIAL MANAGEMENT AND ACCOUNTING
§ 37
1. The Company's equity shall be composed of:
a) share capital;
b) spare capital;
c) reserve capital.
2. The Company may create and dissolve by way of resolutions passed by the General Meeting of the Shareholders reserve capital at the beginning and during the accounting year.
§ 38
1. Shareholders shall be entitled to a share in the net profit reflected in the financial report examined by an auditor and designated by General Meeting of the Shareholders for distribution among shareholders.
2. The profit referred to in Section 1 shall be distributed among shareholders in proportion to the nominal value of held shares.
3. Adopting a resolution on distribution of profit, the General Meeting of Shareholders may decide upon dividend pay-out in the amount exceeding the profit referred to in section 1, no greater, however, than the amount permitted in the provisions of the Commercial Companies Code.
VI. FINAL PROVISIONS
§ 39
1. The Company may be dissolved as provided by law or by way of a resolution adopted by the General Meeting of the Shareholders by a majority of 3/4 (three quarters) of the votes cast in the presence of shareholders representing at least 3/4 (three quarters) of the share capital. The majority referred to in the previous sentence shall be required for a decision regarding the continued existence of the Company if the Company's balance sheet ever shows a loss exceeding the sum of the spare and reserve capital and 1/3 (one third) of the share capital.
2. In the event of the Company's liquidation, the General Meeting of the Shareholders shall appoint, upon the request of the Supervisory Board, one or more liquidators from among the members of the Management Board and shall determine the appropriate liquidation procedures.
§ 40
All matters not provided for herein shall be governed by the appropriate provisions of law, and in particular, the Commercial Companies Code."
§ 2
The unified text of the Company's statute contained in § 1 shall be in force and effect from the day of the entry in the National court register of the changes contained in resolution no. 23"
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 25
In accordance with the resolution no 23 regarding introduction of the common three year term of office of the Supervisory Board members, the General Meeting of Shareholders pursuant to article 385 of the Commercial Companies Code resolves:
1) to dismiss Mr Andrzej Szlęzak from the Supervisory Board as of the day of the National Court Register's decision on entering into the commercial register the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010 ("the Decision"),
2) to appoint Mr Andrzej Szlęzak to the Supervisory Board and for the chairman of the Supervisory Board as of the day of issuing by the National Court Register the Decision for the common three year term of office which will expire on the day the General Meeting of Shareholders approves financial statements for the fiscal year 2012,
3) this resolution shall expire as of the day of coming into force the National Court Register's decision on refusal to enter the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 26
In accordance with the resolution no 23 regarding introduction of the common three year term of office of the Supervisory Board members, the General Meeting of Shareholders pursuant to article 385 of the Commercial Companies Code resolves:
1) to dismiss Mr Marcin Hejka from the Supervisory Board as of the day of the National Court Register's decision on entering into the commercial register the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010 ("the Decision"),
2) to appoint Mr Marcin Hejka to the Supervisory Board as of the day of issuing by the National Court Register the Decision for the common three year term of office which will expire on the day the General Meeting of Shareholders approves financial statements for the fiscal year 2012,
3) this resolution shall expire as of the day of coming into force the National Court Register's decision on refusal to enter the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,243,450 were in favour of the resolution, 0 were against and 430,033 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 27
In accordance with the resolution no 23 regarding introduction of the common three year term of office of the Supervisory Board members, the General Meeting of Shareholders pursuant to article 385 of the Commercial Companies Code resolves:
1) to dismiss Mr Tomasz Sielicki from the Supervisory Board as of the day of the National Court Register's decision on entering into the commercial register the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010 ("the Decision"),
2) to appoint Mr Tomasz Sielicki to the Supervisory Board as of the day of issuing by the National Court Register the Decision for the common three year term of office which will expire on the day the General Meeting of Shareholders approves financial statements for the fiscal year 2012,
3) this resolution shall expire as of the day of coming into force the National Court Register's decision on refusal to enter the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,243,450 were in favour of the resolution, 0 were against and 430,033 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 28
In accordance with the resolution no 23 regarding introduction of the common three year term of office of the Supervisory Board members, the General Meeting of Shareholders pursuant to article 385 of the Commercial Companies Code resolves:
1) to dismiss Mr Sławomir S. Sikora from the Supervisory Board as of the day of the National Court Register's decision on entering into the commercial register the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010 ("the Decision"),
2) to appoint Mr Sławomir S. Sikora to the Supervisory Board as of the day of issuing by the National Court Register the Decision for the common three year term of office which will expire on the day the General Meeting of Shareholders approves financial statements for the fiscal year 2012,
3) this resolution shall expire as of the day of coming into force the National Court Register's decision on refusal to enter the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 36,673,483 were in favour of the resolution, 0 were against and 0 abstained.
The resolution was adopted with the majority of votes.
"Resolution no. 29
In accordance with the resolution no 23 regarding introduction of the common three year term of office of the Supervisory Board members, the General Meeting of Shareholders pursuant to article 385 of the Commercial Companies Code resolves:
1) to dismiss Ms Wanda Rapaczynski from the Supervisory Board as of the day of the National Court Register's decision on entering into the commercial register the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010 ("the Decision"),
2) to appoint Ms Wanda Rapaczynski to the Supervisory Board as of the day of issuing by the National Court Register the Decision for the common three year term of office which will expire on the day the General Meeting of Shareholders approves financial statements for the fiscal year 2012,
3) this resolution shall expire as of the day of coming into force the National Court Register's decision on refusal to enter the amendments to the Company's Statute which were adopted by the resolution no. 23 of the General Meeting of Shareholders convened for June 25, 2010."
During the voting on the resolution 36,673,483 (say: thirty six million six hundred seventy three thousand four hundred eighty three) valid votes were cast out of 19,547,083 (say: nineteen million five hundred forty seven thousand eighty three) shares, representing 38.37% of shares in statutory capital. Out of total amount of 36,673,483 of the valid votes 35,748,867 were in favour of the resolution, 0 were against and 924,616 abstained.
The resolution was adopted with the majority of votes.
