Czerska 8/10 Street
Numer KRS: 59944
June 30, 2022 / 19:28
The Management Board of Agora S.A. with its registered seat in Warsaw ("Company", "Agora") informs that it has learned about the registration by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, on 30 June, 2022, changes to the Statutes of Agora, made pursuant to resolution no. 31 of the Ordinary General Meeting of the Company, adopted on 21 June, 2022, with the following wording:
§36 of the Company’s Statutes in its to date wording:
“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.”
as amended, shall read as follows:
“Two Members of the Management Board jointly 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.”
Thus, from June 30, 2022, the new consolidated text of Agora's Statutes adopted by resolution no. 32 of Agora's Ordinary General Meeting as of 21 June 2022 applies. The Company hereby publishes the consolidated text of the Company’s Statutes taking into account the above changes.
“STATUTES OF AGORA SPÓŁKA AKCYJNA
I. GENERAL PROVISIONS
The Company shall operate under the name of "AGORA Spółka Akcyjna", hereinafter referred to as the "Company".
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.
The Company's registered seat shall be in the capital city of Warsaw.
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
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
21) Distribution Activities related to films, video recordings and television programmes
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
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) Restaurants and other permanent catering establishments (56.10.A);
77) Mobile catering establishments (56.10.B);
78) Manufacture of ready-made meals and dishes (10.85.Z);
79) Manufacture of other food products, not elsewhere classified (10.89.Z);
80) Bookbinding and similar services (18.14.Z);
81) Reproduction of recorded media (18.20.Z);
82) Repair and maintenance of machinery (33.12.Z);
83) Repair and maintenance of electric appliances (33.14.Z);
84) Repair and maintenance of other transport equipment (33.17.Z);
85) Repair and maintenance of other equipment and supplies (33.19.Z);
86) Construction work connected with erection of residential and non-residential buildings
87) Wholesale and retail sale of passenger cars and vans (45.11.Z);
88) Wholesale and retail sale of other motor vehicles, except of motorcycles (45.19.Z);
89) Retail sale of motor vehicles parts and accessories, except of motorcycles (45.32.Z);
90) Wholesale and retail sale of motorcycles, their repair and maintenance and wholesale and
retail sale of motorcycle parts and accessories (45.40.Z);
91) Agents involved in the sale of timber and building materials (46.13.Z);
92) Agents involved in the sale of machinery, industrial equipment, ships and aircraft
93) Agents involved in the sale of furniture, household goods and small items of metal
94) Agents involved in the sale of textiles, clothing, fur products, footwear and leather goods
95) Agents involved in the sale of food, beverages and tobacco (46.17.Z);
96) Retail sale in non-specialised stores with food, beverages or tobacco predominating
97) Other retail sale in non-specialised stores (47.19.Z);
98) Other retail sale of food in specialised stores (47.29.Z);
99) Retail sale of computers, peripheral equipment and software in specialised stores
100) Retail sale of telecommunications equipment in specialised stores (47.42.Z);
101) Retail sale of audiovisual equipment in specialised stores (47.43.Z);
102) Retail sale of textiles in specialised stores (47.51.Z);
103) Retail sale of small items of metal hardware, paints and glass in specialised stores
104) Retail sale of carpets, rugs and other floor coverings and wall coverings in specialised
105) Retail sale of household electric appliances in specialised stores (47.54.Z);
106) Retail sale of furniture, lightening equipment and other household items in specialised
107) Retail sale of sound and audiovisual recordings in specialised stores (47.63.Z);
108) Retail sale of sports equipment in specialised stores (47.64.Z);
109) Retail sale of games and toys in specialised stores (47.65.Z);
110) Retail sale of clothing in specialised stores (47.71.Z);
111) Retail sale of footwear and leather goods in specialised stores (47.72.Z);
112) Retail sale of pharmaceutical goods in specialised stores (47.73.Z);
113) Retail sale of medical devices, including orthopaedic devices, in specialised stores
114) Retail sale of cosmetics and toiletries in specialised stores (47.75.Z);
115) Retail sale of flowers, plants, seeds, fertilizers, live pet animals, pet foods in specialised
116) Retail sale of watches, clocks and jewellery in specialised stores (47.77.Z);
117) Retail sale of other new goods in specialised stores (47.78.Z);
118) Retail sale of second-hands goods in specialised stores (47.79.Z);
119) Retail sale of food, beverages and tobacco via stalls and markets (47.81.Z);
120) Retail sale of textiles, clothing and footwear via stalls and markets (47.82.Z);
121) Retail sale of other goods via stalls and markets (47.89.Z);
122) Warehousing and storage of other goods (52.10.B);
123) Preparation and supply of food for third party recipients (catering) (56.21.Z);
124) Other gastronomic service activities (56.29.Z);
125) Preparation and servicing beverages (56.30.Z);
126) Motion picture projection activities (59.14.Z);
127) Other activities auxiliary to financial services, except of insurance and pension funding
128) Real estate trading intermediation (68.31.Z);
129) Activities related to searching workplaces and provision of personnel (78.10.Z);
130) Activities of temporary employment agencies (78.20.Z);
131) Other personnel provision activities (78.30.Z);
132) Activities of travel agencies (79.11.A);
133) Activities of travel intermediaries (79.11.B);
134) Activities of travel organisers (79.12.Z);
135) Activities of tour operators and tour guides (79.90.A);
136) Travel information activities (79.90.B);
137) Office administration service activities (82.11.Z);
138) Copying, document preparation and other specialist activities auxiliary to office
139) Activities of call centres (82.20.Z);
140) Organisation of fairs, exhibitions and congresses activities (82.30.Z);
141) Packaging activities (82.92.Z);
142) Non-school forms of art education (85.52.Z);
143) Non-school forms of education in driving and flying (85.53.Z);
144) Teaching foreign languages (85.59.A);
145) Other non-school forms of education, not elsewhere classified (85.59.B);
146) Artistic performances activities (90.01.Z);
147) Activities auxiliary to artistic performances (90.02.Z);
148) Repair and maintenance of computers and peripheral equipment (95.11.Z);
149) Other physical well-being activities (96.04.Z);
150) Other service activities, not elsewhere classified (96.09.Z).
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.
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.
1'. From the date of creation, the Company issued the following shares:
a) 4,281,600 (say: four million two hundred and eighty-one thousand six hundred) registered shares of series A 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 shares of series B numbered from No. B 00 000 001 to No. B 39 108 900,
c) 750,000 (say: seven hundred and fifty thousand) registered shares of series C numbered from No. C 000 001 to No. C 750 000,
d) 2,267,025 (say: two million two hundred and sixty-seven thousand twenty-five) registered shares of series D numbered from No. D 000 000 001 to No. D 2 267 025,
e) 9,000,000 (say: nine million) bearer shares of series E numbered from No. E 0 000 001 to No. E 9 000 000,
f) 1,350,000 (say: one million three hundred and fifty thousand) bearer shares of series F numbered from No. F 0 000 001 to No. F 1 350 000.
2. Shares listed in paragraph 1' subsection a) - c) of this section shall be registered shares, subscribed by the shareholders as a result of transformation of a limited liability company into a joint stock company referred to in § 2 of the Statutes.
2'. As a result of resolutions of the ordinary General Meeting of Shareholders of 20 June 2008 and the extraordinary General Meeting of Shareholders of 12 February 2009, the Company carried out programmes of buy-back of its own shares for the purpose of their redemption. Under the programmes the Company bought back a total of 4,040,149 (say: four million forty thousand one hundred and forty-nine) own shares for the purpose of their redemption. In relation to: (i) redemption of the abovementioned shares (Resolution No 31 of the ordinary General Meeting of Shareholders of 23 June 2009), and (ii) share capital decrease by PLN 4,040,149 (say: four million forty thousand one hundred and forty-nine) through redemption of the abovementioned 4,040,149 shares of the Company (Resolution No 32 of the ordinary General Meeting of Shareholders of 23 June 2009), by Resolution No 33 of the ordinary General Meeting of Shareholders of 23 June 2009, § 7 of the Statutes was amended in accordance therewith series A, BiD shares remained in the Company and series C, E and F shares were assigned to series BiD.
3. The series A shares are privileged in a way that they entitle their holders to five votes at the General Meeting of Shareholders, subject to the provisions of § 17.
4. The series A shares shall also be privileged as defined in § 11 section 1 and 3, § 21 section 1 subsection a) item (i), § 22 section 1, § 28 section 2, § 30 section 1 and § 31 section 1.
The Company may issue bonds, including bonds convertible into shares.
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.
from the date of filing an application by the shareholder holding such shares, subject to § 11
of the Statutes.
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.
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.
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.
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.
value of such shares.
The Company shall have the following governing bodies:
1) General Meeting of the Shareholders;
2) the Supervisory Board;
3) the Management Board.
under the Commercial Companies Code, provisions of other laws and as provided herein,
subject to section 2.
property shall not require a resolution of the General Meeting of Shareholders.
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.
majority of votes cast unless the Commercial Companies Code, provisions of other laws or
the Statutes provide for different terms of adopting such resolutions.
shall be required for validity of resolutions concerning:
be allowed under law, and division of the Company;
of those members who were elected to a continuous supervisory.
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.
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.
to any reason shall require an majority of 3/4 (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.
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 4. 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.
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.
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.
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.
shall be treated as the exercise of votes by a parent company (dominating entity) as defined in
the Act on Public Offering.
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
passing a resolution regarding the withdrawal of the Company's shares from public trading.
the manner defined by the General Meeting of Shareholders subject to § 20 and § 21,
including the chairman of the Supervisory Board. The number of members of the Supervisory
Board is established by the General Meeting of Shareholders. If during the term of office of
the Supervisory Board a vacancy in the position of a Supervisory Board member arises, for
reasons different than resignation of a Supervisory Board member, the other Supervisory
Board members may appoint a new member of the Supervisory Board by means of cooption.
A new member 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 provisions of § 21 section 4 sentence two and three,
Members of the Supervisory Board may elect a deputy of the chairman or persons performing
other functions from among themselves.
office, where the mandates of the members of the Supervisory Board shall expire at the latest
as of the moment of closing of the ordinary General Meeting of Shareholders approving the
financial statement of the Company for the full financial year during which they were
members of the Supervisory Board.
specific tasks from among its members. Costs of functioning of such committees or panels
shall be borne by the Company.
that apply to members of the Management Board shall also apply to members of the
Supervisory Board delegated to perform continuous individual supervision.
Competencies of the Supervisory Board
Company with respect to their compliance with the books and documentation as well as actual
state of affairs;
results of the abovementioned assessments;
delegating Supervisory Board members to perform, on temporary basis, functions of
Management Board members who cannot fulfil their duties. A resolution on suspending a
member of the Management Board may be adopted only in the event where such member acts
to the detriment of the Company (important reasons);
dividend in accordance with § 38 section 4 of the Statutes;
other benefits of the members of the Management Board payable or to be granted by the
Company or its affiliate within the meaning of Resolution of the Minister of Finance of 19
February 2009 issued under Article 60 section 2 of the Act on Public Offering (hereinafter:
"Affiliate") and representing the Company in agreements and disputes with the members of
the Management Board;
or to amend an agreement with an Affiliate;
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.
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, where the
Supervisory Board shall designate the time of validity of such consent;
and long-term plans of the entities referred to below presented by the Management Board, to
enter into loan agreements, additional payments, guarantees and sureties between the
Company and entities controlled thereby or associated therewith within the meaning of the
accounting regulations, where in such case the Supervisory Board shall designate the validity
of such consent, which shall not be shorter than one year.
paragraph shall not be required if at least one of the conditions listed below is fulfilled:
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,
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,
required by the labour law or the resolutions of the General Meeting of the Shareholders,
Company to exercise at least 95% of total voting rights at the shareholders meeting or the
general shareholder meeting of the Affiliate,
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.
g, h, j and k 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.
Qualifications of members of the Supervisory Board
meaning of the Act on Public Offering cannot be members of the Supervisory Board.
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
meet the criteria set forth in section 4 above, shall serve as members referred to in section 4 of
Election of members of the Supervisory Board
Shareholders subject to the following terms and conditions:
(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;
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 4, a written declaration submitted by such candidate,
confirming that he meets such requirements should also be appended;
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;
members and appointment of members of the Supervisory Board as provided in section 1 of
this paragraph and § 18 section 3, 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.
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 1 of this paragraph and § 18 section 3 of the Statutes,
respectively, provided that the candidates may be nominated and justified orally in the course
of a General Meeting of the Shareholders.
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 1 subsection b sentence two and § 23 section 5 of the Statutes,
respectively. The Supervisory Board may not have more than two members appointed on the
Dismissal or resignation of member of the Supervisory Board
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.
Supervisory Board in writing, otherwise being invalid.
Meetings and other forms of activity of the Supervisory Board
Board, by the written mode or using distance means of communication. The chairman of the
Supervisory Board or his deputy shall decide on the mode of adopting resolutions. 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 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.
resolutions of the Supervisory Board may be adopted at such meetings provided all members
of the Supervisory Board participate in such meetings and none of the members opposes such
mode of holding the meeting or any items on the agenda of such meetings.
meeting to which the agenda refers, except where all members of the Supervisory Board are
present and grant consent to alter or supplement the agenda.
Board in an advisory capacity.
in the presence of at least more than half of the members of the Supervisory Board, except for
the cases referred to in § 19 section 2 subsection d. In such cases the resolutions of the
Supervisory Board shall be adopted unanimously in the presence of all members of the
require approval by the majority of (or all, where the Statutes require unanimity) members
referred to in § 20 section 4, provided no member of the Supervisory Board having any
interest therein shall be entitled to participate in the voting on such resolutions.
than once per quarter.
manner allowing communication among all members taking part in such meeting. The
location of the person who chairs the meeting shall be deemed as the place of the meeting
held by distance means of communication.
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.
disputes with him, the Company is represented by the Supervisory Board or a proxy appointed
by the resolution of the General Meeting. In case of a contract between the Company and a
Management Board member, the Supervisory Board adopts the resolution which constitutes
the declaration of will made by the Company; the contract is executed by the chairman of the
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.
By-laws of the Supervisory Board
Supervisory Board stipulating the organisation and the manner in which the actions of the
latter will be performed.
amendment to the rules and regulations or the repeal thereof shall require an majority of 3/4
(three quarters) of votes cast.
dealings with third parties.
conducting the Company's affairs, provided they were not delegated otherwise.
provisions of section 3 of this paragraph.
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.
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 Management Board by
way of co-option, such Management Board member's mandate expires on conclusion of the
General Meeting of 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;
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
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.
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.
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 of the Statutes.
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.
the Management Board for their full term shall apply.
functions among themselves.
organisation and the procedures of its operations.
Board or by a circulation (in a written form). The resolutions may be also adopted using
distance means of communication; the resolution shall be valid if all members of the
Management Board were informed about the wording of the draft resolution. The detailed
rules regarding adoption of resolutions are set in the Management Board By-laws.
particular they cannot engage in any competitive business or participate in such business as its
participant, a shareholder or member of its governing bodies.
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.
Two Members of the Management Board jointly 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.
Meeting of the Shareholders reserve capital at the beginning and during the accounting year.
examined by an auditor and designated by General Meeting of the Shareholders for
distribution among shareholders.
the nominal value of held shares.
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
expected dividend at the end of the financial year provided the Company possesses sufficient
funds to make such a payment. Advance payments require consent of the Supervisory Board.
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.
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
All matters not provided for herein shall be governed by the appropriate provisions of law,
and in particular, the Commercial Companies Code.”
Legal basis: § 5 point 1 of the Regulation of the Minister of Finance of 29 March, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws 2018, item 757).