| Regulations of the General Meeting of Shareholders |
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REGULATIONS OF THE GENERAL MEETING OF SHAREHOLDERS
EUCO EUROPEAN COMPENSATION CENTRE S.A. (JOINT STOCK COMPANY) SEATED IN LEGNICA
Article 1. 1. These Regulations, hereinafter referred to as "the Regulations” define the rules and the mode of sessions of the General Meeting of the EuCO European Compensation Centre seated in Legnica (the Company), both ordinary and extraordinary ones. 2. The General Meeting debates according to the rules determined in the Commercial Companies Code, the Articles of Association and these Regulations.
Article 2. 1. Convening and organizing the General Meeting is effected in the mode and on the rules determined in the Commercial Companies Code and the Articles of Association. 2. A request of convening the General Meeting and placing specified matters in the agenda as well as a motion to relinquish investigation of a matter placed in the agenda, submitted by authorized subjects, should be submitted to the Board of Management of the Company in the written or electronic form and justified in a manner allowing adoption of resolutions with due cognition. Projects of resolutions proposed for adoption by the General Meeting and other essential materials should be presented to the shareholders together with the justification and the opinion of the Board of Directors, provided the Board of Directors acknowledges issuance of the opinion as justified before the General Meeting, in time making it possible to become acquainted with them and assess them with the regard of decisions of the Commercial Companies Code. 3. The justification mentioned in section 2 above presents the Board of Management or it turns to the subject submitting a motion asking for presentation of the justification. 4. The technical and organizational support of the sessions of the General Meeting is provided by the Board of Management of the Company. 5. The General Meeting convened on motion of shareholders should be held in the term indicated in the request, and if maintaining this term meets essential obstacles - in the nearest term, enabling the General Meeting to decide the matters submitted in the agenda.
Article 3. 1. Lien holders and users authorized from registered shares and stock scripts and those users to whom is vested the right of vote, have the right participations in The General Meeting, if they were entered to the joint-stock book in the day of the registration of the participation in The General Meeting. 2. Those authorized from bearer shares with a document form have the right of participation in the General Meeting, if documents of the shares will be submitted in the Company at the latest on the day of registration of their attendance in the General Meeting and will not be taken back before the end of that day. Instead of shares a certificate may be submitted, which was issued as a proof that shares were deposited at a notary public's office, in a bank or an investment company which has its seat or department on the territory of the European Union or a state which is a party to the agreement on the European Economic Area. The certificate ought to include: numbers of shares documents, and to ascertain that shares will not be issued before the end of the General Meeting. 3. In order to participate in the General Meeting, those who are authorized from dematerialized bearer shares have the right to require from the subject keeping their shares account to issue a personal certificate about the right to participate in the General Meeting. This requirement ought to be submitted not till after the announcement about convention of the General Meeting and not later than on the first weekday after the day of registration of participation in The General Meeting. 4. Persons who should attend in the General Meeting include members of the Board of Management and the Board of Directors in a composition enabling them to provide substantial answer to questions asked during the session of the General Meeting, and persons who should attend the General Meeting whose session subject is the financial affairs of the Company, include: an expert auditor, conducting an audit of the finance statement of the Company and the chief accountant of the Company. 5. experts and other persons invited by the organ calling the General Meeting can participate in the General Meeting. 6. Members of the Board of Directors and the Board of Management and invited experts should, within their competences and within the scope essential for deciding on matters discussed by the General Meeting, provide the participants of the General Meeting with explanations and information concerning the Company.
Article 4. 1. The Board of Management prepares and signs a list of shareholders authorized to participate in the General Meeting and displays it in the seat of the Board of Management within three weeks before holding the General Meeting. 2. The list mentioned in section 1 above should include: 1) full names or company names of shareholders authorized to participate in the General Meeting; 2) the place of residence or the seat of the shareholder; 3) the number, the kind and the numbers of shares and the number of votes vested in the shareholder
3. If the right of vote from a share is vested in a lien holder or to a user, this circumstance is marked on a list of shareholders on request of the authorized person. 4. A shareholder is allowed to browse the list of shareholders authorized for participation in the General Meeting and require sending him the list free of charge, via electronic mail, providing his/her e-mail address on which the list should be sent.
Article 5. 1. A non-corporate shareholder can participate in the General Meeting and execute the right of vote personally or by his/her proxy. 2. A shareholder who is not a natural person can participate in the General Meeting and execute his/her right of vote by an authorized representative or by his/her proxy. 3. The proxy should be prepared in the written form under the rigour of nullity or provided in the electronic form and attached to the minutes of the General Meeting. 4. The Company should be notified about the authorisation in the electronic form in the e-mail information format to the e-mail address indicated in the announcement about the convention of the General Meeting, making all effort so that it is possible to verify effectively the validity of the authorisation. Together with the information on the authorisation, the principal sends a scan of the granted authorisation and a scan of his/her identity card, passport or driving licence to allow identification of the shareholder as a principal and an established proxy. In case when the authorisation is granted by a corporate body or an organizational unit which is mentioned in article 331 of the Civil Code, the principal additionally sends a scan of the copy from the register in which the principal is registered. The documents sent electronically should be translated into Polish by a sworn interpreter. Sending the notification about the authorisation, the shareholder, sends simultaneously to the e-mail address and the telephone number of the shareholder and the proxy through the mediation of whom the Company will be able to communicate with the shareholder and his/her proxy. Sending the above mentioned documents electronically does not release from the duty to present by the proxy documents for their identification while preparing the attendance list of persons authorized to participate in the General Meeting of the Company. 5. The company undertakes suitable activities aimed at identification of a shareholder and his/her proxy so as to verify the validity of the authorisation granted in the electronic form. This verification can involve among other things a feedback question in the electronic form or via telephone to the shareholder and the proxy so as to confirm the fact of the authorisation. 6. Rules concerning identification of a shareholder and a proxy are applied properly in case of a withdrawal of authorisation. Notification about granting or withdrawal of the authorisation without preservation of the procedure described in section 3 and 4 does not cause any legal consequences in relation to the Company. 7. A Member of the Board of Management and a worker of the Company cannot be plenipotentiaries of a shareholder in the General Meeting, subject to the fact that this limitation does not concern a public limited company. 8. The company makes available on its website a specimen of a form allowing the exercise of vote via the proxy.
Article 6. 1. Before entering the conference room shareholders authorized to participate in the General Meeting show an identity card and confirm their presence with their own signature on the list of persons entitled to participate in the General Meeting displayed at the entrance to the conference room and take their voting papers prepared by the Board of Management of the Company. 2. The attendance list is prepared on the basis of t the list of persons entitled to participate in the General Meeting prepared by the Board of Management. When preparing the attendance list one must: 1) determine whether a shareholder is entitled to participate in the General Meeting; 2) check the shareholder's or his/her proxy's identity on the basis of a document confirming their identity; 3) check and attach authorisations of persons representing shareholders and information on the authorisation to the attendance list in the electronic form; 4) obtain the shareholder's or his/her proxy's signature on the attendance list; 5) give the shareholder or his/her proxy voting papers.
3. Those preparing an attendance list are obliged to supplementing the list systematically through entering newcomers after the list has been prepared. 4. In case of both a shareholder and his/her proxy are present in the General Meeting, the right of vote is vested exclusively to the shareholder.
Article 7. 1. The General Meeting is opened by the Chairperson of the Board of Directors of the Company or another person indicated by him/her. In case of absence of these persons the General Meeting is opened by the Chairperson of the Board of Management or a person appointed by the Board of Management, then from among persons authorized to participate in the General Meeting, the Meeting immediately elects the Chairperson of the General Meeting. 1. The Chairperson of the General Meeting ascertains the regularity of convention of the General Meeting, informs about the announcement accomplished pursuant to article 402 - 4023 of Commercial Companied Code and ascertains the presence of a notary taking minutes from the General Meeting session. 2. The Chairperson of the General Meeting orders to check the attendance list and then announces how many participants are present in the meeting, providing the number of shares and votes represented at the General Meeting. 3. The Chairperson of the General Meeting signs the attendance list and orders to display it for inspection during the session of the General Meeting. 4. On request of the shareholders possessing one tenth of the initial capital represented at the General Meeting, the attendance list is checked by a committee appointed for this purpose consisting of three persons. The mover has the right to choose one member of this committee. 6. In case of any doubts, regarding the right of participation in the General Meeting of a specified person or exercising the rights of vote by his/her, the committee mentioned in section 4, by way of a resolution adopted by the usual majority of votes introduces to the General Meeting his/her own position concerning admittance of a given person to participation in the General Meeting. 7. The interested party can appeal from the committee's decision to the General Meeting. 8. The General Meeting undertakes a decision about admitting a given person to participation in the General Meeting by way of a resolution adopted by the absolute majority of votes.
Article 8. 1. The General Meeting can choose a Returning Committee from among the candidates proposed by the participants of the General Meeting. The rules of the election of the Chairperson of the General Meeting apply accordingly to the election of the members of the Returning Committee. 2. The duties of the Committee Returning include supervising the correct course of every voting and determining and announcing the voting results. 3. Protocols containing voting results conducted before the election of the Returning Committee, after prior checking the voting results, are signed by all members of the Returning Committee immediately after the election. Protocols from voting conducted after the election of the Committee are signed by all members immediately after the votes are calculated.
Article 9. 1. Having ascertained that the General Meeting is capable of adopting important resolutions, the Chairperson of the General Meeting orders voting on acceptance of the agenda. 2. Shareholders accept the proposed agenda relative by the majority of the present votes in an open voting, or take a decision about introducing amendments in the order of the session, subject to Article 11 and the imperative regulations of law. 3. The General Meeting can adopt organisation resolutions and those concerning convention of the Extraordinary General Meeting, in spite of their being placed in the agenda. Voting on matters of routine can concern only matters connected with conducting a session of the General Meeting. They are not voted on in this mode of resolutions which can bear on the exercise their rights by shareholders.
Article 10. 1. A shareholder or shareholders representing at least one twentieth of the initial capital can demand that the underlined matters be placed in the agenda of the nearest General Meeting, yet the demand cannot be submitted later than on the fourteenth day before the appointed term of the General Meeting. The demand should include a justification or a project of the resolution concerning the proposed item of the agenda and can be submitted electronically. 2. A shareholder or shareholders, representing at least one twentieth of the initial capital of the Company, have the right prior to the General Meeting to submit to the Company in writing or by means of electronic communication projects of resolutions concerning matters introduced into the agenda of the General Meeting or matters which have to be introduced into the agenda. The demand should be submitted at least twenty-one days prior to the General Meeting. The company immediately announces the projects of resolutions on its website. 3. During debates of the General Meeting shareholders have the right to submit projects of resolutions concerning matters introduced into the agenda of the General Meeting. 4. Proposals mentioned in article 3 should be prepared in writing, separately for each project of the resolution and include: 1) full name or company (name) of a shareholder; 2) designed content of the resolution; 3) a short justification.
1. Proposals mentioned in section 3, are submitted to the Chairperson of the General Meeting. 2. The proposal of resolutions and their amendments or supplements mentioned in section 3, after presentation to the General Meeting by the Chairperson of the General Meeting are proceeded to a vote. 3. If in one matter the submitted proposals of resolutions comprise different ranges, proposals which are going the furthest are voted on in the first instance.
Article 11. 1. The Chairperson of the General Meeting presides over the session of the General Meeting and provides its efficient course and respect of rights and business of all shareholders. 2. The Chairperson of the General Meeting should particularly counteract to the abuse of authorizations by the participants of the General Meeting and to guarantee respecting of the minority holders' rights. 3. The Chairperson of the General Meeting should not, without any important reasons, submit a resignation from his/her function. 4. The Chairperson of the General Meeting gives the floor to the participants of sessions and to members of the Board of Management, the Board of Directors, expert auditors and other invited persons. 5. The Chairperson of the General Meeting, in justified cases, can define the maximum time of the shareholders' speeches, he/she can also closure a person expressing his/her opinion off the point, insultingly or a person who does not observe the decisions of the Regulations. 6. After the list of speakers is used up the Chairperson of the General Meeting orders voting presenting a project of the resolution or a motion put to the vote. The resolution should be formulated in such a manner that every authorized person who does not agree with adopting it can have a possibility of prosecuting it. 7. Participants of the General Meeting are entitled to express their objection to the Chairperson's decision. In case an objection is submitted, The General Meeting decides in the form of a resolution, adopted by a relative majority of votes cast, on maintaining in power or rescinding the decision of the Chairperson of the General Meeting
Article 12. 1. The General Meeting can administer adjournments with the majority of two thirds votes, yet adjournments cannot last altogether thirty days. 2. Adjournments not longer than 1 (one) hour are not postponements of sessions and can be administered by the Chairperson of the General Meeting in justified cases; however they cannot aim at causing impediments to the exercise of shareholders' rights.
Article 13. 1. A shareholder can vote in a different manner from every possessed share. 2. Voting over resolutions is open, subject to section 3. 3. The Chairperson of the General Meeting administers a ballot at elections and on motions for recalling members of the Company bodies or liquidators, for bringing them to justice as well as in personal matters. Apart from that the Chairperson of the General Meeting administers a ballot on demand of even one of the shareholders present or represented at the General Meeting. 4. The General Meeting can adopt a resolution about overruling the secrecy of voting on matters concerning election of the Returning Committee. Accordingly, before adopting a resolution about election of the Returning Committee, each time the General Meeting will adopt a resolution about overruling of the secrecy of voting on the resolution about election of the Returning Committee. 5. Resolutions to make essential amendments in the subject of the activity of the Company are adopted in personal open voting and should be announced. 6. Voting can be held by means of electronic information carriers, which does not mean however the possibility of participation in the General Meeting by means of electronic communication facilities provided in article 4065 of the Commercial Companies Code. 7. A shareholder can neither personally nor by his/her proxy, nor as a proxy of other person, vote at adopting resolutions concerning his/her responsibility towards the Company from any cause, including granting vote of approval, releasing from an obligation towards the Company and a dispute between him/her and the Company. In the event that the Company obtains the status of a public limited company, a shareholder can vote as a proxy at adopting resolutions concerning his/her. 8. Resolutions concerning election to the Company bodies or committees are adopted via voting on every candidate separately in the alphabetical order. In case when the number of the proposed candidates is not bigger than the number of mandates, the Chairperson of the General Meeting can order, as long as none of shareholders objected, a joint vote on the list of the proposed candidates. 9. In case when the candidates obtain an equal number of votes, the Chairperson of the General Meeting orders a repeated vote with participation of these candidates, if it should be necessary in deciding about the persons to be chosen. 10. Subject to Article 8.2 of the Regulations, the Chairperson of the General Meeting announces the result of the vote and ascertains that the resolution was adopted or that the resolution was not adopted due to non-obtainment of the required majority of votes. The Chairperson reads the content of adopted resolution. 11. Those raising objections against the resolution are provided with a possibility to justify concisely their objections.
Article 14. 1. On application of a shareholder or shareholders representing at least one fifth of the initial capital, election of the Board of Directors can be effected by way of voting in separate groups. The motion in this regard should be submitted to the Board of Management of the Company in writing within a term allowing placing it in the agenda of the General Meeting. 2. The Chairperson of the General Meeting announces the number of shares necessary for creation of a separate group. This number is defined by dividing the number of shares represented on the General Meeting by the number of places in the Board of Directors provided in the project of a resolution in this range. 3. A shareholder can belong only to one group. The number of formed groups cannot exceed the number of places in The Board of Directors. 4. Every group is authorized to elect as many members of the Board of Directors, as many times the number of the shares represented in this group exceeds the number of shares mentioned in section 2. 5. Groups can unite in order to perform a common election of the members of the Board of Directors. 6. The Chairperson of the General Meeting announces formation of individual groups, then he/she orders to prepare attendance lists for individual groups. Decisions of Article 6.2 and Article 8.2 and 3 apply accordingly. 7. The Board of Management of the Company should provide a formed group with a separate venue for election. 8. The procedure of choosing members of the Board of Directors by way of voting in separate groups is defined and conducted by the Chairperson of the General Meeting. 9. Mandates in the Board of Directors which not filled by an appropriate group of shareholders, formed in compliance with section 2, is filled by way of voting with participation of all shareholders whose votes were not cast in the election of members of the Board of Directors, chosen in the way of the vote separate groups.
Article 15. The General Meeting, while determining remuneration for members of the Board of Directors, defines it in a fair height, subject to the fact that it should correspond to the size of the Company's enterprise, remain in a reasonable relation to the economic results of the Company and be connected with the responsibility resulting from the fulfilled function.
Article 16. 1. During the session of the General Meeting the Board of Management provides to a shareholder with information concerning the Company on his/her request, if it is justified for assessment of a matter included in the agenda. 2. The Board of Management will refuse to give information, if this could inflict harm to the Company, to a company related with it or to a dependent company or a dependent cooperative, particularly through disclosure of technical, commercial or organizational secrets of the enterprise. 3. A member of the Board of Management can refuse to deliver information, if this delivery of information could be a basis for his/her criminal, civil or administrative responsibility. 4. A reply is considered as provided, if suitable information is accessible on the Internet website of the Company in a place allocated for interrogation by shareholders and answering them. 5. In the case mentioned in section 1, the Board of Management can inform in writing outside the General Meeting, if it is justified by any important reasons. The Board of Management is obliged to deliver information not later than within two weeks since the day of notification of the demand during the General Meeting. 6. In case of a shareholder's submitting outside the General Meeting a motion for giving information concerning the Company, the Board of Management can provide the shareholder with information in writing considering limitations resulting from section 2. 7. In the documentation submitted to the nearest General Meeting, the management discloses in writing the information delivered to a shareholder outside the General Meeting together with the date of its delivery and the person to whom one delivered the information. The information submitted to the nearest General Meeting may not include the information which were made public and delivered during the General Meeting. 8. The Board of Management's replying to questions during the sessions of the General Meeting should be performed taking into consideration that the public limited company performs its informational duties in the manner resulting from the provisions of law in force, and delivering a great deal of information cannot be made in other manner than resulting from these regulations.
Article 17. 1. The course of the sessions of the General Meeting can be recorded by means of electronic information carriers, which does not mean admittance of a possibility to participate in the General Meeting using electronic communication facilities pursuant to article 4065 of the Commercial Companies Code. Recordings from the course of the sessions of the General Meeting are archived in the seat of the Company. 2. The course of the sessions of the General Meeting can be broadcast through the Internet network and made public on the Internet website of the Company. 3. The General Meeting, by way of a resolution adopted by the absolute majority vote, decides about any possible presence of representatives of mass media at the session, recording by them the session or taking photos or filming.
Article 18. 1. The General Meeting can be cancelled, if holding it meets extraordinary obstacles (force majeure) or is obviously pointless. Cancellation is effected in the same manner as convention, while ensuring the least negative effect for the Company and for the shareholders, in any case not later than three weeks before the originally scheduled term. Changing the term of the General Meeting follows in the same mode in which its cancellation even if the proposed agenda did not undergo any changes. 2. Cancellation of the General Meeting in the agenda of which on request of authorized subjects one placed specified matters or which was convened on such a motion, is possible only by consent of the movers.
Article 19. 1. Resolutions of the General Meeting are placed in the minutes prepared by a notary, under the rigour of nullity. 2. The minutes include ascertainment of the regularity of convention of the General Meeting, its ability to adopt resolutions and adopted resolutions, and every resolution is to be accompanied with the number of shares from which valid votes were cast, the proportional participation of these shares in the initial capital, the total number of valid votes, the number of votes "for”, "against” and "abstaining” and the submitted objections. The minutes is accompanied by the attached attendance list with signatures of the participants of the General Meeting. Evidence of the convention of the General Meeting is places by the Board of Management in the minute book. 3. An extract from the minutes together with evidences of the convention of the General Meeting and with proxies granted by the shareholders are attached by the Board of Management to the minute book. Shareholders can look through the minute book and require issuing certified copies of resolutions adopted by the Board of Management of. 4. Within one week from the conclusion of the General Meeting the Company discloses on its Internet website the results of votes within the range indicated in section 2. The results of votes should be accessible until the day of expiration of the period to prosecution of the resolution adopted by the General Meeting. 5. On request of a participant of the General Meeting his declaration is placed in the minutes in writing. 6. The Chairperson of the General Meeting cannot delay the signature of the minutes of the General Meeting without any valid reasons.
Article 20. The Chairperson of the General Meeting, ascertaining that the agenda has been exhausted, closes the session of the General Meeting.
Article 21. All matters concerning the course of the session of the General Meeting and not regulated hereby, are decided upon by the participants of the General Meeting by way of the vote.
Article 22. All amendments of the Regulations, in order to be valid, require a resolution by the General Meeting. Amendments in the Regulations are in force at the earliest from the next General Meeting, held after the General Meeting, wherein a resolution about the amendment of the Regulations was adopted.
Article 23. These Regulations takes effect on the day of the obtainment of the status of a public limited company by the Company. |
