Draft resolutions for the Annual General Meeting of Shareholders held on 10th May 2006
The Board of Directors of PBG S.A. hereby publishes draft resolutions with appendices for the Annual General Meeting of Shareholders held on 10 May 2006:
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the election of Chairperson of the Annual General Meeting of Shareholders
Under art. 409 § 1 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. with its registered office in Wysogotowo hereby elects .............................. to be the Chairperson of the Annual General Meeting of Shareholders.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the election of the Voting Committee
Under § 15 of the By-laws of the General Meeting of Shareholders, the Annual General Meeting of Shareholders of PBG S.A. with its registered office in Wysogotowo hereby elects the following members of the Voting Committee:
.....................................................
....................................................
.....................................................
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the approval of the financial statement for the year 2005 and the report on the Company's business in 2005 prepared by the Board of Directors
Pursuant to § 28.1 of the Company's Articles of Association and Art. 395 § 2.1 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to approve the financial statement for year 2005 and the Board of Directors' report on the Company's business for the year 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the distribution of profit
Pursuant to § 28.3 of the Company's Articles of Association and Art. 395 § 2.2 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. decides not to distribute net profit disclosed in the Company's financial statement for the year 2005 amounting to PLN 18,018,465.54 (eighteen million eighteen thousand four hundred and sixty five zloty and fifty four grosz) and allocate PLN 1,000,000.00 (one million zloty) from the profit to the company social fund, allocate PLN 3,002,878.47 (three million two thousand eight hundred and seventy eight zloty and forty seven grosz) to cover the retained loss and allocate the remaining profit, i.e. PLN 14,015,587.07 (fourteen million fifteen thousand five hundred and eighty seven zloty and seven grosz) to capital reserve.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Jerzy Wiśniewski for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr. Jerzy Wiśniewski - President of the Board of Directors - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Ms. Małgorzata Wiśniewska for due performance of her duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Ms Małgorzata Wiśniewska - Vice President of the Board of Directors - for due performance of her duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Tomasz Woroch for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr. Tomasz Woroch - Vice President of the Board of Directors - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Przemysław Szkudlarczyk for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr. Przemysław Szkudlarczyk - Vice President of the Board of Directors - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Tomasz Tomczak for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr. Tomasz Tomczak - Vice President of the Board of Directors - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Maciej Bednarkiewicz for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr Maciej Bednarkiewicz - Chairman of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Wiesław Lindner for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr Wiesław Lindner - Vice Chairman of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Jerzy Sikorski for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr. Jerzy Sikorski - Secretary of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Jacek Krzyżaniak for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr Jacek Krzyżaniak - Member of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Dariusz Sarnowski for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr Dariusz Sarnowski - Member of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on discharging Mr. Adam Strzelecki for due performance of his duties
Pursuant to § 28.2 of the Company's Articles of Association and Art. 395 § 2.3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to discharge Mr Adam Strzelecki - Member of the Supervisory Board - for due performance of his duties in 2005.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the establishment of the number of Supervisory Board Members
Pursuant to § 29.2 of the Company's Articles of Association, the Annual General Meeting of Shareholders of PBG S.A. hereby decides that the Supervisory Board of the second term shall be composed of ........members.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on appointing Supervisory Board Members
Pursuant to § 28.8 of the Company's Articles of Association, the Annual General Meeting of Shareholders of PBG S.A. hereby appoints the following members of the Supervisory Board of PBG S.A.:
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on amendments to the Company's Articles of Association
Pursuant to Art. 430 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby decides to amend the Company's Articles of Association as follows:
1) § 36.1(c) shall be:
"c) taking over the financial obligations of third parties (civil law guarantees, guarantees, bill of exchange guarantees) in excess of the Company's shares capital; taking over the liability for the obligations of the Capital Group companies shall not require the consent of the Supervisory Board";
2.) § 36.1(h) shall be:
h) conclusion of a material agreement by the Company or its subsidiary with a related party (except for conclusion of agreements with Capital Group companies), member of the supervisory board or members of the board of directors and entities related therewith";
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on authorising the Supervisory Board to prepare a consolidated text of the Company's Articles of Association
Pursuant to Art. 430 § 5 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby authorises the Supervisory Board to prepare a consolidated text of the Company's Articles of Association with the amendments adopted today by the Annual General Meeting of Shareholders.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on the amendment of the By-laws of the Supervisory Board
Pursuant to Art. 391 § 3 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of PBG S.A. hereby introduces the following amendments in the By-laws of the Supervisory Board:
1.§ 13.6a(b) shall be:
"b.) consent, as required by and under the Articles of Association, to conclude any material agreement by the Company or its subsidiary with any party related to the Company, member of the Supervisory Board and the Board of Directors, or their related parties";
2.) § 15.3 shall be deleted
3.§ 15.4 shall be:
"4. A Supervisory Board member shall inform the Securities and Exchange Commission and the Company on any agreements concluded by them and persons closely related to them, on own account, related to the sale or purchase of the Company's shares, derivative rights related to the Company's shares and other financial instruments related to these securities, under the rules set out in the Act of 29 July 2005 on trading in financial instruments and any executive provisions thereto.
Persons closely related to a member of the Supervisory Board shall be:
1) their spouse or partner;
2) children supported by them or children adopted, remaining under their care and custody or guardianship;
3) other relatives and second-degree relations who have lived with them in the same household for at least one year;
4) entities:
a) in which the given member of the Supervisory Board or a person closely related to them referred to in items 1-3, are members of the managing or supervisory bodies, or in which they hold managing positions in the organizational structure and have permanent access to confidential information of such an entity and authorities to make decisions on the development and economic prospects of the Company, or
b) which are directly or indirectly controlled by the Supervisory Board member or a person closely related to them referred to in items 1-3, or
c) from the activities of which a member of the Supervisory Board or a person closely related to them referred to in items 1-3 benefits;
d) whose economic interests are equivalent to the economic interests of the Supervisory Board member or a person closely related to them referred to in items 1-3."
4.§ 15.5 shall be:
"5. Each member of the Supervisory Board should particularly protect the confidential information pursuant to the legal regulations, in particular to the Act of 29 July 2005 on trading of financial instruments."
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on adopting the consolidated text of the By-laws of the Supervisory Board
The Annual General Meeting of Shareholders of PBG S.A., taking into account the amendments of the By-laws of the Supervisory Board of PBG S.A., resulting from resolution no. ..., hereby decides to adopt a consolidated text of the By-laws of the Supervisory Board of PBG S.A., which have been attached hereto as an Appendix.
Resolution no. ...
of the Annual General Meeting of Shareholders
of PBG S.A. with its registered office in Wysogotowo near Poznań
of 10th May 2006
on Corporate Governance
The Annual General Meeting of Shareholders of PBG S.A. hereby decides to approve the Company's Statement on Corporate Governance included in the "2005 Good Practice in Public Companies" as adopted by the Board of Directors and opinioned by the Supervisory Board, which forms an appendix to this resolution, and advises the Company bodies to apply the practices resulting from this statement.
Appendix.......to Resolution No. of the Annual General Meeting of Shareholders of PBG S.A. of 10 May 2006
Consolidated text of the By-laws of the Supervisory Board
in the form of Appendix No. 1 to the report
Appendix.......to Resolution No. of the Annual General Meeting of Shareholders of PBG S.A. of 10 May 2006
Corporate Governance Statement pursuant to "Best practices in public companies in 2005"
in the form of Appendix No. 2 to the report
Legal basis:
§ 39.1.3 of the Regulation of 19 October 2005 on current and interim information provided by issuers of securities.
Signature of the authorised person:
Michał Zboralski
Appendices
BY-LAWS OF THE SUPERVISORY BOARD of PBG Spółka Akcyjna
§ 1.
1. The By-laws of the Supervisory Board, hereinafter referred to as the By-laws, regulate the work of the Supervisory Board of the Company, as well as the rights and duties of the Supervisory Board members.
2. Whenever the By-laws mention Board members, it will mean all persons appointed as members of the Supervisory Board pursuant to the Articles of Association, i.e. Board Chairperson, Vice-Chairperson, Secretary and its members.
3. The Supervisory Board acts in line with the Company Articles of Association, the Code of Commercial Companies, binding legal regulations, rules of good practices in the public companies as well as these By-laws.
§ 2.
1. The Supervisory Board, hereinafter referred to as the Board, is a supervising and controlling body, representing the shareholders' interests.
2. The works of the Board are managed by the Board Chairperson, who is responsible for the current performance of the Board's duties. Should the Board Chairperson be absent, the works of the Board are managed by its Vice-Chairperson.
3. First and foremost, the Supervisory Board member should bear in mind Company interests.
§ 3.
1. The Board is composed of at least five members, appointed and dismissed by the General Meeting. The number of the Board members in a given term is determined by the General Meeting.
2. Each person eligible to participate in the General Meeting shall have the right to propose one or a few candidates for the Supervisory Board members within 7 days prior to the General Meeting. A written proposal should include:
1) name and surname or business name of shareholder raising objections, and if a representative acts on behalf of a shareholder, also representative's name and surname,
2) name and surname as well as a short résumé of the candidate,
3) detailed justification for the candidacy.
3. The Company Board of Directors shall give the names of the candidates within 5 days prior to the General Meeting.
4. Each member of the Supervisory Board, including those elected pursuant to article 385 § 3 of the Code of Commercial Companies, should comply with the following requirements:
a) have a university degree,
b) have at least five years' professional experience,
c) have life experience,
d) represent high moral standards.
5. The Board is formed at its first meeting, selecting a Chairperson, Vice-Chairperson and Secretary. They may be dismissed at any time from their positions upon the request of at least two Board members.
6. The Chairperson must convene the Board meeting within three days after receiving the request referred to in section 5 of this paragraph, pursuant to paragraph 12.8, 12.9, 12.10 hereof.
7. The Board members may participate in the Board meetings and perform other duties of the Board members only in person. Subject to art. 388, the second sentence of § 2 and § 4 of the Code of Commercial Companies, the members of the Supervisory Board may participate in passing the Board resolution by casting a vote in writing by means of another Board member.
8. The Supervisory Board cannot include the Board of Directors members, proxy holders, liquidators, site managers or branches, as well as the chief accounting officer, legal advisor or attorney, and other persons reporting directly to the Supervisory Board or a liquidator. The provision included in the preceding sentence is applicable to the members of the Board of Directors and company or subsidiary liquidators.
9. The term of the Supervisory Board members is one year.
10. The Board members may be re-elected.
11. The Board members may be at any time dismissed by a resolution of the General Meeting.
12. The mandates of the Supervisory Board members expire on the day of the General Meeting approving the financial report of the last full financial year.
13. The mandate of a Supervisory Board member expired before the end of term in the following cases:
a) in the case of death,
b) in the case of dismissal by the General Meeting,
c) as at the date of resignation filed by the Supervisory Board member in writing. The statement on resignation should be submitted to the Board of Directors, and for attention of the Supervisory Board's Chairperson (or if the resignation is filed by person holding the position of the Supervisory Board Chairperson- for the attention of the Supervisory Board's Vice-Chairman).";
14. The Supervisory Board member should not resign from his/her office during the term of office if it could prevent due performance of the Supervisory Board's duties, and, in particular, if it could prevent adoption of any important resolution in due time.
15. The Chairperson must convene the Board meeting within three working days after receiving the resignation of the Board member, pursuant to paragraph 2.8, 12.9 and 12.10 hereof.
16. In the case of obstacles in performing the duties by a Supervisory Board member, they shall be committed to inform the Supervisory Board Chairperson immediately on the impossibility to perform their duties and the reasons for that.
17. The Supervisory Board member should immediately inform other Board members on:
a) the conflict of interest with the company. In such a case the Supervisory Board member should refrain from taking part in discussions and from voting on a resolution on the issue where the conflict of interest has arisen. The information on the reported conflict of interest should be included in the minutes of the Supervisory Board.
b) personal, actual and organisational relations between the Supervisory Board member and a shareholder, in particular with the majority shareholder, which may have an impact on the Company related issues.
18. The personal relations with the shareholder shall mean first or second degree relation. The actual relations with the shareholder shall mean remaining in regular business relations. Organisational relations with a shareholder shall mean relations under the contracts for employment or other.
19. The Company shall have the right to request a Board member to submit a statement on the aforementioned relations.
20. Information on personal, actual and organisational relations of the Supervisory Board member submitted both pursuant to section 17 (b) and section 19 of this paragraph, shall be made public in the form of current reports.
§ 4.
The Board shall represent the Company in all contracts and disputes with the Board of Directors members. Each contract with a Board of Directors member shall be made in writing. On the part of the Company the contract is signed by the Board Chairperson, Board Vice-Chairperson or other Supervisory Board member appointed in the Supervisory Board resolution.
§ 5.
1. The Board shall perform its duties jointly. Moreover, the Board may delegate Board to perform particular supervisory, controls and advisory actions. The scope of actions performed by the delegated Board member is defined each time by the Supervisory Board or, upon its authorisation, by the Board Chairperson.
2. The Supervisory Board member delegated to perform particular actions should report to the Supervisory Board on their function at the meeting following these actions and at least once a year during the Supervisory Board meeting convened before the Ordinary General Meeting.
3. The Supervisory Board member delegated by the group of shareholders to regular and individual performance of supervisory actions in line with article 390 § 2 of the Code of Commercial Companies should report to the Supervisory Board on their function at least once a quarter and once a year during the Supervisory Board meeting convened before the Annual General Meeting.
§ 6.
The Board's powers cover all issues specified by the provisions of the Code of Commercial Companies and Articles of Association.
§ 7.
The Board shall exercise permanent supervision over the company operations in all aspects of its activity. The Supervisory Board shall each year submit to the General Meeting a concise assessment of the Company's condition, determined during the Supervisory Board meeting, convened before the Annual General Meeting.
§ 8.
1. In order to perform its duties, the Board may review each department of the Company, request reports and explanations from the Company Board of Directors and employees, review the assets, books and documents.
2. Members of the Supervisory Bard shall take any actions required to ensure that the Board of Directors provides regular and complete information on any significant issues concerning the Company's operations and the business risks and methods of risk management. At each meeting of the Supervisory Board, the Board of Directors presents a report on any significant issues concerning the Company's business. In the case of urgent issues, the Supervisory Board members are notified by the Board of Directors in writing. In such a case, the President or two Vice-Presidents of the Board of Directors, or a Vice-President and a Board of Directors member, or a Vice-President and Proxy holder, or a Board of Directors member and Proxy holder notify the Board Chairperson in writing.
3. The Board may, by a resolution, entrust the performance of specified supervisory actions to individual Board members.
4. In the case of delegating a given member or members of the Board to perform the specified supervisory, control or advisory actions, he/she (they) shall submit a copy of the Board resolution delegating him/her (them) to perform this action, before the given action is undertaken.
§ 9.
Should Board of Directors be suspended or unable to perform the duties, the Board should immediately undertake proper action to supplement the Board of Directors. In order to perform the duty specified in the first sentence of this paragraph, the Board may in particular delegate its member to perform the duties of the Board of Directors members temporarily.
§10.
1. The Board shall have the right to convene the Extraordinary General Meeting pursuant to the Company Articles of Association, if the Board of Directors fails to do so within two weeks of the application for convention by authorised persons or body, or if the Board of Directors convenes it with agenda different from that included in the application for convention, or of the Board of Directors sets the date of the Extraordinary General Meeting of Shareholders on the day after 2 (two) months of the application for convention reception date.
2. The Board shall be entitled to convene the Ordinary General Meeting of Shareholders pursuant to the Articles of Association is the Board of Directors fails to do so within 5 (five) months of the completion of financial year, or if the Board of Directors convenes it at date beyond 6 (six) months of the financial year completion date.
3. The Board submits to the Board of Directors applications on issues which require the decision of the Board of Directors.
§ 11.
The actions specified in § 8 may be performed by the Board members within the Company's working hours.
§12.
1. The Board meetings are convened by the Board Chairperson when necessary, at least three times a month, determining the date and agenda.
2. The Board meetings are held at the Company seat or at other place designated by the Board Chairperson.
3. The Board Chairperson must convene the Board meeting upon a written request of the Company Board of Directors or a Board member. The persons requesting the Board meeting should determine the subject of the meeting and its agenda in their request.
4. A Board member may request the Board Chairperson to include an issue in the agenda of the next meeting.
5. Requests specified in sections 3 and 4 should be addressed to the Board Chairperson and lodged with the Company seat.
6. The Company Board of Directors must, within 1 (one) working day, inform the Board Chairperson that a request to convene a Board meeting has been lodged by sending a telegram to address specified by the Board Chairperson as mailing address. The telegram should include the contents of the request and the name and surname (name) of the applicant.
7. In cases specified in section 3, the Board Chairperson must convene the Board meeting immediately, and not later than within 14 days of the reception of a relevant request to the Company seat. The convening is performed pursuant to sections 8, 9 and 10.
8. The notification on the Board meeting is performed by means of a registered mail sent to an address designated by each of the Board members. In cases of emergency, the Supervisory Board meetings may be convened also by means of a telephone, telefax or e-mail.
9. The notification shall be effective if it was sent to the address given by the Board member as a mailing address, not later than within 14 days before the planned date of Board meeting. In cases of emergency, specified in section 8 of this paragraph, the notification shall be considered effective if it was sent at least one day prior to the planned date of Board meeting.
10. The notification specified in section 8 should include date, hour and proposed agenda of the Board meeting, as well as draft resolutions to be made at the meeting along with general justification.
11. Should all Board members be present at the meeting, the Chairperson may set a date of the next Board meeting. The date given by the Chairperson is the binding date for all Board members.
§ 13.
1. The Supervisory Board is entitled to making resolutions included in the agenda if all the Board members have been notified about the Board meeting.
2. The agenda of a Supervisory Board meeting shall not be amended or supplemented during the meeting they apply to, except for the instances when:
a) all Board members are present and give consent to amending or supplementing the agenda,
b) taking relevant actions by the Board is necessary to protect the Company against loss,
c) the subject of the resolution is the assessment whether there is a conflict of interests between a Board members and the Company.
3. Procedural requests may always be the subject of a valid resolution, even if they are not included in the agenda.
4. The Board meetings are presided over by the Chairperson, and in the case of their absence, by the Board Vice-Chairperson.
5. The Board makes decisions by absolute majority of votes cast, unless the Statute requires qualified majority, however, at least three Board Members must vote for the resolution.
6. In the case of equal number of votes cast for and against a resolution (calculated including the abstaining votes), the casting vote shall belong to the Board Chairperson.
6a. Without the consent of majority of independent members, no resolutions shall be adopted on the following issues:
a.) any benefits granted to members of the Board of Directors by the Company and any related entities;
b.) consent, as required by and under the Articles of Association, to conclude any material agreement by the Company or its subsidiary with any party related to the Company, member of the Supervisory Board and the Board of Directors, or their related parties;
c.) appointment of a certified auditor to audit the Company's financial statement.
7. The decisions of the Board are made in an open voting, unless the legal regulations provide otherwise, or if just one Board member requests that the decision be made in a confidential voting.
8. The Board of Directors members may participate in the Supervisory Board meetings with the right of advisory vote, save for issues directly related to the Board of Directors or its members, in particular: dismissal, liability, and determination of remuneration. Also other persons invited by the Board may participate in the meetings. In the case of examination of reports pertaining to the Company operations, the Board may invite the Company employees in order to obtain explanations.
9. The minutes of the Board meetings are kept by person appointed by the Chairperson of the Supervisory Board meeting. The draft minutes of meetings of the Supervisory Board shall be faxed to the Supervisory Board members within 2 (two) weeks after the Supervisory Board meeting. The Supervisory Board members may report remarks regarding the minutes within 2 (two) weeks of the date of reception of minutes, not later than 1 (one) working day prior to next meeting of the Supervisory Board. Before starting the meeting, a note on whether there are any reservations as to the manner of convening the meeting should be included in the minutes. The reservations may be reported only along with a detailed justification. The decision on continuation of the meeting is made by the person managing the meeting.
10. The Supervisory Board may adopt resolutions in writing or by other means of direct telecommunication, without the meeting having been held. The resolution is valid if all Supervisory Board members have been notified about the contents of the draft resolution. Making resolutions in such a manner does not apply to the selection of the chairperson, vice-chairperson and the secretary of the Supervisory Board, appointing a Board of Directors member, dismissing and suspending the actions of these persons.
11. The minutes should include the agenda, surnames and names of present Board members, the subject matter of resolutions made and number of votes cast for each resolution. Each of the Supervisory Board members, who are against the resolution, has the right to express their position in the form of a different position included in the minutes of meeting or resolution, or lodging it as a separate document.
§ 14.
At the Board meetings, decisions are in the following forms:
1. conclusions and opinions for the General Meeting resulting from the performed supervisory and control actions;
2. resolutions in other issues.
§ 15.
1. A Board member must participate in the meetings, supervise and control the implementation of the General Meeting and Board resolutions and:
a) provide assistance for particular organisational units of the Company in performing their duties;
b) participate in the sessions of the General Meeting,
c) within their powers and to the extent necessary to resolve issues discussed at the General Meeting, provide the participants of the Meeting with due explanations and information concerning the Company;
d) keep the information pertaining to performance of duties in the Board confidential.
2. A Supervisory Board member should make it possible for the Board of Directors to publish (in line with a relevant procedure) the information on the disposal or acquisition of the Company shares or shares of its holding company or a subsidiary, and on any transactions with these entities, provided that such information is material for its financial standing.
3. (deleted).
4. A Supervisory Board member shall inform the Securities and Exchange Commission and the Company on any agreements concluded by them and persons closely related to them, at own account, related to the sale or purchase of the Company's shares, derivative rights related to the Company's shares and other financial instruments related to these securities, under the rules set out in the Act of 29 July 2005 on trading in financial instruments and any executive provisions thereto.
Persons closely related to a member of the Supervisory Board shall be:
1) his/her spouse or partners;
2) children supported by them or children adopted, remaining under their care and custody or guardianship;
3) other relatives and second-degree relations who have lived with them in the same household for at least one year;
4) entities:
a) in which the given member of the Supervisory Board or a person closely related to them referred to in items 1-3, are part of the managing or supervisory bodies, or in which they hold managing positions in the organizational structure and have permanent access to confidential information of such an entity and authorities to make decisions on the development and economic prospects of the Company, or
b) which are directly or indirectly controlled by the Supervisory Board member or a person closely related to them referred to in items 1-3, or
c) from the activities of which a member of the Supervisory Board or a person closely related to them referred to in items 1-3 benefits;
d) whose economic interests are equivalent to the economic interests of the Supervisory Board member or a person closely related to them referred to in items 1-3.
5. Each member of the Supervisory Board should particularly protect the confidential information pursuant to the legal regulations, in particular to the Act of 29 July 2005 on trading of financial instruments.
§ 16.
1. The minutes and documentation of incoming and outgoing mail of the Board shall be kept in the Company's headquarters.
2. The Board appoints a person responsible for keeping the book of Board minutes, preparing copies of resolutions and issuing them to eligible persons, preparing materials for the Board Meetings.
3. The office service of the Board is assured by the Company Board of Directors.
§ 17.
1. Each member of the Supervisory Board is eligible to remuneration due to performing their duties.
2. The remuneration of the Supervisory Board members is determined by the General Meeting.
3. The costs of the Supervisory Board's operation are covered by the Company.
4. Total remuneration of all and each member of the Board should be published in the annual report along with the information on the procedures and principles of determination.
§ 18.
1. Within the Board an Audit Committee and Remuneration Committee will operate, whose composition is determined by the Supervisory Board, out of its members, pursuant to the provisions of these By-laws. The Supervisory Board may establish other temporary or standing committees to perform specific duties of the Board. When creating a committee, the Board appoints the persons responsible for managing the committee.
2. The Committees should report to the Supervisory Board on their function and decisions made when necessary and during the Supervisory Board meeting convened before the Annual General Meeting.
3. The Audit Committee is composed of two independent Board members and one Board members experienced in accounting and finance.
4. In particular, the Audit Committee shall be responsible for:
a) Review of the independence of a selected chartered auditor, advising the Supervisory Board on the selection of a chartered auditor as well as on the terms of agreement with such expert and the amount of remuneration payable to such expert. Should the Board of Directors select a chartered auditor other than the expert recommended by the Audit Committee, such a decision must be supported with a detailed rationale.
b) Analysis and evaluation of relations and dependencies within the Company, the Supervisory Board and the Board of Directors with respect to any actual and potential conflicts of interest; delivery of actions aimed to eliminate such problems.
c) Assurance of an optimum communication between the chartered auditor and the Supervisory Board.
d) Review of quarterly, semi-annual and annual financial statements received from the members of the Company subsidiaries; as well as quarterly, semi-annual and consolidated annual financial statements of the capital group.
5. The Audit Committee convenes when necessary, at least once a quarter.
6. The Remuneration Committee shall be composed of 2 persons and shall be responsible for:
a) general monitoring of remuneration practices and remuneration levels across the Company,
b) defining the terms of employment of the Board of Directors members and Company executives,
c) defining the bonus plan for the financial year.
7. The Remuneration Committee meets when required, but at least once a quarter.
8. The Remuneration Committee shall select, out of its members, a Chairperson of the Committee, who manages the works of the Committee.
9. The reports of the committees will be made public to the shareholders in a current report.
§ 19.
1. All and any amendments and supplements of these By-laws shall be made by the General Meeting by a resolution.
2. All issues not included in the By-laws shall be governed by the relevant legal regulations, Articles of Association, resolutions of the Supervisory Board or General Meeting.
3. In the case of any non-compliances of the provisions of these By-laws with the Company Article of Association or any other legal acts of higher order, the provisions of these acts shall be binding.
§ 20.
These By-laws shall be effective as at the date of passing by the General Meeting. The By-laws shall be available to the public.
[table in full version of the report]
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