Regulations of the General Meeting of PEKAES SA

GENERAL PROVISIONS

§ 1

The Regulations set out the organization, rules of procedure and principles for adoption of resolutions by the General Meeting of PEKAES SA.


§ 2

The General Meeting of PEKAES SA is convened as Annual or Extraordinary and is held in accordance with the current regulations of law, provisions of the Company Statute and these Regulations with a consideration of the Best Practices for Warsaw Stock Exchange Listed Companies.


§ 3

Whenever these Regulations refer to:

  1. Regulations – it shall be understood as these Regulations for the General Meeting of PEKAES SA,
  2. The Statute – – it shall be understood as the Statute of PEKAES SA as amended,
  3. The Company – it shall be understood as PEKAES SA,
  4. Attendant – it shall be understood as a natural person, legal entity or non-corporate entity holding the shares and being placed on the attendance list of shareholders,
  5. Shareholder – it shall be understood as a holder of shares in PEKAES SA, and the Attendant – if placed on the attendance list of the shareholders,
  6. Meeting or General Meeting – it shall be understood as Annual or Extraordinary Meeting of PEKAES SA,
  7. Chairperson – it shall be understood as Chairperson of the General Meeting of PEKAES SA,
  8. Supervisory Board or the Board – it shall be understood as the Supervisory Board of PEKAES SA,
  9. Management Board – it shall be understood as the Management Board of PEKAES SA,
  10. President – it shall be understood as President of the Management Board of PEKAES SA,
  11. KSH – it shall be understood as the act of 15 September 2000 Commercial Companies Code (Dz. U. of 2000, No. 94, item 1037 as amended),
  12. Act on Public Offer – it shall be understood as the act of 29 July 2005 on public offer and the conditions for introducing the financial instruments to the organized trading system, and on public companies (Dz. U. of 2005, No. 184, item 1539 as amended).

 

CONVOCATION OF AND ATTENDANCE IN THE GENERAL MEETING

§ 4

  1. The General Meeting shall be held in Warsaw, at the venue and at the time indicated by the Company's Management Board, or - in the case the General Meeting is convened by another entity – respectively, by the Supervisory Board, by the shareholders representing at least half of the share capital or at least half of the total votes in the company, by other entity (if duly entitled to call the General Meeting) or by the registration court, providing for attendance in the Meeting of as many shareholders as possible.
  2. A request to call the General Meeting or to put certain items on the agenda, submitted by the entitled entities shall include a justification or draft resolution (resolutions) under the proposed item of the agenda.
  3. The General Meeting convened by the Management Board upon the request of the entitled Shareholders shall be held on the date indicated in the request, and if the meeting cannot be held on this date for major obstacles - at a first possible time which enables the General Meeting to resolve on the proposed agenda items. The Board shall call the General Meeting within two weeks from the date of submitting the request.
  4. The Meeting may be cancelled only in case of extraordinary circumstances or if the reasons for holding the meeting are clearly unsubstantiated, according to the procedure for its calling. If the Meeting was called upon a request filed by a Shareholder or Shareholders, cancelling the Meeting shall require a prior consent of the entity who submitted the request. Cancelation of the General Meeting shall not prevent or limit the exercise of the Shareholder's right to attend the General Meeting.
  5. Any changes in the date of the Meeting shall be made in accordance with the procedure of calling the Meeting, also if the proposed agenda of the meeting does not change. The provision of par. 4 above shall apply accordingly. A change in the date of the General Meeting shall not prevent or limit the exercise of the Shareholder's right to attend the General Meeting.
  6. The reasons for cancellation of the General Meeting, any changes in the date or in the agenda of the Meeting, including justification, shall be published on the corporate website.


§ 5

  1. The power of attorney to attend the General Meeting and to exercise the right to vote shall be in a written or in electronic form. A shareholder may notify the Company of granting the power of attorney in electronic form by electronic mail (e-mail) by sending an email message to the address kontakt@pekaes.com.pl. The representative who was granted the power of attorney in electronic form shall submit to the Company, at the latest on the day of the General Meeting, an integral document which confirms that the power of attorney was granted in electronic form and which allows to identify the shareholder filing the statement, e.g. printout of the email message, including the text of the power of attorney.
  2. The right to represent the Shareholder who is not a natural person shall follow from the extract from the relevant register presented upon drafting the attendance list, a series of powers of attorney or other corporate documents which confirm the powers to represent the Shareholder.
  3. A person or persons who grant the power of attorney on behalf of a Shareholder who is not a natural person shall be disclosed in the extract of the register relevant for a given Shareholder or their powers to act on behalf of the Shareholder shall follow from other corporate documents.
  4. It is allowed to submit copies of the documents referred to in par. 3 above if they are certified by a notary to be true copies.
  5. It is assumed that the power of attorney confirming the right to represent a Shareholder at the Meeting is consistent with the law and does not require any confirmations unless its authenticity or validity is questioned by the Chairperson.


§ 6

  1. Members of the Supervisory Board and members of the Management Board shall be attend the General Meeting.
  2. A statutory auditor shall attend the Annual General Meeting and the Extraordinary General Meeting if the Company's financial matters are to be discussed.
  3. Absence of a management board member or supervisory board member at the General Meeting shall require a justification. The justification shall be presented at the General Meeting.
  4. Per invitation of the Management Board, other persons such as, in particular, auditors, advisors and experts may attend the General Meeting unless their attendance is advisable for the purpose of the General Meeting.


PREPARATION OF THE GENERAL MEETING

§ 7

  1. Preparation and organization of the General Meeting shall be the duty of the Management Board. The Management Board shall ensure technical maintenance and organization of the General Meeting.
  2. The duties of the Management Board related to the calling and holding of the General Meeting shall include the duties resulting from the relevant regulations of law and of the Company Statute, in particular:
    • establishing the agenda,
    • announcing the calling of the General Meeting in accordance with the regulations of the Commercial Companies Code and disclosure requirements for issuers of securities,
    • releasing draft resolutions for the General Meeting in accordance with the regulations of the Commercial Companies Code and disclosure requirements for issuers of securities,
    • drawing up and signing the list of shareholders authorized to attend the General Meeting in accordance with the regulations of the Commercial Companies Code,
    • making sure that the list of the shareholders authorized to attend the General Meeting is made available at the seat of the Management Board three days prior to the holding of the General Meeting, and in the place and time when the Meeting is being held.
  3. Making sure that the minutes of the General Meeting, including the adopted resolutions, are recorded in the form required by law.
  4. The Regulations for the General Meeting shall be made available for review by the Attendants in the place where the Meeting is held.
  5. During the General Meeting the Management Board shall provide legal assistance for the Chairman.


§ 8

  1. Draft resolutions of the General Meeting shall be formulated in accordance with the provisions of § 16 par. 2 of the Regulations.
  2. Draft resolutions of the General Meeting and any documents essential for assessing the correctness of the draft resolutions and the documentation which is to be submitted to the General Meeting shall be provided to the Shareholders by the Management Board including justifications and the opinion of the Supervisory Board, in the manner specified under the regulations of law, by making them available at the place prescribed in the announcement of the calling the General Meeting and on the corporate website as of the date of the calling of the General Meeting.

 

OPENING OF THE GENERAL MEETING

§ 9

  1. The General Meeting shall be opened by the Chairman of the Supervisory Board or Vice-chairman of the Board, and in case of their absence – President of the Management Board or person appointed by the Management Board.
  2. The person opening the General Meeting shall order an election of the Chair and shall preside over the Meeting until the Chair has been elected, refraining from making any other substantive or formal decisions.
  3. The General Meeting shall elect the Chair from amongst any number of the persons who have the right to attend in the General Meeting and who were nominated by the Shareholders as candidates for the Chair.
  4. All candidates shall consent to being elected and shall represent that they know the Regulations.

 

ATTENDANCE LIST

§ 10

  1. he attendance list shall be prepared according to the list of shareholders authorized to attend the General Meeting prepared by the Management Board.
  2. he attendance list shall be prepared by the persons specially assigned thereto by the Management Board. Upon drawing up the list, the following shall be done:
    • check if a given Shareholder is included in the list of attendants authorized to attend the General Meeting,
    • verify the identity of the Shareholder or its Representative against the Identity Card, extract from the relevant commercial register or other document,
    • verify, and append with the attendance list, the powers of attorney for the persons who represent the Shareholders and other documents which confirm their powers to act on behalf of a Shareholder who is not a natural person,
    • obtain the signature of the Shareholder or his Representative on the voting card,
    • provide the Shareholder or his Representative with the suitable voting card.
  3. Appeals in respect of the right to attend the General Meeting may be addressed to the person who chairs the meeting. Any decisions thereof shall be taken by the General Meeting.
  4. After drawing up the attendance list, the list shall be signed by the Chairperson of the Meeting and shall be laid open for review during the General Meeting. The authorized attendants of the General Meeting who check in at the Meeting during its proceedings shall be added to the attendance list.
  5. Upon request of the Shareholders who hold one tenth of the share capital represented the General Meeting, the attendance list should be checked by the specially appointed commission made up of three members at least. The requesting Shareholders have the right to select one member of the commission.
  6. Upon laying the attendance list open, the list of the persons invited to the meeting should be laid open as well.

 

PROCEEDINGS OF THE MEETING

§ 11

  1. The Chairperson of the General Meeting shall ensure the efficient running of the meeting and shall make sure that the rights and interests of all the shareholders are observed. The Chairperson shall prevent any abuse of rights by the attendants of the meeting and shall make sure that the minority shareholders rights are respected. The Chairperson should not, without important reasons, tender his resignation from the position held.
  2. The Chairperson shall preside over the Meeting according to the adopted agenda, current provisions of law, the Company Statute and these Regulations.
  3. Without General Meeting's consent, the Chairperson has no right to remove any items from the agenda and shall not alter any of them.
  4. The Chairperson shall preside over the debate and may take decisions in all the matters relating to the agenda, especially in respect of the following:
    • directing voting, monitoring its proper proceedings and announcing voting results,
    • after adopting a resolution by the Meeting, the Chairperson shall declare whether the resolution has been adopted,
    •  giving the floor or taking back the floor and establishing the order of taking the floor,
    • limiting the rights to vote,
    • ordering short, formal or technical breaks in the proceedings which are necessary to efficiently proceed with the agenda, other than the breaks ordered under art. 408 par. 2 of the Commercial Companies Code,
    • resolving procedural issues,
    • introducing formal matters to the agenda.
  5. The Chairperson may not order breaks in the meeting and may not consider requests filed by the attendants of the Meeting whose only purpose is to hamper the exercise of shareholders' rights.
  6. The attendants of the Meeting shall have the right to appeal against the procedural decisions taken by the Chairperson. In case of an appeal, the General Meeting shall resolve to uphold or to rescind the decision taken by the Chairperson.

§ 12

An attendant of the Meeting has the right, for every item of the agenda and every formal matter, to give one speech and one reply. The time of the speech shall not exceed 3 minutes, while the time of the reply 1 minute unless the Chairperson decides otherwise.


§ 13

Upon the request of a Shareholder representing at least 1/20 of the share capital represented at the General Meeting, the General Meeting may choose a 3-member vote counting commission from amongst the candidates submitted by the attendants of the Meeting.


§ 14

  1. If appointed, the vote counting commission shall supervise the correct procedure of every vote, supervise the electronic voting as well as check and pass the voting result on to the Chairperson. The vote counting commission has the right to investigate the results of the votes which were held before the commission had been appointed.
  2. In case of founding any irregularities in the voting process, the Commission shall notify the Chairperson without delay and shall submit proposals on how to proceed.
  3. To declare the proper voting procedure, all the vote counters shall sign the protocol of each vote which will include the voting results, drawn up by the Commission, and edited by using electronic vote casting and voting counting system.


§ 15

  1. The Chairperson may give the floor to the members of the Company's governing bodies and employees as well as experts to provide explanations.
  2. The Supervisory Board members and Management Board members who attend the meeting and the Company's auditor, within the limits of their powers and to the extent necessary to decide on the matters discussed at the General Meeting, with stipulation of the provisions of the act on public offer concerning the disclosure duties of a public company and to the regulations of the Commercial Companies Code, should provide explanations and details about the Company to the attendants of the Meeting. The Management Board should deny to provide information only in the cases stipulated by laws.
  3. The vote may be conducted through electronic system of casting and counting votes. The system should ensure casting of votes in the number corresponding to the number of held shares; the system should prevent the identification of the method of vote by individual shareholders.
  4. Votes of the attendants who do not participate in the voting but are present in the conference room shall be treated as abstained votes. An attendant who does not wish to cast a vote in a voting shall sign off before the voting on the access control card reader.
  5. If an attendant casts the same kind of vote several times for a single resolution or motion, only the first of the votes shall be valid.


ADOPTING RESOLUTIONS

§ 16

  1. With respect to the agenda items, the General Meeting shall adopt resolutions in a voting.
  2. The resolutions shall be formulated in a way that allows the authorized person who questions the merits of the resolution to appeal against it.
  3. Draft resolutions under the announced agenda of the meeting shall be prepared by the Management Board. The final wording of the resolution shall be prepared by the Chairperson.
  4. Only the shareholders who are registered on the attendance list have the right to vote.


§ 17

  1. The voting shall be conducted by open ballot.
  2. A secret ballot shall be ordered for election or motions to recall members of the company governing bodies or liquidators, to hold them accountable, or for personal matters. Besides, the secret ballot shall be ordered on request of at least one of the Shareholders who is present or represented at the General Meeting.
  3. The General Meeting may adopt a resolution to waive the secrecy of the vote for matters which concern the election of the commission appointed by the General Meeting.


§ 18

  1. A resolution to omit an agenda item may be adopted only for important and material reasons. In such case the request shall state in detail the reasons for the request. The General Meeting shall not adopt a resolution to remove or omit an item from the agenda upon Shareholders' request. Removal or omitting an agenda item upon shareholders' request shall require a resolution of the General Meeting after a prior consent of all the attending shareholders who filed the request supported with a 75% vote of the General Meeting.
  2. Voting on formal matters may be conducted only with regard to the matters relating to conducting the agenda of the Meeting.
  3. Resolutions which may affect the exercise of rights by the Shareholders shall not be voted on according to the procedure set out in par. 2.


§ 19

  1. The Chairperson of the Meeting should make sure that the persons who appeal against a resolution are allowed to provide a brief statement justifying their appeal. The provision of § 12 shall apply accordingly.
  2. Upon request of the Meeting's attendant, the attendant's written statement shall be appended to the minutes of the meeting.


ELECTIONS AND RECALLS

§ 20

  1. With stipulation of provisions of § 21 of the Regulations, the election of the Chairperson of the Meeting and other elections shall be conducted by secret ballot, for every candidate separately, in alphabetical order.
  2. The list of candidates submitted by the Attendants of the Meeting shall be drawn up by the Chairperson, and for election of the Chairperson by the person who presides over the meeting until that moment.
  3. The Chairperson shall announce the results of the elections, which will be disclosed in the minutes of the General Meeting.
  4. The rules specified above shall apply respectively for recalls.


ELECTION OF THE SUPERVISORY BOARD

§ 21

  1. Upon request of the Shareholders who represent at least one-fifth of the share capital, the election of the Board shall be conducted by the next General Meeting in a vote held in separate groups.
  2. The request concerning the election of the Board members by a vote held in separate groups should be submitted to the Management Board in writing, in a time which allows for placing it on the agenda of the next General Meeting.
  3. The persons representing the part of shares that comes from dividing the total number of represented shares by the number of the Board members, may create a separate group to appoint one Board member. These persons do not participate in the election of the other Board members.
  4. The groups may join into a single group to make a joint choice.



§ 22

Before electing members of the Board by the General Meeting by way of vote held in separate groups, based on the list of attendance, the Chairperson shall inform the Meeting of the attendance, the number of shares represented by the attendants and the number of shares required to form a group capable of electing a Board member.


§ 23

  1. The Chairperson of the General Meeting shall preside over the procedure for electing Board members by vote held in separate groups specifying the order and directing the voting in individual groups.
  2. Within a single group, the member of the Supervisory Board shall be elected by the absolute majority of votes cast in the group.
  3. The Chairperson may order that during the time of the debate and of the voting conducted by the group of Attendants, the other Attendants of the Meeting who are not part of the group shall leave the meeting room.


§ 24

Mandates in the Supervisory Board which are not filled by the group of Attendants formed in accordance with the provision of § 21 par. 3 shall be filled by way of voting of all the Shareholders whose votes have not been cast upon election of the Board members elected by group voting.


§ 25

If not even a single group capable of electing a Supervisory Board member is formed at the General Meeting in the case referred to in § 21 par. 3 of the Regulations, the Supervisory Board members shall not be elected.

 

CLOSING THE MEETING AND TAKING MINUTES

§ 26

The agenda of the meeting having been completed, the Chairperson shall declare the closure of the debate.


§ 27

  1. The Chairperson shall not delay signing of the minutes of the General Meeting without a justified reason.
  2. The Chairperson may order an additional minute taking of the entire or part of the debate by a secretary he appointed for this purpose.


§ 28

The minutes of the General Meeting shall be published on the corporate website for the period of 30 days and shall be made available for review at the Company's seat.