By-laws of the General Meeting of the Shareholders of Pamapol S.A.
BY-LAWS OF THE GENERAL MEETING OF THE SHAREHOLDERS OF PAMAPOL S.A.
Article 1 (General Provisions)
1. These By-laws set out the rules of work of the General Meeting, holding its meetings and adopting resolutions.
2. The By-laws are adopted by the General Meeting.
3. The By-laws of the General Meeting are available at the Company’s registered office.
Article 2 (Glossary)
Regulation - Regulation of the Minister of Finance concerning current and periodic information provided by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent of 19 February 2009 (Journal of Laws No. 33, item 259, as amended).
Act on the Offering - Act on the public offering and conditions governing the introduction of financial instruments to organised trading and on public companies of 29 July 2005 (Uniform text: Journal of Laws No. 185, item 1439).
Act on Trading - Act on trading in financial instruments of 29 July 2005 (Journal of Laws No. 183, item 1538, as amended).
Commercial Companies Code, CCC – the Act on the Commercial Companies Code of 15 September 2000 (Journal of Laws No. 94, item 1037, as amended).
Company - PAMAPOL S.A.
Shareholder – shareholder of PAMAPOL S.A.
Independent Supervisory Board Member - member of the Supervisory Board of PAMAPOL S.A. who meets the criteria set out in Article 12.1 of the Statute of PAMAPOL S.A.
Article 3 (Convening and Dismissing the General Meeting)
1. The General Meeting of the Company can be ordinary or extraordinary.
2. The General Meeting takes place at the Company's registered office or in Warsaw.
3. General Meetings are convened by way of announcements posted on the Company’s website and in the manner required for communicating current information in accordance with the regulations on the public offering and the conditions governing the introduction of financial instruments into organised trading and on public companies.
4. The announcement should be made at least twenty-six days prior to the date of the general meeting.
1) date, time and place of the general meeting and a detailed agenda,
2) detailed description of the procedures governing participation in the general meeting and exercising voting rights, in particular information concerning:
a) a shareholder’s right to request adding specific matters to the agenda of a general meeting,
b) a shareholder’s right to submit draft resolutions on the matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,
c) a shareholder’s right to submit draft resolutions on the matters added to the agenda during the general meeting,
d) the procedure of exercising voting rights by proxy, including, in particular, the forms used for voting by proxy, and the procedure of notifying the company of appointing authorised signatories using means of electronic communication,
e) the option and procedure of participating in a general meeting using means of electronic communication,
f) speaking during a general meeting using means of electronic communication,
g) the procedure of exercising voting rights by correspondence or using means of electronic communication,
3) date of registering participation in the general meeting, as set forth in Article 4061,
4) the information that only persons who are shareholders of the company on the date of registering their participation in the general meeting may participate in the general meeting,
5) indication as to where and how a person authorised to participate in a general meeting may obtain the full text of the documents to be presented to the general meeting and draft resolutions or, if no resolutions are scheduled to be adopted, the remarks of the management board or the supervisory board of the company on matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,
6) the website on which information about the general meeting will be published.
Article 4 (Entities authorised to convene a General Meeting)
1. The General Meeting is convened by the Management Board. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it before the deadline set forth in the Commercial Companies Code or in the Statute, or an Extraordinary General Meeting, if appropriate. Shareholders representing at least half of the share capital or at least half of all votes in the Company may convene an Extraordinary General Meeting. The shareholders appoint the chairman of the Meeting.
2. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it before the deadline set forth in Article 395.1 of the CCC.
The right to convene an Extraordinary General Meeting is also vested in Shareholders holding 1/20 (one twentieth) of the share capital, who unsuccessfully requested that it be convened by the Management Board and were authorised to convene an Extraordinary General Meeting by a registry court.
Article 5 (Agenda)
1. The General Meeting may adopt resolutions solely in matters covered by the agenda unless the entire share capital is represented at the Meeting and none of the attendees object to holding the General Meeting or adding other matters to the agenda.
2. The shareholder or shareholders representing at least one twentieth of the share capital may request adding specific matters to the agenda of the next General Meeting. The request should be conveyed to the Management Board no later than twenty-one days before the designated date of the Meeting. The request should contain a justification or a draft resolution concerning the proposed agenda item. The request may be submitted via email.
3. The Management Board must immediately, but no later than eighteen days before the designated date of the General Meeting, notify changes to the agenda made at the shareholders’ request. The announcement is made in accordance with the procedure used for convening General Meetings.
4. The Company’s shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the General Meeting, notify the Company, in writing or using electronic means of communication, of draft resolutions on matters added to the agenda of the General Meeting or matters to be added to the agenda. The Company immediately publishes draft resolutions on the website.
5. During the General Meeting, each of the shareholders may propose draft resolutions on matters added to the agenda.
Article 6 (Shareholders’ Information Powers)
The Company maintains its own website and published thereon, from the date of convening a general meeting:
notice of convening a general meeting,
information on the total number of shares in the company and votes carried by these shares of the date of the notice, and if there are different types of shares, also on the distribution of shares into the different types and the number of votes under each type of share.
the documentation to be provided to the General Meeting,
draft resolutions or, if no resolutions are scheduled to be adopted, the remarks of the management board or the supervisory board of the company on matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,
Article 7 (Participating in the General Meeting)
Shareholders may participate in the general meeting and exercise their voting rights personally or by proxy.
Shareholders may vote differently on each of the shares held.
An authorised signatory exercises all the rights of the shareholder at the general meeting, unless otherwise stated in the power of attorney. An authorised signatory may grant further powers of attorney if permitted under his/her current power of attorney. An authorised signatory may represent more than one shareholder and vote differently on the shares of each shareholder. If the shareholder has shares recorded on more than one securities account, he/she may grant separate proxies to execute rights attached to the shares on each of those accounts. Provisions on exercising voting rights by proxy apply to the exercise of voting rights by another representative.
Only persons who are shareholders of the company sixteen days before the date of the general meeting (the date of registering their participation in the general meeting) may participate in the Company’s general meeting.
The date of registering participation in a general meeting is the same for the beneficiaries of bearer shares and registered shares.
Beneficiaries of registered shares and temporary certificates, as well as pledgees and beneficiaries entitled to voting rights may participate in the general meeting of a public company if they are entered in the share register on the date of registering participation in the general meeting.
Bearer shares in document form carry the right of participation in the Company's general meeting if the share documents are filed with the company no later than on the date of registering participation in the general meeting and are not collected before the end of that day. Instead of shares, parties may file a certificate issued in evidence of filing shares with a notary, bank or investment firm with their registered office or branch office in the European Union or a country being a signatory of the European Economic Area agreement, as indicated in the notice of the general meeting being convened. The certificate should state the numbers of share documents and confirm that the share documents would not be released before the end of the day of registering participation in the general meeting.
The Company determines the list of holders of bearer shares who may participate in the Company's general meeting on the basis of the shares filed with the company and the list compiled by the entity maintaining a depository for securities in accordance with the regulations on trading in financial instruments.
The entity maintaining the depository for securities compiles the list on the basis of lists supplied no later than twelve days prior to the date of the general meeting by eligible entities, as set out in the regulations on trading in financial instruments. The basis for compiling the lists supplied to the entity maintaining the depository for securities are the certificates confirming eligibility to participate in the general meeting.
The entity maintaining the depository for securities provides the public company with the list using means of electronic communication no later than one week prior to the date of the general meeting. If, due to technical reasons, the list cannot be provided in such a manner, the entity maintaining the depository for securities issues it in the form of a written document no later than six days prior to the date of the general meeting; the list is released at the registered office of the governing body managing the entity.
The list of shareholders authorised to participate in the general meeting, signed by the management board, containing names and surnames or business names (names) of the eligible parties, their place of residence (registered office), number, type and reference numbers of the shares and the number of votes they carry, should be made available at the premises of the management board for three business days prior to the date of the general meeting. Natural persons may provide their address for deliveries instead of place of residence. Shareholders may review the list of shareholders at the premises of the management board and request a copy of the list against payment of the cost of preparing such a copy.
The Company’s shareholders may request that the list of shareholders be sent to them via email free of charge, upon providing the address to which the list should be sent.
Shareholders may request a copy of the motions regarding the matters included in the agenda within one week before the general meeting.
If the voting rights attached to shares are vested in a pledgee or a beneficiary, this fact is stated on the list of shareholders at the beneficiary’s request.
Commercial powers of attorney to participate in general meetings and exercise voting rights require the written form and are otherwise invalid. Commercial powers of attorney to participate in the company’s general meeting and exercise voting rights must be granted in writing or via email. Granting a power of attorney via email does not require a secure electronic signature verified with a valid qualified certificate. The power of attorney should be delivered by email to wza@pamapol.com.pl. Management board members and employees of the company may serve as authorised signatories at the general meeting. If the authorised signatory at the general meeting of a public company is a management board member, supervisory board member, liquidator, employee of the company or a member of the governing bodies or an employee of the company or a cooperative controlled by the company, the commercial power of attorney entitles them to represent the company only at one general meeting. The authorised signatory must disclose to the shareholder the circumstances that indicate the existence or potential of a conflict of interest. Granting further powers of attorney is excluded. The authorised signatory referred to in the preceding sentence votes in accordance with the instructions provided by the shareholder.
Members of the Supervisory Board and the Management Board should be present at the General Meeting in a composition that enables providing substantive replies to questions asked during the General Meeting.
An auditor should be present at the Ordinary General Meeting and the Extraordinary General Meeting if the meeting pertains to the Company's financial situation.
The following persons may also attend General Meetings:
a) notary preparing the minutes of the General Meeting - for the duration of the General Meeting;
b) directors, managers and other employees of the Company or entities controlled by the Company, invited by the Management Board – when the General Meeting considers the agenda item that falls within these persons’ responsibilities;
c) experts invited by the body convening the General Meeting - when the General Meeting considers the agenda item concerning the issues being assessed by the experts or, upon approval by the Shareholders representing the average majority of votes, when other agenda items are being considered:
d) representatives of the media when specific agenda items are being considered or throughout the General Meeting;
e) other persons - upon approval by the Shareholders representing the average majority of votes in attendance at the General Meeting - while specific agenda items are being considered or throughout the General Meeting.
Article 8 (Opening the General Meeting)
General meetings are opened by the chairman of the supervisory board or the deputy chairman, and then the chairman of the meeting is appointed from among the persons eligible to participate in the general meeting. In the event of absence of the above persons, the general meeting is opened by the president of the management board or a person nominated by the management board.
The chairman of the general meeting may not, without the approval of the general meeting, remove or reorder agenda items.
In the absence of the persons referred to in par. 2 above, the General Meeting will be opened by the Shareholder or its representative that holds the highest percentage of shares in the Company’s share capital present at the General Meeting.
The Chairman of the General Meeting is appointed from among the persons authorised to participate in the General Meeting.
5. The person opening the General Meeting may make any organisational decisions that may be required to commence the General Meeting, in particular, he/she should procure immediate appointment of the Chairman of the General Meeting, refraining from any substantive or formal measures.
Article 9 (Chairman of the General Meeting)
1. Any shareholder may run for Chairman of the General Meeting and propose one candidate for Chairman of the General Meeting to be recorded in the minutes.
2. The proposed candidate is entered on the list after a statement consenting to the candidacy is recorded in the minutes. The list of candidates proposed is compiled by the person opening the General Meeting. Once the list is announced, it is deemed to be closed.
3. After the vote is completed, the person opening the General Meeting announces the results.
4. The Chairman of the General Meeting is the candidate that agreed to the proposed candidacy and received the highest number of votes in the voting. If more than one candidate receive the same, highest number of votes, the voting is repeated. The repeated voting concerns only those candidates who received the highest number of votes.
5. Immediately after being elected, the Chairman of the General Meeting signs the attendance list and declares whether the General Meeting has been duly convened and is capable of adopting binding resolutions.
6. The attendance list setting out the attendees of the general meeting and the number of shares represented by each of them and the votes to which they are entitled, signed by the chairman of the general meeting, should be drafted immediately after the appointment of the chairman and made available during the meeting. At the request of the shareholders holding one tenth of the share capital represented at the general meeting, the attendance list should be reviewed by the auditing committee appointed for this purpose and composed of at least three members. The requesting shareholders may appoint one member of the committee.
7. If necessary, the Chairman may appoint an assistant that will serve as the Secretary of the Meeting.
8. The Chairman should not, without a valid reason, resign from his/her position, and cannot, without a valid reason, delay the signing of the minutes of the General Meeting.
9. The Chairman manages the General Meeting in accordance with the agreed agenda, in observance of the applicable laws and the Company’s Statute and these By-laws. The Chairman's responsibilities include, in particular:
a) declaring that the General Meeting had been duly convened;
b) ensuring that the meeting runs properly and expediently and that the rights and interests of all Shareholders are duly respected, which includes preventing abuse of rights by the attendees of the General Meeting and ensuring the rights of minority Shareholders are respected;
c) giving permission to speak;
d) ensuring that the meeting remains factual;
e) resolving procedural issues;
f) issuing appropriate organisational decisions and adjourning the meeting as necessary;
g) ordering votes, ensuring that they go as necessary, signing documents containing voting results and announcing voting results;
h) responding to motions submitted by attendees of the General Meeting and if necessary, ordering a vote in that regard;
i) adjourning the meeting at the request of the shareholders, adopted by a majority of 2/3 of the votes cast for the resolution on adjournment.
The Chairman should allow each shareholder to address matters covered by the agenda, in the order of requests to speak.
The Chairman of the General Meeting may reprimand a speaker digressing away from the subject. Speakers who do not comply with the Chairman's instruction may be deprived of the permission to speak.
The breaks in the proceedings ordered by the Chairman cannot be aimed at preventing shareholders from exercising their rights.
Organisational breaks are breaks that last no more than 30 minutes and involve procedural or technical matters related to the agenda of the General Meeting, justified by the need to: draft a motion, make a final edit of the wording of a resolution, draft an amendment to a resolution, consult the Company’s counsel, copy materials for the shareholders. If another break than that referred to in par. 12 above is required or if a short break needs to be extended, the General Meeting makes a decision in this respect.
Article 10 (Course of the General Meeting)
1. Upon presenting each matter included in the agenda, the Chairman of the General Meeting prepares a list of persons requesting to participate in the discussions, and upon closing it, initiates the discussion, giving permission to speak in order of submissions.
Each Shareholder may ask questions on any matter included in the agenda.
Members of the Supervisory Board and the Management Board and the Company’s auditor should, within the scope of their powers and to the extent necessary to resolve the matters discussed by the General Meeting, provide the attendees of the General Meeting with explanations and information concerning the Company.
When answering questions from the attendees of the General Meeting, the Management Board should take into account the fact that the company performs its disclosure obligations in a manner set forth in the applicable laws and that a considerable amount of information may only be provided in accordance with those laws.
Requests for convening an Extraordinary General Meeting and organisational motions may be adopted despite not being included in the agenda.
Article 11 (Resolutions)
The General Meeting may adopt resolutions regardless of the number of Shareholders being present and the number of shares being represented unless the applicable laws or the Statute contain more stringent rules on adopting resolutions.
Unless the Commercial Companies Code or the Statute contain more stringent rules in this regard, resolutions of the General Meeting are adopted by an absolute majority of votes.
Resolutions of the General Meeting recalling or suspending a member of the Company’s Management Board, adopted under Article 268.4 sentence 2 of the CCC require a majority of 2/3 votes.
In the case set out in Article 397 of the Commercial Companies Code, the resolution on dissolving the Company requires an absolute majority of votes.
Voting is open.
Secret ballot voting is decided for votes and in matters regarding motions for recall or suspension of members of the Company’s governing bodies or liquidators or for bringing them to account, as well as in personal matters.
Furthermore, a secret ballot vote is introduced at the request of at least one Shareholder authorised to vote.
Resolutions regarding material changes of the Company's corporate objects are always adopted in open ballot votes, with the names of the voters disclosed.
9. A material change of the Company’s corporate objects is accomplished without a buy-out of the shares of the Shareholders who do not approve of the change of the corporate objects. Resolutions concerning material changes of the Company’s corporate objects require a majority of 2/3 of the votes, in the presence of persons representing at least half of the share capital. In such votes, each share carries one without, without any privileges or restrictions.
10. The Management Board of the Chairman of the General Meeting should prepare draft resolutions in a lucid and clear manner to ensure that anyone who disagrees with the essence of the resolution is able to object to it.
11. Votes on organisational matters may pertain solely to matters related to conducting General Meetings. Votes carried out in accordance with this procedure do not apply to resolutions that may affect the exercise of rights by Shareholders.
12. Votes on resolutions commence after draft resolutions are read out by the Chairman of the General Meeting or his/her nominee.
13. The schedule of votes on motions regarding draft resolutions is determined by the Chairman of the General Meeting.
14. The Chairman of the General Meeting must allow Shareholders who voted against a resolution to submit and briefly justify their objection.
15. Shareholders cannot vote, personally or by proxy, or as proxies of other persons, on resolutions regarding:
a) their liability towards the Company on any account,
b) their dispute with the Company.
16. In such cases, the Shareholders referred to in par. 15 do not participate in the vote.
17. Before commencing elections, the Chairman checks whether the candidates have agreed to their candidacy, whether verbally or in writing. Consent is equivalent to accepting their mandate upon being elected.
18. Open and secret ballot votes may be held using electronic devices, upon approval by the General Meeting.
19. A resolution of the General Meeting on the issue of shares with pre-emptive rights should specify the issue price and the price calculation method, or require a body authorised to determine the price before the date of the pre-emptive right, in a time frame that allows for investment decisions to be made.
20. Resolutions of the General Meeting should provide an essential time frame between decisions causing certain corporate events and the dates on which the rights of Shareholders stemming from such corporate events are determined.
21. The date of establishing dividend rights and the date of disbursement of dividends should be scheduled so as to ensure that the time frame between them is as short as possible but not longer than 15 business days. Scheduling a longer interval between the two dates must be justified in detail.
22. A resolution of the General Meeting regarding conditional dividend disbursement should contain clearly worded conditions that should be fulfilled before the date of determining the right to dividend.
Article 12 (Appointing the Supervisory Board)
1. Supervisory Board members are appointed and recalled by the General Meeting and the entities set out in Article 10 of the Statute.
Supervisory Board members should have the requisite knowledge and experience and be able to devote the time necessary to perform their obligations on the Supervisory Board. Candidates to serve as members of the Supervisory Board should be submitted and justified in detail in a manner that makes it possible to make an informed decision.
Each Shareholder may nominate a candidate to serve as an Independent Member of the Supervisory Board. Candidates to serve as Independent Members of the Supervisory are proposed by way of written submissions by authorised shareholders delivered to the Chairman of the General Meeting. A written statement from candidates not attending the General Meeting, confirming that the candidates meet the independence criteria set forth in the Statute, is attached to the submission. Candidates present at the General Meeting add such statements to the minutes of the meeting.
Each candidate to serve as a Supervisory Board member makes a statement consenting to the candidacy and confirming that he/she is not aware of any circumstances that would cause his/her appointment as a Supervisory Board member to breach the applicable laws. Such statements may be made in writing or verbally and recorded in the minutes. A written statement from a candidate not attending the General Meeting is made through the Shareholder submitting his/her candidacy.
At the request of the shareholders representing at least one fifth of the Company’s share capital, the Supervisory Board should be appointed by the next General Meeting by way of voting in separate groups.
If the Supervisory Board is appointed by way of voting in groups:
a) it is solely up to the shareholders to create each group. One Shareholder may belong to one group only.
b) the minimum number of shares required to establish a separate group is the number of shares represented at the General Meeting divided by the number of vacancies on the Supervisory Board,
c) establishment of a separate group is notified by the Shareholders to the Chairman of the General Meeting, who determines the number of Supervisory Board members to be appointed by that group,
d) each group appoints its own chairman and returning committee, who ensure that the elections are conducted in the appropriate manner,
e) the chairman of each group prepares and signs an attendance list in the group, and accepts candidacy proposals for Supervisory Board members and presents the Chairman of the General Meeting with the result of the voting in the group,
f) the Chairman of the General Meeting announces the results of the voting conducted in each group and determines the number of positions on the Supervisory Board that remain to be filled,
g) Shareholders that do not form part of any of the separate groups appoint the remaining Supervisory Board members.
Article 13 (Minutes)
Resolutions of the General Meeting are minuted by a notary.
The minutes are drafted in accordance with the applicable provisions of the Commercial Companies Code.
At the request of an attendee of the General Meeting, his/her written statement is recorded in the minutes.
A copy of the notarial deed containing the minutes of the General Meeting and proof of its convention, together with the powers of attorney granted by the Shareholders or documents confirming the fact that a Shareholder was acting by proxy, are attached to the book of minutes.
Shareholders may review the book of minutes and request copies of the resolutions certified by the Management Board.
Article 14 (Final Provisions)
1. These By-laws enter into effect at the General Meeting following the General Meeting at which the wording of these By-laws was adopted.
2. Any amendments to the By-laws of the General Meeting are effective as of the General Meeting following the Meeting that approved the amended By-laws.
3. In matters not regulated herein the provisions of the Commercial Companies Code and the Company’s Statute will apply.