Pursuant to the Company’s Articles of Association, General Meetings are convened as Ordinary and Extraordinary and may be held in Wrocław, Warsaw, Lublin or Poznań.
The Ordinary General Meeting should be held within six months after the end of each financial year at the latest. The Ordinary General Meeting may also be convened by the Supervisory Board, if the Board of directors fails to convene it within the prescribed period.
The Extraordinary General Meeting is convened by:
1. The Board of Directors:
- on its own initiative,
- upon a written request of the Supervisory Board containing a relevant justification submitted no later than one month before the date of the Extraordinary General Meeting proposed by the Supervisory Board,
- upon a justified written request of a Shareholder or Shareholders representing at least one twentieth of the share capital of the Company, and the Management Board is obliged to convene it within two weeks from the date of submission of such request.
2. Shareholders representing at least half of the share capital or at least half of the total votes in the Company,
3. The Supervisory Board, if it deems it advisable to convene it.
In matters not included in the agenda of the General Meeting, resolutions may not be adopted, unless the entire share capital is represented at the Meeting and no one present has objected to adopting the resolution. Resolutions of the General Meeting are adopted by an absolute majority of votes, and the General Meeting is valid regardless of the number of shares represented at it. Each share gives the right to one vote at the General Meeting. The General Meeting is opened by the Chairman of the Supervisory Board or a person appointed by him, and then the Chairman is elected from among the persons entitled to vote by a simple majority of votes.
The competences of the General Meeting include:
- review and approval of the Management Board’s report on the Company’s operations and the financial statements for the previous financial year,
- adopting a resolution on profit distribution or loss coverage,
- acknowledging the fulfillment of duties by members of the Company’s bodies,
- change of the subject of the Company’s activity,
- amendment to the Company’s Articles of Association,
- increasing or reducing the share capital,
- merger of the Company and transformation of the Company,
- dissolution and liquidation of the Company,
- bond issue,
- all decisions regarding claims for compensation for damage caused in the establishment of the Company or in the exercise of management or supervision,
- adopting resolutions on the redemption of the Company’s shares,
- adopting resolutions on the sale and lease of the enterprise or its organized part and establishing a limited property right thereon,
- acquisition of own shares in the cases specified in Art. 362 § 1 of the Commercial Companies Code.
In addition to the above-mentioned matters, resolutions of the General Meeting are required for matters specified in the Commercial Companies Code, unless the Company’s Articles of Association provide otherwise.
The competences listed in items 2, 4, 5, 6, 7, 9 are performed by the General Meeting at the request of the Management Board of the Company submitted together with a written opinion of the Supervisory Board. The shareholders’ request in these matters should be approved by the Board of Directors and the Supervisory Board.
A significant change in the subject of the Company’s activity may take place without buyout of the shares. This change requires a resolution of the General Meeting adopted by a majority of two-thirds of votes in the presence of persons representing at least half of the share capital.
The detailed rules and procedure for convening and conducting the General Meeting are specified in the Regulations of the General Meeting
