Regulations of the General Meeting1
Regulations3, 4, 5, 6, 7 of the General Meeting
The General Meeting, is the highest organ of authority of Stalexport Autostrady S.A. Convening and preparing the General Meeting is done according to the rules determined in the Commercial Companies Code and in the Charter of Stalexport Autostrady S.A.
- The right to participate in General Meeting have only persons being shareholders 16 days before the date of the General Meeting.
- The day of registration on the General Meeting is uniform for entitled persons/shareholders having bearer and inscribed shares.
- The owners of inscribed shares and temporary certificates as well as lienors (pledgers) and the users, who have the right to vote if they are registered in share book on day of the registration on the General Meeting.
- A list of shareholders authorized to participate in the General Meeting is made up and signed by the Management Board.
- The list should include:
- names and surnames (firm names) of shareholders or the name of the company authorized to participate,
- place of their residence or company’s seat,
- number and type of shares and the number of votes they are entitled to.
- The list should be displayed at the office of the Management Board of the Company for three working days immediately preceding the date fixed to hold the General Meeting.
- Each shareholder may review the list of shareholders at the office of the Management Board and demand the duplicate of the list with the return of the costs of its preparation, or an electronic copy, indicating the email address to which the document is to be sent.
- A shareholder has the right to participate in the General Meeting and has the right to vote personally or by a proxy. The power of attorney to participate in General Meeting should be made in the written or electronic form. The electronic form does not require to be signed by safe electronic signature verified by a valid qualified certificate.
The General Meeting is opened by the Chairman of the Supervisory Board or by his deputy, in case that persons are absent - the President of the Management Board or a person pointed by the Management Board, then a chairman is chosen from amongst the persons entitled to participate in the General Meeting.
- Each person entitled to participate in General Meeting Has the right to run for the Chairman of the General Meeting as well as to enter to the minutes the candidatures for the post of the Chairman of the General Meeting.
- The proposed candidate is entered on the list after inserting the statement to the minutes that he agrees to run for the post.
- The Chairman of the General Meeting is chosen by means of voting for each candidate separately in the alphabetical order in secret vote.
- The person, who opens the General Meeting supervises the correctness of voting and announces its results.
- The person from among the proposed candidates who agreed to run for the post and achieved the highest number of validly cast votes becomes the Chairman of the General Meeting.
- The Chairman of the General Meeting directs the debate according to the agenda, law regulations and the provisions of these Regulations.
- The duties of the Chairman of the General Meeting are particularly as follows:
- taking good care of an efficient and proper course of the agenda and voting,
- granting the right to speak,
- supervising the factual course of debates,
- issuing the adequate order regulations in the conference room,
- ordaining a break in the debates,
- ordaining voting and supervising it correct course and signing all documents containing the results of voting,
- supervising the exhaustion of the agenda,
- settling doubts resulting from the regulations.
- The Chairman of the General Meeting immediately after the election, signs the attendance list containing the record of shareholders participating in the General Meeting specifying the number of shares each of them has and the number of votes they are entitled to.
- The Management Board appoints persons to make up the attendance list.. The attendance list is made up on the basis of the shareholders list, referred to in § 3 of these regulations.
- While making up the attendance list one should:
- check whether the shareholder is entitled to participate in the General Meeting,
- check the identity of the shareholder or his proxy on the basis of the identity card or another reliable document,
- check the correctness of the power of attorney which should then be enclosed to the minutes of the General Meeting,
- obtain the signature of the shareholder or his proxy on the attendance list,
- give the shareholder or his proxy a suitable magnetic card for voting or another document that will be used for voting.
- The Chairman of the meeting has to be addressed in case the entitlement to participate in the General Meeting is called off. The attendance list is displayed during the debates of the General Meeting all the time till it is closed. Persons who make up the attendance list are obliged to introduce, without delay, changes of the persons constituting the General Meeting and at the same time indicate the moment they occurred.
- At the motion of the shareholders, owing 1/10 of the equity represented at that General Meeting, the attendance list should be made up by the committee chosen for that purpose, including at least three persons, and the applicants have right to choose one member of the committee.
After electing and signing the attendance list, the Chairman of the General Meeting ascertains that the Meeting has been convened in a proper way and confirms its ability to pass resolutions, presents the agenda and ordains the election of the Scrutinizing Committee. When necessary, the Chairman of the General Meeting may appoint a person to perform the function of the Secretary of the Meeting who will help him.
- The Scrutinizing Committee consisting of 3 to 5 members is chosen by the General Meeting by means of the absolute majority of votes cast in secret vote.
- Each shareholder has the right to enter any number of candidates proposal to the minutes. The voting is carried out for each candidate separately in the alphabetical order. The indicated persons should give their consent to run in the elections. Those candidates who consecutively received the highest number of votes are considered chosen.
- The Committee chooses the Chairman and the Secretary from among themselves.
- The duty of the Committee is to supervise the correct course of voting and the computer service of voting, checking and estimating the results of voting and submitting them to the Chairman of the General Meeting and performing other duties connected with the voting procedure.
- In case of noting an irregularity in the course of voting, the Committee is obliged to immediately inform the Chairman of the General Meeting and at the same time file motions as to the further procedure.
- Documents containing the results of each voting are signed by all members of the Committee and the Chairman of the General Meeting.
- The General Meeting may appoint other committees to perform indicated or commissioned functions in the same course as electing the Scrutinizing Committee.
- Minutes are taken from the functions of the Committee. After being signed by the Chairman and the Secretary they are submitted to the Chairman of the General Meeting.
In case the voting is carried out via the computer system of casting and counting the votes, the General Meeting may pass a resolution on not appointing the Scrutinizing Committee. In such case the print of the voting is signed by the Chairman of the General Meeting
- The General Meeting may pass a resolution to cross out matters from the agenda, as well as to change the order of matters covered by the agenda.
- Resolutions cannot be passed in subjects not covered by the agenda, unless the whole share capital is represented at the General Meeting and nobody from the present opposes passing the resolution.
- Taking off of the agenda or abandonment of examining the question put on the agenda, on motion of the shareholders, requires passing a resolution of the general meeting, after approval given beforehand by all present shareholders, who notified such motion, supported by at least 75% votes of the general meeting.
- After presenting each consecutive matter included on the agenda, the Chairman of the General Meeting opens the debate, granting the right to speak according to the order of submitted applications.
- The Chairman of the General Meeting may grant the right to speak to all members of the Management Board and the Supervisory Board beyond the order.
- The Chairman of the General Meeting may ordain to register applications for the discussion in writing, indicating the name and the surname.
- In case there are too many applications for discussion over a definite point of the agenda, the Chairman of the General Meeting may submit a motion for voting whether to close the discussion over this point of debate or shorten the time of their speeches.
- One has the right to speak only in matters covered by the approved agenda and being currently considered
- While considering each point of agenda, each shareholder has the right to a one 5-minute speech and a 3-minute-retort.
- The Chairman of the General Meeting has the right to rebuke the speaker, who strays from the point of discussion or exceeds the time limit determined in point 2. The Chairman may deprive of speech those speakers who do not comply with the remarks.
- Each of the shareholders entitled to participate in General Meeting Has the right to ask questions on each item of the Agenda.
- Members of the Company’s authorities - each within his competences - are obliged to give profound answers and explanations to all questions asked.
- Each shareholder has the right to submit suggestions of changes and supplements to projects of resolutions covered by the agenda of the debates of the General Meeting - till the discussion over a point of agenda covering the project of the resolution is closed.
- These suggestions with a short justification should be submitted in writing - separately for each project of the resolution - indicating the name and surname (firm) of the shareholder, to the Chairman of the General Meeting personally. The suggestions of the amendments and supplements of the formal and language character may be submitted verbally with a short justification.
The Chairman of the General Meeting has the right to allow experts to speak, in particular the representatives of the expert auditor.
- In formal matters the Chairman allows to speak beyond the order. A motion in a formal matter may be submitted by each shareholder.
- The motions referring to the course of debating and voting are regarded to be motions in formal matters and in particular referring to:
- limitation, postponement or closing the discussion
- closing the list of speakers,
- limitation of the time of speeches,
- the way of conducting debates,
- ordaining a break in debates,
- the order of passing motions.
- A discussion over formal motions should be opened immediately after they are submitted.
- In a discussion over motions in formal matters only two speakers can rise to speak one for and one against the submitted motion, unless the General Meeting decides otherwise.
- Immediately after the discussion, the Chairman of the General Meeting submits a motion in a formal matter for voting which is passed by the absolute majority of cast votes.
- The General Meeting is valid no matter how many shares are represented at this Meeting except cases determined in the Commercial companies code.
- The absolute majority of votes is necessary for the validity of the resolutions, except the cases determined in Commercial companies code and the Company’s Charter.
A shareholder can vote neither personally nor by a proxy or as well as a proxy of another person over the resolutions concerning:
- his responsibility before the Company whatever the claim is, including granting the discharge,
- discharging form the liabilities towards the Company.
- disputes between him and the Company.
- The votings have the form of open ballots.
- A secret vote is ordained at elections and over motions to call off the members of the Company’ s authorities or liquidators, to call the members of the Company’ s authorities account, also in personal matters, as well as at the demand of even one of the present shareholders or represented at the General Meeting.
- After closing the discussion over each point of the agenda, before starting to vote, the Chairman announces which motions were submitted and determines the order of voting. Voting over motions is carried out according to the order they are submitted.
- The voting is carried out via a computer system of casting and counting voices, ensuring that casting votes at the amount corresponds to the number of owned shares as well as eliminating - in case of secret vote -the possibility of identifying the way of casting votes by individual shareholders, or in another way accepted by the organ convening the General Meeting or passed by the General Meeting.
- Before starting the election to the Supervisory Board, the General Meeting on motion of the Chairman of the General Meeting determines the number of members of the Supervisory Board each time according to the Statutes of the Company.
- Each shareholder has the right to propose any number of candidates for a member of the Supervisory Board. Each candidate is proposed orally to the minutes with a brief motivation.
- The proposed candidate is registered on the list after he enters to the minutes a declaration orally or in writing, that he agrees to candidate.
- The Chairman of the General Meeting makes the list of proposed candidates for members of the Supervisory Board in an alphabetical order. When the list is made public it is regarded as closed.
- Elections to the Supervisory Board are carried out by secret vote for each candidate separately in an alphabetical order.
- Those candidates are regarded to be chosen for members of the Supervisory Board who consecutively achieved the highest amount of votes and achieved the absolute majority of votes.
- In case the candidates qualified to enter the Supervisory Board achieved an equal number of votes, the Chairman ordains complementary voting. This person is regarded to be chosen who achieved the highest amount of votes.
- In case of choosing the members of the Supervisory Board - on the shareholders` motion - by voting by groups, it takes place on the basis of a separate attendance list, In a separate place, enabling the choice of the chairman of the meeting of a given group, as well as having a discussion and carrying out the election.
When the course of the agenda is completed, the Chairman of the General Meeting announces the closure of the General Meeting.
- Resolutions of the General Meeting are entered on the minutes by a notary public under pain of being invalid.
- The minutes are taken according to the contents of adequate regulations of the Commercial companies code.
- The Management Board of the Company enters the duplicate of the minutes into the Minute-Book.
- Shareholders have the right to review the Minute-Book, as well as to demand an issue of copies of resolutions certified by the Management Board.
- Detailed minutes from the agenda are taken by the Secretary of the General Meeting provided he will be appointed by the Chairman of the General Meeting.
Resolutions of the General Meeting may be appealed to the Court in the course and on conditions determined in art. 422 and subsequent ones of the Commercial companies code.
Regulations of the Commercial companies code and the Statutes of the Company are applied in cases not settled by these Regulations.
The Regulations as well as the amendments take effect beginning from the next General Meeting after the meeting at which the Regulations was passed or its amendments.
1 This document is a free translation of the Polish original. The binding Polish original should be referred to in matters of interpretation.
2 Determined by the Supervisory Board’s resolution no. 25/2010 dated on 15.04.2010.
3 Passed by the Extraordinary General Meeting of Shareholders of STALEXPORT S.A. on 27.11.2002 (resolution no 6)
4 Point 4 in § 23 was added by EGSM on 15.01.2004 (resolution no 9)
5 Point 2 in § 11 was added by XII OGSM on 24.06.2005 (resolution no 23)
6 Point 1in § 6, point 2 in §10 and point 2 in §22 were changed by the EGSM on 20.10.2006 (resolution no 6)
7 Changes made by the General Meeting of Stalexport Autostrady S.A. dated on 30.03.2010 r. (resolution no. 21). The
changes cocnernes: §1, §2, §3 point 4, §4 point 1 i 2 (deleted), §6 point.1, §14 point.1 and §23 point. 4