The rules regulating the operation of the General Meeting and its essential powers as well as the rights of shareholders and how they are exercised are presented in the Articles of Association and in the Bylaws of the General Meeting.
General Meeting of ELEKTROBUDOWA SA can be held as ordinary (annual) or extraordinary, pursuant to the Polish Commercial Companies Code and the Company’s Articles of Association, and also pursuant to the Bylaws of the General Meeting. General Meetings are held in Katowice or in Warsaw.
The Annual General Meeting shall be convened by the Management Board of the Company. Annual General Meeting shall be held within six months from the end of each financial year. Extraordinary General Meeting shall be convened by the Management Board of the Company on their own initiative,
on a written request of the Supervisory Board, its Chairperson, any three members of the Supervisory Board or on a written request of shareholders representing at least 5% (five percent) of the share capital. Extraordinary General Meeting shall be convened within 14 (fourteen) days from the date
of filing a relevant request.
The right to convene a General Meeting serves the Supervisory Board, its Chairman or any three members if it is not convened by the Management Board within 14 days after a relevant request has been filed. Extraordinary General Meeting can also be convened by shareholders representing at least a half of the share capital or at least half of the total vote in the Company.
General Meeting may adopt resolutions only in matters included in the agenda, unless the entire share capital is represented at the Meeting and no person present has objected to holding the Meeting or placing specific matters in the agenda. The agenda is determined by the body convening the General Meeting. The Supervisory Board, its Chairman or any three members, as well as shareholders representing at least 5% (five percent) of the share capital may demand that specific matters are placed in the agenda of the nearest General Meeting. If such a demand is filed after the General Meeting has been convened, it shall be treated as a request for convening Extraordinary General Meeting. A General Meeting is valid and may adopt resolutions irrespective of the number of shareholders and represented shares present at the Meeting, unless provisions of the Law or the Articles provide otherwise. Each share shall give the right to one vote at the General Meeting. Resolutions of the General Meeting are adopted by absolute majority of votes, unless otherwise provided by the provisions of the Law or the Articles.
In the case mentioned in art. 397 of the Commercial Companies Code, a resolution on dissolution of the company shall be adopted by a majority of three fourths of votes. A resolution of abandoning
to consider the matter placed on the agenda can be passed only for important reasons. A relevant motion must be substantiated in detail. Voting shall be open. A secret ballot shall be ordered in the case of election and on motions to dismiss members of governing bodies or liquidators of the Company or to hold such persons liable, and in matters concerning personal issues. Furthermore, a secret ballot shall be ordered at the request of at least one shareholder from among those present or represented at the General Meeting. Resolutions concerning a substantial change in the objects of the Company shall always be taken in an open voting by roll call.
General Meeting is opened by Chairman of the Supervisory Board or a person appointed by him, then from those with the right to vote Chairperson of the General Meeting shall be elected.
In case those persons are absent, the General Meeting is opened by President of the Management Board or a person appointed by the Management Board.
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