Current Report No. 27/2013 Resolutions adopted by the Extraordinary General Meeting of held on 3 December 2013 correction Legal basis: Article 56 para. 1 item 2 of the Act on Offering current and interim information Contents of the Report: The Management Board of, acting pursuant to 6 para. 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and interim information to be submitted by issuers of securities and conditions for considering as equivalent information required under the law of a nonmember state, hereby corrects Current Report No. 27/2013, released on 4 December 2013. The correction concerns the obvious errors in the contents of the above report: 1) In Resolution No. 2/2013 concerning item 7 of the agenda the information about adopting a resolution on adoption of the uniform text of the Regulations of the General Meeting of the Company was provided instead of information about adoption of a resolution on amendments to the Regulations of the General Meeting of the Company. 2) In Resolution No. 5/2013, it was erroneously stated that the adopted resolution concerned adoption of the uniform text of the Regulations of the General Meeting of the Company instead of amendments to the Regulations of the General Meeting of the Company, 3) In Resolution No. 4/2013 it was erroneously stated that the resolution was adopted by the Ordinary General Meeting instead of Extraordinary General Meeting. 4) Appendices to Resolutions No. 4/2013 and No. 5/2013 were not enclosed. Therefore, the current report shall read as follows: Resolution No. 1/12/2013 of the Extraordinary General Meeting of of 3 December 2013 concerning: election of the Chairman of the Meeting 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, hereby resolves to appoint Ms Justyna Kieza the Chairman of the Extraordinary General Meeting. 2. The Resolution shall become effective on the date of its adoption.
The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 71.9% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 concerning: adoption of the agenda Resolution No. 2/12/2013 of the Extraordinary General Meeting of of 3 December 2013 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, hereby resolves to adopt the following agenda of the Meeting: 1. Opening of the General Meeting. 2. Election of the Chairman of the General Meeting. 3. Ascertainment of correctness of convening the General Meeting and its capability to adopt binding resolutions. 4. Adoption of the agenda of the General Meeting. 5. Adoption of a resolution on amendments to the Articles of Association. 6. Adoption of a resolution on adoption of the uniform text of the Articles of Association. 7. Adoption of a resolution on amendments to the uniform text of the Regulations of the General Meeting of Shareholders of the Company. 8. Adoption of resolutions on election of members of the Supervisory Board. 9. Closing of the General Meeting. 2. The Resolution shall become effective on the date of its adoption. The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 71.9% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 Resolution No. 3/12/2013 of the Extraordinary General Meeting of of 3 December 2013 concerning: amendments to the Articles of Association 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, acting pursuant to Article 430 of the Commercial Companies Code, hereby makes the following amendments to the Articles of Association: 1) In 6 para. 1 of the Articles of Association the words in words: shall be deleted.
2) 6 para. 5 and 6 of the Articles of Association with wording (deleted) shall be deleted. 3) 11 and 12 of the Articles of Association with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 13 shall become the new 11, 14 12, 15 13, 16 14 and 17 15. 4) The reference in 17 para. 2 item 6 ( 15 para. 2 item 6 according to the new numbering the updated editorial units of the Articles of Association hereinafter shall be written in square brackets next to the current numbers of editorial units) to 24 para. 2 items 2 and 3 shall be changed to reference to 21 para. 2 items 2 and 3. 5) The reference in 17 para. 2 item 7 [ 15 para. 2 item 7] to 24 para. 2 items 1 and 2 shall be changed to reference to 21 para. 2 items 1 and 2. 6) The contents of the current 18 shall be transferred to 17 para. 3 [ 15 para. 3]. In view of the transfer of the contents of the current 18 to 17 para. 3 [ 15 para. 3], the numbering of further editorial units shall be updated in such a way that 19 shall become 16, 20 17 and so on up to 30 inclusive, which shall become 27. 7) The reference in 18 [ 17 para. 3] to 17 para. 2 item 5 shall be changed to reference to 15 para. 2 item 5. 8) In 19 para. 1 [ 16 para. 1] the number of Members of the Management Board expressed in words shall be added and this editorial unit shall read as follows: The Management Board of the Company shall be composed of 1 (one) to 6 (six) members, including the President of the Management Board.. 9) In 19 para. 2 [ 16 para. 2] the length of the term of office of Members of the Management Board expressed in words shall be added and this editorial unit shall read as follows: Members of the Management Board shall be appointed for a joint term of office of 3 (three) years.. 10) 19 para. 3 of the Articles of Association [ 16 para. 3] in the wording: The new three-year term of office shall begin on the date of the General Meeting approving the financial statements of the Company for 2006. shall be deleted. 11) 20 para. 1 of the Articles of Association [ 17 para. 1] shall read as follows: Members of the Management Board, including the President and Vice President of the Management Board, shall be appointed and dismissed by the Supervisory Board. 12) The reference in 22 para. 2 [ 19 para. 2] to 21 shall be changed to reference to 18. 13) The current 24 para. 1 item 7 [ 21 para. 1 item 7] shall read as follows: approval of annual material and financial plans of the Company and of the Capital Group,. 14) The current 24 para. 1 item 10 [ 21 para. 1 item 10] with wording (deleted) shall read as follows: approval of establishment of branches of the Company within the meaning of the Act on Freedom of Economic Activity, required to be entered into the Register of Entrepreneurs of the National Court of Register,. 15) 24 para. 1 item 11 [ 21 para. 1 item 11] shall read as follows: allowing the Company to establish another company,.
16) 24 para. 1 item 12 [ 21 para. 1 item 12] shall be added and shall read as follows: expressing opinions on draft resolutions and motions for resolutions which shall be submitted by the Management Board to the General Meeting.. 17) The current 24 para. 2 [ 21 para. 2] shall read as follows: The powers of the Supervisory Board shall include consenting to the following activities of the Management Board: 1) acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property, 2) exercising rights or incurring liabilities by entering into one or more related transactions of total value exceeding PLN equivalent of EUR 150,000.00 (one hundred fifty thousand) within one business year, if they were not included in the annual material and financial plan approved by a resolution of the Supervisory Board, excluding trade agreements with customers and service providers, 3) granting guarantees and sureties and issuing bills of exchange by the Company, if the value of one or more related transactions exceeds PLN equivalent of EUR 150,000.00 (one hundred fifty thousand) within one business year, unless they were included in the annual material and financial plan approved by a resolution of the Supervisory Board.. 18) At the beginning of 24 para. 3 item 1 [ 21 para. 3 item 1], in front of the word suspension, the expression appointment, dismissal and shall be added. 19) In 24 para. 4 [ 21 para. 4] the word amicable shall be replaced with the word bankruptcy and the word arrangement shall be replaced with the word reorganisation. 20) In 26 para. 1 [ 23 para. 1] the number of Members of the Supervisory Board expressed in words shall be added and this editorial unit shall read as follows: The Supervisory Board shall be composed of 5 (five) to 7 (seven) members appointed by the General Meeting.. 21) In 26 para. 2 [ 23 para. 2] the length of the term of office of Members of the Supervisory Board expressed in words shall be added and this editorial unit shall read as follows: Members of the Supervisory Board shall be appointed for a joint term of office of 3 (three) years.. 22) In 26 para. 3 [ 23 para. 3] the word Code shall be deleted. 23) In 28 para. 2 and para. 3 [ 25 para. 2 and 3, respectively], in front of the words the General Meeting the word holding shall be added. 24) The expression who will present a detailed agenda shall be deleted from 28 para. 4 [ 25 para. 4]. 25) The first sentence in 29 para. 1 [ 26 para. 1] shall be changed and shall read as follows: To effectively convene a meeting of the Supervisory Board it is necessary to notify all members of the Supervisory Board in writing, by fax or by electronic means at least 7 days before the meeting of the Board.. 26) The current contents of 30 para. 1 [ 27 para. 1] shall be replaced with the following wording: The Supervisory Board shall adopt resolutions by an absolute majority of votes in the presence of at least half of the Members of the Supervisory Board. In case of equal number of votes, the Chairman of the Supervisory Board shall have the casting vote. All Members of the Supervisory Board must be notified about the meeting pursuant to 26 or otherwise the resolutions of the Board shall be null and void..
27) In 30 para. 3 [ 27 para. 3] the word below shall be added in front of the word provisions. 28) The current contents of 30 para. 4 [ 27 para. 4] shall be replaced with the following wording: Resolutions of the Supervisory Board may be adopted without holding a meeting, in a special procedure, i.e.: a) by circulation individual Members of the Supervisory Board shall cast votes by signing the resolution, b) in writing each member of the Supervisory Board shall cast votes by signing under the text of the proposed resolution and stating that he/she is for, against or abstaining ; the text of the resolution signed in such a way shall be submitted to the Chairman of the Supervisory Board or, in his/her absence the Vice-Chairman. c) by means of direct long-distance communication by casting a vote with no need to submit a copy of signed resolution.. 29) A second sentence shall be added in 30 para. 5 [ 27 para. 5], which shall read as follows: Casting written votes cannot be applied to the issues that have been included in the agenda during the meeting of the Supervisory Board.. 30) 30 para. 6 [ 27 para. 6] shall read as follows: Resolutions adopted according to the procedure specified in para. 4 shall be presented at the next meeting of the Supervisory Board, together with the voting results.. 31) 30 para. 7 [ 27 para. 7] shall read as follows: Voting on resolutions according to the procedure specified in para. 4 and 5 shall not apply to election of the Chairman and Vice-Chairman of the Supervisory Board, appointment of a member of the Management Board, as well as dismissal and suspension from duties of such persons.. 32) 30 para. 8 [ 27 para. 8] shall be added and shall read as follows: The decision to apply the procedure referred to in para. 4 shall be taken by the Chairman of the Supervisory Board or, in his/her absence, the Vice-Chairman of the Supervisory Board. If at least one Member of the Supervisory Board raises an objection to voting outside the meeting, the voting on the particular matter should be held at the next meeting of the Supervisory Board.. 33) 31 of the Articles of Association with wording (deleted) shall be deleted and the numbering of the subsequent editorial unit shall be changed in such a way that the current 32 shall become the new 28. The references to the changed editorial unit shall be updated in the contents of the Articles of Association. 34) After 32 [ 28], a new editorial unit shall be added 29 of the Articles of Association according to the new numbering, which shall read as follows: 1. The Supervisory Board may appoint standing or ad hoc committees, acting as collegial advisory and opinion-forming bodies of the Supervisory Board. 2. In particular, the following standing committees shall operate within the Supervisory Board: a) the Audit Committee, in particular competent for supervision of financial reporting of the Company and the process of auditing financial statements of the Company, b) the Remuneration Committee, in particular competent for supervision of the manner and form of remunerating the Members of the Management Board..
At the same time the subsequent editorial units shall be updated in such a way that the current 33 shall become 30 according to the new wording of the Articles of Association, while 34 31. 35) 33 para. 6 [ 30 para. 6] shall be added and shall read as follows: The General Meeting may adopt its regulations specifying in detail the procedures for organising and conducting meetings.. 36) The current 35 and 36 with wording ( deleted ) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 37 shall become 32, while 38 33. 37) The current 39 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 40 shall become 34, 41 35, 42 36, 43 37, 44 38. 38) The current 43 para. 1 item 4 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that 43 para. 1 item 5 [ 37 para. 1 item 5] shall become 43 para. 1 item 4 [ 37 para. 1 item 4], 43 para. 1 item 6 [ 37 para. 1 item 6] 43 para. 1 item 5 [ 37 para. 1 item 5], 43 para. 1 item 7 [ 37 para. 1 item 7] 43 para. 1 item 6 [ 37 para. 1 item 6]. 40) 43 para. 2 item 2 [ 37 para. 2 item 2] shall be changed and shall read as follows: determination of the manner and the amount of the remuneration of the Supervisory Board members.. 41) 43 para. 3 [ 37 para. 3] shall be added and shall read as follows: Acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property shall not require a resolution of the General Meeting. 42) The current 44 para. 1 [ 38 para. 1] shall be changed and shall read as follows: Draft resolutions and motions for resolutions submitted by the Management Board to the General Meeting should be submitted together with justification of the Management Board.. 43) The current 45 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 46 shall become 39, 47 40, 48 41, 49 42, 50 43, 51 44, 52 45. 44) The word individual shall be added in front of the words financial statements in 49 items 1 and 2 [ 42 items 1 and 2]. 45) 49 item 4 [42 item 4] shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 49 item 5 [ 42 item 5] shall become 49 item 4 [ 42 item 4], 49 item 6 [ 42 item 6] 49 item 5 [ 42 item 5], 49 item 7 [ 42 item 7] 49 item 6 [ 42 item 6] and 49 item 8 [ 42 item 8] 49 item 7 [ 42 item 7]. 46) The current 49 item 8 [42 item 7] shall be changed and shall read as follows: prepare the documents specified in items 1 and 4, the opinions and reports of the statutory auditor, and report of the Supervisory Board referred to in 21 para. 1 item 4 by the end of the fifth month after the balance sheet date.. 2. The Resolution shall become effective on the date of its adoption.
The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 71.9% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 Resolution No. 4/12/2013 of the Extraordinary General Meeting of of 3 December 2013 concerning: adoption of the uniform text of the Articles of Association. 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, taking into consideration the amendments made by Resolution No. 3/12/2013, hereby adopts the uniform text of the Articles of Association in the wording set out in Appendix No. 1 to this Resolution. 2. The Resolution shall become effective on the date of its adoption. Appendix uniform text of the Articles of Association. The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 79.1% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 Resolution No. 5/12/2013 of the Extraordinary General Meeting of of 3 December 2013 concerning: amendments to the Regulations of the General Meeting of the Company. 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, amends the Regulations of the General Meeting by giving them a new wording as set out in Appendix No. 2 to this Resolution, being at the same time the uniform text of the Regulations of the General Meeting. 2.
The Resolution shall become effective upon registration of the amendments to the Articles of Association, pursuant to Resolution No. 3/12/2013 of the Extraordinary General Meeting of PEKAES SA of 3 December 2013. Appendix the uniform text of the Regulations of the General Meeting of the Company. The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 71.9% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 Resolution No. 6/12/2013 of the Extraordinary General Meeting of of 3 December 2013 concerning: election of a member of the Supervisory Board 1. The Extraordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, acting pursuant to 26 para. 1 of the Articles of Association, resolves to appoint Mr Łukasz Meissner a member of the Supervisory Board for a joint current term of office. 2. The Resolution shall become effective on the date of its adoption. The number of shares for which valid votes were cast: 21,945,410 Percentage of these shares in the share capital: 71.9% The total number of valid votes: 21,945,410 including: The number of votes for : 21,945,410 The number of votes against : 0 The number of votes abstaining : 0 Appendix No. 1 to Resolution No. 4/12/2013 the uniform text of the Articles of Association ARTICLES OF ASSOCIATION PEKAES SPÓŁKA AKCYJNA GENERAL PROVISIONS 1. The Company shall operate under the business name PEKAES Spółka Akcyjna. 2. The Company may use abbreviated business name. 1. The registered office of the Company shall be in the town of Błonie. 1 2
2. The Company shall operate in the Republic of Poland and abroad. 3. The Company may establish and run branches, units, offices, agencies and other organisational units, as well as participate in other companies and undertakings in the Republic of Poland and abroad. The Company s founders are the following: 3 1) Przedsiębiorstwo Międzynarodowych Przewozów Samochodowych PEKAES with registered office in Warsaw, 2) Towarzystwo Ubezpieczeń i Reasekuracji WARTA Spółka Akcyjna with registered office in Warsaw, 3) DAL Towarzystwo Handlu Międzynarodowego Spółka Akcyjna with registered office in Warsaw. The Company was established for an unspecified period of time. 4 THE SCOPE OF BUSINESS ACTIVITIES OF THE COMPANY 1. The Company s business activities include: 5 1) Other transportation agencies activities PKD 52.29.C, 2) Other professional, scientific and technical activities n.e.c. PKD 74.90.Z, 3) Freight transport by road PKD 49.41.Z, 4) Service activities incidental to land transportation PKD 52.21.Z, 5) Freight rail transport PKD 49.20.Z, 6) Sea and coastal freight water transport PKD 50.20.Z, 7) Sea transportation agencies activities PKD 52.29.A, 8) Service activities incidental to sea transportation PKD 52.22.A, 9) Freight air transport PKD 51.21.Z, 10) Service activities incidental to air transportation PKD 52.23.Z, 11) Cargo handling in sea ports PKD 52.24.A, 12) Cargo handling in other handling points PKD 52.24.C 13) Warehousing and storage of other goods PKD 52.10.B, 14) Organisation of conventions and trade shows PKD 82.30.Z, 15) Advertising agencies activities PKD 73.11.Z, 16) Publishing of journals and periodicals PKD 58.14.Z, 17) Other publishing activities 58.19.Z, 18) Hotels and similar accommodation PKD 55.10.Z, 19) Other accommodation PKD 55.90.Z, 20) Restaurants and other permanent food service activities PKD 56.10.A, 21) Other food service activities PKD 56.29.Z, 22) Rental and leasing of cars and light motor vehicles PKD 77.11.Z, 23) Rental and leasing of other motor vehicles, excluding motorcycles PKD 77.12.Z, 24) Rental and leasing of other machinery, equipment and tangible goods n.e.c. PKD 77.39.Z, 25) Wholesale and retail sale of other motor vehicles, excluding motorcycles PKD 45.19.Z, 26) Maintenance and repair of motor vehicles, excluding motorcycles PKD 45.20.Z, 27) Buying and selling of own real estate PKD 68.10.Z, 28) Rental and operating of own or leased real estate PKD 68.20.Z, 29) Sewage disposal and treatment PKD 37.00.Z, 30) Business and other management consultancy activities PKD 70.22.Z, 31) Activities of head offices and holding companies, excluding financial holding companies PKD 70.10.Z, 32) Manufacture of wooden containers PKD 16.24.Z, 33) Other postal and courier activities PKD 53.20.Z,
34) Other activities auxiliary to financial services, except insurance and pension funding PKD 66.19.Z, 35) Other activities auxiliary to insurance and pension funding PKD 66.29.Z, 36) Computer programming activities PKD 62.01.Z, 37) Computer consultancy activities PKD 62.02.Z, 38) Other information technology and computer service activities PKD 62.09.Z, 39) Other software publishing PKD 58.29.Z, 40) Computer facilities management activities PKD 62.03.Z, 41) Data processing, hosting and related activities PKD 63.11.Z, 42) Web portals PKD 63.12.Z, 43) Sound recording and music publishing activities PKD 59.20.Z, 44) Repair and maintenance of machinery PKD 33.12.Z, 45) Repair and maintenance of computers and peripheral equipment PKD 95.11.Z, 46) Activities of employment placement agencies PKD 78.10.Z, 47) Other business support service activities n.e.c. PKD 82.99.Z, 48) Collection of non-hazardous waste PKD 38.11.Z, 49) Accounting, bookkeeping and auditing activities; tax consultancy PKD 69.20.Z, 50) Combined office administrative service activities PKD 82.11.Z, 51) Photocopying, document preparation and other specialised office support activities PKD 82.19.Z., 52) Retail sale of fuel for motor vehicles in fuel stations PKD 47.30.Z, 53) Retail trade of motor vehicle parts and accessories, excluding motorcycles PKD 45.32.Z, 54) Retail sale of bread, cakes, flour confectionery and sugar confectionery in specialised stores PKD 47.24.Z, 55) Retail sale of alcoholic and non-alcoholic beverages in specialised stores PKD 47.25.Z, 56) Retail sale of tobacco products in specialised stores PKD 47.26.Z, 57) Other retail sale of food in specialised stores PKD 47.29.Z, 58) Wholesale of fuels and related products 46.71.Z, 59) Wholesale of chemical products 46.75.Z. 2. Any material change in the scope of business activities of the Company may be made without buyout of shares if two thirds of votes are cast for the adoption of the resolution, in the presence of persons representing at least half of the share capital. CAPITALS 6 1. The Company s share capital is PLN 30,520,870.00 (thirty million five hundred twenty thousand eight hundred seventy zloty) and is divided into 30,520,870 common bearer shares of value 1 (one) zloty each, issued consecutively as B to K series shares. 2. All B, C, D, E, F, G, H, I, J and K series shares are fully paid-up. 3. The Company s shares may be registered shares or bearer shares. 4. The issues of shares shall be assigned with consecutive letters of the alphabet. 7 1. Registered shares and bearer shares may be redeemed. 2. The acquisition of shares by the Company for redemption as well as redemption of shares shall require separate resolutions of the General Meeting. 8 1. The share capital may be increased, by resolution of the General Meeting, by issuing new shares or by increasing the nominal value of shares. 2. The share capital may be increased by increasing the nominal value of shares only from Company s own funds.
9 The share capital may be decreased according to the applicable regulations. The Company s supplementary capital shall be created according to the applicable regulations. 10 THE COMPANY S GOVERNING BODIES The Company s governing bodies are the following: 1. the Management Board, 2. the Supervisory Board, 3. the General Meeting. 11 12 Subject to the absolutely mandatory provisions of the Commercial Companies Code and provisions of the Articles of Association, the resolutions of the Company s governing bodies shall be adopted by an absolute majority of votes, understood as more votes cast for than the total number of votes cast against and abstaining. A. THE MANAGEMENT BOARD 13 1. The Management Board shall manage the Company s affairs and represent the Company in all court and out-of-court activities. 2. All Company's matters that are not reserved by the provisions of law or provisions of the Articles of Association for the General Meeting or for the Supervisory Board shall be decided on by the Management Board. 14 1. Statements on behalf of the Company should be made at least by two members of the Management Board acting jointly or one member of the Management Board with a commercial proxy. 2. In case of a one-person Management Board, the only member of the Management Board shall be entitled to make statements on behalf of the Company. 3. The operational rules of the Management Board shall be specified in the regulations adopted by the Management Board and approved by the Supervisory Board. 15 1. Resolutions of the Management Board shall be required in case of all maters beyond the scope of ordinary activities of the Company. 2. In particular, resolutions shall be adopted by the Management Board as regards: 1) the Regulations of the Management Board, 2) Organisational Regulations of the Company, 3) establishment and dissolution of branches, 4) taking credits and loans, 5) adopting annual material and financial plans and strategic long-term plans,
6) granting guarantees and sureties and issuing bills of exchange by the Company, subject to 21 para. 2 items 2 and 3, 7) exercising rights or incurring liabilities of value equal to or exceeding PLN equivalent of EUR 50,000.00, subject to the provisions of 21 para. 2 items 1 and 2, 8) matters to be submitted by the Management Board to the Supervisory Board and the General Meeting for consideration. Submission of these matters shall require a justification of the Management Board. 3. Development of the plans referred to in 15 para. 2 item 5 and submission of them to the Supervisory Board for opinion or approval shall be the duty of the Management Board. 16 1. The Management Board of the Company shall be composed of 1 (one) to 6 (six) members, including the President of the Management Board. 2. Members of the Management Board shall be appointed for a joint term of office of 3 (three) years. 17 1. Members of the Management Board, including the President and Vice-President of the Management Board, shall be appointed and dismissed by the Supervisory Board. 2. Each member of the Management Board may be dismissed or suspended from duties by the General Meeting. 3. A member of the Management Board shall submit his/her resignation to the Supervisory Board in writing. 18 1. The rules and the amount of remuneration of members of the Management Board shall be determined by a resolution of the Supervisory Board. 2. The Supervisory Board shall conclude all agreements with members of the Management Board, determining their contents by a resolution and at the same time appointing a person authorised to conclude agreements with members of the Management Board. 19 1. The Company shall be the employer within the meaning of the Labour Code. 2. The activities under the Labour Law shall be performed by the Management Board, subject to the provisions of 18. B. THE SUPERVISORY BOARD The Supervisory Board shall exercise permanent supervision over all activities of the Company. 20 21 1. The powers of the Supervisory Board shall include: 1) assessment of the Management Board s report on the Company s activities and the financial statements for the previous business year regarding their compliance with books, documents and facts, 2) assessment of the Management Board s report on the Capital Group s activities and the group s consolidated financial statements for the previous business year, 3) assessment of the Management Board s motions concerning distribution of profit or coverage of loss, 4) submission to the General Meeting of a written report on the results of the activities referred to in items 1), 2) and 3), 5) appointment of a statutory auditor responsible for auditing the financial statements,
6) approval of the Company s long-term strategic plans, 7) approval of annual material and financial plans of the Company and of the Capital Group, 8) adoption of the regulations specifying in detail the operational rules of the Supervisory Board, 9) approval of the Regulations of the Management Board of the Company; 10) approval of establishment of branches of the Company within the meaning of the Act on Freedom of Economic Activity, required to be entered into the Register of Entrepreneurs of the National Court of Register, 11) allowing the Company to establish another company, 12) expressing opinions on draft resolutions and motions for resolutions which shall be submitted by the Management Board to the General Meeting. 2. The powers of the Supervisory Board shall include consenting to the following activities of the Management Board: 1) acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property, 2) exercising rights or incurring liabilities by entering into one or more related transactions of total value exceeding PLN equivalent of EUR 150,000.00 (one hundred fifty thousand) within one business year, if they were not included in the annual material and financial plan approved by a resolution of the Supervisory Board, excluding trade agreements with customers and service providers, 3) granting guarantees and sureties and issuing bills of exchange by the Company, if the value of one or more related transactions exceeds the equivalent of EUR 150,000.00 (one hundred fifty thousand) in PLN within one business year, unless they were included in the annual material and financial plan approved by a resolution of the Supervisory Board. 3. Additionally, the Supervisory Board shall be responsible in particular for: 1) appointing, dismissing and suspending from duties members of the Management Board, 2) delegating members of the Supervisory Board to temporarily perform duties of the members of the Management Board who are unable to perform their duties, 3) determining the rules and the amount of the remuneration of members of the Management Board, 4) allowing members of the Management Board to hold positions in governing bodies of other companies. 4. Assumption, acquisition or disposal of shares or interests in other companies shall require an approval of the Supervisory Board, except when such shares or interests are assumed, acquired or disposed under bankruptcy or reorganisation proceedings in relation to the Company s receivables. 5. The procedure of voting by the Company s representatives in governing bodies of subsidiaries shall require a prior approval by way of a resolution of the Supervisory Board if the voting concerns the following: 1) amendment to the articles of association or deed of incorporation, 2) increase or decrease in the share capital; 3) merger, transformation or division of the company, 4) disposal of shares or interests in the company, 5) disposal and lease of the company s enterprise or its organised part and establishing a limited property right thereon, as well as acquisition or disposal of real property or share in the real property if their value exceeds PLN equivalent of EUR 50,000.00. 6) dissolution and liquidation of the company. 22 1. The Supervisory Board may appoint its individual members to independently perform particular supervising activities specifying the date, detailed conditions and scope of the supervising activities. 2. The appointed member of the Supervisory Board is obliged to submit to the Supervisory Board a written report of the performed activities. 3. 23
1. The Supervisory Board shall be composed of 5 (five) to 7 (seven) members appointed by the General Meeting. 2. Members of the Supervisory Board shall be appointed for a joint term of office of 3 (three) years. 3. At least two members of the Supervisory Board should meet the criteria for independence from the Company and entities significantly affiliated to the Company in the meaning of the Best Practices for WSE Listed Companies. 4. The conditions set forth in para. 3 must be met throughout the entire term of office. The member who did not meet or ceased to meet the above-mentioned conditions shall be dismissed without delay. 24 1. At the first meeting of the Supervisory Board, its members shall elect from among themselves the Chairman and Vice-Chairman of the Board. 2. Meetings of the Supervisory Board shall be chaired by its Chairman, and in his/her absence the Vice-Chairman. 3. Statements addressed to the Supervisory Board in between meetings shall be submitted to the Chairman of the Supervisory Board or, if it is not possible, to the Vice-Chairman of the Board. 25 1. Meetings of the Supervisory Board shall be convened when necessary but at least three times per business year. 2. The first meeting of the Supervisory Board of the new term of office shall be held not later than within 14 days from the date of holding the General Meeting. 3. The first meeting of the Supervisory Board of the new term of office shall be convened by the Chairman of the Supervisory Board of the previous term of office within one week from the date of holding the General Meeting, unless a resolution of the General Meeting provides otherwise. In case a meeting is not convened according to this procedure, the meeting of the Supervisory Board shall be convened by the Management Board. 4. Meetings of the Supervisory Board shall be convened by the Chairman of the Board and in his/her absence by the Vice-Chairman. 5. A meeting of the Supervisory Board shall be convened at the request of each member of the Supervisory Board or upon a motion of the Management Board. 6. Meetings of the Supervisory Board shall be minuted. 26 1. To effectively convene a meeting of the Supervisory Board it is necessary to notify all members of the Supervisory Board in writing, by fax or by electronic means at least 7 days before the meeting of the Board. For important reasons the Chairman of the Supervisory Board may reduce this period down to 2 days specifying the way of delivering the notice. Notices shall be delivered to the post address, e-mail address or to the fax number provided by a given member of the Supervisory Board. 2. In the notice of a meeting of the Supervisory Board the Chairman shall specify the date, place and detailed draft agenda of the meeting. 3. The proposed agenda may be changed if all members of the Board are present at the meeting and none of them raises any objection to the agenda. 27 1. The Supervisory Board shall adopt resolutions by an absolute majority of votes in the presence of at least half of the Members of the Supervisory Board. In case of equal number of votes, the Chairman of the Supervisory Board shall have the casting vote. All Members of the Supervisory Board must be notified about the meeting pursuant to 26 or otherwise the resolutions of the Board shall be null and void. 2. The Supervisory Board shall adopt resolutions by open vote.
3. Secret voting shall be ordered upon a motion of a member of the Supervisory Board and in case of personnel matters. In case of ordering a secret voting, the provisions of para. 4 and 5 below shall not apply. 4. Resolutions of the Supervisory Board may be adopted without holding a meeting, in a special procedure, i.e.: a) by circulation individual Members of the Supervisory Board shall cast votes by signing the resolution, b) in writing each member of the Supervisory Board shall cast votes by signing under the text of the proposed resolution and stating that he/she is for, against or abstaining ; the text of the resolution signed in such a way shall be submitted to the Chairman of the Supervisory Board or, in his/her absence the Vice-Chairman. c) by means of direct long-distance communication by casting a vote with no need to submit a copy of signed resolution. Adoption of a resolution according to this procedure needs to be justified and requires a prior submission of the draft resolution to all members of the Supervisory Board. 5. A member of the Supervisory Board may participate in adopting resolutions, by casting their votes in writing, through another member of the Supervisory Board. Casting written votes cannot be applied to the issues that have been included in the agenda during the meeting of the Supervisory Board. 6. Resolutions adopted according to the procedure specified in para. 4 shall be presented at the next meeting of the Supervisory Board, together with the voting results. 7. Voting on resolutions according to the procedure specified in para. 4 and 5 shall not apply to election of the Chairman and Vice-Chairman of the Supervisory Board, appointment of a member of the Management Board, as well as dismissal and suspension from duties of such persons. 8. The decision to apply the procedure referred to in para. 4 shall be taken by the Chairman of the Supervisory Board or, in his/her absence, the Vice-Chairman of the Supervisory Board. If at least one Member of the Supervisory Board raises an objection to voting outside the meeting, the voting on the particular matter should be held at the next meeting of the Supervisory Board. 28 1. Members of the Supervisory Board shall exercise their rights and perform their duties in person. 2. Participation in meetings of the Supervisory Board shall be a duty of a member of the Supervisory Board. In case of absence, a member of the Supervisory Board shall explain the reasons for his/her absence in writing. The explanation of absence of a member of the Supervisory Board shall be justified by a resolution of the Supervisory Board. 3. The rules and the amount of remuneration of members of the Supervisory Board shall be determined by the General Meeting. 4. Members of the Supervisory Board shall be entitled to reimbursement of costs relating to their participation in the work of the Supervisory Board. 29 1. The Supervisory Board may appoint standing or ad hoc committees, acting as collegial advisory and opinion-forming bodies of the Supervisory Board. 2. In particular, the following standing committees shall operate within the Supervisory Board: a) the Audit Committee, in particular competent for supervision of financial reporting of the Company and the process of auditing financial statements of the Company, b) the Remuneration Committee, in particular competent for supervision of the manner and form of remunerating the Members of the Management Board. C. THE GENERAL MEETING 30 1. The General Meeting shall be convened by the Management Board of the Company on its own initiative or at the request of a shareholder or shareholders referred to in para. 4 below.
2. The Supervisory Board shall be entitled to convene an Ordinary General Meeting if the Management Board fails to convene such a meeting within the time period determined by the provisions of law or in these Articles of Association, and an Extraordinary General Meeting if the Supervisory Board considers it necessary. 3. Shareholders representing at least one half of the share capital or at least one half of the total number of votes in the Company may convene an Extraordinary General Meeting. The shareholders shall appoint the chairman of such a Meeting. 4. A shareholder or shareholders representing at least one twentieth of the share capital of the Company may request to convene an Extraordinary General Meeting and to include particular items in the agenda of the Meeting. A request for convening an Extraordinary General Meeting should be submitted to the Management Board in writing or in an electronic form. 5. The Extraordinary General Meeting shall be convened within two weeks from the date of submitting the request referred to above. 6. If the Extraordinary General Meeting is not convened within the time limit specified in para. 4 sentence 3 above, the registry court may authorise the shareholders who have submitted such a request to convene the Extraordinary General Meeting. The court shall appoint the chairman of such a Meeting. 7. The General Meeting may adopt its regulations specifying in detail the procedures for organising and conducting meetings. 31 General Meetings shall be held in the Company s registered office in Warsaw. 32 The General Meeting shall adopt resolutions irrespective of the number of shares represented at the Meeting. 33 One share shall entitle to one vote at the General Meeting. 34 The General Meeting shall vote in an open ballot. Secret ballot shall be ordered in case of election of members of the Company s governing bodies or the Company s liquidator and in case of a motion for dismissal of members of the Company s governing bodies or liquidators, holding them liable, as well as in personnel matters. Furthermore, secret ballot shall be ordered at the request of at least one of the shareholders present or represented at the General Meeting. 35 The Ordinary General Meeting shall be convened annually by the Management Board. It shall be held within the first six months after the end of a business year. 36 The following issues should be discussed at the Ordinary General Meeting: 1) examination and approval of the financial statements for the previous business year and the Management Board s report on the Company s activities, 2) acknowledgement of the fulfilment of duties by members of the governing bodies of the Company, 3) distribution of profit or coverage of loss, 4) determination of the dividend record date and dividend payment date.
37 1. Resolutions of the General Meeting shall be required for the following matters pertaining to the Company's assets: 1) disposal and lease of the enterprise of the Company or its organized part and establishing a limited property right thereon, 2) increase and decrease of the Company s share capital, 3) issue of any type of bonds, 4) formation, use and dissolution of reserve capitals, 5) use of supplementary capital, 6) decisions concerning claims for compensation of damage done during establishment of the Company or exercising management or supervisory functions. 2. In addition, resolutions of the General Meeting shall be required in the following cases: 1) merger, transformation or division of the Company, 2) determination of the manner and the amount of the remuneration of the Supervisory Board members. 3. Acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property shall not require a resolution of the General Meeting. 38 1. Draft resolutions and motions for resolutions submitted by the Management Board to the General Meeting should be submitted together with justification of the Management Board. 2. The requirements set out in para. 1 shall not apply to draft resolutions and motions put forward during the General Meeting. COMPANY S ACCOUNTING 39 The business year of the Company shall be the calendar year. 40 The Company s accounting records shall be kept in accordance with the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS) and for matters not covered by the above standards in accordance with the provisions of the Accounting Act. 41 1. The Company shall form the following capitals and funds: 1) share capital, 2) supplementary capital, 3) revaluation reserve, 4) other reserve capitals, 5) company social contribution fund. 2. The Company may form and dissolve, by a resolution of the General Meeting, other capitals to cover special losses or expenditure at the beginning of and during the business year. 42 The Management Board of the Company is obliged to: 1) prepare individual financial statements and report on the Company s activities for the previous business year within three months from the balance sheet date, 2) have the individual financial statements audited by a statutory auditor,
3) submit to the Supervisory Board for assessment the documents specified in item 1, together with the opinion and report of the statutory auditor, 4) prepare consolidated financial statements and report on the Capital Group s activities for the previous business year within 3 months from the balance sheet date, 5) have the consolidated financial statements audited by a statutory auditor, 6) submit to the Supervisory Board for assessment the documents specified in item 5, together with the opinion and report of the statutory auditor, 7) prepare the documents specified in items 1 and 4, opinions and reports of the statutory auditor, and report of the Supervisory Board referred to in 21 para. 1 item 4, by the end of the fifth month after the balance sheet date. 43 1. The General Meeting may assign part of the profit for: 1) dividend for the shareholders, 2) other capitals and funds, 3) other purposes. 2. Upon adoption of a resolution on profit distribution, the General Meeting may decide to pay dividend in the amount higher than the profit referred to in para. 1 but not in excess of the amount provided for in the relevant provisions of the Commercial Companies Code. 3. The Management Board shall announce the dividend payment date in a current report and on the Company s website. PUBLICATION PROVISIONS 44 1. The Company s General Meeting shall be convened by announcement placed on the Company s website and included in a current report according to the provisions of law on public offering and conditions of introducing financial instruments to organised trading and on public companies. Any other announcements shall be published by the Company according to the applicable provisions of law, and in particular according to the Commercial Companies Code and the provisions of these Articles of Association. 2. After entering the amendments made to the Articles of Association into the Register of Entrepreneurs, the Management Board of the Company shall place the updated uniform text of the Articles of Association on the Company s website. 3. The Management Board of the Company shall submit to the register court having jurisdiction over the Company s registered office the annual financial statements, opinion of the statutory auditor, copy of the General Meeting s resolution regarding the approval of the financial statements and profit distribution or coverage of loss, and the report on the Company s activities within fifteen days from the date of approval of the financial statements of the Company by the General Meeting. If the financial statements have not been approved within six months from the balance sheet date, they shall be submitted within fifteens days thereafter. FINAL PROVISIONS 45 1. The Company s liquidators shall be members of the Management Board of the Company, unless a resolution of the General Meeting provides otherwise. 2. The assets remaining after satisfying or securing creditors shall be distributed among the shareholders.
Appendix No. 2 to Resolution No. 5/12/2013 the uniform text of the Regulations of the General Meeting of the Company. REGULATIONS OF THE GENERAL MEETING Whenever these Regulations refer to: GENERAL PROVISIONS 1 1) Shareholder it shall be understood as the holder of shares in and the Participant if placed on the attendance list of shareholders, 2) Best Practices for WSE Listed Companies it shall be understood as a set of rules of conduct of public companies, addressed to a public company, its bodies the management board and the supervisory board, and the shareholders, adopted by the Board of Giełda Papierów Wartościowych S.A. w Warszawie (Warsaw Stock Exchange WSE), 3) CCC it shall be understood as the act of 15 September 2000 Commercial Companies Code (Journal of Laws of 2013, No. 1030, uniform text as amended), 4) President it shall be understood as the President of the Management Board of, 5) Chairman it shall be understood as the Chairman of the General Meeting of, 6) Supervisory Board or the Board it shall be understood as the Supervisory Board of, 7) Regulations it shall be understood as these Regulations of the General Meeting of PEKAES SA, 8) Company it shall be understood as, 9) Articles of Association it shall be understood as the Articles of Association of, 10) Participant it shall be understood as any person holding shares of the Company and being placed on the attendance list of shareholders, 11) Act on Public Offering it shall be understood as the Act on Public Offering and Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (Journal of Laws of 2009, No. 185, item 1439, uniform text), 12) Management Board it shall be understood as the Management Board of, 13) Meeting or General Meeting it shall be understood as the Ordinary or Extraordinary General Meeting of. 2 The Regulations specify the organisation, rules of procedure and principles for adoption of resolutions by the General Meeting of the Company. 3 The General Meeting of shall be convened as Ordinary or Extraordinary and shall be held in accordance with the applicable provisions of law, provisions of the Articles of Association and these Regulations with regard to the provisions of the Best Practices for WSE Listed Companies. CONVOCATION OF AND PARTICIPATION IN THE GENERAL MEETING 4 1. General Meetings shall be held at the registered office of the Company or in Warsaw, at the venue and at the time specified by the Company's Management Board, or in case the General Meeting is convened by another entity respectively, by the Supervisory Board, by the