General Meeting of Shareholders

The business of the Ordinary General Meeting is:

1. considering and approving the financial statements for the previous financial year and the report of the Management Board on the activity of the Company,
2. granting discharge to the members of the bodies of the Company,
3. the distribution of profit or the coverage of loss,
4. moving the dividend date or paying the dividend in instalments.

A resolution of the General Meeting is required for:

1. suspending members of the Management Board,
2. setting the rules of remuneration for the members of the Management Board and of the Supervisory Board and setting their individual remuneration.
3. setting the maximum total cost of the remuneration of all advisers to the Supervisory Board that the Company may bear in a financial year.

A resolution of the General Meeting is required for the following matters concerning the property of the Company:

1. the disposal and lease of the enterprise of the Company or of an organised part of it, and the creation of a limited property right over them,
2. consenting to the acquisition and disposal of a property or a right of perpetual usufruct, or of a share in a property or in a right of perpetual usufruct,
3. the disposal of fixed assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, tangible fixed assets or long-term investments, including their contribution to a company or a cooperative, where the market value of those assets is above 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, and also making those assets available to another party for more than 180 days in a calendar year under a legal act, where the market value of the subject of that act is above 2% of total assets, it being understood that, for making assets available in the case of:
   a) tenancy, lease and other agreements under which an asset is made available to another party for consideration – the market value of the subject of the legal act means the value of the consideration for:
   – one year – where the asset was made available under an agreement concluded for an indefinite term,
   – the whole term of the agreement – in the case of agreements concluded for a fixed term,
   b) loan-for-use agreements and other agreements under which an asset is made available to another party free of charge – the market value of the subject of the legal act means the equivalent of the consideration that would be due had a tenancy or lease agreement been concluded, for:
   – one year – where the asset is made available under an agreement concluded for an indefinite term,
   – the whole term of the agreement – in the case of agreements concluded for a fixed term, subject to point 2),
4. the acquisition of fixed assets within the meaning of the Accounting Act of 29 September 1994 with a value above PLN 200,000.00 or 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, subject to point 2),
5. taking up or acquiring shares in another company with a value above PLN 200,000.00 or 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, and disposing of shares in another company with a market value above PLN 200,000.00 or 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements,
6. determining how the voting right is exercised at the General Meeting or the Shareholders’ Meeting of companies in which the Company is the parent within the meaning of the Act of 15 September 2000, the Commercial Companies Code, in matters of:
   a) the formation of another company by the company,
   b) amendment of the statute or articles of association and of the business of the company,
   c) the merger, transformation, division, dissolution and liquidation of the company,
   d) an increase or reduction of the share capital of the company,
   e) the disposal or lease of the enterprise of the company or of an organised part of it, and the creation of a limited property right over them,
7. the Company entering into a credit, loan, surety or other similar agreement with a member of the Management Board or of the Supervisory Board, a commercial proxy or a liquidator, or for the benefit of any of those persons,
8. increasing and reducing the share capital of the Company,
9. the redemption of shares and the terms of that redemption,
10. the issue of bonds of any kind,
11. the acquisition of own shares in the case set out in art. 362 § 1(2) of the Commercial Companies Code,
12. the compulsory buy-out of shares under art. 418 of the Commercial Companies Code,
13. the creation, use and winding-up of reserve capital and special-purpose funds,
14. the use of the supplementary capital,
15. decisions on claims for damage caused when the company was formed or in the course of management or supervision.

A resolution of the General Meeting is also required for:

1. the merger, transformation and division of the Company,
2. the formation of another company by the Company,
3. amendment of the Statute and of the business of the Company,
4. the dissolution and liquidation of the Company.