AGM Information • Jun 26, 2023
AGM Information
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The Management Board of Agora S.A. with its registered seat in Warsaw ("the Company", "Agora S.A.") hereby announces resolutions adopted by the Ordinary General Meeting of Shareholders ("the General Meeting") convened for June 26, 2023 at 10:00 a.m., held at the Company's registered seat in Warsaw at 8/10 Czerska Street.
Pursuant to Article 409 § 1 of the Commercial Companies Code and § 6, item 3.1. of the By-laws of the General Meeting, the General Meeting hereby elects Mr Paweł Moskwa to chair the General Meeting."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 779 212 were in favour of the resolution, 0 were against and 0 abstained.
Pursuant to § 10 item 2.1. of the By-laws of the General Meeting, the General Meeting hereby adopts the announced agenda."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 779 212 were in favour of the resolution, 0 were against and 0 abstained.
Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting has decided to appoint Mr Kamil Pałyska to the returning committee."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 779 212 were in favour of the resolution, 0 were against and 0 abstained.
Pursuant to § 8 item 2.2. of the By-laws of the General Meeting, the General Meeting has decided to appoint Mr Jarosław Wójcik to the returning committee."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 779 212 were in favour of the resolution, 0 were against and 0 abstained.
on reviewing and approving the annual separate financial statements of the Company for the year 2022 and the Management Report for the financial year 2022
Pursuant to the provisions of Article 393 item 1 and 395 § 2 item 1 of the Commercial Companies Code and § 13, section 1 of the Company's Statutes, in consideration of the result of the assessment of the annual separate financial statements for the financial year 2022 and the Management Report for 2022 by the Company's Supervisory Board, pursuant to Article 382 § 3 of the Commercial Companies Code, the General Meeting has decided to approve the separate financial statements for the financial year 2022 and the Management Report for the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on reviewing and approving the annual consolidated financial statements covering the Company and its subsidiaries and associates, and the Management Board's report on the activities of the Group in the financial year 2022
Pursuant to the provisions of Article 395 § 5 of the Commercial Companies Code and Article 63c. 4 of the Accounting Act, the General Meeting hereby resolves to approve the annual consolidated financial statements for 2022 comprising the Company, its subsidiaries and associates according to the regulations of the Accounting Act, and the Management Report for the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on covering the Company's loss for the year 2022
Pursuant to the content of Article 395 § 2.2 and taking into account presented by the Supervisory Board in acoordance with Article 382 § 3 of the Commercial Companies Code the result of the assessment of the Management Board's motion regarding the covering of the Company's net loss, the General Meeting hereby decides to cover the net loss of the Company in the amount of PLN 3,465,077.60 (in words: three million four hundred and sixty-five thousand seventy-seven zlotys and 60/00) in whole from the Company's supplementary capital."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 779 212 were in favour of the resolution, 0 were against and 0 abstained.
on approving the performance of duties by particular members of the Supervisory Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statute, the General Meeting has decided to approve the performance of duties by Andrzej Szlęzak, President of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Supervisory Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statute, the General Meeting has decided to approve the performance of duties by Dariusz Formela, Member of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Supervisory Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, the General Meeting has decided to approve the performance of duties by Tomasz Karusewicz, Member of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statute, the General Meeting has decided to approve the performance of duties by Wanda Rapaczynski, Member of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 47 896 222 valid votes were cast out of 30 769 822 shares, representing 66.05% of shares in statutory capital. Out of total amount of 47 896 222 of the valid votes, 47 864 466 were in favour of the resolution, 0 were against and 31 756 abstained.
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statute, the General Meeting has decided to approve the performance of duties by Tomasz Sielicki, Member of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, the General Meeting has decided to approve the performance of duties by Maciej Wiśniewski, Member of the Supervisory Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Bartosz Hojka, President of the Management Board, in the financial year 2022."
During the voting on the resolution 48 776 312 valid votes were cast out of 31 649 912 shares, representing 67.94% of shares in statutory capital. Out of total amount of 48 776 312 of the valid votes, 48 744 556 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Tomasz Jagiełło, Member of the Management Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 31 652 812 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Anna Kryńska-Godlewska, Member of the Management Board, in the financial year 2022.
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Tomasz Grabowski, Member of the Management Board, in the financial year 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Wojciech Bartkowiak, Member of the Management Board, for the period from April 21, 2022 to December 31, 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on approving the performance of duties by particular members of the Management Board in the financial year 2022
Pursuant to the provisions of Art. 395 § 2 item 3 of the Commercial Companies Code and § 13 section 1 of the Company's Statutes, in accordance with the recommendation by the Supervisory Board, the General Meeting has decided to approve the performance of duties by Agnieszka Siuzdak-Zyga, Member of the Management Board, for the period from January 1, 2022 to August 31, 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 48 747 456 were in favour of the resolution, 0 were against and 31 756 abstained.
on the assessment of the "Supervisory Board Report on Remuneration of particular members of the Management Board and Supervisory Board of Agora S.A. for 2022"
Acting on the basis of Article 90 (g). 6 of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments into the organized trading system and on public companies, the General Meeting hereby gives its positive opinion on the "Report on Remuneration of particular members of the Management Board and Supervisory Board of Agora S.A. for 2022."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 39 669 881 were in favour of the resolution, 9 109 331 were against and 0 abstained.
§ 13 of the Company's Statutes shall have additional point 3 in the following wording:
a) the disposal of part or all shares in the share capital of the subsidiaries for the benefit of which organized parts of the enterprise of the Company were disposed of, consisting of a set of tangible and intangible assets intended for:
4) running IT services for the Company and companies from the Agora capital group;
5) provision of support to the Company and companies from the Agora capital group in the areas of management of human resources;
6) provision of support to the Company and companies from the Agora capital group in the areas of accounting, bookkeeping, finance and taxation, and management and financial reporting;
7) maintenance, use and enjoyment of the Company's real estate located in Warsaw, at 8/10 Czerska Street and for maintenance of the fleet of Company's and Company subsidiaries' cars.
b) granting consent for voting by the Company during the general meetings of the subsidiaries as described in §13.3.a).1-7 of the Company's Statutes "for" resolution on the disposal of an enterprise or organized parts of the enterprise of the abovementioned subsidiaries.
c) granting consent for the amendment of the articles of association or statutes of each of the companies as described in §13.3.a).1-7 of the Company's Statutes concerning provisions on restrictions of disposal shares and enterprise or organized parts of the enterprise of the abovementioned subsidiaries."
The Company's Management Board will be obliged to undertake all and any actions required to register and amend the Company's Statutes based on this Resolution."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 40 108 061 were in favour of the resolution, 8 235 951 were against and 435 200 abstained.
on accepting the consolidated text of the Company's Statutes
In connection with the amendments to the Statutes adopted by the Annual General Meeting pursuant to Resolution No. 21, the Annual General Meeting of the Company has decided to adopt the consolidated text of the Company's Statutes in the following wording:
§ 1
The Company shall operate under the name of "AGORA Spółka Akcyjna", hereinafter referred to as the "Company".
The Company was created as a result of the transformation of a company under the name of "Agora - Gazeta", a limited liability company headquartered in Warsaw, entered into the Commercial Register under the number of RHB 25478, kept by the District Court for the capital city of Warsaw, XVI Economic Department.
§ 3
The Company's registered seat shall be in the capital city of Warsaw.
§ 4
The Company shall operate within the territory of Poland and abroad.
Within the territory of its operation, the Company may establish branch offices and other organizational units, establish companies and join existing companies, as well as participate in all organizational and legal arrangements permitted under law.
II. SCOPE OF BUSINESS
§ 5
(59.11.Z);
(59.12.Z);
21) Distribution Activities related to films, video recordings and television programmes
(59.13.Z);
pension funds (64.99.Z);
85) Repair and maintenance of other equipment and supplies (33.19.Z);
86) Construction work connected with erection of residential and non-residential buildings (41.20.Z);
87) Wholesale and retail sale of passenger cars and vans (45.11.Z);
88) Wholesale and retail sale of other motor vehicles, except of motorcycles (45.19.Z);
89) Retail sale of motor vehicles parts and accessories, except of motorcycles (45.32.Z);
90) Wholesale and retail sale of motorcycles, their repair and maintenance and wholesale and retail sale of motorcycle parts and accessories (45.40.Z);
91) Agents involved in the sale of timber and building materials (46.13.Z);
92) Agents involved in the sale of machinery, industrial equipment, ships and aircraft
(4.14.Z);
93) Agents involved in the sale of furniture, household goods and small items of metal hardware (46.15.Z);
94) Agents involved in the sale of textiles, clothing, fur products, footwear and leather goods (46.16.Z);
95) Agents involved in the sale of food, beverages and tobacco (46.17.Z);
96) Retail sale in non-specialised stores with food, beverages or tobacco predominating
(47.11.Z);
97) Other retail sale in non-specialised stores (47.19.Z);
98) Other retail sale of food in specialised stores (47.29.Z);
99) Retail sale of computers, peripheral equipment and software in specialised stores
(47.41.Z);
100) Retail sale of telecommunications equipment in specialised stores (47.42.Z);
101) Retail sale of audiovisual equipment in specialised stores (47.43.Z);
102) Retail sale of textiles in specialised stores (47.51.Z);
103) Retail sale of small items of metal hardware, paints and glass in specialised stores
(47.52.Z);
104) Retail sale of carpets, rugs and other floor coverings and wall coverings in specialised stores (47.53.Z);
105) Retail sale of household electric appliances in specialised stores (47.54.Z);
106) Retail sale of furniture, lightening equipment and other household items in specialised
stores (47.59.Z);
139) Activities of call centres (82.20.Z);
150) Other service activities, not elsewhere classified (96.09.Z).
§ 6
Subject to applicable laws, an amendment to the Company's scope of business may be made without the requirement to purchase shares from those shareholders who do not agree to such amendment.
III. SHARE CAPITAL. SHARES.
words: four million two hundred and eighty-one thousand six hundred) registered, preferred series A shares and 42,299,231 (in words: forty-two million two hundred and ninety-nine thousand two hundred and thirty-one) ordinary series B and D, registered and bearer shares.
1'. From the date of creation, the Company issued the following shares:
a) 4,281,600 (say: four million two hundred and eighty-one thousand six hundred) registered shares of series A numbered from No. A 0 000 001 to No. A 4 281 600,
b) 39,108,900 (say: thirty-nine million one hundred and eight thousand nine hundred) registered shares of series B numbered from No. B 00 000 001 to No. B 39 108 900,
c) 750,000 (say: seven hundred and fifty thousand) registered shares of series C numbered from No. C 000 001 to No. C 750 000,
d) 2,267,025 (say: two million two hundred and sixty-seven thousand twenty-five) registered shares of series D numbered from No. D 000 000 001 to No. D 2 267 025,
e) 9,000,000 (say: nine million) bearer shares of series E numbered from No. E 0 000 001 to No. E 9 000 000,
f) 1,350,000 (say: one million three hundred and fifty thousand) bearer shares of series F numbered from No. F 0 000 001 to No. F 1 350 000.
2'. As a result of resolutions of the ordinary General Meeting of Shareholders of 20 June 2008 and the extraordinary General Meeting of Shareholders of 12 February 2009, the Company carried out programmes of buy-back of its own shares for the purpose of their redemption. Under the programmes the Company bought back a total of 4,040,149 (say: four million forty thousand one hundred and forty-nine) own shares for the purpose of their redemption. In relation to: (i) redemption of the abovementioned shares (Resolution No 31 of the ordinary General Meeting of Shareholders of 23 June 2009), and (ii) share capital decrease by PLN 4,040,149 (say: four million forty thousand one hundred and forty-nine) through redemption of the abovementioned 4,040,149 shares of the Company (Resolution No 32 of the ordinary General Meeting of Shareholders of 23 June 2009), by Resolution No 33 of the ordinary General Meeting of Shareholders of 23 June 2009, § 7 of the Statutes was amended in accordance therewith series A, BiD shares remained in the Company and series C, E and F
shares were assigned to series BiD.
The series A shares are privileged in a way that they entitle their holders to five votes at the General Meeting of Shareholders, subject to the provisions of § 17.
The series A shares shall also be privileged as defined in § 11 section 1 and 3, § 21 section 1 subsection a) item (i), § 22 section 1, § 28 section 2, § 30 section 1 and § 31 section 1.
§ 8
[repealed].
§ 9
The Company may issue bonds, including bonds convertible into shares.
§ 9a
The Company's shares may be redeemed on shareholder's consent by way of their purchase by the Company (voluntary redemption).
The purchase of Company's shares for the purpose of their redemption requires the consent of the General Meeting of Shareholders.
Redemption of the Company's shares requires a resolution of the General Meeting of
Shareholders, subject to the provisions of Art. 363 paragraph 5 of the Commercial Companies Code.
1) legal basis for redemption of shares,
2) amount of compensation to be vested in the owner of redeemed shares or a justification of redemption of shares without compensation,
3) way of share capital decrease.
§ 10
Bearer shares may not be converted into registered shares.
Conversion of registered series A, BiD shares to bearer shares shall be made within 30 days from the date of filing an application by the shareholder holding such shares, subject to § 11 of the Statutes.
[repealed].
[repealed].
7'. [repealed].
§ 11
The sale or conversion of preferred series A shares into bearer shares requires the written consent of shareholders holding at least 50% of the preferred series A shares registered in the share register on the date of filing the application referred to in section 2.
Shareholders intending to sell or to convert the preferred series A shares into bearer shares shall be obliged to deliver to the Management Board a request in writing for a permit for sale or conversion such addressed to all the remaining shareholders holding preferred series A shares who are authorised to grant such consent.
Within 14 days from the date of receipt of the request referred to in section 2, the Management Board shall be obliged to deliver a copy of the request to each holder of preferred series A shares who are authorised to express their consent, to the address of each shareholder registered in the share register.
If the shareholder intending to sell or convert preferred series A shares into bearer shares does not receive written consents of holders of over 50% of preferred series A shares within 14 days from the date of delivery by the Management Board of a copy of the request referred to in section 2 to the last of the shareholders authorised to grant their consent, it shall be assumed that consent was not granted.
The sale of preferred series A shares may occur at a price not greater than the nominal value of such shares.
[repealed].
§ 11a
[repealed].
IV. ORGANISATION OF THE GOVERNING BODIES
The Company shall have the following governing bodies:
1) General Meeting of the Shareholders;
2) the Supervisory Board;
3) the Management Board.
A. General Meeting of the Shareholders
§ 13
under the Commercial Companies Code, provisions of other laws and as provided herein,
subject to section 2.
property shall not require a resolution of the General Meeting of Shareholders.
a) the disposal of part or all shares in the share capital of the subsidiaries for the benefit of which organized parts of the enterprise of the Company were disposed of, consisting of a set of tangible and intangible assets intended for:
1) operation of Agora Publishing House;
2) maintenance of gazeta.pl web portal;
3) conducting the business of Gazeta Wyborcza;
4) running IT services for the Company and companies from the Agora capital group;
5) provision of support to the Company and companies from the Agora capital group in the areas of
management of human resources;
6) provision of support to the Company and companies from the Agora capital group in the areas of
accounting, bookkeeping, finance and taxation, and management and financial reporting;
7) maintenance, use and enjoyment of the Company's real estate located in Warsaw, at 8/10 Czerska Street and for maintenance of the fleet of Company's and Company subsidiaries' cars.
b) granting consent for voting by the Company during the general meetings of the subsidiaries as described in §13.3.a).1-7 of the Company's Statutes "for"resolution on the disposal of an enterprise or organized parts of the enterprise of the abovementioned subsidiaries.
c) granting consent for the amendment of the articles of association or statutes of each of the companies as described in §13.3.a).1-7 of the Company's Statutes concerning provisions on restioctions of disposal shares and enterprise or organized parts of the enterprise of the abovementioned subsidiaries."
§ 14
Apart from persons indicated in the provisions of the Commercial Companies Code, each
member of the Supervisory Board meeting the requirements set forth in § 20 section 4 may
request the Management Board to call a General Meeting of the Shareholders, and if such request is not complied with, call such meeting himself.
§ 15
Resolutions of the General Meeting of the Shareholders shall be adopted by an absolute majority of votes cast unless the Commercial Companies Code, provisions of other laws or the Statutes provide for different terms of adopting such resolutions.
In addition to matters as provided by law, the majority of 3/4 (three quarters) of votes cast shall be required for validity of resolutions concerning:
a) a merger of the Company with another entity, other forms of consolidation that are or will be allowed under law, and division of the Company;
b) the remuneration of members of the Supervisory Board, including individual remuneration of those members who were elected to a continuous supervisory.
Subject to section 4, the majority of 3/4 (three quarters) votes cast when the Shareholders representing at least 50% of the Company's share capital are present, shall be required for the resolution on the removal of matters from the agenda of the General Meeting of the Shareholders that were previously contained in the agenda. In the event a motion for such resolution is submitted by the Management Board an absolute majority of votes cast shall be required in order to adopt such a resolution.
Removal of any matters from the agenda of the General Meeting of the Shareholders at the request made on the basis of Article 400 or Article 401 of the Commercial Companies Code by a shareholder representing at least such part of the Company's share capital as is indicated in the said provisions, shall require consent of the shareholder who made such request.
Adoption of a resolution relating to shareholder's liability with respect to the Company due to any reason shall require an majority of 3/4 (three quarters) of votes cast in the presence of shareholders representing at least 50% of all the Company shares which may be voted in the adoption of such resolution.
member of the Supervisory Board or a person delegated by such person shall open the Meeting and present the reasons for calling such meeting.
§ 17
Subject to section 2 none of the shareholders may exercise more than 20% of the overall number of votes at the General Meeting of the Shareholders, provided that for the purposes of establishing obligations of purchasers of material blocks of shares as provided in the Act on Public Offering such restriction of the voting rights does not exist.
The restriction of the voting rights referred to in section 1 shall not apply to:
a) shareholders holding the preferred series A shares;
b) a shareholder who, while having no more than 20% of the overall number of votes at the General Meeting of the Shareholders, announced in accordance with the Act on Public Offering a tender for subscription for the sale or exchange of all the shares of the Company and in result of such tender purchased shares which, including the previously held Company shares, authorise it to exercise at least 75% of the overall number of votes at the General Meeting of the Shareholders. For the purposes of calculating a shareholder's share in the overall number of votes at the General Meeting of the Shareholders referred to above it is assumed that the restriction of the voting rights provided in section 1 does not exist.
For the purposes of section 1 and section 2 subsection b), exercise of votes by a subsidiary shall be treated as the exercise of votes by a parent company (dominating entity) as defined in the Act on Public Offering.
[repealed].
At any General Meeting of the Shareholders the percentage of votes of foreign entities and entities controlled by foreign entities may not be greater than 49%. The limitation shall not refer to entities with their seats or residence in a member states of the European Economic Area.
Each share, whether preferred or not, entitles its holder to one vote in connection with passing a resolution regarding the withdrawal of the Company's shares from public trading. B. Supervisory Board
General provisions
Supervisory Board consists of no less than six and no more than ten members, appointed in the manner defined by the General Meeting of Shareholders subject to § 20 and § 21, including the chairman of the Supervisory Board. The number of members of the Supervisory Board is established by the General Meeting of Shareholders. If during the term of office of the Supervisory Board a vacancy in the position of a Supervisory Board member arises, for reasons different than resignation of a Supervisory Board member, the other Supervisory Board members may appoint a new member of the Supervisory Board by means of cooption. A new member shall perform his/her functions until the General Meeting appoints a Supervisory Board member, however not longer than until the end of the common term of office of the Supervisory Board. Appointments of Supervisory Board members pursuant to this section shall comply with provisions of § 21 section 4 sentence two and three, respectively.
The Chairman of the Supervisory Board is chosen by the General Shareholders Meeting. Members of the Supervisory Board may elect a deputy of the chairman or persons performing other functions from among themselves.
Members of the Supervisory Board shall be elected for the common three year term of office, where the mandates of the members of the Supervisory Board shall expire at the latest as of the moment of closing of the ordinary General Meeting of Shareholders approving the financial statement of the Company for the full financial year during which they were members of the Supervisory Board.
Members of the Supervisory Board may be re-elected
The Supervisory Board may, by way of resolution, appoint panels or committees for specific tasks from among its members. Costs of functioning of such committees or panels shall be borne by the Company.
The same non-competition provisions and restrictions on dealings with competing entities that apply to members of the Management Board shall also apply to members of the Supervisory Board delegated to perform continuous individual supervision.
§ 19
Competencies of the Supervisory Board
The Supervisory Board shall continuously supervise the activity of the Company in all areas.
In particular, the following shall be within the competency of the Supervisory Board:
a) assessment of the report of the Management Board and of the financial statement of the Company with respect to their compliance with the books and documentation as well as actual state of affairs;
b) assessment of requests of the Management Board for distribution of profit or coverage of a loss;
c) submission to the General Meeting of Shareholders of an annual written report on the results of the abovementioned assessments;
d) suspending Management Board members in their duties for important reasons and delegating Supervisory Board members to perform, on temporary basis, functions of Management Board members who cannot fulfil their duties. A resolution on suspending a member of the Management Board may be adopted only in the event where such member acts to the detriment of the Company (important reasons);
e) granting consent to an advance payment made by the Management Board on account of the dividend in accordance with § 38 section 4 of the Statutes;
f) in consultation with President of the Management Board setting the remuneration and/or other benefits of the members of the Management Board payable or to be granted by the Company or its affiliate within the meaning of Resolution of the Minister of Finance of 19 February 2009 issued under Article 60 section 2 of the Act on Public Offering (hereinafter: "Affiliate") and representing the Company in agreements and disputes with the members of the Management Board;
g) subject to sections 3 to 4 of this paragraph, granting consent for the Company to enter into or to amend an agreement with an Affiliate;
h) choosing an auditor to review the Company's financial statements for the financial years indicated in the resolution concerning the choice of the auditor, provided, however, that the number of the successive financial years may not be less than 3 (three); The Supervisory Board, at the motion of the Management Board or for other important reasons, may shorten the period for which the auditor was selected, simultaneously choosing a new expert auditor in the place of the current one.
i) granting consent to exercise, in a defined way, the right to vote by the Company during the general meeting of shareholders of its subsidiaries as defined in the Act on Public Offering and enforcement regulations issued on the basis thereof, in the case of resolutions concerning remuneration or benefits, as defined in subsection f) above.
j) granting consent, at the request of the Management Board, to enter into agreements referring to the operations of the Company as provided in its Statutes and made in accordance with general terms of agreements, contractual regulations and price lists, where the Supervisory Board shall designate the time of validity of such consent;
k) granting a general consent, at the request of the Management Board and pursuant to annual and long-term plans of the entities referred to below presented by the Management Board, to enter into loan agreements, additional payments, guarantees and sureties between the Company and entities controlled thereby or associated therewith within the meaning of the accounting regulations, where in such case the Supervisory Board shall designate the validity of such consent, which shall not be shorter than one year.
e) the Company is the direct or indirect shareholder of at least 95% of the shares entitling the Company to exercise at least 95% of total voting rights at the shareholders meeting or the
general shareholder meeting of the Affiliate,
f) amendment of an agreement which was previously approved does not result in an increase of the value of Company liabilities by more than PLN equivalent of EURO 500,000 (five hundred thousand) at the average rate of exchange quoted by the National Bank of Poland on the date of such amendment.
§ 20
Qualifications of members of the Supervisory Board
[repealed].
[repealed].
Persons employed by the Company or by entities controlled by the Company within the meaning of the Act on Public Offering cannot be members of the Supervisory Board.
At least half of the members of the Supervisory Board shall be a person who satisfies the following conditions:
a) is not an Affiliate of the Company (except for being a member of the Company's Supervisory Board) nor is an Affiliate of an entity controlling or controlled by the Company or an Affiliate of an entity controlled by an entity controlling the Company, within the meaning of the Act on Public Offering, collectively, the "Agora Group"; and b) is not related to, or of kin to a second degree, to an employee of an entity included in the Agora Group.
All members elected to the Supervisory Board, regardless of the election procedure, who meet the criteria set forth in section 4 above, shall serve as members referred to in section 4 of this paragraph.
Majority of members of the Supervisory Board shall be Polish citizens residing in Poland.
§ 21
Election of members of the Supervisory Board
a) candidates may be exclusively nominated by:
(i) shareholders holding preferred series A shares or
(ii) shareholders who documented their entitlement to not less than 5% of the votes at the last Shareholders Meeting before the candidates were nominated and who at the time of making the nomination hold not less than 5% of the share capital of the Company, provided that in order to ensure a proper nomination, it is necessary for the shareholder making such nomination to prove his right to at least 5% of the votes at the Shareholders Meeting where such nomination shall be voted on;
b) candidates shall be nominated in writing not later than 7 (seven) days prior to the General Meeting of the Shareholders. Each nomination should include a personal profile of the candidate as well as the grounds for the nomination, including an overview of such candidate's professional qualifications and experience. A written consent of the candidate should be appended to each nomination, and in the event that such candidate meets the conditions specified in § 20 section 4, a written declaration submitted by such candidate, confirming that he meets such requirements should also be appended;
c) in the event that the nomination of the candidates is not made in accordance with the above guidelines and the provisions of § 20 sections 4 and 6, the Management Board or the Supervisory Board shall nominate the candidates for members of the Supervisory Board; 2. Subject to the exceptions provided in section 4, the principles of making nominations for members and appointment of members of the Supervisory Board as provided in section 1 of this paragraph and § 18 section 3, shall apply to the newly appointed members in case of dismissal, expiry of mandate or inability to perform a mandate by a member of the Supervisory Board due to other reasons, respectively. The term in office of such new member shall end at the same time as would the term of his predecessor.
In the event that mandates of all the members of the Supervisory Board expire in result of election of at least one Supervisory Board member by group voting, in the elections of members of the Supervisory Board appointed otherwise than by voting by groups, there shall apply the provisions of section 1 of this paragraph and § 18 section 3 of the Statutes, respectively, provided that the candidates may be nominated and justified orally in the course of a General Meeting of the Shareholders.
Should a Supervisory Board member's mandate expire due to his or her resignation the
other Supervisory Board members may appoint a new member who shall perform his/her functions until the General Meeting appoints a Supervisory Board member, however not longer than until the end of the common term of office of the Supervisory Board. Appointments of Supervisory Board members pursuant to this section shall comply with § 20 sections 4 and 6, § 21 section 1 subsection b sentence two and § 23 section 5 of the Statutes, respectively. The Supervisory Board may not have more than two members appointed on the above terms.
Dismissal or resignation of member of the Supervisory Board
Dismissal (removal) of a member of the Supervisory Board prior to the end of the common term of office of the Supervisory Board may be effected by a resolution of the General Meeting of the Shareholders adopted by a simple majority of votes, provided that until the expiry of the preferred status of series A shares 80% of voting rights attached to all outstanding series A shares are cast in favour of such resolution.
Resignation from the function of a Supervisory Board member should be made to the Supervisory Board in writing, otherwise being invalid.
Meetings and other forms of activity of the Supervisory Board
Resolutions of the Supervisory Board shall be adopted at the meetings of the Supervisory Board, by the written mode or using distance means of communication. The chairman of the Supervisory Board or his deputy shall decide on the mode of adopting resolutions. The written mode means casting votes by more than half of the members of the Supervisory Board on the same or separate copies of a draft resolution. The meetings of the Supervisory Board shall be convened by its chairman or his deputy and in case the chairman is absent and/or his deputy has not been elected by a member of the Supervisory Board designated by the chairman. A meeting of the Supervisory Board may be called by any member referred to in § 20 section 4. Persons authorised to convene meetings of the Supervisory Board shall be obligated to convene such meetings upon the request of the Management Board made by way of a resolution and at the request of any member of the Supervisory Board. Meetings convened in such manner shall occur not later than 14 days following the receipt of such request by the person authorised to convene such a meeting.
Meetings of the Supervisory Board may be held without being formally convened and resolutions of the Supervisory Board may be adopted at such meetings provided all members of the Supervisory Board participate in such meetings and none of the members opposes such mode of holding the meeting or any items on the agenda of such meetings.
The agenda of the Supervisory Board shall not be altered or supplemented during the meeting to which the agenda refers, except where all members of the Supervisory Board are present and grant consent to alter or supplement the agenda.
Members of the Management Board may participate in the meetings of the Supervisory Board in an advisory capacity.
Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least more than half of the members of the Supervisory Board, except for the cases referred to in § 19 section 2 subsection d. In such cases the resolutions of the Supervisory Board shall be adopted unanimously in the presence of all members of the Supervisory Board.
In cases where an equal number of votes are cast, the chairman's vote shall prevail.
Resolutions concerning granting consent to activities referred to in § 19 of the Statutes shall require approval by the majority of (or all, where the Statutes require unanimity) members referred to in § 20 section 4, provided no member of the Supervisory Board having any interest therein shall be entitled to participate in the voting on such resolutions.
Meetings of the Supervisory Board shall be held on as required basis, however, not less than once per quarter.
Meetings of the Supervisory Board may be held by distance means of communication in a manner allowing communication among all members taking part in such meeting. The location of the person who chairs the meeting shall be deemed as the place of the meeting held by distance means of communication.
Members of the Supervisory Board may participate in adoption of Supervisory Board resolutions by casting their votes in writing through another member of the Supervisory Board. Casting a vote in writing may not apply to matters introduced to the agenda at the Supervisory Board meeting.
In contract between the Company and a Management Board member, as well as in disputes with him, the Company is represented by the Supervisory Board or a proxy appointed by the resolution of the General Meeting. In case of a contract between the Company and a Management Board member, the Supervisory Board adopts the resolution which constitutes the declaration of will made by the Company; the contract is executed by the chairman of the Supervisory Board.
At the request of any of the members referred to in § 20 section 4, the Supervisory Board shall be obliged to carry out all supervisory activities contained in such request and described in the provisions of the Commercial Companies Code, provided that the member submitting such request shall be appointed to directly perform any such supervisory activities.
§ 24
[repealed].
§ 25
[repealed].
§ 26
By-laws of the Supervisory Board
The General Meeting of the Shareholders may adopt rules and regulations for the Supervisory Board stipulating the organisation and the manner in which the actions of the latter will be performed.
A resolution of the General Meeting concerning the above provision, as well as any amendment to the rules and regulations or the repeal thereof shall require an majority of 3/4 (three quarters) of votes cast.
C. Management Board
§ 27
The Management Board shall manage the Company's affairs and represent the Company in dealings with third parties.
The responsibilities of the Management Board shall include all matters related to conducting the Company's affairs, provided they were not delegated otherwise.
§ 28
The Management Board is elected by the General Meeting of the Shareholders, except for provisions of section 3 of this paragraph.
Subject to the provisions of section 3 of this paragraph, the Management Board shall be composed of from 3 to 6 members with the exact number determined by the shareholders holding the majority of preferred series A shares, and following the expiration of such preferred status of all series A shares, by the Supervisory Board. All decisions concerning the number of members of the Management Board must be presented to the chairman of the General Shareholders Meeting.
During the term of its office the Management Board may elect by co-option not more than two additional members; the co-option of additional members is effected by a resolution of the Management Board. In case a member of the Board is appointed by way of co-option, the Management Board is obliged to include in the agenda of the nearest General Meeting of Shareholders an item concerning confirmation of appointment of a new member of the Board by way of co-option and propose an appropriate draft resolution. Should the General Meeting of Shareholders not accept the appointment of the new member of the Management Board by way of co-option, such Management Board member's mandate expires on conclusion of the General Meeting of Shareholders.
The majority of members of the Management Board shall be Polish citizens residing in Poland.
§ 29
The Management Board shall be elected for a term of five years.
Management Board members shall be appointed for a period of joint term.
Members of the Management Board may be re-elected.
§ 30
§ 31
In the event that some members of the Management Board are dismissed or their mandate expires during the term of office for other reasons, supplementary elections shall be held only at such time as when the number of members of the Management Board performing their functions is less than three or when the composition of the Management Board does not comply with the requirement specified in § 28 section 4 of the Statutes.
If the number of members of the Management Board is ever less than that required in the previous section, the Management Board shall be obligated to immediately convene an extraordinary General Meeting of the Shareholders in order to hold supplementary elections. Supplementary elections may take place also during the ordinary General Meeting of the Shareholders if, in accordance with provisions of law, such meeting must be convened within a short period of time, while convening an extraordinary General Meeting of the Shareholders would not be appropriate in such case.
In the event of supplementary elections, provisions regarding the election of members of the Management Board for their full term shall apply.
§ 33
Members of the Management Board may elect the chairman or persons performing other functions among themselves.
The Management Board may adopt rules and regulations, which specify in detail its organisation and the procedures of its operations.
§ 34
Resolutions of the Management Board shall be adopted by a simple majority of votes cast.
Resolutions of the Management Board shall be adopted at the meetings of the Management
Board or by a circulation (in a written form). The resolutions may be also adopted using distance means of communication; the resolution shall be valid if all members of the Management Board were informed about the wording of the draft resolution. The detailed rules regarding adoption of resolutions are set in the Management Board By-laws.
§ 35
Members of the Management Board shall be bound by a non-competition clause. In particular they cannot engage in any competitive business or participate in such business as its participant, a shareholder or member of its governing bodies.
The above prohibition does not pertain to the participation by members of the Management Board in supervisory and management bodies of competing entities in which the Company directly or indirectly holds any shares and the acquisition by members of the Management Board of no more than 1% of the shares in competing public companies.
§ 36
Two Members of the Management Board jointly shall be authorised to make binding statements with respect to property rights and obligations of the Company and to sign on behalf of the Company.
V. FINANCIAL MANAGEMENT AND ACCOUNTING
§ 37
a) share capital;
b) spare capital;
c) reserve capital.
The Company may create and dissolve by way of resolutions passed by the General Meeting of the Shareholders reserve capital at the beginning and during the accounting year. § 38
Shareholders shall be entitled to a share in the net profit reflected in the financial report examined by an auditor and designated by General Meeting of the Shareholders for distribution among shareholders.
The profit referred to in section 1 shall be distributed among shareholders in proportion to the nominal value of held shares.
Adopting a resolution on distribution of profit, the General Meeting of Shareholders may decide upon dividend pay-out in the amount exceeding the profit referred to in section 1, no greater, however, than the amount permitted in the provisions of the Commercial Companies Code.
The Management Board may make an advance payment to shareholders on account of the expected dividend at the end of the financial year provided the Company possesses sufficient funds to make such a payment. Advance payments require consent of the Supervisory Board. VI. FINAL PROVISIONS
§ 39
All matters not provided for herein shall be governed by the appropriate provisions of law, and in particular, the Commercial Companies Code."
During the voting on the resolution 48 779 212 valid votes were cast out of 31 652 812 shares, representing 67.95% of shares in statutory capital. Out of total amount of 48 779 212 of the valid votes, 40 108 061 were in favour of the resolution, 8 235 951 were against and 435 200 abstained.
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