AGM Information • Jun 26, 2023
AGM Information
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The Company's Ordinary Shareholder Meeting hereby resolves to elect Mr. Sławomir Jakszuk to be the Chairperson of the Shareholder Meeting.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,979,611 votes were in favor, 0 votes were against and 1,028 votes abstained.
The Company's Ordinary Shareholder Meeting hereby accepts the following agenda of the Shareholder Meeting:
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,980,639 votes were in favor, 0 votes were against and 0 votes abstained.
Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Management Board Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA Group in 2022 is hereby approved.
The resolution comes into force on the date of its adoption.
Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Company's Ordinary Shareholder Meeting hereby approves the financial statements of DINO POLSKA S.A. for the year ended 31 December 2022, including:
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,409,145 votes were in favor, 368,049 votes were against and 203,445 votes abstained.
Adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A.
Pursuant to art. 395 § 5 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The consolidated financial statements of the DINO POLSKA Group for the year ended 31 December 2022, covering the following are hereby approved:
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,379,145 votes were in favor, 398,049 votes were against and 203,445 votes abstained.
Pursuant to art. 395 § 2.2 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves to allocate the net profit for the 2022 financial year in the amount of PLN 894,586 thousand, in such a way that the entire profit is allocated to the Company's supplementary capital.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,980,639 votes were in favor, 0 votes were against and 0 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Michał Krauze on the performance of his duties as a Member of the Company's Management Board in the 2022 financial year during his period of service, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,950,639 valid votes were cast on 78,950,639 shares (80.53% of the share capital), of which 78,206,475 votes were in favor, 516,769 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Michał Muskała on the performance of his duties as a Member of the Company's Management Board in the 2022 financial year during his period of service, i.e. from 1 January 2022 to 23 February 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,236,475 votes were in favor, 516,769 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Ms. Izabela Biadała on the performance of her duties as a Member of the Company's Management Board in the 2022 financial year during her period of service, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,236,475 votes were in favor, 516,769 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
A discharge is granted to Mr. Piotr Ścigała on the performance of his duties as a Member of the Company's Management Board in the 2022 financial year during his period of service, i.e. from 2 December 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,236,475 votes were in favor, 516,769 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Tomasz Biernacki on the performance of his duties as a Member of the Company's Supervisory Board including the function of the Chairman of the Company's Supervisory Board in the period of discharging the function, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 74,469,561 votes were in favor, 4,283,683 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
A discharge is granted to Mr. Eryk Bajer on the performance of his duties as a Member of the Company's Supervisory Board in the period of discharging his function, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 76,706,149 votes were in favor, 2,047,095 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Sławomir Jakszuk on the performance of his duties as a Member of the Company's Supervisory Board in the period of discharging his function, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 76,706,094 votes were in favor, 2,047,150 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Piotr Nowjalis on the performance of his duties as a Member of the Company's Supervisory Board in the period of discharging his function, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 76,706,149 votes were in favor, 2,047,095 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Maciej Polanowski on the performance of his duties as a Member of the Company's Supervisory Board in the period of discharging his function, i.e. from 1 January 2022 to 31 December 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 76,281,652 votes were in favor, 2,471,592 votes were against and 227,395 votes abstained.
Pursuant to art. 395 § 21 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Company's Ordinary Shareholder Meeting hereby endorses the annual compensation report of the Management Board and the Supervisory Board of DINO POLSKA S.A. in 2022.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 60,072,887 votes were in favor, 18,907,752 votes were against and 0 votes abstained.
Pursuant to art. 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The following amendments are hereby made to the Company's Articles of Association:
1) § 9 sec. 7 shall read as follows:
"Participation in a Shareholder Meeting using means of electronic communication according to the conditions prescribed by the Commercial Company Code is permissible".
"The Supervisory Board holds meetings as needed, but no less frequently than once in every quarter of the financial year".
4) § 14 sec. 3 of the Articles of Association shall read as follows:
"Supervisory Board meetings are called through invitations".
5) § 15 sec. 2 of the Articles of Association shall read as follows:
"The Supervisory Board adopts resolutions if at least half of its members is in attendance at the meeting and all of its members have been invited".
"The Supervisory Board may also hold a meeting without being formally convened if all members consent to that and do not object to including various matters in the agenda."
8) § 15 sec. 5 of the Articles of Association shall be renumbered (§ 15 sec. 4) and shall read as follows:
"Subject to the provisions of the Commercial Company Code, the Supervisory Board may adopt resolutions by following a written procedure or by means of remote communication. A resolution is valid if all of the supervisory board members have been notified of the wording of a given draft resolution and at least one half of the supervisory board members take part in adopting the resolution".
9) § 15 sec. 6 of the Articles of Association shall be renumbered - § 15 sec. 5.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,976,554 votes were in favor, 0 votes were against and 4,085 votes abstained.
Pursuant to art. 430 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
It is hereby resolved to adopt the consolidated text of the Company's Articles of Association in the wording specified in the attachment to this resolution.
The resolution comes into force on the date of its adoption.
78,980,639 valid votes were cast on 78,980,639 shares (80.56% of the share capital), of which 78,977,582 votes were in favor, 0 votes were against and 3,057 votes abstained.
Attachment to resolution No. 18/6/2023 – Articles of Association of DINO POLSKA S.A. – proposal
| 1) 10.11.Z Processing and preserving of meat, excluding poultry meat; -------------------- |
|---|
| 2) 10.13.Z Production of meat and poultry meat products; |
| 3) 10.85.Z Manufacture of prepared meals and dishes; -------------------------------------- |
| 4) 10.89.Z Manufacture of other food products not elsewhere classified; ------------------- |
| 5) 11.01.Z Distilling, rectifying and blending of spirits; -------------------------------------- |
| - 6) 11.02.Z Manufacture of wine from grape; --------------------------------------------- |
| ----- |
| 7) 33.12.Z Repair and maintenance of machinery; ------------------------------------------- |
| 8) 38.11.Z Collection of non-hazardous waste; ----------------------------------------------- |
| 9) 38.12.Z Collection of hazardous waste; ---------------------------------------------------- |
| 10) 38.21.Z Treatment and disposal of non-hazardous waste; ------------------------------ |
| - |
| 11) 38.22.Z Treatment and disposal of hazardous waste; ------------------------------------ |
| 12) 38.32.Z Recovery of sorted materials; ---------------------------------------------------- |
| 13) 41.10.Z Development of building projects; ----------------------------------------------- |
| 14) 41.20.Z Construction of residential and non-residential buildings; ---------------------- |
| 15) 42.11.Z Construction of roads and motorways; -------------------------------------- |
| 16) 42.12.Z Construction of railways and underground railways; --------------------------- |
|---|
| - 17) 42.13.Z Construction of bridges and tunnels; ------------------------------------------ |
| -- |
| 18) 42.21.Z Construction of transmission pipelines and distribution networks;------------- |
| 19) 42.22.Z Construction of utility projects for electricity and telecommunications; ------- |
| 20) 42.91.Z Construction of water projects; -------------------------------------------------- |
| 21) 42.99.Z Construction of other civil engineering projects not elsewhere classified; ----- |
| 22) 43.11.Z Demolition; ------------------------------------------------------------------------ |
| 23) 43.12.Z Site preparation; ------------------------------------------------------------------ |
| 24) 43.13.Z Test drilling and boring; ---------------------------------------------------------- |
| 25) 43.21.Z Electrical installation; ------------------------------------------------------------- |
| 26) 43.22.Z Plumbing, heat and air-conditioning installation; ------------------------------- |
| 27) 43.29.Z Other construction installation; --------------------------------------------------- |
| 28) 43.99.Z Other specialized construction activities not elsewhere classified; ------------- |
| 29) 46.18.Z Agents specialized in the sale of other particular products; -------------------- |
| 30) 46.34.A Wholesale of alcoholic beverages; ----------------------------------------------- |
| 31) 46.39.Z Non-specialized wholesale of food, beverages and tobacco products;--------- |
| 32) 46.51.Z Wholesale of computers, computer peripheral equipment and software; ----- |
| 33) 46.32.Z Wholesale of meat and meat products; ------------------------------------------ |
| 34) 46.77.Z Wholesale of waste and scrap; --------------------------------------------------- |
| 35) 47.11.Z Retail sale in non-specialized stores with food, beverages or tobacco products |
| predominating; ---------------------------------------------------------------------------------- |
| 36) 47.21.Z Retail sale of fruit and vegetables in specialized stores; ------------------------ |
| 37) 47.22.Z Retail sale of meat and meat products in specialized stores; ------------------- |
| 38) 47.25.Z Retail sale of alcoholic and non-alcoholic beverages in specialized stores; ---- |
| 39) 47.41.Z Retail sale of computers, peripheral units and software in specialized stores; |
| 40) 47.42.Z Retail sale of telecommunications equipment in specialized stores; ---------- |
| 41) 47.59.Z Retail sale of furniture, lighting equipment and other household in specialized |
| stores; ------------------------------------------------------------------------------------------- |
| 42) 47.76.Z Retail sale of flowers, plants, seeds, fertilizers, pet animals and pet food in |
| specialized stores; ------------------------------------------------------------------------------ |
| - 43) 47.78.Z Retail sales of other new products in specialized shops; ---------------------- |
| -- 44) 49.41.Z Freight transport by road; ----------------------------------------------------- |
| --- |
| 45) 49.42.Z Removal services; ----------------------------------------------------------------- |
| 46) 52.10.A Operation of warehousing and storage facilities for gas fuels;------------------ |
| 47) 52.10.B Operation of warehousing and storage facilities for other goods; -------------- |
| 48) 59.20.Z Sound recording and music publishing activities; ------------------------------- |
| 49) 62.01.Z Computer programming activities; ----------------------------------------------- |
| 50) 62.02.Z Computer consultancy activities; ------------------------------------------------- |
| 51) 62.09.Z Other information technology and computer service activities; ---------------- |
| 52) 63.99.Z Other information service activities not elsewhere classified; ------------------ |
| 53) 64.20.Z Activities of holding companies; -------------------------------------------------- |
| 54) 64.30.Z Trusts, funds and similar financial entities;------------------------------------- |
| 55)64.99.Z Other financial service activities, except insurance and pension funding not |
| elsewhere classified; ---------------------------------------------------------------------------- |
| 56) 68.10.Z Buying and selling of own real estate; ------------------------------------------- |
| 57) 68.20.Z Renting and operating of own or leased real estate; ---------------------------- 58) 68.32.Z Management of real estate on a fee or contract basis; ------------------------- |
| 59) 71.11.Z Architectural activities; ----------------------------------------------------------- |
|---|
| 60) 71.12.Z Engineering activities and related technical consultancy; ---------------------- |
| 61) 74.10.Z Specialized design activities; ----------------------------------------------------- |
| 62) 74.90.Z Other professional, scientific and technical activities not elsewhere classified; |
| 63) 77.21.Z Lending and leasing recreational and sporting equipment; --------------------- |
| 64) 77.29.Z Lending and leasing other articles for personal and household use; ---------- |
| 65) 77.40.Z Leasing of intellectual property and similar products, except copyrighted |
| works;-------------------------------------------------------------------------------------------- |
| 66) 79.11.A Activities of tourist agents; ------------------------------------------------------- |
| 67) 81.10.Z Combined facilities support activities; ------------------------------------------- |
| 68) 82.91.Z Activities of collection agencies and credit bureaus; ---------------------------- |
| 69) 82.99.Z Other business support service activities not elsewhere classified; ------------ |
| 70) 95.11.Z Repair of computers and peripheral equipment; -------------------------------- |
| 71) 69.20.Z Accounting, bookkeeping and auditing activities; tax consultancy; ------------ |
| 72) 70.10.Z Activities of head offices and holdings, except for financial holdings;---------- |
| 73) 70.22.Z Business and other management consultancy activities; ----------------------- |
| 74) 77.11.Z Renting and leasing of cars and light motor vehicles; -------------------------- |
| 75) 77.12.Z Renting and leasing of other vehicles, except for motorcycles; ---------------- |
| 76) 35.11.Z Generation of electricity;---------------------------------------------------------- |
| 77) 35.14.Z Trade of electricity; --------------------------------------------------------------- |
| 78) 52.21.Z Service activities incidental to land transportation; ----------------------------- |
| 79) 52.24.C Cargo handling in other reloading points; --------------------------------------- |
| 80) 52.29.A Sea transportation agencies activities; ------------------------------------------ |
| 81) 52.29.C Other transportation agencies activities; ---------------------------------------- |
| 82) 53.20.Z Other postal and courier activities; ---------------------------------------------- |
| 83) 64.99.Z Other financial service activities, except insurance and pension funding not |
| elsewhere classified; ---------------------------------------------------------------------------- |
| 84) 79.12.Z Tour operator activities; ---------------------------------------------------------- |
| 85) 90.04.Z Activity of cultural facilities; ------------------------------------------------------ |
| 86) 94.99.Z Activity of other membership organizations elsewhere not classified;---------- |
| 87) 47.54.Z Retail sales of electric household equipment in specialized shops.------------- |
If the Company wishes to commence any activity which under separate regulations may be conducted subject to a permit or license, such activity will be commenced after receipt of such permit or license. ---------------------------------------------------------------
An amendment to the Articles of Association constituting a material change to the Company's line of business (Article 416 §1 of the Commercial Company Code) does not require a buy-out of the shares of the shareholders that do not agree to such change if the resolution of the Shareholder Meeting is adopted by the majority of 2/3 (twothirds) of the votes in the presence of shareholders representing at least half of the share capital. -------------------------------------------------------------------------------------------
The share capital of the Company is PLN 9,804,000.00 (nine million, eight hundred and four thousand Polish zloty). The share capital is divided into 98,040,000 (ninety-eight million, forty thousand) series A shares with the nominal value of PLN 0.10 (ten groszy) each, numbered from 1 to 98,040,000. ---------------------------
The Company's shares are bearer shares.----------------------------------------------
-
| The Company's governing bodies shall be: ---------------------------------------------------- | |||
|---|---|---|---|
| a) the Shareholder Meeting; --------------------------------------------------------------- | |||
| b) | the Supervisory Board; ----------------------------------------------------------------- | ||
| c) | the Management Board. ---------------------------------------------------------------- |
The Chairperson of the Supervisory Board or a person designated by that person opens the Shareholder Meeting and then the chairperson of the Shareholder Meeting is elected from among the persons in attendance at the Shareholder Meeting. ------------------------
6) issuing convertible bonds or bonds with pre-emptive rights and issuing the subscription warrants referred to in Article 453 § 2 of the Commercial Company Code, ---------------------------------------------------- --------------
7) redeeming shares, ------------------------------------------------------- --------
8) selling or leasing an enterprise or an organized part thereof and establishing a limited right in rem thereon, ------------------------------------ --------------
9) establishing reserve capital accounts and other capital accounts or specialpurpose funds and the liquidation thereof, ----------------------------- 10) executing a credit facility, loan, surety or some other similar agreement with a Management Board or Supervisory Board member, a commercial proxy, a liquidator of the Company or in favor of any of these persons, ---------------
11) having a Subsidiary execute an agreement referred to in item 10 above with a Management Board or Supervisory Board member, a commercial proxy, a liquidator of the Company or of the Subsidiary. -------- -----------------------
Each share gives the right to a single vote at the Shareholder Meeting. ----- --------
Resolutions shall be adopted by an absolute majority of votes unless the provisions of the Commercial Company Code or these Articles of Association contemplate more rigorous voting rules. ---------------------------------------------- --------------------
The Shareholder Meeting may adopt its own Bylaws. ------------------------- --------
mandates of the members of the Supervisory Board expire, at the latest, on the date of holding the Shareholder Meeting approving the financial statements for the last full financial year during which they held the position of a Supervisory Board member. -------
1) as long as Tomasz Biernacki holds shares representing at least 50% (fifty percent) of the overall number of votes at the Shareholder Meeting plus one share, Tomasz Biernacki will be authorized to appoint and dismiss one (1) member of the Supervisory Board who will also serve as the Chairperson of the Supervisory Board, by way of written representation to appoint or dismiss a Supervisory Board member, which becomes effective upon delivery to the Company; ------------------------------------------------- ------
2) subject to item 1 above, the other Supervisory Board members are appointed and dismissed by the Shareholder Meeting and the Supervisory Board Deputy Chairperson is elected by Supervisory Board members from among themselves. -------------------------------------------------------------
In the case of voting in separate groups in accordance with the procedure prescribed by Article 385 of the Commercial Company Code, the Supervisory Board will have 8 (eight) members, however, until the expiry of the powers referred to in 4(1), Tomasz Biernacki will have the right to appoint the Chairperson of the Supervisory Board from among the Supervisory Board members elected in connection with the voting in by voting in separate groups.-------------------------- -----------------------
If the powers referred to in 4(1) expire then the Supervisory Board Chairperson will be elected by the Supervisory Board members from among themselves. -----------
If:---------------------------------------------------------------------------------
1) the shareholder authorized under 4(1) does not exercise the right to appoint a member of the Supervisory Board by way of written representation submitted within 30 (thirty) days from the date of publication by the Company of information regarding a vacancy on the Supervisory Board, where the Supervisory Board consists of less than five (5) members, the Management Board will immediately convene a Shareholder Meeting to appoint an additional member to the Supervisory Board so that it consists of five (5) members. In such a case, regardless of the Shareholder Meeting being convened, the shareholder authorized under 4(1) to appoint a member of the Supervisory Board may appoint such member of the Supervisory Board until the date on which the Shareholder Meeting is held; -------------
2) the shareholder authorized under 4(1) does not exercise the right to appoint a member of the Supervisory Board, the Chairperson of the Supervisory Board is elected by the members of the Supervisory Board from amongst themselves; ----------------------------------------------------------- ----------
The shareholder needs to provide the Company with a registered depository certificate or certificates attached to the representation referred to in 4(1) above and issued by an investment firm or a depository bank keeping the securities account in which the shares in the Company are registered, to confirm the fact of the shareholder holding shares in the Company in the number stated in 4(1) above, with the expiry date no earlier than the end of the day on which the representation on appointment of a member of the Supervisory Board was made. ----------------- -
The Supervisory Board holds meetings as needed, but no less frequently than once in every quarter of the financial year. -------------------------------------- ------------
Meetings of the Supervisory Board are convened by the Chairperson, and if that is not possible, by the Deputy Chairperson of the Supervisory Board. ---------- -------
Supervisory Board meetings are called through invitations. ------------------ --------
Resolutions of the Supervisory Board are adopted by an absolute majority of votes. In the case of an equal number of votes, the Supervisory Board Chairperson's vote will prevail. ------------------------------------------------------------------------- ------
The Supervisory Board adopts resolutions if at least half of its members is in attendance at the meeting and all of its members have been invited. -------------
The Supervisory Board may also hold a meeting without being formally convened if all members consent to that and do not object to including various matters in the agenda. ------------------------------------------------------------------ -------------
Subject to the provisions of the Commercial Company Code, the Supervisory Board may adopt resolutions by following a written procedure or by means of remote communication. Additionally, Supervisory Board members may participate in adopting Supervisory Board resolutions by voting in writing with the intermediation of another Supervisory Board member. ------------------------------- -----------------
The Supervisory Board may adopt bylaws defining the organization of the Supervisory Board and the manner of performance of its duties. --------------------
The Supervisory Board performs its duties as a collective body. The individual members of the Supervisory Board may, pursuant to a relevant resolution of the Supervisory Board, be delegated to individually (independently) perform certain supervisory duties specified in the resolution of the Supervisory Board. ------------------------------------------------------
1) Appointing, dismissing and suspending of members of the Company's Management Board and determination of their remuneration and the grant of bonuses as well as granting consent for the appointment of commercial proxies.------------------------
2) Reviewing and opining the financial statements and the Management Board activity report in terms of compliance with the ledgers and documents and the facts.--------------------------------------------------
3) Presenting the Shareholder Meeting with an annual written report regarding the actions referred to in (2) and a concise assessment of the Company operations, including an assessment of the Company's internal control system and the system of managing risks material to the Company.
4) Evaluating the Management Board's motions on the distribution of profits and losses.---------------------------------------------------------------- -------
5) Appointing the committees referred to in §24 of the Articles of Association.
6) Selecting a statutory auditor to audit the financial statements of the Company and its Subsidiaries and the consolidated financial statements of the Company's group.-----------------------------------------------------------
7) Approving the Company's annual Budget (the "Budget"), which will comprise the budgets of the Subsidiaries and the consolidated budget of the Company, and deciding on the scope of information to be included in the budgets presented for approval. ----------------------------------------------- ----------
8) Approving the Company's capital expenditures not provided for in the Budget approved by the Supervisory Board, unless such expense is not greater than the equivalent of PLN 2,500,000 and provided that the aggregated amount of such expenses not exceeding PLN 2,500,000 incurred by the Company does not exceed PLN 15,000,000 during a single financial year.-------------
9) Granting consent for the Company to extend sureties, guarantees, indemnities and all other forms of assuming liability for third-party obligations in connection with any obligations not-provided for in the Budget approved by the Supervisory Board or in excess of the value stated therein and which are outside the scope of the Company's ordinary course of business (for avoidance of doubt, any actions of the Company related to the construction process involving the construction of new stores or any store modernization will be regarded as being in the Company's ordinary course of business).----------------------------------------------------------------------
10) Granting consent for the establishment of a pledge, a mortgage, a transfer of title as collateral security and other encumbrances on the Company assets (except for the establishment of easements of transmission or land easements the establishment of which is required by law or under any prior contractual undertakings of the Company) granted in connection with any obligations not provided for in the Budget approved by the Supervisory Board or in excess of the value stated therein and which are outside the scope of the Company's ordinary course of business (for avoidance of doubt, any actions of the Company related with the construction process regarding the construction of new stores or any store modernization will be regarded as being in the Company's ordinary course of business).---------------------
11) Granting consent for the Company to assume any loans, credits or leasing undertakings not provided for in the Budget approved by the Supervisory Board, if the increase of the value of such type of obligations of the Company's group in a given financial year in result of assumption of a given obligation exceeded PLN 20,000,000. No consent is required from the Supervisory Board with respect to any loans and leasing obligations not provided for in the Budget which are incurred from the Subsidiaries.--------
12) Granting consent for the Company to assume any obligations not provided for in the Budget approved by the Supervisory Board other than the obligations assumed in the Company's ordinary course of business, unless the total value of such obligations assumed in a given financial year does not exceed the equivalent of PLN 10,000,000. No consent of the Supervisory Board is required with respect to any obligations not provided for in the
Budget which are incurred from the Subsidiaries.-----------------------------
13) Granting consent for the acquisition, subscription or sale by the Company of any shares in other companies and the accession to or exit from other business entities or companies by the Company.----------------------- ------
14) Execution by the Company of option agreements, forwards, currency swaps and other transactions in the forward and derivatives market, acquisition of shares in open and closed mutual funds and making equity investments regardless of the legal form thereof. ----------------------------- --------------
15) Granting consent for sale of the Company's assets having the book value in excess of PLN 1,000,000. No consent of the Supervisory Board is required if the sale of the Company assets is made to Subsidiaries. --------- ------------
16) Granting consent for the Company to acquire real estate for the net price in excess of PLN 1,000,000 for such real estate. ------------------------ ---------
17) Granting consent for the Company to build developments with the estimated net cost of construction in excess of PLN 4,000,000 for a single development or a group of related developments, unless they have been provided for in the Budget approved by the Supervisory Board. ------------- -----------------
18) Granting consent for the execution of agreements between the Company or its Subsidiaries and the Company shareholders holding the shares in the Company representing ------------------------------------------- --------------- at least 5% (five percent) of the overall number of votes in the Company or a related party of the Company or its Subsidiaries within the meaning of the accounting laws which the Company is required to comply with, except for (i) standard transactions and arms-length transactions executed within the scope of the Company's or the Subsidiaries' business; and (ii) transactions provided for in the Budget approved by the Supervisory Board. In case of long-term framework agreements which relate to capital expenditures to be incurred by the Company or its Subsidiaries, the exemptions referred to in items (i) and (ii) above do not apply, i.e. the consent of the Supervisory Board is required for each execution thereof (for avoidance of doubt, there is no need for the Supervisory Board to consent to the performance of specific actions or for the execution of partial agreements aimed at the completion of such long-term agreement). ------- -----------------------------
19) Granting consent for the implementation of an incentive program connected with the shareholders' interests and its allocation to the Company's key managers.-------------------------------------------------------
20) Granting consent for payment of interim dividend as provided in Article 349 § 1 of the Commercial Company Code. ---------------------------- ----------
21) Adopting resolutions referred to in §16 above. ------------------------ -------
In terms of § 17 sections 1(9), 1(10) and 1(13)-1(18) (except for the longterm framework agreements referred to in §17 section 1(18)) the consent of the Supervisory Board for the execution of any future agreements or the performance of the transactions referred in those provisions may also be granted by the Supervisory Board by providing in the Budget approved thereby framework terms for execution of agreements or performance of specific actions (e.g. by setting the amount up to which the Management Board may grant security interests or enter into agreements with a specific type of entities).-------------------------------------
If the Articles of Association require a consent for the conclusion by the Company or by a Subsidiary of an agreement with a related party and the value of one such transaction or a series of related transactions of the same type exceeds 1% (one percent) of the Consolidated Sales Value, such consent may not be granted if at least half of the members of the Supervisory Board referred to in §19 section 1 who participate in the meeting vote "against" the resolution. ---------------------- -------
The Management Board of the Company will take action to ensure that the relevant corporate documents of each of the Subsidiaries contain regulations under which each of the Subsidiaries will be required to notify the Supervisory Board of any planned transactions referred to in §17 section 3. ------------------------------- -----
If, irrespective of all the Sup-ervisory Board members being correctly notified of the meeting during which, according to the notification on convening of the meeting, a resolution on the matter referred to in section 3 is to be adopted, none of the Supervisory Board members referred to in §19 section 1 are present, the Chairperson of the Supervisory Board will immediately convene the next Supervisory Board meeting with an identical agenda for the date occurring no earlier than seven (7) days after the date of the first meeting, notifying the members of the Supervisory Board of the meeting in accordance with the procedure provided for in §15 section 3. If, regardless of the meeting of the Supervisory Board being convened again, none of the members of the Supervisory Board referred to in §19 section 1 are presented at such meeting, the Supervisory Board will be free to adopt the resolution referred to in section 3. -------------------------------------------------
If agreements referred to in § 17 section 1(18) are submitted to the Supervisory Board for approval, at least two (2) Supervisory Board members referred to in § 19 section 1, acting jointly, may demand that the vote on approving the agreement submitted to the Supervisory Board be preceded by an analysis of that transaction. The conditions and the scope of such analysis will be agreed upon with the Management Board by the Supervisory Board members referred to in § 19 section 1. -----------------------------------------------------------------------------------------
As long as the Company is an entity subject to public interest within the meaning of the Statutory Auditor Act, most of the Supervisory Board members sitting on the Audit Committee (including its chairperson) should meet the independence criteria within the meaning of the Statutory Auditor Act (or any regulations that replace the Act). At least one Supervisory Board member sitting on the Audit Committee should have the competence mentioned in Article 129 section 1 of the Statutory Auditor Act, at least one Supervisory Board member sitting on the Audit Committee should have the competence mentioned in Article 129 section 5 of the Statutory Auditor Act (or any regulations replacing that provision), or the individual members in specified scopes have the competence mentioned in this section (or any regulations replacing that provision).--------------------------------- -------------------------------
At least two (2) Supervisory Board members should meet the criteria of independence from the Company and entities with significant ties to the Company in accordance with Annex II to the Recommendation or the regulations that have come into effect to replace Annex II to the Recommendation, subject to additional requirements based on the Best Practice for WSE Listed Companies if they are not in contradiction with the independence criteria referred to in §19 section 1. A candidate for an independent member of the Supervisory Board submits to the Company, prior to his appointment to the Supervisory Board, a written statement on the satisfaction of the independence criteria. The same Supervisory Board member may satisfy the criteria set forth in §19 section 1 and section 2 of the Articles of Association.------------------------------------------------------------------
The Supervisory Board members referred to in § 19 section 1 or § 19 section 2, are required to immediately deliver to the Management Board a written representation to the effect that they no longer meet the independence criteria stated in §19 section 1 of §19 section 2.----------------------------------------------- ---------------
If: (i) the Management Board receives a written representation from a member of the Supervisory Board who had satisfied the criteria provided in §19 section 1 or §19 section 2 in the past that he or she no longer satisfies such criteria or receives such information from another reliable source and, (ii) if less than the majority of the Supervisory Board members sitting on the Audit Committee meet the criteria set forth in §19 section 1 or section 2 then the Management Board, immediately after receipt of such representation or such information, will convene a Shareholder Meeting to appoint the missing number of Supervisory Board members satisfying the criteria set forth in §19 section 1 or section 2 of the Articles of Association. Until changes in the composition of the Supervisory are made by adjusting the number of members who satisfy the criteria under §19 section 1 or section 2 of the Articles of Association to the requirements of the Articles of Association and the applicable law, the Supervisory Board operates in its existing composition.--------------------
If, as a result of voting by separate groups in accordance with Article 385 of the Commercial Company Code, the required number of Supervisory Board members meeting the criteria in §19 section 1 is not elected then the Management Board will immediately convene the Shareholder Meeting to bring the composition of the Supervisory Board to compliance with the requirements of §19 section 1 and the applicable law.-----------------------------------------------------------------------
The Management Board represents the Company outside and manages its current operations in accordance with the Budget approved by the Supervisory Board. ----
The Management Board work on the basis of the generally prevailing regulations and the by-laws of the Management Board adopted by the Supervisory Board. ----
The Management Board comprises of between one (1) and five (5) persons. The number of members of the Management Board of a given term is set by the Supervisory Board. ----------------------------------------------------------------------
Management Board members, including the President of the Management Board, are appointed and dismissed by the Supervisory Board. Members of the Management Board, including the President of the Management Board are appointed may be dismissed by the Supervisory Board at any time both for cause and without cause. ----------------------------------------------------------------------
Members of the Management Board are appointed for a joint term of three (3) years. The mandate of a member of the Management Board expires no later than on the date of holding the Shareholder Meeting approving the financial statements for the last full financial year of serving as a member of the Management Board. ----------
The Supervisory Board may suspend some or all of the members of the Management Board due to important reasons. ---------------------------------------- ---------------
Establishment of commercial proxy requires consent of all the Management Board members, while the commercial proxy may be revoked by any Management Board member acting alone. ------------------------------------------------------------ -------
No member of the Management Board may pursue any competitive interests or participate in any competing companies as a shareholder or member of its authorities without the consent of the Supervisory Board. --------------------------- - 9. Agreements with members of the Management Board are signed on behalf of the Company by the Chairperson of the Supervisory Board or by another member of the Supervisory Board, on the basis of an authorization granted by a resolution of the Supervisory Board. The same procedure is applied for the purposes of all the actions related with the employment relationship of any member of the Management Board. ---------------------------------------------------------------------
If the Management Board consists of a single member, representations of will on behalf of the Company are made by the sole member of the Management Board.
If the Management Board consists of several members, representations of will on behalf of the Company are made by two members of the Management Board acting jointly or by one member of the Management acting jointly with a commercial proxy.
Resolutions of the Management Board are adopted by absolute majority of votes.
In case of a tie, the President of the Management Board will have a casting vote.
Members of the Management Board may participate in the adoption of resolutions of the Management Board by voting in writing through another member of the Management Board. Voting in writing cannot pertain to any matters introduced to the agenda during a meeting of the Management Board. ------------- ----------------
The Management Board may adopt resolutions by following a written procedure or by means of remote communication. Management Board Resolutions are valid if all
of the members of the Management Board have been notified of the wording of a given draft resolution. ------------------------------------------------------------------
All the matters related with the operations of the Company which are not reserved by these Articles of Association as the powers of the Shareholder Meeting or the Supervisory Board will constitute the powers of the Management Board.-----------------------------------------
The Supervisory Board appoints the Audit Committee the composition of which complies with the Statutory Auditor Act (or any laws that would replace it) and the Best Practice for WSE Listed Companies. ------------------------------------- ---------
The tasks of the Audit Committee include, in particular: ---------------------- ------
(a) monitoring the financial reporting process; ---------------------------- ----------
(b) monitoring the effectiveness of the internal control systems and risk management systems and internal audit as regards financial reporting, ------
(c) monitoring the performance of financial audit activities, in particular performance of the audit by the audit firm, taking into consideration all the findings and conclusions of the Audit Supervision Commission referred to in the Statutory Auditor Act following from an inspection carried out in the audit firm;--------------------------------------------------------------------------------
(d) controlling and monitoring of the independence of the statutory auditor and audit firm, in particular if the audit firm provides the Company with non-audit services; ---------------------------------------------------------- ----------------- (e) informing the Supervisory Board or another supervisory or control body of the Company about the results of the audit and explanation on how the audit has contributed to reliability of financial reporting in the Company, and on the role of the audit committee in the audit process;------- -------------------------
(f) evaluating independence of the statutory auditor and giving consent to the auditor to provide permitted non-audit services in the Company;--------------
(g) developing a policy for selection of an audit firm to conduct the audit;-------
(h) developing a policy for the provision of permitted non-audit services by the audit firm carrying out the audit, by related parties of such audit firm and by a member of the audit firm network;------------------------------------ --------
(i) defining the procedure for selecting an audit firm by the Company;-- --------
(j) presenting the recommendation referred to in art. 16 section 2 of Regulation No. 537/2014, in accordance with the policies referred to in items g) and h), to the Supervisory Board, another supervisory or control body or the body referred to in Article 66 section 4 of the Accounting Act of 29 September 1994;
(k) submitting recommendations aimed at ensuring reliability of the financial reporting process in the Company.------------------------------------- ----------
The Company keeps accounts and accounting books in accordance with the prevailing laws, in the manner strictly reflecting its revenues, expenses and profits. 2. The financial year of the Company shall be the calendar year. --------------- -------- 3. The Management Board of the Company will prepare and submit to the Company's Supervisory Board the separate and consolidated annual financial statements on the dates agreed with the Supervisory Board, but not later than one (1) week prior to the publication thereof in accordance with the mandatory provisions of law, and unaudited monthly financial statements (in a layout consistent with the budget) within twenty five (25) days of the end of each month. The scope of those statements will be defined by the Supervisory Board. ----------- 4. The Management Board of the Company prepares the Budget of the Company for the next annual year in accordance with the terms provided in §17 section 1(7) and supplies it to all members of the Supervisory Board not later than 60 (sixty) days prior to the end of the financial year. --------------------------------- -----------------
The Budgets of the Company are subject to approval by the Supervisory Board prior to the commencement of the relevant financial year, unless the Supervisory Board adopts a resolution regarding a change of that deadline. -------- ---------------------
Any and all matters which are not regulated by these Articles of Association will be governed by the Commercial Company Code and other prevailing laws. --------------------
For the purposes of these Articles of Association: ---------------------------------------------
"Best Practices for WSE Listed Companies" means the "Code of Best Practice for WSE Listed Companies 2016" being a set of corporate governance principles and rules of conduct observed on the WSE (or any regulations that replace them); ---
"Commercial Company Code" means the Polish act dated 15 September 2000 - the Commercial Company Code (Journal of Laws of 2017 Item 1577, as amended);
"Subsidiary" means a subsidiary of the Company within the meaning of the accounting regulations that are binding on the Company; ----------------------------
"Consolidated Sales Value" means the value of consolidated sales generated by the group with the Company as parent thereof, as provided in the most recent audited consolidated financial statements; ------------------------------ --------------
"Tomasz Biernacki" means Tomasz Biernacki, PESEL: 73122207435; ----- --------
"Act on Trading" means the Polish act of 29 July 2005 on trading in financial instruments (Journal of Laws of 2017 Item 1768, as amended); --------------------
"Act on Offering" means the Polish act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and on public companies (Journal of Laws of 2016, Item 1639, as amended); -----
"Statutory Auditor Act" means the Polish act of 11 May 2017 on statutory auditors, audit firms, the self-government thereof and on public supervision (Journal of Laws of 2017 Item 1089, as amended); ----------------------------------
"Recommendation" means the Commission Recommendation No. 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board or any other regulations which will replace them. ---------------------------------------- -----------
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