Resolution No.1 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on election of the Chairman of the Extraordinary General Meeting
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
Mr Jerzy Modrzejewski has been hereby elected as the Chairman of this Extraordinary General
Meeting of Cyfrowy Polsat Spółka Akcyjna.
§ 2
The resolution comes into force on the date of adoption.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
Resolution No.2 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on election of the Ballot Committee
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna herebly elect Ms Małgorzata
Czaplicka to the Ballot Committee.
§ 2
The resolution comes into force on the date of adoption.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
Resolution No.3 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on election of the Ballot Committee
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna herebly elect Ms Agnieszka
Mazur to the Ballot Committee.
§ 2
The resolution comes into force on the date of adoption.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
Resolution No.4 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on election of the Ballot Committee
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna herebly elect Ms Agata
Krasuska-Zapadka to the Ballot Committee.
§ 2
The resolution comes into force on the date of adoption.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
Resolution No.5 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on approval of agenda of the
Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
The following agenda has been approved for this Extraordinary General Meeting:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Validation of convening the Extraordinary General Meeting and its ability to adopt resolutions.
4. Appointment of the Ballot Committee.
5. Approval of the agenda.
6. Adoption of a resolution on the admission of certain shares to trading on a regulated market,
carrying out other related operations and their dematerialization.
7. Adoption of a resolution amending the Articles of Association.
The wording to date:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three
thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three
hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each,
including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the
voting rights. Each A series share gives a right to two (two) votes in a General Meeting.-
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the
voting rights. Each B series share gives a right to two (two) votes in a General Meeting.-
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the
voting rights. Each C series share gives a right to two (two) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) registered shares series D, privileged as to the
voting rights. Each D series share gives a right to two (two) votes in a General Meeting.
5. 75,000,000 (seventy five million) bearer shares series E.
6. 5,825,000 (five million eight hundred twenty five thousand) bearer shares series F.-
Proposed wording:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three
thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three
hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each,
including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the
voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to
two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the
voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to
two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the
voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to
two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D
No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million, nine hundred seventeen thousand, five hundred and
one) registered shares, privileged as to the voting rights in a manner that each of the shares
entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million, eighty two thousand, four hundred and ninety nine) bearer shares
identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E
No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F
identified by the numbers F No. 1 - 5,825,000.
The wording to date:
Art. 27 par. 2
Shareholders participating in a General Meeting have a number of votes equal to the number of
shares held, with the proviso that the shares of Series A to D give the right to two (2) votes in a
General Meeting.
Proposed wording:
Hereby paragraph 2 of Article 27 of the Articles of Association of the Company has been
repealed.
8. Adoption of a uniform text of the Articles of Association to reflect the changes referred to in point 8
and 9 above.
9. Closure of the meeting.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 396 835 372 votes in favour of the resolution,
. 0 votes against the resolution,
. 6 555 384 votes abstained votes.
Resolution No. 6 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on admitting certain shares to trading on a regulated market, carrying out other related
operations and their dematerialization.
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
1. It has been resolved that 8,082,499 (eight million eighty two thousand four hundred and ninety
nine) bearer shares identified by the number D No. 166,917,502 - 175,000,000 shall be the
subject of application for admission to trading on a regulated market maintained by the Warsaw
Stock Exchange S.A. (GPW) and shall be subject to dematerialization. The same shall apply to
any other bearer shares if the Management Board decide that the Company shall apply for such
admission.
2. The Management Board is authorized and obligated to undertake any actual and legal actions
necessary for fulfilling the provisions of paragraph 1 above, in particular to:
1) file appropriate applications or notifications to the Polish Financial Supervision Authority, if
required,
2) performing appropriate activities with the National Depository for Securities S.A. (KDPW),
including conclusion of securities registration agreement KDPW, as set out in art. 5 of the law
of 29 July 2005 on trade in financial instruments for their dematerialization,
3) filing applications for admitting the shares for trading on GPW and introducing them for trading
on the stock market,
4) Concluding agreements for provision of the investment underwriting or service underwriting, if
the Management Board considers it appropriate,
5) executing all factual and legal activities, necessary for admitting the shares for trading on the
regulated market of GPW and their introduction into trading on the stock market.
3. The above mentioned activities will be conducted promptly after the appropriate changes in the
Company's Statue are performed and registered.
Voting result:
The number of shares from which t the valid votes were exercised: 215,890,756, that constitutes
80,46% in the capital.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 397 573 826 votes in favour of the resolution,
. 0 votes against the resolution,
. 5 816 930 votes abstained votes.
Resolution No 7 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on amending the Articles of Association of the Company
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna shall adopt the following:
§ 1
Article 8 of the Articles of Association of the Company shall be amended in such a way that its wording
to date:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three
thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three
hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each,
including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the
voting rights. Each A series share gives a right to two (two) votes in a General Meeting.-
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the
voting rights. Each B series share gives a right to two (two) votes in a General Meeting.-
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the
voting rights. Each C series share gives a right to two (two) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) registered shares series D, privileged as to the
voting rights. Each D series share gives a right to two (two) votes in a General Meeting.
5. 75,000,000 (seventy five million) bearer shares series E.
6. 5,825,000 (five million eight hundred twenty five thousand) bearer shares series F.
shall be replaced with a new word as follows:
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three
thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three
hundred and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each,
including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the
voting rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to
two (2) votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the
voting rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to
two (2) votes in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the
voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to
two (2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D
No. 1 - 175,000,000 including:
a) 166,917,501 (one hundred sixty six million, nine hundred seventeen thousand, five hundred and
one) registered shares, privileged as to the voting rights in a manner that each of the shares
entitles to two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million, eighty two thousand, four hundred and ninety nine) bearer shares
identified by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E
No. 1 - 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F
identified by the numbers F No. 1 - 5,825,000.
§ 2
1. Hereby paragraph 2 of Article 27 of the Articles of Association of the Company has been
repealed.
2. The so far paragraph 3 and 4 of Article 27 of the Articles of Association shall then be paragraph
2 and 3 of Article 27
§ 3
Voting result:
The resolution comes into force on the date it is passed, with effect from the date of its registration in
the register of entrepreneurs.
10
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
Resolution No.8 of 8 March 2010
of the Extraordinary General Meeting
of Cyfrowy Polsat Spółka Akcyjna with registered office in Warsaw
on adoption of a uniform text of the Articles of Association
The Extraordinary General Meeting of Cyfrowy Polsat Spółka Akcyjna resolves to adopt a uniform text
of the Articles of Association of the Company, considering the amendments adopted in this
Extraordinary General Meeting, with the following wording:
ARTICLES OF ASSOCIATION OF A PUBLIC LIMITED COMPANY
(consolidated text considering amendments implemented on 23 April 2009)
CHAPTER I
General provisions
Art. 1
The persons arriving are the founders of a joint-stock company, herein referred to as the Company
Art. 2
1. The business name of the Company is: Cyfrowy Polsat Spółka Akcyjna
2. The Company may also use its abbreviated name: Cyfrowy Polsat S.A. and its distinctive logo.
Art. 3
The registered office for the Company is in Warsaw.
Art. 4
The Company conducts its activity on the territory of the Republic of Poland and abroad.
Art. 5
The Company may establish branches as well as other organizational entities, incorporate companies,
join already existing companies and other business organizations
Art. 6
The term of the Company is unlimited.
CHAPTER II
The object of the Company
Art. 7
The object of the Company is:
1. Radio and television business;
2. telecom business;
3. Data processing;
4. database business;
5. IT business;
6. call center services;
7. arts and literary business;
8. entertainment business;
9. film, audio and video recordings, production and distribution, purchase and sale of copyrights;
10. advertising business;
11. printing business;
12. electrical equipment installation, repair and maintenance services;
13. radio and television transmitter installation, repair and maintenance services;
14. construction business;
15. real estate management;
16. real estate development, purchase, sale, rental and management;
17. telecom, television and radio equipment and machinery production;
18. electrical and electronic equipment production;
19. Rental of other machines and equipment;
20. loading, storing and warehousing of goods;
21. trade business (wholesale and retail), commission sale;
22. performance of research and technical analysis;
23. research and development activities within technical sciences;
24. holding business;
25. business and management advisory services;
26. financial services;
27. financial mediation.
An activity for which a concession or permit is required shall be undertaken by the Company after such
concession or permit has been obtained.
CHAPTER III
Share capital. Shares
Art. 8
Share capital of the Company amounts to 10,733,000 (ten million seven hundred and thirty three
thousand) zlotys, and is divided into 268,325,000 (two hundred and sixty eight million three hundred
and twenty five thousand) shares of face value of four groszy (0.04 zlotys) each, including:
1. 2,500,000 (two million five hundred thousand) registered shares series A, privileged as to the voting
rights, identified by the numbers A No. 1 - 2,500,000. Each A series share gives a right to two (2)
votes in a General Meeting.
2. 2,500,000 (two million five hundred thousand) registered shares series B, privileged as to the voting
rights identified by the numbers B No. 1 - 2,500,000. Each B series share gives a right to two (2) votes
in a General Meeting.
3. 7,500,000 (seven million five hundred thousand) registered shares series C, privileged as to the
voting rights identified by the numbers C No. 1 - 7,500,000. Each C series share gives a right to two
(2) votes in a General Meeting.
4. 175,000,000 (one hundred seventy five million) shares series D, identified by the numbers D No. 1 -
175,000,000 including:
a) 166,917,501 (one hundred sixty six million, nine hundred seventeen thousand, five hundred and
one) registered shares, privileged as to the voting rights in a manner that each of the shares entitles to
two (2) votes in a General Meeting identified by the numbers D No. 1 - 166,917,501,
b) 8,082,499 (eight million, eighty two thousand, four hundred and ninety nine) bearer shares identified
by the numbers D No. 166,917,502 - 175,000,000.
5. 75,000,000 (seventy five million) ordinary, bearer shares series E identified by the numbers E No. 1
- 75,000,000.
6. 5,825,000 (five million eight hundred twenty five thousand) ordinary, bearer shares series F
identified by the numbers F No. 1 - 5,825,000.
Art. 9
The Shares shall be paid up at # (one fourth) of their face value before the Company registration, and
the reminder in installments and dates indicated in a resolution of the General Meeting.
Art. 10
1. Conversion of shares from registered into bearer shares is done upon the motion of a shareholder.
2. The possibility of conversion of the bearer shares into registered shares is excluded.
Art. 11
1. The share capital may be increased:
a) through new shares issue,
b) through share face value increase.
2. Company shares are issued in series marked with subsequent letters of the alphabet.
3. A decrease of the share capital may be effected through:
a) a decrease in the share face value,
b) redemption of a part of shares, or
c) share consolidation.
Art. 12
1. Shares may be redeemed pursuant to a resolution of the General Meeting in the case of:
a) resolving to decrease the share capital,
b) purchase of own shares by the Company.
2. Redemption of shares requires a decrease in the share capital of the Company.
3. Shares may be redeemed upon a shareholder's request.
4. The repayment of redeemed shares shall be made according to the book value. In the case a the
company being a listed one, the repayment price is determined as an average share price of the
Company for the 30 previous days prior the resolution of the General Meeting regarding the
redemption.
CHAPTER IV
Authorities of the Company
Art. 13
The authorities of the Company's are:
I. The Management Board
II. The Supervisory Board
III. The General Meeting of Shareholders
I. THE MANAGEMENT BOARD
Art. 14
1. The Management Board conducts the Company's daily business under the lead of the President of
the Board and represents it in external relations.
2. All matters related to the business of the Company, not restricted by the law or the Articles of
Association to the competence of the Supervisory Board or the General Meeting are within the scope
the business of the Board.
3. A detailed procedure for the conduct of the Board of the Company is set out by the Regulations of
the Board, adopted by the Board and approved by the Supervisory Board.
Art. 15
1. The Management Board shall be composed of one (1) member, including the President of the
Board.
2. The Supervisory Board appointing members of the Board sets out their number.
3. The term of the First Board is two years. The term of each subsequent Board is three years. The
term of the Board is a joint one.
4. Members of the Board may be dismissed at any time by the Supervisory Board, not preventing them
from forwarding claims resulting from their employment agreements.
5. In a case of equal number of votes upon passing resolution by the Board, the President's vote shall
be the decisive one.
Art. 16
The following are entitled to issue statements on behalf on the Company:
-in the case of one person board - the President of the Board acting solely,
- in the case of group board - the President of the Board acting solely, two members of the Board
acting jointly, or a member of the board acting jointly with a proxy.
Art. 17
All the members of the Board must grant their consent to establishment of a proxy.
Each member of the Board may revoke the power of proxy.
Art. 18
The Supervisory Board is authorized to enter into agreements with members of the Board on behalf of
the Company.
II. THE SUPERVISORY BOAR
Art. 19
1. The Supervisory Board exercises permanent supervision over the Company's activities in all areas.
Within their supervisory competence, the Supervisory Board may claim any information or document
regarding the activities of the Company.
2. Competencies of the Supervisory Board include matters set out by the commercial companies code,
in particular:
a) audit of financial statements both with regards to its compliance with the books and documents and
the factual state, audit of interim and annual reports of the Board, and motions of the Board regarding
appropriation of profits and covering for the losses and forwarding a written report on results of the
audits to the General Meeting,
b) creating, once a year, and present before the Annual General Meeting a concise evaluation of the
situation of the Company, considering the evaluation of the internal control system, and the system for
managing risks relevant for the Company,
c) appointing members of the Board
d) delegating members of the Supervisory Board to temporarily perform functions of the members of
the Board who are unable to perform their duties,
e) suspending particular or all members of the Board for material reasons,
f) approving the regulations of the Board,
g) establishment of rules of setting remuneration for the members of the Board,
h) appointment of the auditors of the financial statements of the Company,
i) granting consent to disburse a down-payment toward a future dividend to shareholders.
3. Moreover, the following matters belong the competencies of the Supervisory Board:
a) creation and presentation of evaluation of the work of the Board before the Annual General
Meeting,
b) discussion and issuing an opinion regarding matters to be subject of resolutions of the General
Meeting,
c) approval of annual and long-term programs of activities of the Company developed by the Board,
d) determination of the level of remuneration for the members of the Supervisory Board delegated to
temporary performance of duties of a member of the Board,
e) granting consent for participation in other companies,
f) granting consent for entering into a material agreement by the Company with a related party,
g) granting consent for the Company to perform activities resulting in incurring liabilities with exception
of:
(i) activities anticipated in the annual plan of activities for the Company approved by the Supervisory
Board, or
(ii) activities resulting in incurring liabilities up to the amount of 10,000,000 zlotys (ten million zlotys),
including granting guarantees and issuing and guaranteeing bills of exchange, performed in the
course of daily business, including the business of pay television and MVNO.
h) issuing, upon a request of the Board, opinions on all matters relevant for the Company.
4. A detailed procedure of proceedings of the Supervisory Board, including the regulations of activities
of particular committees in its composition, is set out by the Regulations of the Supervisory Board set
out by them.
Art. 20
1. The Supervisory Board comprises from five to nine members including the Chairman of the
Supervisory Board.
2. The General Meeting, prior to election of members of the Supervisory Board for a new term,
determines the number of members the Supervisory Board.
3. The Supervisory Board, in a secret ballot, elects the Chairman of the Supervisory Board from
among its members.
4. The term of the Supervisory Board is three years and is performed jointly.
Art. 20a
In the period in which the shares of the Company shall be subject to public trade on a regulated
market as set out in the Law darted 29 July 2005 on trade in financial instruments, the Supervisory
Board may comprise two members meeting the criteria of an independent member of the Supervisory
Board, set out in the rules governing the regulated market on which the shares of the Company are
traded.
Art. 21
1. Meetings of the Supervisory Board are held at least once a quarter.
2. The Chairman of the Supervisory Board, or a member of the Supervisory Board indicated by the
Chairman convenes meetings of the Supervisory Board. The meetings of the Supervisory Board are
chaired by the Chairman, an in the case of their absence by a member of the Supervisory Board
appointed by the Chairman in writing, or another member of the Supervisory Board appointed by the
members present in the meeting.
3. Moreover, the Chairman convenes meetings of the Supervisory Board upon a motion of a member
of the Board, or a member of the Supervisory Board or upon a motion of shareholders representing at
least 1/10 (one tenth) of the share capital. Meetings of the Supervisory Board shall be convened at the
latest within 14 days of submitting a written motion to the Chairman.
Art. 22
1. Resolutions of the Supervisory Board are adopted by majority of votes cast. In the case equal
number of votes the Chairman's vote is decisive.
2. For the validity of resolutions of the Supervisory Board inviting all the members of the Supervisory
Board is required, and also presence of at least half of the composition of the Board.
3. Resolutions of the Supervisory Board may be adopted by means of remote direct communication,
and moreover, a member of the Board may cast their vote in writing through another member of the
Supervisory Board.
Art. 23
Members of the Supervisory Board exercise their rights and duties personally.
III. GENERAL MEETING
Art. 24
The General Meeting of Shareholders takes decisions limited to matters set out in the commercial
companies code and in the Articles of Association herein.
The following matters, in particular, require a resolution of the General Meeting:
a) discussion and approval of the report of the Board and the Supervisory Board, financial statements
for the previous year,
b) decision regarding appropriation of profits or covering for a loss,
c) approval of duties of the Supervisory Board and the Board,
d) appointment and revocation of members the Supervisory Board and determination of their
remuneration, with observation of provisions of 19,
e) amendments to the Articles of Association of the Company,
f) change to the business of the Company,
g) increase or decrease in the share capital,
h) merger or transformation of the Company,
i) dissolution or liquidation of the Company,
j) share issue,
k) sale or lease of the entity and assignment of usufruct rights and sale of factory premises for the
Company,
l) purchase of real estate or equipment for the Company, serving for permanent usufruct for a price
exceeding by 1/5 (one fifth) the paid-up share capital if the purchase takes place within two years of
the Company's registration,
m) all provisions regarding claims for compensation for damage caused upon establishment of the
Company, or exercise of management or supervision.
n) other issues set out by the provisions of the commercial companies code.
Art. 25
1. The General Meeting of Shareholders holds its meetings as ordinary or extraordinary.
2. Annual General Meeting shall take place no later than six month after conclusion of the fiscal year
of the Company.
3. The Extraordinary General Meeting is convened in cases set out in the Articles of Association
herein, and when bodies or persons authorized to convene General Meetings deem it advisable.
Art. 26
General Meetings are held in the Company's registered office.
Art. 27
1. Resolutions adopted by the General Meeting are legally binding regardless of the number of
Shareholders present in the Meeting and the number of shares they represent.
2. Shareholders may take part in the General Meeting personally or through representatives.
3. Members of the Supervisory Board and the Board participate in proceedings of the General
Meeting.
Art. 28
1. Resolutions of the General Meeting are normally adopted by regular majority of votes cast, unless
the provisions of the Commercial Companies Code or the Articles of Association set out stricter
conditions.
2. With observation of provisions of art. 417 § 4 of the Commercial Companies Code a change of
business of the Company may be executed without a share buyback.
3. In cases, when the balance sheet presented by the Board indicates a loss in excess of reserve and
surplus capitals, and 1/3 (one third) of the share capital (art. 397 of Commercial Companies Code) a
resolution regarding dissolution of the Company shall be passed with 2/3 (two thirds) of votes cast.
Art. 29
Proceedings of the General Meeting are open by the Chairman of the Supervisory Board or a person
indicated by them. Next the Meeting elects a Chairman of the Meeting, who takes over the
management of the proceedings and appoints a secretary, whose task is to prepare a list of
attendance with indication of shares held by each participant and the number of votes they are entitled
to. The attendance list signed by the Chairman of the Meeting shall be made available during the
proceedings.
ACCOUNTS OF THE COMPANY
Art. 30
The fiscal year corresponds to a calendar year.
Art. 31
The first fiscal year of the Company ends on 31 December 1996.
Art. 32
The Board of the Company is obligated to prepare, within three months of end of a fiscal year, and
present before the Supervisory Board an annual financial statements and a detailed written report on
the activities of the Company in the period.
Art. 33
The Company creates following capitals and funds:
a) Share Capital,
b) Reserve Capital,
c) other capitals and funds set out by the provisions of law.
Art. 34
The net profit of the Company may be appropriated in particular to:
1. reserve capital,
2. other capitals and funds set out by the provisions of law,
3. dividend for shareholders,
4. other purposes set out in a resolution of the General Meeting.
Art. 35
1.Dividend date and the dividend payment date are set by the Annual General Meeting of Company.
2. The Management Board is authorized to disburse a down-payment towards the future dividend
expected at the end of the fiscal year to shareholders.
FINAL PROVISION
Art. 36
To all matters, which are not regulated by these Articles of Association, the provisions of the
Commercial Companies Code shall apply.
Art. 37
1. The share of votes in the General Meeting of foreign persons and subsidiaries of foreign persons,
as set out by the Commercial Companies Code, shall not exceed 49 %.
2. Members of the Board of the Company and the Supervisory Board of the Company must be, in their
majority, Polish persons residing permanently in Poland.
3. The limitations set out in section 1 do not apply to foreign persons whose registered office or place
of residence is with the member state of the European Commercial Area.
Voting result:
The resolution comes into force on the date it is passed, with effect from the date of its registration in
the register of entrepreneurs.
403,390,759 votes were exercised on that resolution, out of which 403,390,759 were valid:
. 403 390 756 votes in favour of the resolution,
. 0 votes against the resolution,
. 0 votes abstained votes.
