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GM

Annual General Meeting on June 9, 2016

Resolutions adopted at the AGM on 9 June 2016.
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he Management of KORPORACJA KGL S.A. acting pursuant to Art. 395 § 1, art. 399 § 1, art. 4021 § 1 and § 2, art. 4022 of Commercial Companies Code, convenes the Annual General Meeting on 9 June 2016 at 10:00 am, which will be held in the Conference Room Sevilla in Mościska ul. Postępu 10 (05-080 Izabelin).

Documents relating to the Annual General Meeting of Shareholders of Korporacja KGL SA held on 09 June 2016.

We remind you that the registration date for participation in the General Meeting (RECORD DATE), pursuant to Art. 4061 § 1 of the CCC, is May 24, 2016.

REGULATIONS OF THE GENERAL MEETING

GENERAL RULES FOR CONVENING GM

In accordance with § 13 of the Articles of Association of the Issuer General Meeting take place in Warsaw or at the headquarters of the Issuer. The General Meeting shall be ordinary or extraordinary.

The Annual General Meeting shall be held not later than 30 June of the year following each completed fiscal year. The Annual General Meeting is convened by the Management Board. The Supervisory Board has the right to convene the Annual General Meeting, if the Management Board fails to convene it within the time specified in the Code of Commercial Companies or in Articles of Association and the Extraordinary General Meeting, if it deems it necessary. The Extraordinary General Meeting shall be convened within two weeks of a request by an authorized entity and should be held as soon as possible, but no later than within two months of a request by the Board (§ 3 para. 6 of the Rules of the General Meeting of the Issuer).

The Extraordinary General Meeting is convened by:

  • Management Board,
  • Supervisory Board,
  • shareholders representing at least half of the share capital or at least half of the votes of the Issuer.

The request for convening the Extraordinary General Meeting of Shareholders may also be adopted by the General Meeting of the Issuer.

Articles of Association do not authorize other persons to convene the General Meeting of Shareholders.

According to the art. 400 § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one twentieth of the share capital may request the convening of the Extraordinary General Meeting and placing certain issues on the agenda of the Extraordinary General Meeting. Articles of Association of the Issuer do not grant other persons the right to request the convening of an Extraordinary General Meeting. In case of failure to convene by the Management Board the Extraordinary General Meeting within two weeks from the date of presenting the Management Board by a shareholder or shareholders representing at least one twentieth of the share capital, request for convening this Extraordinary General Meeting, the shareholder or shareholders making this request shall be entitled to request Registry Court for authorization to convene an Extraordinary General Meeting, the chairman shall appoint the Court of Registration. On the basis of the authorization granted by the Court of Registration, shareholders are entitled to convene an Extraordinary General Meeting. In the notice of the Extraordinary General Meeting referred to above, you must refer to the order of the Court Registry. According to the art. 400 § 4 of the CCC shareholders on whose request was convened Extraordinary General Meeting, may apply to the Registry Court for an exemption from the obligation to cover the costs imposed by resolution of the Extraordinary General Meeting. The Extraordinary General Meeting convened pursuant to art. 400 § 1 of the CCC, adopts a resolution deciding whether the costs of convening and holding the meeting should be borne by the Issuer.

In addition, in accordance with Article 401 of Commercial Companies Code, a shareholder or shareholders representing at least one twentieth of the share capital may request the inclusion of specific issues on the agenda of the next General Assembly. This request in the public company should be submitted to the Board no later than twenty-one days before the date of the General Meeting and include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form. In the public company Management Board shall immediately, but not later than eighteen days before the scheduled date of the General Meeting, announce changes in the agenda introduced at the request of shareholders. The announcement is made in the manner appropriate for convening the General Meeting. According to the art. 401 § 4 of the CCC shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the General Meeting, submit to the Issuer in writing or by electronic means, draft resolutions concerning matters placed on the agenda of the General Meeting or matters which are to be implemented by them to order meeting. The Issuer shall promptly publish the draft resolutions on his website.

Each shareholder may, during the General Meeting, submit draft resolutions on issues included in the agenda.

In accordance with § 3. point 3 of the Regulations of the General Meeting in force at Issuer’s, shareholders convening the Extraordinary General Meeting, requesting its convening or requesting the inclusion of specific issues on the agenda of the Extraordinary General Meeting or the Annual General Meeting will present the Company documents showing that they are entitled to the right to convene an Extraordinary General Meeting, request its convening or request the inclusion of specific issues on the agenda.

The General Meeting is convened by an announcement that should be made on the Issuer’s website and in the manner prescribed for submission current information in accordance with the provisions of the Act on Public Offering. The announcement should be made at least twenty six days before the General Meeting.

The right to participate in the General Meeting have only those persons who are shareholders of the Issuer sixteen days before the General Meeting (date of registration for the General Meeting). The day of registration of participation in the General Meeting is the same for holders of bearer shares and registered shares. Holders of registered shares and temporary certificates and pledgees and users who are entitled to vote are entitled to participate in the General Meeting if they are entered in the share register at the record date for participation in the General Meeting. In order to participate in the General Meeting entitled under dematerialized bearer shares should demand no earlier than after the notice convening the General Meeting and no later than the first business day after the record date for participation in the General Meeting that the operator of the securities account issued a personal certificate of the right to participate in the General Meeting. Bearer shares in the form of a document entitle to participate in the General Meeting, if the documents are submitted to the Company no later than on the date of registration of participation in the General Meeting and they will not be collected before the end of the day. Instead of shares may be given a certificate of deposit of shares at a notary, a bank or an investment company or a branch established in the territory of the European Union or a State party to the Agreement on the European Economic Area, as indicated in the notice convening the General Meeting. The certificate shall specify numbers of share documents and notes that the documents will not be issued before the date of registration of participation in the General Meeting. The list of holders of bearer shares to participate in the General Meeting of the Issuer shall be determined on the basis of the shares deposited in the company and a list drawn up by the NDS in accordance with the provisions of the Act on Trading in Financial Instruments.
Cancel or change the terms of the General Meeting may, for important reasons only entity who convened it, with the proviso that if the General Meeting has been convened at the request of shareholders, the Board may revoke it or change the conditions for the meeting only at the request of shareholders, who demanded its convocation. Cancelation of General Meeting can take place at any time up to moment of its commencement. You can cancel the General Meeting by means ensuring reaching the revocation information to shareholders. Cancelation of General Meeting or change the terms of its holding should not prevent or restrict the rights of Shareholders to participate in the General Meeting (§ 4. 2, 4 – 5 of the Rules of the General Meeting of the Issuer).

According to the art. 412 § 1 of the CCC shareholder may participate in the General Meeting and exercise their voting rights in person or by proxy.

The list of shareholders entitled to participate in the General Meeting, signed by the Board, including authorized names and surnames or the company (name), their place of residence (seat), number, type and number of shares and number of votes, shall be made available in the Management Board three weekdays before the General Meeting. A shareholder may view the list of shareholders in the Management Board and request a copy of the list for reimbursement of the costs of its preparation. Public company shareholders may request the list of shareholders free of charge, giving the address to which the list should be sent. In this case, in accordance with § 5. 3 of the Rules of the General Meeting of the Issuer, the list should be sent three days before the date of the General Meeting.

The attendance list, containing the list of participants in the General Meeting, the number of shares that each of them represents, and of their voting rights, signed by the Chairman of the General Assembly, must be made immediately after the election of the chairman and available during the session of the General Assembly. At the request of shareholders holding one-tenth of the share capital represented at the General Meeting, the attendance list should be checked by a committee for this purpose, composed of at least three persons. Applicants have the right to elect one member of the committee. According to § 8 paragraph 4 of the Rules of the General Meeting of the Issuer on the attendance list should be also indicated proxies, representatives, as well as persons acting as organs of shareholders who are legal persons or authorized to represent them and persons acting for entities without legal personality, which is referred to in Article 331 of the Civil Code. These persons will be listed in the event to demonstrate authorization to act as a shareholder or on its behalf. Each entity eligible to participate in the General Meeting is entitled to view the attendance list and request its completion or correction by the Chairman of the General Meeting (§ 8 paragraph 6 of the Rules of the General Meeting of the Issuer).

Drafts of resolutions proposed for adoption by the General Assembly and other relevant materials should preferably be submitted to the shareholders before the General Assembly in time to become acquainted with them and assess them (§ 5, paragraph 1 of the Rules of the General Meeting of the Issuer).

Subject to the provisions of the Commercial Companies Code and the Articles of Association of the Issuer’s General Meeting is valid regardless of the number of shares represented. Resolutions of the General Assembly on the appointment and dismissal of members of the Supervisory Board shall require a quorum of shareholders representing at least half of the total number of shares.

According to the art. 411 § 1 of the CCC to each share is related the right to one vote at the General Meeting. A shareholder may vote differently for each share held. However, § 3 point 3 of Issuer’s Articles of Association provides preference shares also in terms of voting rights – each such share has two votes.

A proxy may exercise all rights of the shareholder at the General Meeting, unless otherwise stated in the power of attorney. A proxy may grant further power of attorney if it results from the power of attorney. A proxy may represent more than one shareholder and vote differently for each shareholder. A shareholder of a public company, whose shares are registered on the collective account may appoint separate proxies to exercise the rights of the shares registered in the account. Public company shareholders holding shares registered in more than one securities account may appoint separate proxies to exercise the rights of the shares registered on each account.

A shareholder may not, either personally or by proxy, vote on resolutions relating to his liability towards the company for any reason, including discharge, release from obligations to the company and the dispute between him and the company. Public company shareholders may vote as a proxy on resolutions relating to persons referred to above.

Resolutions of the General Meeting shall be passed by an absolute majority of votes, unless regulations of the Commercial Companies Code provide otherwise. Since at the Issuer there are shares with different rights, resolutions to amend the Articles of Association, reduction of capital and cancellation of shares that may violate the rights of shareholders of a given type of action will be adopted by way of a separate vote in each group (type) of shares. In each group of shareholders resolution should be adopted by a majority of votes, which is required to adopt such a resolution at the General Assembly.

The General Meeting may be attended by the auditor, directors, managers and other employees of the Company invited by the Board – during the consideration of the agenda item relating to aspects within the responsibility of the people and experts invited by the body convening the General Assembly – during the examination of the point agenda on aspects which are the subject of expert evaluation, or – with the consent of shareholders – during the examination of other points on the agenda. These people are not participants in the General Meeting and have no right to vote.

Competence of the General Assembly includes matters set out by the Commercial Companies Code and the Articles of Association. Acquisition and disposal of real property, perpetual usufruct or interest in real property or a share in perpetual usufruct does not require a resolution of the General Meeting.

According to the art. 421 § 4 of the CCC public company within one week of the end of the General Meeting shall disclose on its website the results of voting on the resolutions it has adopted. Voting results should be available until the deadline to appeal against the resolution of the General Meeting.

By Resolution of 8 May 2015 the Issuer accepted the Regulations of the General Meeting of Shareholders.

RIGHTS OF SHAREHOLDERS

IGHTS OF SHAREHOLDERS IN CONNECTION WITH GM

The right to convene the General Meeting and the appointment of the Chairman of the Meeting

According to the art. 399 § 3 of the Commercial Companies Code, shareholders representing at least half of the share capital or at least half of the votes of the Issuer may convene an Extraordinary General Meeting. Shareholders appoint the Chairman of the Extraordinary General Meeting. The Articles of Association do not provide otherwise in this respect.

Right to request convening of an Extraordinary General Meeting and placing certain issues on its agenda

According to the art. 400 § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one twentieth of the share capital may request the convening of the Extraordinary General Meeting and placing certain issues on the agenda of the Extraordinary General Meeting. The Articles of Association do not provide otherwise in this respect.

The right to submit an application to the Registration Court for authorization to convene an Extraordinary General Meeting

In case of failure to convene by the Management Board the Extraordinary General Meeting within two weeks from the date of presenting the Management Board by a shareholder or shareholders representing at least one twentieth of the share capital, request for convening this Extraordinary General Meeting, the shareholder or shareholders making this request shall be entitled to request Registry Court for authorization to convene an Extraordinary General Meeting, the chairman shall appoint the Court of Registration. On the basis of the authorization granted by the Court of Registration, shareholders are entitled to convene an Extraordinary General Meeting.

The right to place certain issues on the agenda of the General Meeting

A shareholder or shareholders representing at least one twentieth of the share capital may request the inclusion of specific issues on the agenda of the next General Meeting.

Right to submit draft resolutions to the Issuer prior to the date of the General Meeting and at the General Meeting

According to the art. 401 § 4 of the CCC shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the General Meeting, submit to the Issuer in writing or by electronic means, draft resolutions concerning matters placed on the agenda of the General Meeting or matters which are to be implemented by them to order of the meeting. Each shareholder may, during the General Meeting, submit draft resolutions on issues included in the agenda. The Articles of Association do not provide otherwise in this respect.

The right to participate in the General Meeting and exercise voting rights in person or by proxy

The right to participate in the General Meeting have only persons who are shareholders of the Issuer sixteen days before the General Meeting (date of registration for the General Meeting). The day of registration of participation in the General Meeting is uniform for holders of bearer shares and registered shares. Holders of registered shares and temporary certificates and pledgees and users who are entitled to vote are entitled to participate in the General Meeting if they are entered in the share register at the record date for participation in the General Meeting.

In order to participate in the General Meeting entitled under dematerialized bearer shares should demand no earlier than after the notice convening the General Meeting and no later than the first business day after the record date for participation in the General Meeting that the operator of the securities account issued a personal certificate of the right to participate in the General Meeting.

At the request of the holder of dematerialized bearer shares, the certificate should specify all or part of the shares registered in his securities account.

The certificate of entitlement to participate in the General Meeting includes:

  1. company (name), registered office, address and stamp of the issuer and the certificate number,
  2. number of shares,
  3. type and code of share,
  4. company (name), registered office and address of the company that issued the shares,
  5. nominal value of the share,
  6. name (company name) of the shareholder,
  7. office (place of residence) and address of the shareholder,
  8. the purpose of issuing the certificate,
  9. date and place of issue of the certificate,
  10. signature of the person authorized to issue the certificate.

With respect to the shares of a public company based on territory of Poland, stored on a collective account, a certificate of entitlement to attend the general meeting shall also be the document with the content indicated above, written in Polish or English and issued by the holder of the account (Article 10a of the Act on Trading in Financial Instruments).

Bearer shares in the form of a document entitle to participate in the General Meeting, if the documents are submitted to the Company no later than on the date of registration of participation in the General Meeting and are not collected before the end of the day. Instead of shares may be given a certificate of deposit of shares at a notary, a bank or an investment company or a branch established in the territory of the European Union or a State party to the Agreement on the European Economic Area, as indicated in the notice convening the General Meeting. The certificate shall specify numbers of share documents and notes that the documents will not be issued before the date of registration of participation in the General Meeting.

The list of holders of bearer shares entitled to participate in the General Meeting of the Issuer shall be determined on the basis of the shares deposited in the company and a list drawn up by the National Depository for Securities in accordance with the provisions of the Act on Trading in Financial Instruments. NDS draw up a list, referred to above, on the basis of lists submitted no later than twelve days prior to the General Meeting by authorized entities under the provisions of the Act on Trading in Financial Instruments. Basis for statements delivered to the NDS are issued certificates of entitlement to participate in the General Meeting of a public company. NDS provides the list to the Issuer referred to above, by means of electronic communication, not later than one week prior to the General Meeting. If for technical reasons the list cannot be made available in such a way, NDS issues it in the form of a document in writing not later than six days before the date of the General Meeting; edition takes place at the headquarters of NDS governing body.

Public company shareholders may transfer shares in the period between the date of registration of participation in the General Meeting and the date of closing of the General Assembly.

According to the art. 412 § 1 of the CCC shareholder may participate in the General Meeting and exercise their voting rights in person or by proxy. The method of voting and adopting resolutions is discussed in detail in Section III.21.2.5. of the Prospectus.
The list of shareholders entitled to participate in the General Meeting, signed by the Board, including authorized names and surnames or the company (name) their place of residence (seat), number, type and numbers of shares and number of votes, shall be made available in the Management Board by three weekdays before the General Meeting. A shareholder may view the list of shareholders in the Management Board and request a copy of the list for reimbursement of the costs of its preparation. Public company shareholders may request that the list of shareholders free of charge, giving the address to which the list should be sent.

The attendance list, containing the list of participants in the General Meeting, the number of shares that each of them represents, and of their voting rights, signed by the Chairman of the General Assembly, must be made immediately after the election of the chairman and available during the session of the General Assembly. At the request of shareholders holding one-tenth of the share capital represented at the General Meeting, the attendance list should be checked by a committee for this purpose, composed of at least three persons. Applicants have the right to elect one member of the committee.

According to the art. 411 § 1 of the CCC to each share is related the right to one vote at the General Meeting. A shareholder may vote differently for each share held. However, § 3 point 3 of Issuer’s Articles of Association provides preference shares also in terms of voting rights – each such share has two votes.

A proxy may exercise all rights of the shareholder at the General Meeting, unless otherwise stated in the power of attorney. A proxy may grant further power of attorney if it results from the power of attorney. A proxy may represent more than one shareholder and vote differently for each shareholder. A shareholder of a public company, whose shares are registered on the collective account may appoint separate proxies to exercise the rights of the shares registered in the account. Public company shareholders holding shares registered in more than one securities account may appoint separate proxies to exercise the rights of the shares registered on each account.

Power of attorney to participate in the General Meeting and exercise voting rights must be granted in writing or in electronic form. Granting power of attorney in electronic form does not require a secure electronic signature verified by a qualified certificate.

If a proxy at the General Meeting of a public company is a member of the Board, member of the Supervisory Board, liquidator, employee of a public company or a member of bodies or employee of a company or a cooperative of the company, power of attorney may authorize to represent at only one General Meeting. The proxy is obliged to disclose to the shareholder circumstances indicating the existence or possibility of a conflict of interest. Granting further proxy is excluded. The proxy referred to vote in accordance with the instructions given by the shareholder.

A shareholder may not, either personally or by proxy, vote on resolutions relating to his liability towards the company for any reason, including discharge, release from obligations to the company and the dispute between him and the company. Public company shareholders may vote as a proxy on resolutions relating to persons referred to above.

The right to request copies of documents and information from the Management concerning the Issuer

According to the art. 395 § 4 of the Commercial Companies Code, the shareholder has the right to request a copy of the report of the Management Board of the Issuer’s business and financial statement together with a copy of the report of the Supervisory Board and the auditor’s opinion, no later than fifteen days before the General Meeting. According to the art. 407 § 2 of the CCC, each shareholder has the right to request the issue of a copy of motions concerning matters included in the agenda of the next General Assembly.
Based on Article 421 § 3 of the Commercial Companies Code, the shareholder has the right to review the minutes book and request certified by the Board of copies of resolutions. In addition, pursuant to Art. 428 § 1 of the CCC, during the General Meeting the Management Board is obliged to provide at shareholder’s request information relating to the Issuer, if it is justified for the assessment of a matter on the agenda. A shareholder who was refused requested information during the General Meeting and who raised an objection to the minutes, may apply to the Court Registry on the commitment of the Management Board to provide information.

In addition, each shareholder can view the share register and request a copy for the reimbursement of the costs of its preparation.

Shareholder’s right to take legal action to set aside or annul the resolution of the General Assembly

If the resolution of the General Assembly is contrary to the Articles of Association or good practice and detrimental to the interests of the Issuer or aims at harming a shareholder, the shareholder may bring action against the Issuer to set aside the resolution adopted by the General Assembly. The shareholder is also entitled to bring an action for annulment of the resolution of the General Meeting contrary to the law.

The right to demand election of the Supervisory Board by voting in separate groups

According to the art. 385 § 3 of the Commercial Companies Code, at the request of shareholders representing at least one fifth of the share capital, the Supervisory Board should be elected at the next General Meeting by voting in separate groups.

The right to request the convening of the General Meeting or to include in the agenda of the General Meeting on the examination by certified Auditor an issue related to the Issuer or the conduct of its affairs

According to the art. 84 of the Act on Public Offering granted the shareholder or shareholders holding at least 5% of the total number of votes at the General Meeting, have the right to apply for adoption of a resolution of the General Meeting on examination by an expert, at the expense of the Issuer, a specific issue related to the Issuer or the conduct of its cases (special auditor).

Right to request a personal certificate of deposit

According to the art. 328 § 6 of the Commercial Companies Code, shareholders holding dematerialized shares of the Issuer are entitled to registered deposit certificate issued in accordance with the provisions of the Act on Trading in Financial Instruments.

The right to demand the restoration of certificated form of shares (abolition of dematerialization of shares)

A shareholder or shareholders representing at least one twentieth of the share capital may request the inclusion in the agenda of the General Meeting issue of resolution on the abolition of dematerialization of shares.

The right to information about the relation of dominance

A shareholder may request that a commercial company which is a shareholder of the Issuer, provided information, whether it is in relation of dominance or dependence to a given commercial company or cooperative which is also a shareholder of the Issuer. Grantee may request the disclosure of the number of shares or votes or the number of shares or votes that commercial company has in the Issuer, including as a pledgee, user or under agreements with other individuals. Request for information and the answers should be submitted in writing.

Contact

General Assembly

e-mail: wz@kgl.pl