pl en
Authorities
Board of directors

zarzad

BOARD OF DIRECTORS

In accordance with § 7 of the Articles of Association, the Board consists of one or more members. The Supervisory Board determines the number and appoints members of the Board for their appointment.

Term of office of Member of the Management Board shall be five years. The Supervisory Board may revoke or suspend a Member of the Board only for a good reason. A good reason shall be considered lasting longer than 2 months inability to exercise the function of Member of the Board, as well as dealing, without the prior consent of the Supervisory Board, with competing interests, in particular by the possession or acquisition of shares in a competing company or joining competitive company or other competitive legal partner as a member of its management or supervisory bodies or representing competitive company as a proxy (with the exception of the subsidiaries within the meaning of the Commercial companies Code).

According to the art. 368 § 4 of the CCC, each of the members of the Issuer’s Management Board may be dismissed or suspended also by the resolution of the General Meeting of Shareholder.

The mandates of Management Board members shall expire on the date of the General Meeting approving financial statements for the last full financial year of office, and prior to that date as a result of death, resignation or dismissal from the Management Board.

Currently on the Board of the Issuer sit only men, but the members of the Supervisory Board are also women. When selecting candidates for members of supervisory and management bodies, the authorities empowered to do so are guided by the interests of the Company and its shareholders, taking into account the relevant qualifications of the candidates, their skills and efficiency. Decisions regarding the appointment to the position of management or supervision are not dictated by gender. Issuer cannot therefore ensure a balanced participation of women and men in management and supervisory board.

 

PRESIDENT OF THE BOARD - KRZYSZTOF STANISŁAW GROMKOWSKI

Term of office from 9 June 2016 to 9 June 2021.

Competences in the Company: performs advisory functions for the protection of the environment and technical consulting involving optimization of operation of energy networks, development of construction infrastructure and other issues related to this area.

KNOWLEDGE AND PROFESSIONAL EXPERIENCE

Krzysztof Gromkowski has a secondary education, in 1981 graduated from Technical School of Geological Survey in Warsaw, received the title of technician geologist.

Krzysztof Stanisław Gromkowski He has broad and extensive experience in consulting in business activity and management, acquired in the course of conducted from 1992 own business activity.

Krzysztof Stanisław Gromkowski also has more than 20 years of experience in current and strategic management of commercial companies.

PROFESSIONAL EXPERIENCE:

  • in the period 1992 – 2001 – partner in partnership Korporacja KGL S.C. Lech Skibiński, Zbigniew Okulus, Krzysztof Gromkowski,
  • from November 2001 to May 2003 – Vice President of the Management Board of the Issuer,
  • from May 2003 – President of the Board of the Issuer,
  • from June 2002 – Director of the Lithuanian company UAB Korporacja KGL
  • from August, 2006 – President of the Board in Marcato
  • from December 2003 – President of the Board in CEP Polska.

Management and supervisory functions

Currently Krzysztof Gromkowski performs the following functions in the governing bodies of capital companies:

  • Korporacja KGL S.A. – President of the Board,
  • Marcato Sp. z o.o. – President of the Board,
  • C.E.P. Polska Sp. z o.o. – President of the Board,
  • UAB Korporacja KGL – Director

In the last 5 years Krzysztof Stanisław Gromkowski has not been and is not currently a member of the management, supervisory or administrative boards of other companies and partnerships than those indicated above.

HELD SHARES

  Number of shares Shares in the capital Number of votes Participation in GM
Krzysztof Gromkowski 1 352 300 18,89% 2 354 588 21,08%
privileged 1 002 288 14,00% 2 004 576 17,95%
bearer shares 350 012 4,89% 350 012 3,13%

Official PUBLIC indictments AND SANCTIONS from THE STATUTORY AND REGULATORY BODIES

In the last 5 years:

  • Krzysztof Gromkowski was not a partner in other companies and partnerships.
  • there were no cases of bankruptcy, receivership or liquidation with respect to entities in which Krzysztof Gromkowski acted in the management, supervisory or administrative board, and where he was a senior manager.
  • there were no official public accusations or sanctions in relation to Krzysztof Gromkowski by statutory or regulatory authorities (including recognized professional bodies).
  • Krzysztof Gromkowski not received within the aforementioned period injunction action or ban on participating in managing, participating in supervisory board or conduct of the affairs of any company.
  • Krzysztof Gromkowski has not been entered in the Register of Insolvent Debtors,
  • has not been deprived the right to conduct business on his own account and rights to be a member of supervisory board, representative or proxy in a commercial company, state enterprise, cooperative, foundation or association,
  • in relation to Krzysztof Gromkowski were not issued any convictions in relation to fraudulent offenses.
VICE PRESIDENT - ZBIGNIEW OKULUS

Term of office from 9 June 2016 to 9 June 2021.

Competences in the Company: advisory functions related to the improvement of quality standards, organization of work of the Company, analysis of the requirements for obtaining quality certifications (ISO, BRC), ongoing monitoring of quality of service and KGL work organization.

KNOWLEDGE AND PROFESSIONAL EXPERIENCE

Zbigniew Okulus has a secondary economic education, in 1979 he graduated from Oskar Lange School of Economic in Warsaw profile: economics and organization of industrial enterprises.

Zbigniew Okulus has experience in consulting in business activity and management, acquired in the course of conducted from 2004 own business activity, and through participation in the following capital companies.

Zbigniew Okulus also has more than 20 years of experience in current and strategic management of commercial companies.

PROFESSIONAL EXPERIENCE:

  • in the period 1992 – 2001 – partner in partnership Korporacja KGL S.C. Lech Skibiński, Zbigniew Okulus, Krzysztof Gromkowski,
  • from November 2001 – Vice President of the Board of the Issuer,
  • from August 2006. To October 2008 – Vice President in Marcato,
  • from November 2008 – Member of the Supervisory Board of Marcato,
  • from December 2003. – Vice President of CEP Polska.

Moreover, in the period 1999 -2002 Zbigniew Okulus was a member of the Supervisory Board of Pharmaceutical Company ARGON SA located in Lodz.

management and supervisory functions

Currently, Zbigniew Okulus performs the following functions in the governing, supervisory or administrative bodies of capital companies:

  • Korporacja KGL S.A. – Vice President of the Board of the Issuer,
  • Marcato – Member of the Supervisory Board,
  • C.E.P. Polska Sp. z o.o. – Vice President of the Board.

In the last 5 years Zbigniew Okulus has not been and is not currently a member of the management, supervisory or administrative boards of other companies and partnerships than those mentioned above.

HELD SHARES

  Number of shares Shares in the capital Number of votes Participation in GM
Zbigniew Okulus 1 352 300 18,89% 2 354 588 21,08%
privileged 1 002 288 14,00% 2 004 576 17,95%
bearer shares 350 012 4,89% 350 012 3,13%

Official PUBLIC indictments AND SANCTIONS from THE STATUTORY AND REGULATORY BODIES

In the last 5 years:

  • Zbigniew Okulus was not a partner in other companies and partnerships.
  • there were no cases of bankruptcy, receivership or liquidation with respect to entities in which Krzysztof Gromkowski acted in the management, supervisory or administrative board, and where he was a senior manager.
  • there were no official public accusations or sanctions in relation to Zbigniew Okulus by statutory or regulatory authorities (including recognized professional bodies).
  • Zbigniew Okulus did not receive within the aforementioned period injunction action or ban on participating in managing, participating in supervisory or conduct of the affairs of any company.
  • Zbigniew Okulus has not been entered in the Register of Insolvent Debtors,
  • has not been deprived the right to conduct business on his own account and rights to be a member of supervisory board, representative or proxy in a commercial company, state enterprise, cooperative, foundation or association,
  • in relation to Zbigniew Okulus were not issued any convictions in relation to fraudulent offenses
  • has not been convicted for offenses specified in Chapters XXXIII – XXXVII CC and art. 587 and Art. 590 – 591 CCC
VICE PRESIDENT - LECH SKIBIŃSKI

Term of office from 9 June 2016 to 9 June 2021.

Competences in the Company: technical advice related to the production infrastructure, implementation of new solutions for the optimization of processes in the area of production, development of new products and research of product trends.

KNOWLEDGE AND PROFESSIONAL EXPERIENCE

Lech Skibiński has a university degree, in 2002 graduated from the College of Commerce and International Finance in Warsaw, Faculty of Finance and Banking, specialization – international finance.

In 2004 graduated from the Faculty of Management and Marketing at the School of Management and Marketing, specialization – financial management.

Lech Skibiński has experience in consulting in business activity and management, acquired in conducted from 2007 own business activity currently under the name “LS Consulting – Lech Skibiński” and through participation in the following capital companies. Lech Skibiński also has more than 20 years of experience in current and strategic management of commercial and production companies.

PROFESSIONAL EXPERIENCE:

  • in the period 1992 – 2001 – partner in partnership Korporacja KGL S.C. Lech Skibiński, Zbigniew Okulus, Krzysztof Gromkowski,
  • from November 2001 to May 2003 – President of the Management Board of the Issuer,
  • from May 2003. – Vice President of the Management Board of the Issuer,
  • from August 2004 – Vice President of the Management Board of Marcato,
  • from December 2003  – Vice President of the Management Board of CEP Polska,
  • from January 2013. – Deputy Director of the company UAB Korporacja KGL.

Lech Skibiński also held a number of training courses related to enterprise management:

  • January 2003 – Hedging – training in effective hedge market risks in the enterprise,
  • January 2004 – Training in the assessment of the financial condition of the counterparty,
  • January 2006 – Training in the field of strategic management in the enterprise,
  • June 2012 – Personal Efficiency Program Training.

Management and supervisory functions

Currently Lech Skibiński performs the following functions in the management, supervisory and administrative bodies of capital companies:

  • Korporacja KGL S.A. – Vice President of the Management Board,
  • Marcato Sp. z o.o. – Vice President of the Management Board
  • C.E.P. Polska Sp. z o.o. – Vice President of the Management Board,
  • UAB Korporacja KGL – Deputy Director.

In the last 5 years 5 lat Lech Skibiński has not been and is not currently a member of the management, supervisory or administrative boards of other companies and partnerships than those mentioned above

HELD SHARES

  Number of shares Shares in the capital Number of votes Participation in GM
Lech Skibiński 1 352 300 18,89% 2 354 588 21,08%
privileged 1 002 288 14,00% 2 004 576 17,95%
bearer shares 350 012 4,89% 350 012 3,13%

Official PUBLIC indictments AND SANCTIONS from THE STATUTORY AND REGULATORY BODIES

In the last 5 years:

  • Lech Skibiński he was a partner in other companies and partnerships.
  • there were no cases of bankruptcy, receivership or liquidation with respect to entities in which Lech Skibiński acted on the management, supervisory or administrative board, as well as, where he was a senior manager.
  • there were no official public accusations or sanctions in relation to Lech Skibiński by statutory or regulatory authorities (including recognized professional bodies).
  • Lech Skibiński did not receive within the aforementioned period injunction action or ban on participating in managing, participating in supervisory or conduct of the affairs of any company.
  • Lech Skibiński has not been entered in the Register of Insolvent Debtors,
  • has not been deprived the right to conduct business on his own account and rights to be a member of supervisory board, representative or proxy in a commercial company, state enterprise, cooperative, foundation or association,
  • in relation to Lech Skibiński were not issued any convictions in relation to fraudulent offenses
  • has not been convicted for offenses specified in Chapters XXXIII – XXXVII CC and art. 587 and Art. 590 – 591 CCC
VICE PRESIDENT - IRENEUSZ STRZELCZAK

Term of office from 9 June 2016 to 9 June 2021.

Competences in the Company: advisory and information functions for the acquisition and implementation of tools necessary for the proper functioning and development of the Issuer.

KNOWLEDGE AND PROFESSIONAL EXPERIENCE

Ireneusz Strzelczak has a university degree, in 1984 graduated from Warsaw University, Faculty of Mathematics and Mechanics, specialty – theoretical mathematics.

Ireneusz Strzelczak has experience in consulting in business activity and management, acquired in conducted from 2007 own business activity currently under the name: „Ireneusz Strzelczak” and through participation in the following capital companies.

Ireneusz Strzelczak has experience in current and strategic management of commercial companies.

PROFESSIONAL EXPERIENCE:

  • from November 2001 – Vice President of the Management Board of the Issuer,
  • from August 2006 to October 2008 – Vice President of the Management Board in Marcato,
  • from November 2008 – Member of the supervisory board in Marcato,
  • from December 2003  – Vice President of the Management Board in C.E.P. Polska.

management and supervisory functions

Currently, Ireneusz Strzelczak performs the following functions in management, supervisory and administrative bodies of capital companies:

  • Korporacja KGL S.A. – Vice President of the Management Board,
  • C.E.P. Polska Sp. z o.o. – Vice President of the Management Board,
  • Marcato Sp. z o.o. – Member of the supervisory board.

In the last 5 years 5 lat Ireneusz Strzelczak has not been and is not currently a member of the management, supervisory or administrative boards of other companies and partnerships than those mentioned above

HELD SHARES

  Number of shares Shares in the capital Number of votes Participation in GM
Ireneusz Strzelczak 1 352 300 18,89% 2 354 588 21,08%
privileged 1 002 288 14,00% 2 004 576 17,95%
bearer shares 350 012 4,89% 350 012 3,13%

Official PUBLIC indictments AND SANCTIONS from THE STATUTORY AND REGULATORY BODIES

In the last 5 years:

  • Ireneusz Strzelczak was not partner in other companies and partnerships.
  • there were no cases of bankruptcy, receivership or liquidation with respect to entities in which Ireneusz Strzelczak acted on the management, supervisory or administrative board, as well as, where he was a senior manager.
  • there were no official public accusations or sanctions in relation to Ireneusz Strzelczak by statutory or regulatory authorities (including recognized professional bodies).
  • Ireneusz Strzelczak did not receive within the aforementioned period injunction action or ban on participating in managing, participating in supervisory or conduct of the affairs of any company.
  • Ireneusz Strzelczak has not been entered in the Register of Insolvent Debtors,
  • has not been deprived the right to conduct business on his own account and rights to be a member of supervisory board, representative or proxy in a commercial company, state enterprise, cooperative, foundation or association,
  • in relation to Ireneusz Strzelczak were not issued any convictions in relation to fraudulent offenses
  • has not been convicted for offenses specified in Chapters XXXIII – XXXVII CC and art. 587 and Art. 590 – 591 CCC
Supervisory board

n accordance with § 9.1 of Articles of Association of the Issuer, the Supervisory Board consists of 5 to 7 members, including the Chairman and Vice-Chairman of the Supervisory Board. The number of members of the Supervisory Board is determined by the General Assembly by resolution.

Currently, the Issuer’s Supervisory Board consists of the following persons:

Imię i nazwisko Funkcja Początek obecnej kadencji Koniec Kadencji
Tomasz Dziekan Przewodniczący
Rady Nadzorczej
9 czerwca 2016 9 czerwca 2021
Artur Lebiedziński Wiceprzewodniczący
Rady Nadzorczej
9 czerwca 2016 9 czerwca 2021
Hanna Skibińska Członek Rady Nadzorczej 9 czerwca 2016 9 czerwca 2021
Lilianna Gromkowska Członek Rady Nadzorczej 9 czerwca 2016 9 czerwca 2021
Bożena Kubiak Członek Rady Nadzorczej 9 czerwca 2016 9 czerwca 2021
Maciej Gromkowski Członek Rady Nadzorczej 9 czerwca 2016 9 czerwca 2021

 

The Supervisory Board acts collectively. Members of the Supervisory Board perform their duties in person. Members of the Supervisory Board shall perform their functions at the seat of the Issuer (address: Mościska, ul. Postępu 20, 05-080 Izabelin)

Independent members:

  • Tomasz Dziekan – Chairman of the Supervisory Board
  • Artur Lebiedziński – Vice-Chairman of the Supervisory Board

Conflicts of interest:
According to the statements of the members of management and supervisory bodies of the Issuer between some members of the Management Board and members of the Supervisory Board exist the following family and actual connections:

  • Krzysztof Stanisław Gromkowski – President of the Board – is married to Liliana Gromkowska- Member of the Supervisory Board and the father Maciej Gromkowski, also Member of the Supervisory Board,
  • Lilianna Gromkowska – Member of the Supervisory Board is married to Krzysztof Stanislaw Gromkowski – President of the Board and mother of Maciej Gromkowski – Member of the Supervisory Board,
  • Maciej Gromkowski – Member of the Supervisory Board is the son of Krzysztof Stanislaw Gromkowski – President of the Board and Liliana Gromkowska – Member of the Supervisory Board,
  • Lech Skibiński – Vice President – is the husband of Hanna Skibińska – Member of the Supervisory Board,
  • Hanna Skibińska – Member of the Supervisory Board is married to Lech Skibiński – Vice President,
  • Zbigniew Okulus – Vice President – remains in the same household with Bożena Kubiak – Member of the Supervisory Board,
  • Bożena Kubiak – Member of the Supervisory Board – remains in the same household with Zbigniew Okulus – Vice President.

Reports of the Supervisory Board for individual years.

CFO
SHAREHOLDING STRUCTURE

SHARE IN THE SHARE CAPITAL OF THE ISSUE

SHARE IN VOTES PER IC OF THE ISSUER

Numbers of shares Share in the share capital Number of votes Share In IC
Lech Skibiński 1 337 300 18,68% 2 339 588 20,95%
Krzysztof Gromkowski 1 359 800 18,99% 2 362 088 21,15%
Ireneusz Strzelczak 1 359 800 18,99% 2 362 088 21,15%
Zbigniew Okulus 1 352 300 18,89% 2 354 588 21,08%
OFE Nationale Nederlanden 600 000 8,38% 600 000 5,37%
TFI Aviva Investors Poland 726 989 10,15% 726 989 6,51%
free float 423 011 5,92% 423 011 3,79%
TOTAL 7 159 200 100% 11 168 352 100%

LOCK-UP

Executing shareholders of the Issuer, i.e. Krzysztof Gromkowski, Lech Skibiński, Ireneusz Strzelczak and Zbigniew Okulus declare that they do not intend for a period of 12 months from the date of approval of the Prospectus make any sale of the shares of the Issuer.

On January 26, 2016 lock-up agreements were concluded between the Company the following shareholders:

  • Krzysztof Gromkowski – President of the Board,
  • Lech Skibiński – Vice President,
  • Ireneusz Strzelczak – Vice President,
  • Zbigniew Okulus – Vice President

and Dom Maklerski Banku Ochrony Środowiska, based in Warsaw (DM BOS).

Company and the shareholders have pledged to refrain within 12 months from the date of approval of the prospectus prepared in connection with the public offering of 1,750,000 ordinary series C bearer shares (New Issue Shares) and in connection with the application for admission to trading on the parallel market shares of series A1, B1 and C and rights to series C shares of Korporacja KGL SA, i.e. until 22 October 2016 activities aimed at the sale of owned Company shares series A, A1, B and B or otherwise dispose of the Company shares, if in result of such a regulation the shares could be disposed in the abovementioned period. Under lock-up agreement, commitment referred to above will not apply in case of an offer to buy the shares directed to all shareholders of the Company.

POTENTIAL CHANGES IN SHAREHOLDING STRUCTURE

In the near future there are not expected significant changes in the shareholding structure. Neither the Issuer himself, nor by any subsidiaries or other persons acting on his behalf or for his benefit does not own shares of the Issuer. The Issuer has not issued any convertible securities, exchangeable securities or securities with warrants. In particular, the Issuer has not issued any bonds convertible into shares or bonds with pre-emptive rights to acquire shares of the Issuer. The Group has no employee share programs.

GOVERNANCE RULES

ssuer’s Supervisory Board by resolution No. 02/08/2015 of 24 August 2015 introduced for use by all members of the Supervisory Board, as well as by the Supervisory Board as the body and at the same time recommended the use in the Company all corporate governance rules set out in the document “Good Practices for WSE Listed Companies” adopted by resolution of the Supervisory Board of the Warsaw Stock Exchange of 21 November 2012, as amended by subsequent resolutions of the Supervisory Board of the Warsaw Stock Exchange with the exception of the following rules:

  • Rules from Section I, point 5 worded as follows:

„A company should have a remuneration policy and rules of its defining. The remuneration policy should in particular determine the form, structure and level of remuneration of directors and managers. In determining the remuneration policy for members of supervisory and management company should apply the European Commission Recommendation of 14 December 2004 on supporting a suitable payroll of directors of listed companies (2004/913 / EC), supplemented by a recommendation from the European Commission of 30 April 2009 (2009/385/EC)”.
Explanation of the Issuer
Currently, the Issuer does not have a remuneration policy and rules of its determination in accordance with this principle. Remuneration of members of management and supervisory bodies are referred to the scope of tasks, responsibilities from his position and economic performance. The Company does not intend to introduce remuneration policy using the recommendations of the European Commission, in order to keep greater discretion in this area.

  • Rules from Section I, point 9 worded as follows:

„WSE recommends public companies and their shareholders that they ensure a balanced participation of women and men in management and supervisory functions in companies, thus reinforcing the creativity and innovation of company’s business”.
Explanation of the Issuer
Currently on the Board of the Issuer sit only men, but the members of the Supervisory Board are also women. When selecting candidates for members of supervisory and management bodies, the authorities empowered to do so are guided by the interests of the Company and its shareholders, taking into account the relevant qualifications of the candidates, their skills and efficiency. Decisions regarding the appointment to the position of management or supervision are not dictated by gender. Issuer cannot therefore ensure a balanced participation of women and men in management and supervisory board.

  • Rules from Section I, point 12 worded as follows:

„The company should provide shareholders with the opportunity to exercise in person or by proxy right to vote during the general meeting, excluding the general meeting, by means of electronic communication”.
Explanation of the Issuer
In accordance with the provisions of the Commercial Companies Code, the opportunity to participate in the General Meeting by means of electronic communication requires the approval of this mode in Articles of Association of the Company. This solution is not compulsory, and the current Articles of Association of the Issuer does not contain such provisions. In the opinion of the Issuer’s Articles of Association and the applicable Regulations of the General Assembly regulate the conduct and participate in General Meetings in a comprehensive and fully adequate manner.

  • Rules of Section II point 1, item 2a) worded as follows:

„The Company runs a corporate website and where it publishes, in addition to the information required by law (…) annually, during the fourth quarter – information on the participation of women and men respectively in the board and the supervisory board of the company in the last two years,
Explanation of the Issuer
In the Issuer decisions on appointments of management or supervision are not dictated by gender. Due to the exclusion of the principle of Section I point 9 (the Issuer cannot ensure balanced participation of women and men in management and supervisory) the obligation of posting on the website the relevant information is therefore excluded.

  • Rules of Section II point 1, item 12) worded as follows:

„The Company runs a corporate website and where it publishes, in addition to the information required by law (…) in case of the introduction in the company incentive scheme based on shares or similar instruments – information about the projected cost to be incurred by the company in connection with its introduction”.
Explanation of the Issuer
The issuer does not plan to introduce an incentive scheme based on shares or similar instruments, therefore, will not be post on the website of such information.

  • Rules of Section II point 2 worded as follows:

„The company provides its website in English, at least to the extent specified in Section II point 1”.
Explanation of the Issuer
Given the size of the Issuer and the expected market capitalization, in the opinion of the Issuer future exposure to foreign investors will be small. In the Issuer’s costs incurred in connection with the operation and updating a website in English, would be disproportionate to the likely scale of investor interest in this kind of convenience.

  • The rules of Section III of the point 6 worded as follows:

„At least two members of the Supervisory Board should meet the criteria of independence from the company and entities with significant connections with the company. The independence criteria of Supervisory Board members should be applied under Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory). Notwithstanding the provisions of paragraph b) of the said Annex, a person who is an employee of the company, a subsidiary or affiliate cannot be deemed to meet the independence criteria referred to in the Annex. In addition, a relationship with a shareholder precluding the independence of a member of the Supervisory Board as understood in this rule is an actual and significant relationship with any shareholder who has the right to exercise at least 5% of the total number of votes at the General Meeting “.
Explanation of the Issuer
The issuer indicates that it is intended that the Issuer’s Supervisory Board consisted of a minimum of 6 members. Currently, the Supervisory Board consists of 5 members, because the intention of the shareholders in relation to the public issue is that the new minority shareholders (investors) could indicate the person (satisfying the requirements of independence), they want to appoint to the Supervisory Board. Such a person would be appointed by the General Meeting to the Supervisory Board. In case of no indication of such a person by minority shareholders or not agreed by them candidates to the Supervisory Board meets the requirements of independence, the Issuer undertakes no later than 30 June 2016 complete the composition of the Supervisory Board for a second member fulfilling the above criteria. The Issuer agrees that the resolution will also be taken by the Supervisory Board of the Issuer and Issuer’s Management Board for the introduction to use the corporate governance rules of Section III, point 6. “The Best Practices for WSE Listed Companies” adopted by a resolution of the Supervisory Board of the Warsaw Stock Exchange of November 21, 2012 in the version currently in force, modifying the existing resolutions of the Supervisory Board and the Management Board in this respect.

In addition, the Issuer explains that Mr. Tomasz Dziekan meets the independence requirements set out in rule of Section III of paragraph 6 of the document “Best Practices for WSE Listed Companies”.

  • Rules of Section IV, point 10 worded as follows:

„A company should enable its shareholders to participate in the General Meeting using electronic communication means through: 1) the transmission of the general meeting in real-time, 2) two-way communication in real time within which shareholders may speak during the general meeting being in place other than the General meeting”.
Explanation of the Issuer
In Issuer’s opinion the current course of General Meetings of the Issuer does not indicate the need to make such transmission or introduce the possibility of two-way communication in order to enable shareholders to participate in the general meeting. There were no such expectations reported to the Issuer, as well as the shareholding structure does not justify the introduction of such powers. Allowing such powers requires their introduction in the articles of association of the Company. This solution is not compulsory, and the current articles of association of the Issuer do not contain such provisions. In the opinion of the Issuer his Articles of Association and the applicable Regulations of the General Assembly regulate the conduct and participate in General Meetings in a comprehensive and fully adequate.

According to the adopted recommendations of the Issuer intends to apply the principles of corporate governance set out in the document “Best Practices for WSE Listed Companies”, except for the above-mentioned principles (i.e. rules of Section I, point 5, of Section I point 9 of Section I, point 12, of Section II point 1. 2a) of Section II point 1, 12), of Section II, point 2 of Section III, point 6, of Section IV, point 10) since the date of obtaining by the Issuer the status of a public company within the meaning of the Commercial Companies Code.

Issuer’s Management Board appreciating the importance of the principles of corporate governance to ensure transparency of internal relations and relations of the Issuer with its external environment, in particular the current and future shareholders of the Issuer by resolution No. 04/08/2015 of 24 August 2015 adopted for use in the range recommended by the Council Issuer’s Supervisory Board by resolution No. 02/08/2015 of 24 August 2015. corporate governance rules set out in the document “Best practices for WSE Listed Companies” adopted by resolution of the Supervisory Board of the Warsaw Stock Exchange on 21 November 2012, as amended by subsequent resolutions of the Council Supervisory Board of the Warsaw Stock Exchange. Issuer’s Management Board is committed to all its members and the Management Board as the authority to apply the rules of corporate governance within the recommended range Supervisory Board resolution of August 24, 2015 and adopted the Resolution of the Board No. 04/08/2015 of 24 August 2015.

hide
Indywidualny Standard Raportowania
hide
Contact

Investor Relations Office

Magdalena Dziekańska

tel.(+48)22 321 30 00

e-mail: ri@kgl.pl