Powers of the Shareholder Meeting
Powers of the Shareholder Meeting
The following matters require a resolution of the Shareholder Meeting:
- examining and approving the Company’s Management Board activity report and the financial statements for the previous financial year and discharging the members of the Company’s governing authorities on the performance of their duties,
- distributing profits or covering losses,
- changing the Company’s line of business,
- amending the Company’s Articles of Association,
- increasing or decreasing the share capital,
- authorizing the Management Board to purchase the Company’s treasury stock for retirement and specifying the manner and conditions for retiring stock,
- merging, splitting up or transforming the Company,
- dissolving or liquidating the Company,
- appointing or dismissing Supervisory Board members,
- setting remuneration for Supervisory Board members,
- allowing the Company to enter into a loan agreement, a surety agreement or another similar agreement with a Management Board member, a Supervisory Board member, a commercial proxy or a liquidator or in favor of any such person,
- allowing a subsidiary to enter into a loan agreement, a surety agreement or another similar agreement with a Management Board member, a Supervisory Board member, a commercial proxy or a liquidator or in favor of any such person,
- issuing bonds,
- selling or leasing an enterprise or an organized part thereof and establishing a limited right in rem thereon,
- making decisions on claims to remedy damages incurred during the establishment of the Company or in its management or oversight,
- establishing or dissolving the Company’s capitals and funds.
The purchase or sale of a real property or a right of perpetual usufruct or of a share in a real property or in a right of perpetual usufruct do not require consent of the Shareholder Meeting, except for the following matters for which consent of the Shareholder Meeting is required:
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disposal of the non-current assets within the meaning of the Accounting Act of 29 September 1994, included in intangible assets, property, plant and equipment or long-term investments, including contribution made to a company or cooperative, if the market value of such assets exceeds 5% of the total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements, and delivery of such assets for use to another entity, for a period longer than 180 days in the calendar year, on the basis of a legal transaction, if the market value of the subject matter of the legal transaction exceeds 5% of total assets, with delivery for use in the case of:
- a) lease, rental and other agreements to hand over an asset for use to other entities against payment, the market value of the subject matter of a legal act is defined as the value of benefits for:
- one year – if the provision of the asset was effected under an agreement entered into for an indefinite term,
- the entire term of the agreement – in the case of agreements entered into for a definite term,
- b)lending for use agreements and other agreements to hand over an asset to other entities for gratuitous use, the market value of the subject matter of a legal act is defined as the value of benefits that would be due if a lease or rental agreement was executed instead, for:
- one year – if the delivery of the asset takes place on the basis of an agreement entered into for an indefinite term,
- the entire term of the agreement – in the case of agreements entered into for a definite term,
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purchase of non-current assets within the meaning of the Accounting Act of 29 September 1994, with the value exceeding:
- PLN 100,000,000.00 or
- 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
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subscription or purchase of shares of another company with the value exceeding:
- PLN 100,000,000.00 or
- 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
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disposal of shares of another company with the value exceeding:
- PLN 100,000,000.00 or
- 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,