Restrictions in exercising voting rights are described in the Company’s articles of association and state as follows:
- The voting rights of shareholders holding over 10% of the Company’s total votes are restricted in such a manner that none of these shareholders may exercise more than 10% of the Company’s total votes at General Meetings.
- The voting right restriction referred to in sec. 1 above does not apply to the State Treasury and its subsidiaries as long as the State Treasury and its subsidiaries hold shares in the Company in a quantity entitling to the exercise of at least 34% plus one vote in the Company’s total votes.
- Votes held by shareholders linked by a controlling or subsidiary relationship (Shareholder Group) are accumulated; if the cumulative number of votes exceeds 10% of the Company’s total votes, it is subject to reduction. Vote accumulation and reduction rules are specified in sec. 6 and 7 below.
- Within the meaning of this paragraph, a shareholder is any person, including its parent company and subsidiaries, directly or indirectly holding a voting right at the General Meeting under any legal title; this also applies to a person holding no shares in the Company, in particular a user, pledgee, beneficiary under a depositary receipt within the meaning of the Act of 29 July 2005 on Trade in Financial Instruments, and a person authorised to take part in the General Meeting despite selling the shares after the date when the right to participate in the General Meeting was determined.
- For the purposes of this paragraph, parent company and subsidiary are understood as an entity:
1) remaining in a controlling or subsidiary relationship within the meaning of the Polish Commercial Companies Code,
2) having the status of a parent company, subsidiary or simultaneously parent company and subsidiary, within the meaning of the Act on Competition and Consumer Protection of 16 February 2007, or
3) having the status of a parent entity, parent entity of a higher level, subsidiary, subsidiary of a lower level, or having simultaneously the status of a parent entity (including parent entity of a higher level) and subsidiary (including subsidiary of a lower level and fellow subsidiary) within the meaning of the Accounting Act of 29 September 1994, or
4) that exerts (parent entity) or is subject to (subsidiary) decisive influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and on Financial Transparency of Certain Enterprises, or
5) whose votes arising from the Company’s shares, held directly or indirectly, are subject to accumulation with the votes of another entity or entities on the principles set forth in the Act of 29 July 2005 on Public Offerings and the Terms for Introducing Financial Instruments to an Organised Trading System and on Public Companies, in connection with holding, selling or acquiring significant stakes in the Company.
- Vote accumulation involves adding up the number of votes held by the individual shareholders in a Shareholder Group.
- Vote reduction involves the reduction of the Company’s total number of votes at the General Meeting vested in the shareholders from a Shareholder Group, to the level of 10% of the Company’s total votes. Vote reduction is effected according to the following principles:
1) the number of votes of the shareholder holding the largest number of the Company’s votes from among all shareholders in a Shareholder Group is reduced by the number of votes equal to the surplus above 10% of all the votes in the Company vested jointly in all shareholders from the Shareholder Group,
2) if despite the reduction referred to in point 1) above the total number of votes at the General Meeting vested in the shareholders from a Shareholder Group exceeds 10% of total votes in the Company, further reduction of votes held by other shareholders from the Shareholder Group will be carried out. Further reduction of votes of individual shareholders will take place in the order determined on the basis of the number of votes held by individual shareholders in the Shareholder Group (from largest to smallest). Further reduction is carried out until the total number of votes held by shareholders from the Shareholder Group no longer exceeds 10% of the Company’s total votes,
3) in each case a shareholder with restricted voting rights retains the right to exercise at least one vote,
4) voting right restrictions also pertain to shareholders who are not present at the General Meeting.
- Each shareholder intending to participate in a General Meeting, either directly or through an attorney, is required to, without a separate required as referred to in sec. 9 below, notify the Management Board or the General Meeting Chairperson if it holds, directly or indirectly, more than 10% of the Company’s total votes.
- Notwithstanding sec. 8 above, in order to determine the basis for vote accumulation and reduction, the Company’s shareholder, Management Board and Supervisory Board and individual members of these organs may demand that the Company’s shareholder provide information on whether it has the status of parent entity or subsidiary towards any other shareholder in the meaning of this paragraph. The authorisation referred to in the preceding sentence also covers the right to demand disclosure of votes held by the Company’s shareholder either independently or in concert with other Company shareholders.
- A person failing to comply, or incorrectly complying, with the information obligation referred to in sec. 8 and 9 above may exercise voting rights from one share only until the information obligation is satisfied; exercise by this person of voting rights attached to other shares is invalid.