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By-laws

By-laws adopted under resolution of the Management Board No. …. of …. and approved by resolution of the Supervisory Board No. …. of …..

Table of Contents:

I. INTRODUCTORY PROVISIONS 2

II. GENERAL PROVISIONS 2

III. COMPOSITION AND TERM OF THE MANAGEMENT BOARD 3

IV. MANAGEMENT OF THE COMPANY’S AFFAIRS AND ITS REPRESENTATION 3

V. MANAGEMENT BOARD MEETINGS 4

VI. PRESIDENT OF THE MANAGEMENT BOARD 7

VII. ORGANISATIONAL STRUCTURE 7

VIII. FINANCIAL PLAN. STRATEGY 7

IX. FINAL PROVISIONS 8

I. INTRODUCTORY PROVISIONS

 

Article 1

1. These by-laws are implemented by a resolution of the Management Board of PAMAPOL S.A. and approved by the Supervisory Board of PAMAPOL S.A. under Article 12 and Article 17.2 letter h) of the By-laws of PAMAPOL S.A. 2. The by-laws set out the procedures for the work of the Management Board of PAMAPOL S.A.

Article 2

The by-laws assign the following meanings to the terms set out below:

The terms used in the by-laws have the following meanings:

1) By-laws – these by-laws,

2) Company – PAMAPOL S.A. with its registered office in Rusiec,

3) Statute – the statute of PAMAPOL S.A.,

4) General Meeting – the general meeting of PAMAPOL S.A.,

5) Supervisory Board, Board – the supervisory board of PAMAPOL S.A.,

6) Management Board – the management board of PAMAPOL S.A.,

7) Management Board Member – a member of the Company’s Management Board, including the Vice-President of the Management Board and the President of the Management Board, whenever it is clearly states by the By-laws.

II. GENERAL PROVISIONS

 

Article 3

1. The Management Board is a permanent body of PAMAPOL S.A.

2. The Management Board operates within the boundaries set forth in the provisions of the Commercial Companies Code, the Statute, resolutions of the General Meeting and the Supervisory Board, as well as the By-laws and other regulations in effect in the Company.

3. The Management Board ensures the transparency and efficiency of the management system in the Company and that its affairs are managed in accordance with the applicable laws and best practice for listed companies (corporate governance).

4. Management Board members serve on the Management Board personally.

5. When making decisions on matters concerning the Company, the Management Board is required to act within the boundaries of reasonable economic risk, i.e. upon considering all the information, analyses and opinions that, in the Management Board’s reasonable assessment, should be taken into account in each case in view of the Company’s best interests.

Article 4

Management Board members should remain fully loyal to the Company and refrain from actions that would lead solely to obtaining their own material benefits. When notified of a possibility of making an investment or any other advantageous transaction involving the Company’s corporate objects, a Management Board member should immediately notify it to the Management Board for consideration of its use by the Company. The Management Board may use such information or provide it to a third party only with the approval of the Management Board and only if it does not conflict with the Company’s interests.

Article 5

Management Board members should treat their shares in the Company and its parent entities and subsidiaries as a long-term investment.

Article 6

Management Board members should notify the Supervisory Board of any conflict of interest related to their position or any likelihood thereof.

Article 7

1. When making transactions with the Shareholders and other persons whose interests affect those of the Company, the Management Board should act with particular diligence to ensure that the transactions are concluded on market terms.

2. When defining the Company’s interests, it is necessary to consider the long-term reasonable interests of the Shareholders, creditors, employees of the Company as well as other entities and persons cooperating with the Company with respect to its business activity, as well as the interests of local communities.

 

 

III. COMPOSITION AND TERM OF THE MANAGEMENT BOARD

 

Article 8

The number of members and the procedure of their appointment and term of office is set forth in the Statute.

Article 9

1. In the event of changes in the composition of the Management Board, the resigning Management Board member must hand over all of his/her responsibilities, matters, and provide all the documents and other materials related to the Company that he/she has prepared, collected, drafted or received in the course of serving on the Management Board or in relation thereto, as confirmed in a relevant report.

2. The person taking over the matters, documents and materials referred to in par. 1 is the President of the Management Board or another Management Board member nominated by him/her.

 

IV. MANAGEMENT OF THE COMPANY’S AFFAIRS AND ITS REPRESENTATION

 

Article 10

The responsibilities of the Management Board include managing all of the Company’s affairs, with the exception of matters reserved in the Commercial Companies Code and in the Statute for the General Meeting and the Supervisory Board.

Article 11

The Management Board of the Company represents the Company on the terms set out in the Statute.

 

Article 12

1. Decisions in the following matters require resolutions of the Management Board:

1) matters requested by the Management Board to be considered by the Supervisory Board or the General Meeting in accordance with the Commercial Companies Code or the Statute;

2) entrusting individual Management Board members with matters or groups of matters that do not go beyond the scope of the Company’s normal business, to be conducted individually;

3) determining the Company’s strategy and policy in its main areas of activity;

4) preparing the Company’s annual budget and long-term development plans;

j) the Company incurring obligations (including granting guarantees and suretyships) or making expenditures or disposals of rights as part of a single transaction or two or more related transactions with a value equivalent to at least 10 percent of the Company’s shareholders’ equity according to the most recent audited financial statements, not included in the approved budget.

In the case of liabilities under long-term contracts, the value of the liability is the combined value of the Company’s benefits under those contracts, as specified for their entire term. In the case of liabilities under contracts concluded for an indefinite term, the value of the liabilities thereunder is the combined value of the Company’s benefits under those contracts during a three-year term. If the value of the benefits under an agreement cannot be determined, its estimated value should be determined. If the Company’s liability or the value of an object or right is denominated in a foreign currency, the value of a liability, expenditure or disposal should be calculated in accordance with the average exchange rate of the National Bank of Poland on the last day of the month preceding the conclusion of the agreement that gave rise to the liability, expenditure or disposal.

6) acquisition or subscription of shares in other companies,

7) disposals of fixed assets of the Company or its subsidiaries, the value of which exceeds 10% (ten percent) of the net book value of the fixed assets of, respectively, the Company or the Company’s subsidiary, as determined on the basis of the most recent audited financial statements of, respectively, the Company or the Company’s subsidiary, with the exclusion of those that constitute stock that may be sold in the normal course of the company’s business;

8) establishing a limited right in rem over real properties,

9) communicating with other governing bodies of the Company in situations set forth in the Commercial Companies Code and in the Statute;

10) approving the report on the Company’s activities and the financial statements for the financial year, approving motions with respect to profit distribution or covering of losses;

11) approving the Management Board By-laws;

12) approving the Organisational By-laws;

13) establishing a commercial power of attorney – taking into account the need to obtain the approval of all members of the Management Board for its establishment;

14) convening the General Meeting and determining its agenda;

15) making decisions on group dismissals.

2. Each Management Board member should request that the Management Board adopt a resolution when the matter in question, in the opinion of the Management Board member, is unusual, strategic or involves a serious economic risk for the Company.

3. The Management Board adopts a resolution whenever it is requested by at least one Management Board member.

Article 13

1. Each Management Board member has the right and obligation to run the Company’s affairs and may, without a prior Management Board resolution, conduct affairs that fall within the scope of normal business of the Company, with adherence to the applicable laws, the Company’s Statute, resolutions and by-laws of the Company’s governing bodies and corporate governance rules that the Company has vowed to comply with.

2. Subject to Article 12, each Management Board member may be assigned, by a resolution of the Management Board, specific matters for to be managed individually.

3. Management Board members may make individual decisions in matters entrusted to them by a Management Board resolution to be managed individually.

 

V. MANAGEMENT BOARD MEETINGS

 

Article 14

1. The Company’s current affairs are discusses at Management Board meetings. Furthermore, matters that require a decision in the form of a Management Board resolution and matters viewed as unusual or material by the Management Board members are referred for review at Management Board meetings.

2. Each Management Board member may submit the Company’s affairs to Management Board meetings.

3. Management Board meetings are held on dates agreed as needed, but at least once a month.

4. The meetings are held at the Company’s registered office or any other venue determined by the Management Board President.

5. Management Board members are obliged to participated in meetings and their absence should be duly justified. The assessment of the reasons for absence is conducted by the President of the Management Board or, in his/her absence, by the Management Board member acting on his/her behalf.

Article 15

1. Guests, experts and advisors invited by the Management Board President may participate in Management Board meetings. The above persons may also be invited by Management Board members upon obtaining the Management Board’s approval in the form of a resolution. A minute clerk may participate in Management Board meetings.

2. The Company’s employees, upon consultation with the Management Board President, may present the matters included in the agenda of Management Board meetings.

3. All the attendees of Management Board meeting are required to keep the meetings confidential.

Article 16

1. Management Board resolutions may be adopted if:

1) all Management Board members are present at the meeting;

2) all Management Board members have been notified of the date and venue of the meeting in accordance with Article 17, and at least half of all Management Board members are present at the meeting, including the President or Vice-President of the Management Board.

2. Resolutions are adopted in an open ballot vote.

3. Management Board resolutions are adopted by an absolute majority of votes cast. In the event of a tie between votes for and against a resolution, the Management Board President has the deciding vote.

Article 17

1. The person authorised to convene a meeting is the President of the Management Board, who convenes the meeting on his/her own initiative or at the request of another Management Board member. The Management Board President may give written authorisation to convene a meeting to another Management Board member.

2. The Management Board meeting should be held no later than five days from the date of submitting a written request for its convention.

3. Meetings are convened by way of notices delivered at least 48 hours prior to the date of the proposed meeting. Management Board meeting notices are communicated:

1) orally at the Company’s registered office in the presence of all Management Board members;

2) by courier, fax or email.

4. In urgent matters, a Management Board meeting may be convened without meeting the requirements referred to in par. 3. A meeting thus convened is valid if all Management Board members were notified of the meeting at the telecommunication numbers provided.

Article 18

1. Management Board meetings are chaired by the Management Board President. In his/her absence, meetings are chaired by the Management Board member nominated by the President (Chairman of the Meeting).

2. The powers of the Chairman of a Management Board meeting include:

1) managing the course of the meeting, giving and removing permission to speak;

2) managing votes and announcing the results,

3) determining the rules and procedure for Management Board meetings in matters not regulated by the By-laws;

3. The Management Board approves the agenda after opening each meeting.

4. Management Board meetings are minuted by the minute clerk selected by the Chairman of the Meeting. The minutes are drafted in accordance with the instructions from the Chairman of the Meeting.

5. The minutes should contain at least the agreed agenda, names and surnames of the attending Management Board members, the results of voting on each resolution, the number of votes casts on each resolution and the conflicting views expressed by the Management Board members.

6. The minutes from each meeting should be signed by the attending Management Board members and the minute clerk, no later than at the following Management Board meeting. Each of the Management Board members may request that the minutes be supplemented. If the request is turned down by the Management Board, the Management Board member may make a written statement when signing the minutes.

7. Management Board members not attending a given meeting acknowledge the minutes from that meeting no later than at the next meeting they do attend.

8. The resolutions adopted by the Management Board at the meeting, as well as any motions, reports and other materials considered during the meeting are attached to the minutes.

9. In the event of a conflict between the Company’s interests and the personal interests of a Management Board member, his/her spouse, relatives and kinsmen (up to the second degree), the Management Board member should refrain from participating in voting on such matters and have it stated in the minutes.

10. In urgent matters, the Management Board may adopt resolutions by correspondence without holding a meeting, provided that all Management Board members have been duly notified of adopting such resolutions and of their contents. Resolutions adopted in this manner are valid provided that most Management Board members participate in the vote. In such cases, the resolutions are adopted by an absolute majority of votes cast.

Article 19

1. Minutes and resolutions adopted are archived in the Management Board’s record of minutes.

2. Copies of the Management Board’s resolutions are provided to the heads of organisational units if the matters managed therein concern matters conducted by these organisational units, and to other employees of the Company, if the resolutions affect their responsibilities.

3. Copies of the Management Board’s resolutions are provided to the Supervisory Board.

 

Article 20

To ensure proper communication of the date of a meeting or adoption of resolutions, all Management Board members, immediately after being appointed to the Management Board, will provide the Management Board President with their addresses for deliveries and telecommunication numbers, both work and personal (cell phone numbers, landline numbers, fax numbers, email addresses) to which notices of meetings or other correspondence are to be delivered. Management Board members agree to immediately report any changes of the above information as otherwise notices delivered to the previously communicated addresses or numbers will be deemed successful.

VI. PRESIDENT OF THE MANAGEMENT BOARD

Article 21

1. The Management Board President represents the Management Board, manages its work, convenes and chairs Management Board meetings and coordinates its work. In the absence of the Management Board President, the responsibilities of a Management Board President, as set out herein, are performed by the Management Board member appointed by the President.

2. The responsibilities of the Management Board President include in particular:

1) representing the Management Board and managing its work,

2) managing the development of strategic plans defining the Company’s areas of growth,

3) managing the drafting of the Company’s annual budgets in consultation with Management Board members,

4) directly supervising the work of directly reporting organisational units,

5) overseeing the Company’s financial situation,

6) resolving any other matters related to managing the Company and not reserved for the Management Board or other governing bodies of the Company,

7) serving as Chairman of Management Board meetings.

VII. ORGANISATIONAL STRUCTURE

Article 22

1. The Management Board may adopt the Organisational By-laws of the Company, setting out the Company’s detailed organisational structure and other organisational matters. The Organisational By-laws must be approved by the Supervisory Board.

2. Management Board members supervise the work in their respective areas to be managed individually and the work of the directly reporting organisational units of the Company.

3. Management Board members make individual decisions in matters not reserved for the Management Board or the Management Board President in respect of their responsibilities and the activity of the organisational units reporting to them, as well as other decisions within the scope of authorisation granted to them by the Management Board collectively.

4. Management Board members may serve as heads of organisational divisions, special purpose units or occupy other positions in the Company, in accordance with Management Board resolutions.

VIII. FINANCIAL PLAN (BUDGET). LONG-TERM GROWTH PLANS

Article 23

1. The Management Board is required to annually repare a draft financial plan (budget) for the following financial year. The financial plan (budget) should contain a schedule of expenditure and revenues for the following financial year.

2. The financial plan (budget) is approved by the Supervisory Board by 31 December in the financial year preceding the financial year covered by the budget.

3. The Supervisory Board may approve part of the budget prepared by the Management Board. If the budget is not approved or only a portion of it is approved, the Supervisory Board may specify the deadline by which the Company’s Management Board is required to submit a new draft budget, taking into account the Supervisory Board’s comments or the portion of the budget approved by the Supervisory Board.

4. The long-term growth plans prepared by the Management Board are submitted to the Supervisory Board.

5. The Management Board is responsible for implementing the approved financial plans (budgets) and long-term growth plans of the Company.

IX. FINAL PROVISIONS

Article 24

In matters not regulated herein the provisions of the Commercial Companies Code and the Company’s Statute will apply.

 

BY-LAWS OF THE GENERAL MEETING OF THE SHAREHOLDERS OF PAMAPOL S.A.

 

Article 1 (General Provisions)

1. These By-laws set out the rules of work of the General Meeting, holding its meetings and adopting resolutions.

2. The By-laws are adopted by the General Meeting.

3. The By-laws of the General Meeting are available at the Company’s registered office.

 

Article 2 (Glossary)

Regulation – Regulation of the Minister of Finance concerning current and periodic information provided by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent of 19 February 2009 (Journal of Laws No. 33, item 259, as amended).

Act on the Offering – Act on the public offering and conditions governing the introduction of financial instruments to organised trading and on public companies of 29 July 2005 (Uniform text: Journal of Laws No. 185, item 1439).

Act on Trading – Act on trading in financial instruments of 29 July 2005 (Journal of Laws No. 183, item 1538, as amended).

Commercial Companies Code, CCC – the Act on the Commercial Companies Code of 15 September 2000 (Journal of Laws No. 94, item 1037, as amended).

Company – PAMAPOL S.A.

Shareholder – shareholder of PAMAPOL S.A.

Independent Supervisory Board Member – member of the Supervisory Board of PAMAPOL S.A. who meets the criteria set out in Article 12.1 of the Statute of PAMAPOL S.A.

 

 

Article 3 (Convening and Dismissing the General Meeting)

1. The General Meeting of the Company can be ordinary or extraordinary.

2. The General Meeting takes place at the Company’s registered office or in Warsaw.

3. General Meetings are convened by way of announcements posted on the Company’s website and in the manner required for communicating current information in accordance with the regulations on the public offering and the conditions governing the introduction of financial instruments into organised trading and on public companies.

4. The announcement should be made at least twenty-six days prior to the date of the general meeting.

1) date, time and place of the general meeting and a detailed agenda,

2) detailed description of the procedures governing participation in the general meeting and exercising voting rights, in particular information concerning:

a) a shareholder’s right to request adding specific matters to the agenda of a general meeting,

b) a shareholder’s right to submit draft resolutions on the matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,

c) a shareholder’s right to submit draft resolutions on the matters added to the agenda during the general meeting,

d) the procedure of exercising voting rights by proxy, including, in particular, the forms used for voting by proxy, and the procedure of notifying the company of appointing authorised signatories using means of electronic communication,

e) the option and procedure of participating in a general meeting using means of electronic communication,

f) speaking during a general meeting using means of electronic communication,

g) the procedure of exercising voting rights by correspondence or using means of electronic communication,

3) date of registering participation in the general meeting, as set forth in Article 4061,

4) the information that only persons who are shareholders of the company on the date of registering their participation in the general meeting may participate in the general meeting,

5) indication as to where and how a person authorised to participate in a general meeting may obtain the full text of the documents to be presented to the general meeting and draft resolutions or, if no resolutions are scheduled to be adopted, the remarks of the management board or the supervisory board of the company on matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,

6) the website on which information about the general meeting will be published.

Article 4 (Entities authorised to convene a General Meeting)

1. The General Meeting is convened by the Management Board. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it before the deadline set forth in the Commercial Companies Code or in the Statute, or an Extraordinary General Meeting, if appropriate. Shareholders representing at least half of the share capital or at least half of all votes in the Company may convene an Extraordinary General Meeting. The shareholders appoint the chairman of the Meeting.

2. The Supervisory Board may convene an Ordinary General Meeting if the Management Board does not convene it before the deadline set forth in Article 395.1 of the CCC.

The right to convene an Extraordinary General Meeting is also vested in Shareholders holding 1/20 (one twentieth) of the share capital, who unsuccessfully requested that it be convened by the Management Board and were authorised to convene an Extraordinary General Meeting by a registry court.

Article 5 (Agenda)

1. The General Meeting may adopt resolutions solely in matters covered by the agenda unless the entire share capital is represented at the Meeting and none of the attendees object to holding the General Meeting or adding other matters to the agenda.

2. The shareholder or shareholders representing at least one twentieth of the share capital may request adding specific matters to the agenda of the next General Meeting. The request should be conveyed to the Management Board no later than twenty-one days before the designated date of the Meeting. The request should contain a justification or a draft resolution concerning the proposed agenda item. The request may be submitted via email.

3. The Management Board must immediately, but no later than eighteen days before the designated date of the General Meeting, notify changes to the agenda made at the shareholders’ request. The announcement is made in accordance with the procedure used for convening General Meetings.

4. The Company’s shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the General Meeting, notify the Company, in writing or using electronic means of communication, of draft resolutions on matters added to the agenda of the General Meeting or matters to be added to the agenda. The Company immediately publishes draft resolutions on the website.

5. During the General Meeting, each of the shareholders may propose draft resolutions on matters added to the agenda.

Article 6 (Shareholders’ Information Powers)

The Company maintains its own website and published thereon, from the date of convening a general meeting:

notice of convening a general meeting,

information on the total number of shares in the company and votes carried by these shares of the date of the notice, and if there are different types of shares, also on the distribution of shares into the different types and the number of votes under each type of share.

the documentation to be provided to the General Meeting,

draft resolutions or, if no resolutions are scheduled to be adopted, the remarks of the management board or the supervisory board of the company on matters included in the agenda of the general meeting or matters to be added to the agenda before the date of the general meeting,

Article 7 (Participating in the General Meeting)

Shareholders may participate in the general meeting and exercise their voting rights personally or by proxy.

Shareholders may vote differently on each of the shares held.

An authorised signatory exercises all the rights of the shareholder at the general meeting, unless otherwise stated in the power of attorney. An authorised signatory may grant further powers of attorney if permitted under his/her current power of attorney. An authorised signatory may represent more than one shareholder and vote differently on the shares of each shareholder. If the shareholder has shares recorded on more than one securities account, he/she may grant separate proxies to execute rights attached to the shares on each of those accounts. Provisions on exercising voting rights by proxy apply to the exercise of voting rights by another representative.

Only persons who are shareholders of the company sixteen days before the date of the general meeting (the date of registering their participation in the general meeting) may participate in the Company’s general meeting.

The date of registering participation in a general meeting is the same for the beneficiaries of bearer shares and registered shares.

Beneficiaries of registered shares and temporary certificates, as well as pledgees and beneficiaries entitled to voting rights may participate in the general meeting of a public company if they are entered in the share register on the date of registering participation in the general meeting.

Bearer shares in document form carry the right of participation in the Company’s general meeting if the share documents are filed with the company no later than on the date of registering participation in the general meeting and are not collected before the end of that day. Instead of shares, parties may file a certificate issued in evidence of filing shares with a notary, bank or investment firm with their registered office or branch office in the European Union or a country being a signatory of the European Economic Area agreement, as indicated in the notice of the general meeting being convened. The certificate should state the numbers of share documents and confirm that the share documents would not be released before the end of the day of registering participation in the general meeting.

The Company determines the list of holders of bearer shares who may participate in the Company’s general meeting on the basis of the shares filed with the company and the list compiled by the entity maintaining a depository for securities in accordance with the regulations on trading in financial instruments.

The entity maintaining the depository for securities compiles the list on the basis of lists supplied no later than twelve days prior to the date of the general meeting by eligible entities, as set out in the regulations on trading in financial instruments. The basis for compiling the lists supplied to the entity maintaining the depository for securities are the certificates confirming eligibility to participate in the general meeting.

The entity maintaining the depository for securities provides the public company with the list using means of electronic communication no later than one week prior to the date of the general meeting. If, due to technical reasons, the list cannot be provided in such a manner, the entity maintaining the depository for securities issues it in the form of a written document no later than six days prior to the date of the general meeting; the list is released at the registered office of the governing body managing the entity.

The list of shareholders authorised to participate in the general meeting, signed by the management board, containing names and surnames or business names (names) of the eligible parties, their place of residence (registered office), number, type and reference numbers of the shares and the number of votes they carry, should be made available at the premises of the management board for three business days prior to the date of the general meeting. Natural persons may provide their address for deliveries instead of place of residence. Shareholders may review the list of shareholders at the premises of the management board and request a copy of the list against payment of the cost of preparing such a copy.

The Company’s shareholders may request that the list of shareholders be sent to them via email free of charge, upon providing the address to which the list should be sent.

Shareholders may request a copy of the motions regarding the matters included in the agenda within one week before the general meeting.

If the voting rights attached to shares are vested in a pledgee or a beneficiary, this fact is stated on the list of shareholders at the beneficiary’s request.

Commercial powers of attorney to participate in general meetings and exercise voting rights require the written form and are otherwise invalid. Commercial powers of attorney to participate in the company’s general meeting and exercise voting rights must be granted in writing or via email. Granting a power of attorney via email does not require a secure electronic signature verified with a valid qualified certificate. The power of attorney should be delivered by email to wza@pamapol.com.pl. Management board members and employees of the company may serve as authorised signatories at the general meeting. If the authorised signatory at the general meeting of a public company is a management board member, supervisory board member, liquidator, employee of the company or a member of the governing bodies or an employee of the company or a cooperative controlled by the company, the commercial power of attorney entitles them to represent the company only at one general meeting. The authorised signatory must disclose to the shareholder the circumstances that indicate the existence or potential of a conflict of interest. Granting further powers of attorney is excluded. The authorised signatory referred to in the preceding sentence votes in accordance with the instructions provided by the shareholder.

Members of the Supervisory Board and the Management Board should be present at the General Meeting in a composition that enables providing substantive replies to questions asked during the General Meeting.

An auditor should be present at the Ordinary General Meeting and the Extraordinary General Meeting if the meeting pertains to the Company’s financial situation.

The following persons may also attend General Meetings:

a) notary preparing the minutes of the General Meeting – for the duration of the General Meeting;

b) directors, managers and other employees of the Company or entities controlled by the Company, invited by the Management Board – when the General Meeting considers the agenda item that falls within these persons’ responsibilities;

c) experts invited by the body convening the General Meeting – when the General Meeting considers the agenda item concerning the issues being assessed by the experts or, upon approval by the Shareholders representing the average majority of votes, when other agenda items are being considered:

d) representatives of the media when specific agenda items are being considered or throughout the General Meeting;

e) other persons – upon approval by the Shareholders representing the average majority of votes in attendance at the General Meeting – while specific agenda items are being considered or throughout the General Meeting.

 

Article 8 (Opening the General Meeting)

General meetings are opened by the chairman of the supervisory board or the deputy chairman, and then the chairman of the meeting is appointed from among the persons eligible to participate in the general meeting. In the event of absence of the above persons, the general meeting is opened by the president of the management board or a person nominated by the management board.

The chairman of the general meeting may not, without the approval of the general meeting, remove or reorder agenda items.

In the absence of the persons referred to in par. 2 above, the General Meeting will be opened by the Shareholder or its representative that holds the highest percentage of shares in the Company’s share capital present at the General Meeting.

The Chairman of the General Meeting is appointed from among the persons authorised to participate in the General Meeting.

5. The person opening the General Meeting may make any organisational decisions that may be required to commence the General Meeting, in particular, he/she should procure immediate appointment of the Chairman of the General Meeting, refraining from any substantive or formal measures.

Article 9 (Chairman of the General Meeting)

1. Any shareholder may run for Chairman of the General Meeting and propose one candidate for Chairman of the General Meeting to be recorded in the minutes.

2. The proposed candidate is entered on the list after a statement consenting to the candidacy is recorded in the minutes. The list of candidates proposed is compiled by the person opening the General Meeting. Once the list is announced, it is deemed to be closed.

3. After the vote is completed, the person opening the General Meeting announces the results.

4. The Chairman of the General Meeting is the candidate that agreed to the proposed candidacy and received the highest number of votes in the voting. If more than one candidate receive the same, highest number of votes, the voting is repeated. The repeated voting concerns only those candidates who received the highest number of votes.

5. Immediately after being elected, the Chairman of the General Meeting signs the attendance list and declares whether the General Meeting has been duly convened and is capable of adopting binding resolutions.

6. The attendance list setting out the attendees of the general meeting and the number of shares represented by each of them and the votes to which they are entitled, signed by the chairman of the general meeting, should be drafted immediately after the appointment of the chairman and made available during the meeting. At the request of the shareholders holding one tenth of the share capital represented at the general meeting, the attendance list should be reviewed by the auditing committee appointed for this purpose and composed of at least three members. The requesting shareholders may appoint one member of the committee.

7. If necessary, the Chairman may appoint an assistant that will serve as the Secretary of the Meeting.

8. The Chairman should not, without a valid reason, resign from his/her position, and cannot, without a valid reason, delay the signing of the minutes of the General Meeting.

9. The Chairman manages the General Meeting in accordance with the agreed agenda, in observance of the applicable laws and the Company’s Statute and these By-laws. The Chairman’s responsibilities include, in particular:

a) declaring that the General Meeting had been duly convened;

b) ensuring that the meeting runs properly and expediently and that the rights and interests of all Shareholders are duly respected, which includes preventing abuse of rights by the attendees of the General Meeting and ensuring the rights of minority Shareholders are respected;

c) giving permission to speak;

d) ensuring that the meeting remains factual;

e) resolving procedural issues;

f) issuing appropriate organisational decisions and adjourning the meeting as necessary;

g) ordering votes, ensuring that they go as necessary, signing documents containing voting results and announcing voting results;

h) responding to motions submitted by attendees of the General Meeting and if necessary, ordering a vote in that regard;

i) adjourning the meeting at the request of the shareholders, adopted by a majority of 2/3 of the votes cast for the resolution on adjournment.

The Chairman should allow each shareholder to address matters covered by the agenda, in the order of requests to speak.

The Chairman of the General Meeting may reprimand a speaker digressing away from the subject. Speakers who do not comply with the Chairman’s instruction may be deprived of the permission to speak.

The breaks in the proceedings ordered by the Chairman cannot be aimed at preventing shareholders from exercising their rights.

Organisational breaks are breaks that last no more than 30 minutes and involve procedural or technical matters related to the agenda of the General Meeting, justified by the need to: draft a motion, make a final edit of the wording of a resolution, draft an amendment to a resolution, consult the Company’s counsel, copy materials for the shareholders. If another break than that referred to in par. 12 above is required or if a short break needs to be extended, the General Meeting makes a decision in this respect.

Article 10 (Course of the General Meeting)

1. Upon presenting each matter included in the agenda, the Chairman of the General Meeting prepares a list of persons requesting to participate in the discussions, and upon closing it, initiates the discussion, giving permission to speak in order of submissions.

Each Shareholder may ask questions on any matter included in the agenda.

Members of the Supervisory Board and the Management Board and the Company’s auditor should, within the scope of their powers and to the extent necessary to resolve the matters discussed by the General Meeting, provide the attendees of the General Meeting with explanations and information concerning the Company.

When answering questions from the attendees of the General Meeting, the Management Board should take into account the fact that the company performs its disclosure obligations in a manner set forth in the applicable laws and that a considerable amount of information may only be provided in accordance with those laws.

Requests for convening an Extraordinary General Meeting and organisational motions may be adopted despite not being included in the agenda.

Article 11 (Resolutions)

The General Meeting may adopt resolutions regardless of the number of Shareholders being present and the number of shares being represented unless the applicable laws or the Statute contain more stringent rules on adopting resolutions.

Unless the Commercial Companies Code or the Statute contain more stringent rules in this regard, resolutions of the General Meeting are adopted by an absolute majority of votes.

Resolutions of the General Meeting recalling or suspending a member of the Company’s Management Board, adopted under Article 268.4 sentence 2 of the CCC require a majority of 2/3 votes.

In the case set out in Article 397 of the Commercial Companies Code, the resolution on dissolving the Company requires an absolute majority of votes.

Voting is open.

Secret ballot voting is decided for votes and in matters regarding motions for recall or suspension of members of the Company’s governing bodies or liquidators or for bringing them to account, as well as in personal matters.

Furthermore, a secret ballot vote is introduced at the request of at least one Shareholder authorised to vote.

Resolutions regarding material changes of the Company’s corporate objects are always adopted in open ballot votes, with the names of the voters disclosed.

9. A material change of the Company’s corporate objects is accomplished without a buy-out of the shares of the Shareholders who do not approve of the change of the corporate objects. Resolutions concerning material changes of the Company’s corporate objects require a majority of 2/3 of the votes, in the presence of persons representing at least half of the share capital. In such votes, each share carries one without, without any privileges or restrictions.

10. The Management Board of the Chairman of the General Meeting should prepare draft resolutions in a lucid and clear manner to ensure that anyone who disagrees with the essence of the resolution is able to object to it.

11. Votes on organisational matters may pertain solely to matters related to conducting General Meetings. Votes carried out in accordance with this procedure do not apply to resolutions that may affect the exercise of rights by Shareholders.

12. Votes on resolutions commence after draft resolutions are read out by the Chairman of the General Meeting or his/her nominee.

13. The schedule of votes on motions regarding draft resolutions is determined by the Chairman of the General Meeting.

14. The Chairman of the General Meeting must allow Shareholders who voted against a resolution to submit and briefly justify their objection.

15. Shareholders cannot vote, personally or by proxy, or as proxies of other persons, on resolutions regarding:

a) their liability towards the Company on any account,

b) their dispute with the Company.

16. In such cases, the Shareholders referred to in par. 15 do not participate in the vote.

17. Before commencing elections, the Chairman checks whether the candidates have agreed to their candidacy, whether verbally or in writing. Consent is equivalent to accepting their mandate upon being elected.

18. Open and secret ballot votes may be held using electronic devices, upon approval by the General Meeting.

19. A resolution of the General Meeting on the issue of shares with pre-emptive rights should specify the issue price and the price calculation method, or require a body authorised to determine the price before the date of the pre-emptive right, in a time frame that allows for investment decisions to be made.

20. Resolutions of the General Meeting should provide an essential time frame between decisions causing certain corporate events and the dates on which the rights of Shareholders stemming from such corporate events are determined.

21. The date of establishing dividend rights and the date of disbursement of dividends should be scheduled so as to ensure that the time frame between them is as short as possible but not longer than 15 business days. Scheduling a longer interval between the two dates must be justified in detail.

22. A resolution of the General Meeting regarding conditional dividend disbursement should contain clearly worded conditions that should be fulfilled before the date of determining the right to dividend.

 

Article 12 (Appointing the Supervisory Board)

1. Supervisory Board members are appointed and recalled by the General Meeting and the entities set out in Article 10 of the Statute.

Supervisory Board members should have the requisite knowledge and experience and be able to devote the time necessary to perform their obligations on the Supervisory Board. Candidates to serve as members of the Supervisory Board should be submitted and justified in detail in a manner that makes it possible to make an informed decision.

Each Shareholder may nominate a candidate to serve as an Independent Member of the Supervisory Board. Candidates to serve as Independent Members of the Supervisory are proposed by way of written submissions by authorised shareholders delivered to the Chairman of the General Meeting. A written statement from candidates not attending the General Meeting, confirming that the candidates meet the independence criteria set forth in the Statute, is attached to the submission. Candidates present at the General Meeting add such statements to the minutes of the meeting.

Each candidate to serve as a Supervisory Board member makes a statement consenting to the candidacy and confirming that he/she is not aware of any circumstances that would cause his/her appointment as a Supervisory Board member to breach the applicable laws. Such statements may be made in writing or verbally and recorded in the minutes. A written statement from a candidate not attending the General Meeting is made through the Shareholder submitting his/her candidacy.

At the request of the shareholders representing at least one fifth of the Company’s share capital, the Supervisory Board should be appointed by the next General Meeting by way of voting in separate groups.

If the Supervisory Board is appointed by way of voting in groups:

a) it is solely up to the shareholders to create each group. One Shareholder may belong to one group only.

b) the minimum number of shares required to establish a separate group is the number of shares represented at the General Meeting divided by the number of vacancies on the Supervisory Board,

c) establishment of a separate group is notified by the Shareholders to the Chairman of the General Meeting, who determines the number of Supervisory Board members to be appointed by that group,

d) each group appoints its own chairman and returning committee, who ensure that the elections are conducted in the appropriate manner,

e) the chairman of each group prepares and signs an attendance list in the group, and accepts candidacy proposals for Supervisory Board members and presents the Chairman of the General Meeting with the result of the voting in the group,

f) the Chairman of the General Meeting announces the results of the voting conducted in each group and determines the number of positions on the Supervisory Board that remain to be filled,

g) Shareholders that do not form part of any of the separate groups appoint the remaining Supervisory Board members.

 

Article 13 (Minutes)

Resolutions of the General Meeting are minuted by a notary.

The minutes are drafted in accordance with the applicable provisions of the Commercial Companies Code.

At the request of an attendee of the General Meeting, his/her written statement is recorded in the minutes.

A copy of the notarial deed containing the minutes of the General Meeting and proof of its convention, together with the powers of attorney granted by the Shareholders or documents confirming the fact that a Shareholder was acting by proxy, are attached to the book of minutes.

Shareholders may review the book of minutes and request copies of the resolutions certified by the Management Board.

Article 14 (Final Provisions)

1. These By-laws enter into effect at the General Meeting following the General Meeting at which the wording of these By-laws was adopted.

2. Any amendments to the By-laws of the General Meeting are effective as of the General Meeting following the Meeting that approved the amended By-laws.

3. In matters not regulated herein the provisions of the Commercial Companies Code and the Company’s Statute will apply.

I. GENERAL PROVISIONS

 

Article 1

These by-laws set out in detail the rules and procedure of convening and managing the work of the Supervisory Board of PAMAPOL S.A.

§ 2

The terms used in the by-laws have the following meanings:

1. By-laws – these by-laws, adopted by the resolution of the Supervisory Board and approved by the resolution of the General Meeting,

2. Company – PAMAPOL S.A. with its registered office in Rusiec,

3. Statute – the statute of PAMAPOL S.A.,

5. General Meeting – the general meeting of PAMAPOL S.A.,

6. Supervisory Board, Board – the supervisory board of PAMAPOL S.A.,

7. Independent Member of the Supervisory Board – member of the supervisory board of PAMAPOL S.A. who meets the requirements set forth in the Statute and appointed in accordance with the terms set out herein,

8. Management Board – the management board of PAMAPOL S.A.

 

II. COMPOSITION OF THE SUPERVISORY BOARD, RESPONSIBILITIES OF SUPERVISORY BOARD MEMBERS

 

Article 3

1. The procedure of appointing the Supervisory Board and its term of office are stipulated in the relevant provisions of the Company’s Statute and the by-laws of the General Meeting.

2. The Supervisory Board elects from its members the Chairman of the Supervisory Board, the Deputy Chairman and the Secretary at the first meeting of a new term of office. During a term of office, the Supervisory Board can recall the Chairman, the Deputy Chairman and the Secretary of the Supervisory Board from their functions, leaving them on the Supervisory Board and at the same time appointing another member of the Supervisory Board to those functions.

Article 4

1. Supervisory Board members should be guided primarily by the Company’s best interests.

2. Supervisory Board members should not resign from performing their duties during their term of office if it could hamper the work of the Supervisory Board, and in particular, if it could prevent timely adoption of material resolutions.

 

III. POWERS OF THE SUPERVISORY BOARD

 

Article 5

1. Every year, the Supervisory Board provides the Ordinary General Meeting with a brief assessment of the Company’s standing. The assessment should be made available to all Shareholders with appropriate notice to allow them to review it before the Ordinary General Meeting.

2. The Supervisory Board gives its opinion on all requests and matters requiring the opinion of the General Meeting.

3. In addition to the responsibilities set out in par. 1 and 2 above, the Supervisory Board has the responsibilities and rights set forth in the Company’s Statute.

4. The Supervisory Board may request studies and analyses regarding matters reserved for its decision, for its own purposes and at the Company’s expense, in cases of particular complexity and upon consultation with the Management Board. Agreements on engaging experts are signed, at the request of the Chairman of the Supervisory Board, by a Management Board member authorised to make declarations of will.

Article 6

1. The entity acting as an auditor of the Company should be appointed in a manner that ensures impartiality in the performance of its obligations.

2. To ensure independent opinions, the Company should replace its auditors at least once every five years. Replacement of an auditor should also involve replacing the person conducting the audit. Furthermore, in the long run, the Company should not use the services of the same auditing entity.

IV. MODES OF OPERATION AND MEASURES EMPLOYED BY THE SUPERVISORY BOARD

 

Article 7

1. Supervisory Board members perform their rights and obligations in person.

2. When performing their supervisory duties, Supervisory Board members should, in particular, undertake the appropriate measure to consistently receive from the Management Board detailed information about all material issues concerning the Company’s business and the risk involved in its activities as well as the methods of managing said risk.

3. Each Supervisory Board member may request any and all information about the Company’s business and to review the obtained information about the Company.

4. Each Supervisory Board member may review the Company’s accounting records.

5. Information obtained by Supervisory Board members during the performance of their duties constitutes a business secret.

 

Article 8

1. The Supervisory Board performs its obligations and powers collectively.

2. The Supervisory Board may delegate one or more of its members to perform specific supervisory duties independently. The rules governing the performance of supervisory duties by delegated Supervisory Board members are determined by the Supervisory Board upon consultation with the Management Board.

3. The Supervisory Board may delegate some of its members to temporarily perform the duties of Management Board members who were suspended or are unable to perform their duties. These members are bound by the non-compete obligation.

4. Supervisory Board members delegated by a group of Shareholders for permanent supervision duties provides the Supervisory Board with detailed reports on the performance of such duties.

 

V. PROCEDURE OF WORK OF THE SUPERVISORY BOARD

 

1. Convening meetings

 

Article 9

1. Supervisory Board meetings are convened by the Chairman of the Supervisory Board or, in his absence or limited availability, the Deputy Chairman of the Supervisory Board.

2. Supervisory Board meetings may be ordinary or extraordinary.

3. Ordinary meetings should be held at least four times a year (quarterly). Responsibility for convening ordinary Supervisory Board meetings lies with the Chairman of the Supervisory Board.

4. Extraordinary meetings may be convened at any time.

5. Supervisory Board meetings are convened by the Chairman of the Supervisory Board or, in his absence or limited availability, the Deputy Chairman of the Supervisory Board, on his/her own initiative or at the written request of a Member of the Supervisory Board or Management Board of the Company. Supervisory Board meetings should be convened within two weeks from the date a request was submitted.

Article 10

1. To ensure validity of the resolutions adopted by the Supervisory Board, each meeting should be duly convened by way of a written notice addressed to all the members of the Supervisory Board, delivered at least seven days in advance. The notice may be sent by registered letter, fax or email to the addresses provided by the Supervisory Board members.

2. The notice referred to in par. 1 above should specify the date, time and place of the meeting and the agenda together with the attached list of work materials for each agenda item, and the identity of the person requesting the meeting.

3. The Supervisory Board meeting may be held without being formally convened if all of its members agree to it no later than on the day of the meeting and confirm it in writing or sign the attendance list.

2. Work materials

 

Article 11

1. Work materials for each agenda item are prepared by the Management Board.

2. Work materials attached to each agenda item should be provided to the Supervisory Board members no later than five days before the meeting.

3. All work materials should each time be provided to all Supervisory Board members at the same time.

4. The Company’s Management Board is responsible for the timely preparation and delivery of the materials.

3. Meetings

 

§ 12

1. Meetings are chaired by the Chairman of the Supervisory Board or his/her Deputy, and in their absence, by the oldest member of the Board.

2. The Management Board of the Company may participate in Supervisory Board meetings with advisory voting rights, unless the meeting concerns the Management Board or its members directly, in particular, their dismissal, liability or remuneration or when the Supervisory Board resolves to exclude the Management Board from participating in all or part of the meeting. At Supervisory Board meetings, the Management Board is represented by its President or other Management Board members or directors of the Company nominated by the Management Board President.

3. Employees of the Company affected by the matters under discussion as well as any other persons invited by the Supervisory Board may also participate in Supervisory Board meetings.

Article 13

1. Subject to par. 2 and 3 below, the agenda of the Supervisory Board meeting should not be amended or supplemented during the meeting to which it pertains.

2. Resolutions cannot be adopted on matters not covered by the agenda, unless all members of the Supervisory Board are present at the meeting and none of them objects thereto.

3. The requirement referred to in par. 1 does not apply if the Supervisory Board is required to undertake certain steps to prevent the Company from damage and in the case of resolutions assessing the existence of a conflict of interests between the Company and a Supervisory Board member.

Article 14

1. Board meetings are minuted.

2. The minute clerk is appointed by the chairman of the Supervisory Board meeting. If the Supervisory Board appointed a Secretary of the Board, who is present at the meeting, the Secretary serves as the minute clerk unless otherwise agreed by the Board.

3. The minutes should contain:

a) the reference number of the minutes,

b) the date and place of the meeting,

c) indication of the procedure of the meeting,

d) the attendance list,

e) the agenda of the meeting,

f) the wording of the resolutions,

g) the voting procedure and voting results,

h) dissenting views recorded in the minutes.

4. Dissenting views of Board members present at the meeting and the objections of members not attending the meeting and sent in at a later time should be attached to the minutes.

5. Minutes are signed by the chairman of the Supervisory Board meeting and the other attending members of the Supervisory Board.

6. The work materials related to each agenda item are an integral part of the minutes.

7. Minutes should be combined into a book of minutes.

8. Minutes from meetings are kept at the Company’s registered office.

9. Minutes from the last meeting are sent to all Supervisory Board members together with the notice of the next meeting.

10. The minutes must be approved by voting at the next meeting of the Supervisory Board.

11. All of the above rules apply accordingly to minutes drafted at Supervisory Board meetings conducted via telephone or telecommunication devices.

4. Adopting resolutions

Article 15

1. In order for resolutions of the Supervisory Board to be valid, in addition to notifying all members of the Supervisory Board of convening a Supervisory Board meeting, at least half of the Board members must be present.

2. If, due to the absence of the Supervisory Board members referred to above, the Supervisory Board cannot adopt binding resolutions covered by the agenda, at the next Supervisory Board meeting, the above quorum requirements will not apply to the resolutions that were to be adopted at the previous meeting.

Article 16

The absolute majority of votes is required for the adoption of a resolution by the Company’s Supervisory Board.

Article 17

1. Members of the Supervisory Board may participate in adopting resolutions by casting their vote in writing via another member of the Supervisory Board. Votes cast in writing cannot pertain to matters added to the agenda during Supervisory Board meetings.

2. The Supervisory Board may also adopt resolutions in writing or using secure means of IT communication. Voting in writing or via conference call is ordered by the Chairman or Deputy Chairman of the Supervisory Board. Resolutions adopted in this manner are transcribed in the form of minutes by the person chairing the meeting. The minutes should be signed by all members of the Supervisory Board participating in the written vote or conference call. Resolutions are valid when all members of the Supervisory Board have been notified about the wording of draft resolutions. The date of adopting a resolution is the date on which the person chairing the meeting signs the minutes.

3. If a Supervisory Board meeting is conducted in the manner set out in par. 1 and 2, no resolutions on appointing, recalling and suspending Management Board members and appointing and recalling the Chairman and Deputy Chairman of the Supervisory Board may be adopted during that meeting.

Article 18

1. Voting is conducted via open ballot, with the exception of votes on personal matters, in particular matters that involve:

a) appointing and recalling Management Board members,

b) suspending Management Board members or the entire Management Board for valid reasons,

c) appointing and recalling the Chairman of the Supervisory Board, Deputy Chairman and the Secretary of the Board.

2. Secret ballot votes are ordered at the request of at least one voter.

Article 19

Supervisory Board members should notify the remaining Supervisory Board members during Board meetings of any conflicts of interests and refrain from participating in discussions and voting on resolutions in matters to which the conflicts of interests pertain.

5. Archiving documents

Article 20

The Company is responsible for archiving documents concerning the work of the Supervisory Board, in particular documents recording its meetings.

Article 21

1. The document archive pertaining to the work of the Supervisory Board should contain at least:

a) written requests to convene a Supervisory Board meeting, addressed to the attention of the Chairman through the Company’s secretarial office,

b) notification of convening a meeting together with proof of valid convention of the meeting (confirmation of sending registered letters, confirmation of fax transmission, email printout),

c) if a meeting is convened without notice – written approval of all Supervisory Board members,

d) approved minutes of the Supervisory Board meeting together with the complete set of work materials.

2. At the request from a Supervisory Board member or the Management Board President, the Chairman of the Board may prepare certified copies of the documents of the Supervisory Board.

6. Special powers of the Supervisory Board

Article 22

1. The Supervisory Board may convene an Ordinary General Meeting if it is not convened by the Management Board in the dates set forth in the Commercial Companies Code or in the Company’s Statute.

2. The Supervisory Board may convene an Extraordinary General Meeting whenever it deems it necessary and the Management Board fails to convene it within two weeks from the date of submission of a request in this regard by the Supervisory Board.

VI. INFORMATION PROVIDED BY SUPERVISORY BOARD MEMBERS

 

 

 

Article 23

1. Immediately after being appointed to the Supervisory Board, a Supervisory Board member will provide the Company with the following personal information: professional biography, contact information (correspondence address, telephone number, including cell phone number, fax number, and email) and make a written statement containing:

a) an undertaking to immediately notify the Company of any conflict of interests between the Supervisory Board member or the shareholder with whom that member is connected and the Company’s interests, and to abstain from voting on matters in which such a conflict has occurred;

b) information on his/her personal, actual and organisational links with the Company’s shareholders;

c) information on the number of shares held in the Company, its parent company or subsidiary, as well as transactions with these companies with a value of more than EUR 1,000.

2. The information set forth in par. 1 above should be immediately updated by the Supervisory Board member in the event of any changes.

3. The Supervisory Board member must also provide the statements referred to in par. 1 at the request of the Company’s Management Board.

4. The Management Board publishes the information received from Supervisory Board members using the Electronic Information System on the terms and on dates set out in the applicable laws, which does not release Supervisory Board members from their personal disclosure obligations stipulated in the applicable laws.

VII. REMUNERATION OF SUPERVISORY BOARD MEMBERS

 

Article 24

1. The amount of remuneration to be paid to Supervisory Board members is set out in a resolution of the General Meeting.

2. Supervisory Board members delegated to perform certain supervisory activities as well as Supervisory Board members delegated to temporarily perform the duties of Management Board members receive additional remuneration in the amount determined in each case by the General Meeting.

3. The remuneration to be paid to Supervisory Board members should be determined in accordance with clear procedures and rules. The remuneration should be fair but should not constitute a major cost item in the Company’s business or materially affect its financial result. It should also be in reasonable proportion to the remuneration paid to Management Board members.

4. The total amount of remuneration paid to all Supervisory Board members and the remuneration paid to each Supervisory Board member individually, broken down by components, should be disclosed in the annual report, together with the information on the procedures and rules of its calculation.

VIII. FINAL PROVISIONS

 

§ 25

1. The cost of supporting the Supervisory Board is borne by the Company.

2. The Supervisory Board uses the Company’s office premises, equipment and resources.

3. The administrative and technical support for the Supervisory Board is provided by the Company.

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