The General Meeting may be held as an Annual or Extraordinary General Meeting. General Meetings are held at the Company’s registered office or at the place specified in a notice of the General Meeting.

The Annual General Meeting is convened by the Company’s Management Board within six months from the end of a financial year for the purpose of reviewing and approving the Directors’ Report on the Company’s operations and the financial statements for the previous financial year, passing a resolution on the distribution of profit or coverage of loss, and granting discharge to members of the Company’s governing bodies in respect of their duties. The Annual General Meeting may also deal with other business. The Annual General Meeting may be convened by the Supervisory Board if the Management Board fails to convene it within the time limit specified above.

An Extraordinary General Meeting may be convened by the Management Board on its own initiative or at the request of a Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital. Qualifying Shareholders may request that an Extraordinary General Meeting be convened and that specific matters be included on its agenda. Any such request should be submitted to the Management Board in written or electronic form. The Management Board will convene an Extraordinary General Meeting within 14 days of receiving such request. An Extraordinary General Meeting may also be called by a Shareholder or Shareholders representing at least a half of the Company’s share capital or at least a half of total voting rights at the Company, in which case such Shareholders will appoint the Chairperson of the Meeting. The Supervisory Board may convene an Extraordinary General Meeting where it sees fit to do so. The General Meeting is convened by way of a notice on the Company’s website and in the manner required for publication of current reports pursuant to the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies; such notice should be published not later than 26 days before the scheduled date of the General Meeting.

A notice convening the General Meeting should include or specify:
1. the date, time and venue of the General Meeting and its detailed agenda;
2. a precise description of the procedures relating to attendance of the General Meeting and exercise of voting rights, including in particular information on:
a) a Shareholder’s right to request that certain items be placed on the agenda of the General Meeting,
b) a Shareholder’s right to propose draft resolutions concerning items that have been or are to be placed on the Meeting’s agenda prior to its date,
c) a Shareholder’s right to propose draft resolutions concerning items placed on the agenda during the General Meeting,
d) the manner of exercising voting rights by proxy, including information on proxy voting forms and the manner in which the Company should be notified of appointing a proxy by electronic means of communication,
e) the possibility of participating in the General Meeting via electronic means of communication,
f) the possibility of speaking at the General Meeting via electronic means of communication,
g) the possibility of exercising voting rights by postal ballot or via electronic means of communication;
3. the record date for participation in the General Meeting, as referred to in Art. 4061 of the Commercial Companies Code;
4. information that only persons being Company Shareholders as at the record date for participation in the General Meeting may attend the General Meeting;
5. information on where and how a person entitled to attend the General Meeting may obtain a complete copy of the documentation to be presented to the General Meeting and draft resolutions or, if no resolutions are to be adopted, comments by the Management Board or Supervisory Board concerning matters which have been or are to be placed on the agenda before the date of the General Meeting; and
6. the address of the Company’s website where information on the General Meeting will be made available.

Draft resolutions concerning matters placed on the agenda are prepared by the Management Board.

As of the date of convening the General Meeting, the Company will publish the following information on its website:
1. a notice of the General Meeting,
2. information on the total number of Company shares and the number of voting rights attached to those shares as at the notice date, and on the types of shares and number of voting rights attached to the shares of each type (if different types of shares exist),
3. any documents to be presented to the General Meeting,
4. draft resolutions or, if no resolutions are to be voted on at the Meeting, the Management Board’s or Supervisory Board’s comments concerning matters which have been or are to be included on the agenda before the date of the Meeting,
5. forms enabling the exercise of voting rights by proxy or by postal ballot, unless such forms are sent directly to each Shareholder.

The General Meeting may only be attended by persons who were Company Shareholders sixteen days before the date of the Meeting (the record date for participation in the General Meeting) who hold certificates bearing their names, issued to confirm their right to participate in the General Meeting. Upon the request from a holder of book-entry bearer shares in the Company, submitted not earlier than after the date of a notice of the General Meeting and not later than on the first business day after the record date for participation in the General Meeting, the entity maintaining the securities account will issue a certificate bearing the Shareholder’s name and confirming their right to attend the General Meeting. A Shareholder holding shares in book-entry form has the right to obtain a certificate of deposit bearing the Shareholder’s name issued by the entity keeping the securities account in accordance with the laws and regulations governing trade in financial instruments, and the right to obtain a certificate bearing the Shareholder’s name and confirming their right to participate in the General Meeting.

The Company Shareholders may attend the General Meeting and exercise their voting rights in person or by proxy. Representatives of legal persons must present valid excerpts from relevant registers specifying the persons authorised to represent that legal person. Any person not specified in such excerpt should hold a written power of proxy. Powers of proxy to participate in the General Meeting and exercise voting rights must be granted in written or electronic form. A power of proxy granted in electronic form does not require a secure electronic signature verifiable with a valid qualified certificate. Shareholders should notify the Company of the appointment of proxies via electronic means of communication, in such manner as defined in the Notice. The list of Shareholders entitled to participate in the General Meeting should be displayed at the Management Board’s offices for three business days prior to the General Meeting. A Shareholder may inspect the list at the Management Board’s offices and request that the list be sent to them free of charge via electronic mail to the e-mail address provided by the Shareholder.

PROCEEDINGS OF THE GENERAL MEETING

As soon as the General Meeting begins, the Chairperson orders that the attendance list be prepared and signed; the attendance list then remains on display until the closing of the General Meeting. The list may be supplemented or revised depending on changes in the attendees of the General Meeting. Any amendments to the list are confirmed by the Chairperson of the General Meeting. At the request from Shareholders holding one-tenth of the share capital represented at the General Meeting, the attendance list should be reviewed by a specially appointed committee consisting of at least three members. The requesting Shareholders are entitled to elect one member of the committee. 

No resolution may be passed on matters not included on the agenda of the General Meeting, unless the Company’s entire share capital is represented at the General Meeting and no objections to the adoption of such resolution are raised by any of the persons participating in the General Meeting. A Shareholder or Shareholders representing at least one-twentieth of the share capital may request that specific matters be placed on the agenda of the next General Meeting by submitting a relevant proposal to the Management Board in written or electronic form together with reasons for the proposal or a draft resolution pertaining to the proposed agenda item, not later than twenty-one days before the scheduled date of the General Meeting. During a General Meeting, each Shareholder may submit draft resolutions concerning items placed on the agenda.

Each participant of a General Meeting has the right to speak on matters placed on the agenda which are currently under discussion. During a General Meeting, the Management Board is required to provide a Shareholder with any information on the Company that the Shareholder may reasonably request for the purpose of assessing a matter included on the agenda.
However, in any of the cases referred to in Art. 428.2 of the Commercial Companies Code, the Management Board should refuse to provide requested information. In justified cases, the Management Board may provide requested information in writing within two weeks of the closing of the General Meeting. A Shareholder who was refused a request for information during a General Meeting and who demanded that their objection be recorded in the minutes, may, within a week of the closing of the General Meeting at which the Shareholder was refused the request for information, file an application with the registry court requesting that the court obligates the Management Board to provide the requested information. A Shareholder may also submit an application to the registry court requesting that the court obligates the Company to publish any information disclosed to another shareholder outside of a General Meeting. Shareholders may obtain information and explanations from members of the Supervisory Board and from the Company’s auditor whenever the provision of such information is necessary to resolve a matter debated by the General Meeting and is consistent with the applicable law.