Constitutional documents
Extract from National Court Register
National Court Register
Current on March 11, 2015
KRS No. 0000157203
Current extract from Commercial Register
Download PDF file: krs 2015-03-11 
Terms of reference of The Supervisory Board
I General provisions
§1
The Supervisory Board operates under the act of September 15, 2000, of the Code of Commercial Companies (Journal of Laws No. 94, Item 1037 as amended) and other acts including the Best Practices of the Warsaw Stock Exchange as adopted by the Company’s governing bodies, as well as the Company’s Articles of Association and these Terms of Reference.
§2
The Supervisory Board supervises all fields of the Company’s activity on an ongoing basis. All information obtained by each member of the Supervisory Board in connection with their role as Supervisory Board member is classified.
§3
The Supervisory Board must provide the General Meeting with a brief annual evaluation of the Company’s standing. This evaluation must be included in the Company’s annual report which must be made available to all shareholders. Supervisory Board members must participate in the Company’s General Meetings within their remit and provide General Meeting participants with explanations and information to the extent required to resolve matters considered by the General Meeting.
II Composition of the Supervisory Board
§4
Supervisory Board members shall perform their activities in person.
§5
Members of the Supervisory Board, including the Chairperson, shall be appointed and dismissed as required by the Company’s Articles of Association.
§6
At its first meeting, the Supervisory Board may elect from among its members a Deputy Chairperson and a Secretary. The election shall be by secret ballot with an absolute majority of the votes cast by the Supervisory Board members attending. The Deputy Chairperson shall perform the Chairperson’s duties and exercise the Chairperson’s rights in their absence and on other occasions when the Chairperson is not able to perform their duties personally and when the Chairperson has delegated the performance of such duties and the exercise of such rights to their Deputy.
III Performance of activities
§7
To ensure the proper performance of the Supervisory Board’s duties, the Executive Board shall provide the Supervisory Board with regular and exhaustive information on all significant matters concerning the Company as well as on the risks associated with the Company’s activities and how to manage it. The Supervisory Board may examine all documents of the Company, request reports and explanations from the Company’s Executive Board and employees, and restate the Company’s assets. The Supervisory Board shall perform its duties collectively. The Supervisory Board may delegate its members to perform specific supervisory activities independently. A member of the Supervisory Board delegated to provide supervision on an ongoing basis must provide the Supervisory Board with detailed reports on the performance of his or her task.
§8
The Supervisory Board may appoint an audit commission and a compensation commission. The Chairperson of the Supervisory Board shall convene meetings of such commissions. The audit commission shall consist of two independent Supervisory Board members and one Supervisory Board member qualified and experienced in accounting and finance. The tasks of the audit commission include matters related to recommending an auditor and assessing current financial reports. In fixing the compensation of Executive Board members, the Supervisory Board shall make sure it is motivating and ensures effective and smooth management of the Company. The compensation should be commensurate with the Company’s size and performance and should correspond to the member’s responsibilities and the compensation levels of executive board members at similar companies in a comparable market.
§9
The Supervisory Board may appoint working groups and designate persons in charge of such groups. Working groups will seek to improve the ongoing work of the Supervisory Board by preparing working drafts of Supervisory Board decisions corresponding to its own proposals and proposals submitted for consideration of the Company’s Executive Board. Working groups will be composed of Supervisory Board members. The Supervisory Board may invite other persons to participate in the work of a working group. Detailed principles of a working group will be defined by the Terms of Reference adopted by the Supervisory Board.
§10
The Chairperson of the Supervisory Board shall execute agreements with the President of the Executive Board and other Executive Board members on behalf of the Supervisory Board.
§11
The Supervisory Board shall take decisions in the form of resolutions. The method of adopting resolutions is specified in §13 and §14 of these Terms of Reference.
§12
A session of the Supervisory Board may have the form of: 1) a meeting of Supervisory Board members held at one place, or 2) telecommunication or communication through audiovisual means between Board members who are present at the same time at different locations, in accordance with §12.2.
Supervisory Board sessions in the form specified in §12.1.2 will be held according to the following principles: 1) the items on the agenda will not include matters that are subject to a secret ballot, 2) Supervisory Board members will be present at the locations they have notified to the Chairperson or the Secretariat that services the Supervisory Board no later than one day before the session, 3) the minute taker will be present at the office of the Executive Board or at a different location specified by the Chairperson of the session.
The President of the Company’s Executive Board shall participate in the meetings of the Supervisory Board. The meetings may also be attended by other Executive Board members and other Company employees whose presence is relevant to the matters under consideration as well as other persons invited by the Chairperson on behalf of the Supervisory Board.
§13
Sessions of the Supervisory Board shall be convened by the Chairperson at his or her discretion, at the request of the Executive Board or at the request of a Supervisory Board member. Supervisory Board sessions shall be convened on a need basis at least three times in a financial year. The notice of each scheduled session of the Supervisory Board with a proposed agenda must be delivered to each Supervisory Board member at least seven days before the meeting date. In justified cases the Chairperson may shorten this period if none of the Supervisory Board members objects. Such notice should include at least the date, hour, location and agenda of the meeting.
§14
Sessions of the Supervisory Board will be prepared by the Chairperson of the Supervisory Board with the aid of the Secretariat that services the Supervisory Board or other assigned persons. Materials submitted to the Supervisory Board will be delivered to each Board member no later than three days before the meeting. In justified cases the Chairperson may shorten this period. Sessions of the Supervisory Board may be held without delivering a formal notice unless all members agree that a session be held and agree to its proposed agenda.
§15
Sessions of the Supervisory Board shall be chaired by the Chairperson or Deputy Chairperson or, in their absence, by a member of the Supervisory Board designated by the Chairperson.
§16
Resolutions of the Supervisory Board shall be adopted by open voting, except as required under §16.2. The Supervisory Board shall adopt resolutions by a secret ballot 1) where it is required by law, 2) in personnel matters, 3) at the request of a Supervisory Board member, accepted by the Supervisory Board through secret ballot.
Resolutions of the Supervisory Board shall be adopted with an absolute majority. In the case of a split vote, the President of the Supervisory Board shall have the casting vote. Resolutions of the Supervisory Board shall be signed by the Chairperson or the person in charge of the session during which the resolutions have been adopted.
§17
The Supervisory Board shall adopt resolutions as follows: 1) by voting directly at a meeting, 2) by submitting a written vote via another Executive Board member, 3) through direct remote communication.
Resolutions may be adopted if the meeting is attended by at least half of the Supervisory Board members and if all members have been invited to the meeting. A vote cast as specified in §17.2 will be a written vote, signed and dated, and it will explicitly state the matter it pertains to and provide an indication of whether it is ‘for’, ‘against’ or ‘abstaining’.
Resolutions adopted using the method specified in §17.3 above are presented to all Board members and, subject to §17.6, become valid once they have been signed by at least half of the Supervisory Board members, including the Chairperson. The signatures of Supervisory Board members need to be dated. The method specified in §17.2 and §17.3 shall not be used to adopt resolutions to elect a Deputy Chairperson of the Supervisory Board, to appoint a Executive Board member, to dismiss or suspend one of the above or to define a compensation policy for Executive Board members. Resolutions adopted using the method specified in §17.3 will be effective if all Board members have been presented with relevant resolution drafts.
§18
In the event of a conflict of interest arising, the relevant member of the Supervisory Board must notify the other Board members of the fact and abstain from discussing and voting on the relevant resolutions.
§19
The Supervisory Board shall keep minutes of its meetings. The minutes must contain the meeting date, agenda, full names of the attendees, the number of votes cast on each resolution, and dissenting opinions, and must be signed by the Supervisory Board members present at the meeting or by the Chairperson of the meeting and the minute taker. The minutes from the Supervisory Board meetings shall be kept in a book of minutes stored in the Company’s registered office.
§20
The minutes should contain a brief description of significant events at the session of the Supervisory Board, changes to the agenda, motions put forward by each member of the Supervisory Board and – upon request – significant statements and remarks of Supervisory Board members, the adopted resolutions and the following information: – the number of Supervisory Board members attending, – the number of voices cast for and against each resolution, – the number of abstaining votes, – dissenting voices.
The attendance list shall be signed when the meeting begins, first by the chairperson, then by all other members of the Supervisory Board attending. The minutes shall be signed by the President of the Supervisory Board. The following documents shall be enclosed with the minutes: – the attendance list, – all significant documents, including evidence that the meeting has been convened.
Draft minutes from the previous session shall be adopted by a vote and signed at the end of the current session or sent to Supervisory Board members with a notice of the upcoming session.
§21
Working materials concerning each item on the agenda will be prepared by the Executive Board at the request of the Chairperson of the Supervisory Board. The Chairperson of the Supervisory Board may task particular members of the Supervisory Board with preparing or developing specific materials for sessions of the Supervisory Board if they are connected with the agenda of the Supervisory Board’s session or the lines of responsibility.
IV Information to be submitted by Supervisory Board members
§22
Upon appointment, each Supervisory Board member must provide the Company with information about themselves, including: their CV, contact addresses (correspondence address, telephone number including mobile phone number, fax number and email for correspondence) and submit a written statement including: – a commitment to promptly notify the Company of any conflict of interest arising between the Supervisory Board member or a shareholder he or she is associated with and the interest of the Company and to abstain from voting on the relevant matters, – notify the Company of any ties to the Company shareholders representing no less than 5% of the total voting power at the Company’s General Meeting; the above obligation relates to economic, familial and other ties that may affect the opinion of the Supervisory Board member on the matter that is being considered by the Supervisory Board, – notify the Company of the shares of the Company and of its subsidiaries and parent that he or she holds and of significant transactions with such companies.
Whenever any information referred to in §22 above changes, the Supervisory Board member promptly notify the Company of such change. Each Supervisory Board member must also submit statements referred to §22 above whenever he or she is requested to do so by the Company’s Executive Board.
IV Final provisions
§23
Members of the Supervisory Board should refrain from engaging in transactions that involve the Company’s shares in the period between ten days before the date of public disclosure of the Company’s financial results and one day after such disclosure, and in the period between obtaining, in connection with the Board member’s role, any information that could affect the Company’s stock prices and the date of public disclosure of such information.
§24
These Terms of Reference are open to the public and available in the Company’s registered offices.
§25
These Terms of Reference become effective upon adoption.
Terms of reference of The Executive Board
I. General provisions
§1
The Executive Board operates under an act of September 15, 2000 (Code of Commercial Companies, Journal of Laws No. 94, Item 1037 as amended), other laws, the Company’s Articles of Association and these Terms of Reference.
§2
1. The Executive Board conducts the Company’s affairs, manages the Company and represents it. Any matters not reserved, by law or the Articles of Association, to the competence of the Company’s other governing bodies shall be included within the remit of the Executive Board.
2. Members of the Executive Board shall perform their duties in person.
§3
Executive Board members may exercise their powers vis-à-vis the Company only to the extent permitted by law and, in particular, by the Code of Commercial Companies, the Articles of Association and these Terms of Reference as well as by resolutions of the Supervisory Board and the General Meeting.
II. Composition of the Executive Board
§4
1. The Company’s Executive Board is comprised of one to five members including the President. Members of the Executive Board may be vice-presidents of the Executive Board.
2. Both shareholders and non-shareholders may be appointed to the Executive Board.
§5
1. The General Meeting elects, appoints and dismisses the President of the Executive Board. Other members of the Executive Board are appointed and dismissed by the Supervisory Board at the request of the President of the Executive Board.
2. An Executive Board member may also be dismissed or suspended by the General Meeting.
§6
1. The Executive Board’s term of office is four years.
2. Executive Board members are appointed for the same period in office.
3. The mandate of an Executive Board member appointed before the expiry of the Executive Board’s term of office shall expire simultaneously with the mandates of the other members.
§7
1. A member of the Executive Board may be dismissed at any time. If this happens, they do not lose their right to any claims related to employment or other legal relationships related to the performance of their role as Executive Board member.
2. An dismissed member of the Executive Board is entitled and obliged to submit explanations during the preparation of the Executive Board’s report and financial statements covering the period when they were an Executive Board member and is obliged to participate in the General Meeting held to approve the reports specified in the Code of Commercial Companies unless the statement of dismissal provides otherwise.
§8
1. The mandate of an Executive Board member expires at the latest on the date of the General Meeting held to approve the financial statements for the latest full financial year when the role of Executive Board member was held.
2. The mandate of an Executive Board member also expires upon their death, resignation or dismissal.
3. The filing of a resignation by an Executive Board member shall be governed by provisions on contract termination by the contractor.
§9
The President of the Executive Board shall make sure that the composition of the Executive Board complies with the law. If necessary, the President submits relevant requests to other bodies of the Company.
III. Meetings of the Executive Board
§10
1. The President of the Executive Board convenes meetings of the Executive Board at his own discretion.
2. A member of the Executive Board may submit a request that a meeting of the Executive Board be convened immediately.
3. Meetings of the Executive Board should be convened on a need basis.
§11
1. The notification of a scheduled Executive Board meeting with a proposed agenda should be distributed at least two days before the meeting.
2. If necessary, the Executive Board may consider cases and adopt resolutions, even if Clause 11.1 is not complied with.
§12
1. Materials submitted to the Executive Board should be prepared for each member of the Executive Board and, whenever possible, delivered no later than one day before the meeting.
2. The President shall supervise preparations for Executive Board meetings.
§13
1. The President of the Executive Board manages the work of the Executive Board and presides over its meetings.
2. In the President’s absence, he or she shall be substituted by Vice-president and, next in turn, by an Executive Board member appointed by the President.
§14
Persons invited by the President of the Executive Board may participate in the meeting of the Executive Board without the right to vote.
IV. Adoption of resolutions
§15
The Executive Board takes decisions in the form of resolutions.
§16
1. The Executive Board may adopt resolutions when all members have been invited to the meeting.
2. Attendance at Executive Board meetings is compulsory. The President of the Executive Board may release Executive Board members from this obligation. The Executive Board may adopt resolutions with at least half of its members present.
§17
1. Executive Board members may participate in the adoption of Executive Board resolutions by submitting a written vote via another Executive Board member. A written vote should be signed and dated. It should be explicit from the content of the letter to which item the vote pertains and whether it is a vote ‘for’, ‘against’ or ‘abstaining’. Written votes may not pertain to items added to the agenda during the meeting.
2. The Executive Board may also adopt resolutions through telecommunication or audiovisual means that ensure simultaneous communication of meeting participants.
3. Executive Board meetings held as specified in Clause 17.2 shall be conducted in line with the following principles:
1) Executive Board members must be present at the locations they have specified;
2) The minute-taker must be present in the Executive Board room or in any other location set for the meeting;
4. If necessary, the Executive Board may adopt resolutions by written consent. Such resolutions are submitted to all Executive Board members and become valid when signed by at least 1/3 of them, including by the President.
5. The method specified in Clauses 17.1, 17.2 and 17.4 does not apply to secret ballot resolutions.
6. Resolutions adopted using the method specified in Clauses 17.1, 17.2 and 17.4 are valid if all the Executive Board members participating in the adoption of a resolution had received its draft version.
§18
1. Resolutions of the Executive Board are adopted by open voting except where a secret ballot is required by law, in personnel matters and at the request of an Executive Board member accepted through a vote.
2. Resolutions of the Executive Board are passed by an absolute majority of votes. If the Articles of Association provide so, the President shall have the casting vote in the event of a split vote.
3. Executive Board resolutions are signed by the President of the Executive Board or by the chair of the meeting during which they are adopted.
§19
1. The Executive Board shall keep minutes of its meetings.
2. The minutes must contain the agenda, full names of the attendees, the number of votes cast on particular resolutions, and dissenting opinions. The resolutions adopted by the Executive Board must be enclosed with the minutes.
3. The minutes shall be signed by the Executive Board members present at the meeting and by the minute taker. The minutes shall be kept in a book of minutes stored in the Company’s registered office.
V. The Role of the Executive Board
§20
1. As defined by law and by the Articles of Association, the Executive Board conducts the Company’s affairs and represents the Company, in particular with regard to:
– defining the Company’s mission,
– setting long-term action plans and specifying strategic objectives related to the business of the Company,
– initiating and formulating business and financial plans,
– appointing standing groups and case groups, or nominating persons, including Executive Board members, responsible for appointing such teams and for directing their work as well as for specifying their roles and granting authorizations to define their remits,
– approving and monitoring the execution of plans on an ongoing basis,
– regular reporting on the Company’s position to the Supervisory Board,
– preparing materials for the Supervisory Board and the General Meeting as required by law and the Articles of Association.
2. In addition to Executive Board members, the teams may also include non-members. The work of the teams is supervised by team leaders appointed by the Executive Board.
3. The principles of operation of a standing group are contained in the group’s terms of reference adopted by the Executive Board. The terms of reference of a case group shall be approved by the Executive Board member who directs or supervises the work of the group.
4. A team leader shall issue directives within their competence and after consultation with other team members.
5. Directives of a team leader may be amended or revoked by resolutions of the Executive Board.
6. Laws on Executive Boards shall apply to all the matters relating to team convocation and operating rules that are not regulated by these Terms of Reference.
§21
1. The following require a resolution of the Executive Board:
1) matters that must be submitted or approved by the Supervisory Board or the General Meeting,
2) matters resulting from recommendations of the Supervisory Board or the General Meeting,
3) matters submitted by Executive Board members or team leaders,
4) matters which conclude with a current report (pursuant to the provisions of the Regulation of the Council of Ministers from October 16, 2001, on current and periodical information submitted by issuers of securities, Journal of Laws of December 10, 2001),
5) other matters, in particular those which result from the tasks specified in Clause 20.1 of these Terms of Reference.
2. The Executive Board may not delegate its competence to a team in matters specified in Clause 21.1 above.
§22
1. The appointment of a commercial proxy requires the consent of all Executive Board members.
2. Powers of proxy may be revoked by any member of the Executive Board.
VI. Final provisions
§23
If a conflict of interest arises between the Company and an Executive Board member, their spouse, relatives or in-laws up to the second degree of kinship or affinity or persons with whom the member is related personally, the member of the Executive Board should abstain from participating in the resolution of such cases and may request that due note of it be made in the minutes.
§24
In contracts between the Company and Executive Board members, the Company is represented by the Supervisory Board. In disputes with Executive Board members, the Company is represented by the Supervisory Board or a proxy appointed by the General Meeting.
§25
An Executive Board member cannot conduct a competitive business or participate in a competitive company as a partner in a civil partnership or private company or as a member of a governing body of a limited company without the Company’s consent granted by the Supervisory Board. This restriction also applies to shares in limited companies if an Executive Board member holds at least a 10% interest, or the right to appoint at least one member of the company’s Executive Board.
§26
1. The Supervisory Board fixes the compensation of Executive Board members employed under employment contract or other agreement.
2. The Supervisory Board or, if a relevant resolution is adopted, the Chair of the Supervisory Board, signs relevant agreements with the President of the Executive Board and with particular Executive Board members.
§27
Members of the Executive Board should refrain from engaging in transactions that involve the Company’s shares in the period between ten days before the date of public disclosure of the Company’s financial results and one day after such disclosure, and in the period between obtaining, in connection with the Board member’s role, any information that could affect the Company’s stock prices and the date of public disclosure of such information.
§28
These Terms of Reference are open to the public and available at the Company’s registered office.
Articles of Association
Articles of Association of ATM GRUPA Spółka Akcyjna
last amended on October 8, 2014
I. Company Name and Head Office
§1
1. The company (‘Company’) is a joint-stock company incorporated under the Code of Commercial Companies and governed by these Articles of Association.
2. The name of the Company is ATM GRUPA SPÓŁKA AKCYJNA.
3. The Company may also use the trading name ATM GRUPA S.A.
§ 2
1. The Company’s registered office is located in Bielany Wrocławskie, Poland.
2. The Company operates in the Republic of Poland and internationally.
II. Business Profile
§ 3
1. The Company’s principal activity is the production and distribution of television programming.
2. The Company deals in:
– 18.20.Z reproduction of recorded media
– 41.10.Z construction relating to erection of buildings
– 41.20.Z construction relating to erection of residential and non-residential buildings
– 42.11.Z construction of roads and freeways
– 42.13.Z construction of bridges and tunnels
– 43.21.Z electrical installation
– 43.22.Z pluming, heating, gas and air-conditioning installation
– 43.29.Z other construction systems/installations
– 43.39.Z other construction finishing work
– 46.43.Z wholesale of household electrical equipment
– 46.52.Z wholesale of electrical and telecommunications equipment and components
– 47.19.Z other retail sale in non-specialized stores
– 47.91.Z retail sale through mail order houses or online
– 47.99.Z other retail sale not in stores, stalls or markets
– 49.39.Z other passenger land transport not elsewhere classified
– 49.41.Z freight transport by road
– 51.10.Z passenger transport by air
– 51.21.Z freight transport by air
– 55.10.Z hotels and similar accommodation establishments
– 55.90.Z other accommodation
– 56.10.A restaurants and other food outlets
– 56.21.Z catering
– 58.11.Z publishing of books
– 58.13.Z publishing of newspapers
– 58.14.Z publishing of magazines and other periodicals
– 58.19.Z other publishing activities
– 58.21.Z computer games publishing
– 58.29.Z other software publishing
– 59.11.Z production of films, videos and television programs
– 59.12.Z postproduction of films, videos and television programs
– 59.13.Z distribution of films, videos and television programs
– 59.14.Z screening of films
– 59.20.Z sound and music recording
– 60.10.Z radio broadcasting
– 60.20.Z broadcasting of free and paid television programming
– 62.01.Z computer software activities
– 62.02.Z IT consultancy
– 62.03.Z IT management
– 62.09.Z other information and computer technology services
– 63.11.Z data processing, web hosting and related activities
– 63.12.Z web portals
– 63.91.Z news agencies
– 63.99.Z other news services not elsewhere classified
– 64.92.Z other forms of lending
– 64.99.Z other financial services not elsewhere classified except insurance and pension funds
– 68.10.Z buying and selling of real estate on the company’s own behalf
– 68.20.Z renting and managing of own or leased real estate
– 69.20.Z accounting, book-keeping and auditing; tax consultancy
– 70.10.Z activities of head offices and holding companies except financial holding companies
– 70.21.Z public relations and communication activities
– 70.22.Z other business and management consultancy
– 72.19.Z research and development in the field of other natural and technical sciences
– 72.20.Z research and development in social science and arts
– 73.11.Z advertising agencies
– 73.12.A media representation, i.e. sale or re-sale of time and space for advertising (radio & TV)
– 73.12.B media representation, i.e. sale or re-sale of space for advertising (printed media)
– 73.12.C media representation, i.e. sale or re-sale of time and space for advertising (Internet)
– 73.12.D media representation, i.e. sale or re-sale of time and space for advertising (other media)
– 73.20.Z market research and public opinion polling
– 74.10.Z specialist design
– 74.20.Z photography
– 74.30.Z translation and interpretation
– 74.90.Z other professional, scientific and technical activities not elsewhere classified
– 77.11.Z renting and leasing of passengers cars and vans
– 77.12.Z renting and leasing of other passengers cars except motorcycles
– 77.22.Z renting of video tapes and disks
– 77.32.Z renting and leasing of construction machinery and equipment
– 77.33.Z renting and leasing of office machinery and equipment including computers
– 77.35.Z renting and leasing of air transport equipment
– 77.39.Z renting and leasing of other machinery, equipment and tangible goods not elsewhere classified
– 77.40.Z leasing of intellectual property and similar products except copyrighted works
– 78.10.Z activities of employment placement agencies
– 85.42.B higher education institutions
– 85.52.Z cultural education
– 85.59.B other education not elsewhere classified
– 85.60.Z educational support activities
– 90.01.Z performing arts
– 90.02.Z support activities to performing arts
– 90.04.Z operation of arts facilities
– 93.29.Z other entertainment and recreation activities
– 95.12.Z repair and maintenance of communication equipment
3. In order to change the scope of the Company’s business, the General Meeting of Shareholders must adopt a resolution by a majority of two thirds of votes in the presence of persons representing at least half of the share capital. For such a resolution to be valid, the shares of shareholders who oppose such a change do not have to be purchased.
§ 4.
The Company may establish branches and agencies in Poland and abroad and participate in other companies and commercial entities in Poland and abroad.
§ 5.
The Company has an unlimited duration.
III. Share Capital
§ 6.
1.The share capital of the Company is 8,430,000 PLN and is divided into 84,300,000 shares with a par value of 10 GR (0.10 PLN) each:
1) 23,000,000 shares are registered preferred series A shares
2) 61,300,000 shares are bearer ordinary series B shares
2. The share capital was paid to the amount of 2,300,000 PLN following the Company’s transformation from a limited liability company doing business as ATM Spółka z o.o. into a joint stock company.
3. The series A shares are preferred registered shares carrying two votes per share at the General Meeting of Shareholders.
4. The share capital may be increased through an issue of new shares. Such new shares may be registered or bearer shares.
5. The share capital may be paid through cash payment, contribution in kind, or both.
6. The Company can cancel its shares via buy-back (voluntary cancellation). The General Meeting of Shareholders will determine the method and conditions of each cancellation.
7. The Company may issue convertible bonds, senior bonds and subscription warrants.
§6a
Pursuant to Resolution 23 adopted by the Annual General Meeting on June 29, 2012, the share capital was conditionally increased by not more than 258,000 PLN through the issue of not more than 2,580,000 ordinary bearer series E shares with a par value of 0.10 PLN each and a total par value no higher than 258,000 PLN.
IV. Governing Bodies
§ 7
The Company’s governing bodies include:
– the General Meeting of Shareholders
– the Supervisory Board
– the Executive Board
General Meeting of Shareholders
§ 8
1. In addition to the obligations arising from the law and these Articles of Association, the General Meeting of Shareholders shall:
1) adopt the rules of General Meetings
2) adopt the standing orders of the Supervisory Board
3) appoint and dismiss the President of the Executive Board
4) define a remuneration policy for the Supervisory Board members
2. The purchase and sale of real property will not require the consent of the General Meeting of Shareholders.
3. Meetings of Shareholders will be held at the Company’s head office or in the village of Ślęza in the commune of Kobierzyce, Wrocław Poviat.
§ 9
Unless the Code of Commercial Companies or these Articles of Association provide stricter rules, resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of votes.
§ 10
1. A shareholder or shareholders who represent at least 1/20 of the share capital and the Supervisory Board may request that a General Meeting be called and that specific items be included in the Meeting’s agenda.
2. The Executive Board shall call such General Meeting within 21 days from receipt of the request referred to in Clause 1 above.
3. Should the Executive Board fail to call such General Meeting, it can be called by the Chair of the Supervisory Board or Deputy Chair of the Supervisory Board who deputizes for the Chair of the Supervisory Board.
Supervisory Board
§ 11
1. Except as provided under Clause 3 below, the Supervisory Board is comprised of five members appointed and removed by the General Meeting of Shareholders. The Supervisory Board’s term of office is five years.
2. The General Meeting of Shareholders shall appoint the Chairman of the Supervisory Board from among the Supervisory Board’s members.
3. If the mandate of a Supervisory Board member expires during the Supervisory Board’s term of office, the Executive Board shall immediately call the General Meeting of Shareholders to fill up the vacancy.
4. Members of the Supervisory Board may be re-elected.
§ 12
1. The Supervisory Board shall operate according to the standing orders adopted by the General Meeting of Shareholders.
2. Members of the Supervisory Board will keep confidential any information that amounts to a trade secret. This obligation remains in force beyond their term of office.
3. The President of the Executive Board shall attend Supervisory Board meetings. The meetings may also be attended by other persons who have been invited to participate.
4. The Executive Board or a member of the Supervisory Board may request that a Supervisory Board meeting be called, providing a reason and purpose of such meeting. The Supervisory Board Chair shall convene such meeting within two weeks from the date of such request.
5. A resolution is valid if all Supervisory Board members are notified of the meeting at least 7 days prior to the meeting date and if at least half of the Supervisory Board members are in attendance.
6. Members of the Supervisory Board may participate in the adoption of resolutions by submitting a written vote via another Board member.
7. The Supervisory Board may adopt written resolutions without holding a meeting. The adoption date will be the date the Chair receives documents containing statements of all Supervisory Board members.
8. The Supervisory Board may adopt resolutions through direct telecommunication.
9. For a written resolution or a resolution adopted through direct telecommunication to be valid, all members of the Supervisory Board must have received the draft resolution.
10. Resolutions of the Supervisory Board will be adopted by an absolute majority. In the event of a split vote, the Chair of the Supervisory Board shall have the casting vote.
11. A resolution of the Supervisory Board to suspend for cause an Executive Board member or to temporarily delegate a Supervisory Board member to perform the duties of an Executive Board member will be adopted by a majority of 4/5 (four fifths) of votes cast with at least 4/5 (four fifths) of the Board members present.
§ 13
1. The Supervisory Board shall supervise the Company’s activities on an ongoing basis.
2. The Supervisory Board shall:
1) audit the Company’s financial statements
2) audit the Executive Board’s reports and recommendations on profit distribution and loss coverage, and submit annual reports containing findings of such audits to the General Meeting of Shareholders
3) designate a certified auditor to audit the Company’s financial statements
4) appoint and remove members of the Executive Board at the request of the President of the Executive Board
5) execute agreements with the President of the Executive Board and other Executive Board members
6) develop a remuneration policy for Executive Board members
7) approve the Executive Board standing orders
8) for as long as the Company is quoted on the stock exchange, and except as provided under Clause 5), the Supervisory Board shall give consent to the agreements between the Company and its affiliates as defined in the order of the Minister of Finance of October 19, 2005, on disclosure of current and periodical information by issuers of securities (Dziennik Ustaw No. 209, 2005, Item 1744). Such consent is not required for transactions with subsidiaries in which the Company holds a majority stake if such transactions are typical and executed on market terms as part of the Company’s operations.
Executive Board
§ 14
1. The Company’s Executive Board is comprised of one to five members appointed for a four-year term of office.
2. The President of the Executive Board is appointed and removed by the General Meeting of Shareholders. Other members of the Executive Board, nominated by the President of the Executive Board, are appointed and removed by the Supervisory Board at the request of the President of the Executive Board.
3. If an Executive Board member is appointed before the end of the Executive Board’s term of office, his or her mandate shall expire upon the expiry of the mandates of the other Executive Board members.
4. The Company’s Executive Board manages the Company’s business and represents the Company externally.
5. The Executive Board shall adopt its resolutions by an absolute majority vote. In the event of a split vote, the President of the Executive Board shall have the casting vote. The Executive Board’s standing orders lay down the powers, responsibilities and procedures of the Executive Board.
V. Company Representation
§ 15
The authority to submit declarations of intent and sign documents on behalf of the Company lies with:
1) one member of the Executive Board acting solely if the Executive Board consists of one member
2) two members of the Executive Board or two authorized signatories (prokurents) acting jointly or a member of the Executive Board acting jointly with an authorized signatory if the Executive Board consists of more than one member
VI. Company Accounts
§ 16
1. The Company’s financial year will be the calendar year except that the first financial year will end on December 31, 2003.
2. The General Meeting of Shareholders may decide to use income or other equity to create additional capital reserves within the amounts allowed under applicable legislation.
3. The General Meeting of Shareholders shall determine how the reserve funds will be utilized.
VII. Final Provisions
§ 17
1. The Company’s notices shall be published in Monitor Sądowy i Gospodarczy except for notices of Annual and Extraordinary General Meetings of Shareholders.
2. Incorporation costs will be paid in full by the Company. The costs are approximately 30,000 PLN.
§ 18
The Company was founded by:
1. Dorota Michalak-Kurzewska
2. Tomasz Kurzewski
Terms of reference of The General Meeting of Shareholders.
TERMS OF REFERENCE OF THE GENERAL MEETING OF SHAREHOLDERS OF ATM GRUPA S.A.
§ 1
The General Meeting of Shareholders (‘General Meeting’) is the supreme body of ATM GRUPA S.A. (‘Company’).
General Meetings are prepared and convened as required by the Code of Commercial Companies (act of September 15, 2000, Journal of Laws No. 94, Item 1037) and the Company’s Articles of Association.
§ 2
1. A General Meeting can only be attended by shareholders recorded in the register of shareholders sixteen days before the General Meeting date (Record Date).
2. The Record Date is the same for holders of bearer and registered shares.
3. Holders of registered shares and temporary certificates, as well as pledgees and users entitled to vote, may participate in the Company’s General Meeting if they are recorded in the register of shareholders on the Record Date.
4. Registered shares in the form of documents entitle their holders to participate in a General Meeting if the documents are deposited in the Company’s offices no later than on the Record Day and are not withdrawn before the end of the day. Instead of shares, shareholders may submit a certificate to confirm that the shares are deposited with a notary, a bank or an investment company with headquarters or a branch in the European Union or a country that is a party to the Agreement on the European Economic Area, specified in the notice of the General Meeting. The certificate must include the numbers of such certificates and state that the certificates will not be issued before or on the Record Date.
5. At the request of a holder of the Company’s dematerialized bearer shares submitted no earlier than after the convening notice for a General Meeting and no later than on the first weekday after the Record Date, the entity keeping the stock account shall issue a registered certificate entitling the holder to participate in the General Meeting.
6. Regulations on trading in financial instruments may specify other documents equivalent to the above certificate, provided that the entity holding the Company’s securities is informed of who has issued these documents.
7. A shareholder may transfer his/her shares in the period between the day of registering his/her participation in a General Meeting and the day on which the General Meeting ends.
8. The right to participate in a General Meeting includes the right to take part in the discussion on agenda items, to put forward motions related to agenda items, to vote and to raise objections.
9. The members of the Executive and Supervisory Boards who are not shareholders, and experts invited to a General Meeting by the Executive or Supervisory Board, may participate in and speak at the General Meeting. Guests invited by the body convening the General Meeting may participate in but not speak at the General Meeting.
10. All members of the Executive and Supervisory Boards shall be invited to each General Meeting. Representatives of the Executive Board and the Supervisory Board shall be able to answer questions posed at the General Meeting.
11. The Executive Board shall invite a certified auditor to those General Meetings whose agenda includes issues related to the Company’s finances.
§ 3
The list of shareholders entitled to participate in a General Meeting is drafted and signed by the Executive Board.
The list should contain the following:
a) the names and surnames (company names) of shareholders entitled to attend the General Meeting
b) the shareholders’ place of residence (registered office)
c) the amount, type and number of shares held and the number of votes attached to these shares
The list of shareholders should be available for inspection in the office of the Executive Board at least three business days before the scheduled date of the General Meeting.
Each shareholder may inspect the list in the Executive Board’s office and request a copy thereof, provided he/she refunds the cost of its preparation.
Each shareholder may request a copy of the motions related to the agenda items during the week before a General Meeting.
§ 4
1. Each shareholder may participate in General Meetings and vote in person or by proxy. The proxy appointment entitling its holder to participate in and vote at a General Meeting must be in writing or in electronic form.
2. Voting by mail is not allowed.
3. Electronic proxy appointments must be emailed to the Company’s address provided in the notice of a General Meeting, pursuant to Article 4022.2.d of the Code of Commercial Companies, without prejudice to the provisions below.
4. The following rules will be followed to identify shareholders and proxies and to verify the validity of electronic proxy appointments:
a. Electronic proxy appointments must be sent to the Company within three days prior to the date of a General Meeting or on the day of the General Meeting before the meeting is closed. A person present at the meeting who purports to be the shareholder’s proxy appointed electronically shall not be able to participate in the meeting until the Company obtains and verifies such appointment in line with Section 3.
b. Electronic proxy appointments shall be accepted only from those shareholders who are on the list of shareholders entitled to attend a General Meeting in line with Article 407 § 1 of the Code of Commercial Companies.
c. Electronic proxy appointments shall not be accepted and considered valid unless the shareholder, before or upon submission of a proxy appointment in line with the provisions of Section 3, contacts the Company using the telecommunication numbers posted on the Company’s website (or beforehand, in person or through courier) and notifies the Company of his/her intention to send an electronic proxy appointment. The shareholder needs to supply an e-mail address from which they will send the proxy appointment and confirm his/her identity by faxing, e-mailing or submitting by other means a PDF or JPG scan, signed by the shareholder, of a valid ID containing the shareholder’s signature (ID card, passport). If such shareholder is a legal entity, limited legal entity or other entity, he/she must supply a copy of valid registration documents signed by the shareholder and indicate the manner of the shareholder’s representation. In order to confirm the identity of persons acting on behalf of a shareholder who is a legal entity, limited legal entity or other entity, such persons should also send the Company certified true copies of his/her valid ID documents containing his/her signature (ID card, passport).
d. Prior to sending a proxy appointment as described in Section 3, the shareholder shall send a test e-mail with a subject starting with the shareholder’s family name and first name or his/her company name and the following words: ‘Pełnomocnictwo – test WZA w dniu ___ (insert the day and year of the General Meeting)’. By sending a test e-mail the shareholder requests the Company to read the message. As soon as the test e-mail reaches the Company’s inbox, the Company will read the e-mail, which will automatically generate a confirmation that the Company has read the test e-mail.
e. The shareholder may not e-mail a proxy appointment unless he/she has received a confirmation saying that the Company has received the test e-mail, and if he/she does, he/she must send the appointment from the same e-mail address.
f. An e-mail with a proxy appointment attached must have the same subject as given in Subsection d. above, including the shareholder’s identification data and the words: ‘Pełnomocnictwo – WZA w dniu ___ (insert the day and year of the General Meeting)’. By sending a test e-mail the shareholder requests the Company to read the message. As soon as the e-mail reaches the Company’s inbox, the Company will read the message, which will automatically generate a confirmation that the Company has read the e-mail.
g. Electronic proxy appointments must be in Polish. If the documents referred to in b. are in a foreign language, the shareholder must fax or send a PDF or JPG scan of their certified translations into Polish.
h. A proxy appointment must unequivocally specify the proxy by indicating his/her first name(s) and family name as stated in the ID confirming the identity of the proxy, his/her date of birth, the number and series of his/her ID document and the PESEL number or other identification number appearing in the document used by the proxy for identification purposes. Before signing the attendance sheet, the proxy must present the ID specified in the proxy appointment that the Company had been e-mailed.
i. Electronic proxy appointments must not authorize proxy substitution.
j. The provisions a. to i. apply to revoking proxy appointments, assigning new proxies, and assigning and revoking proxies by users or pledgees of the Company’s shares who have voting rights.
5. If a proxy appointed to represent a shareholder at a General Meeting is a member of the Company’s Executive Board, Supervisory Board, liquidator, employee or member of the governing bodies or employee of the Company’s subsidiary or co-operative, his/her appointment entitles his/her to represent the shareholder at one General Meeting. A proxy must notify the shareholder of any circumstances that pose an existing or potential conflict of interest. Such proxy may not delegate his/her authority to act on behalf of the shareholder to other individuals.
6. A proxy referred to in Section 5 shall vote in line with the instructions obtained from the shareholder.
§ 5
1. An attendance list of shareholders specifying the number of shares held by each shareholder and the number of votes shall be drafted by persons assigned to this task by the Executive Board. The attendance list shall be drawn up based on the list of shareholders referred to in § 3 of these Terms of Reference.
2. The person(s) drawing up an attendance list should:
a. check whether the participants are entitled to participate in the General Meeting
b. check the identity of the shareholders and proxies against their ID cards or passports
c. check the validity of proxy appointments and then enclose them with the minutes from the General Meeting
d. have the shareholders and proxies sign the attendance list.
3. The attendance list shall be available for inspection throughout the General Meeting. The persons drawing up the attendance list are obliged to update it on an ongoing basis to reflect changes in attendance, specifying the time of all such changes.
4. At the request of shareholders holding one tenth of the share capital represented at the General Meeting, the attendance list shall be verified by a committee selected for this purpose, comprising of no fewer than three members. Those who submit such a request may select one member of the committee.
§ 6
1. The Chair of the Supervisory Board or his/her Deputy shall open each General Meeting and announce the election of the Chair of the General Meeting. In his/her absence, the General Meeting shall be opened by the President of the Executive Board or a person designated for this purpose by the Executive Board.
2. The person who opens a General Meeting orders the election, in a secret ballot, of the Chair of the General Meeting.
3. Each person entitled to participate in a General Meeting may stand for Chair of the General Meeting and submit one candidate for this position to be recorded in the minutes. The candidates should have a sound background, be familiar with these Terms of Reference and with the issues on the agenda
4. Once it is put on record that the nominated candidate accepts his/her nomination, his/her name is put on a list. The list of nominated candidates is drawn up by the person who has opened the General Meeting. Once announced, the list is closed.
5. When electing the Chair of the General Meeting, a separate vote shall be called for each candidate in alphabetical order.
6. The person who has opened the General Meeting shall make sure the voting is carried out correctly and then shall announce its results.
7. The candidate with the most valid votes cast shall become the Chair of the General Meeting.
8. Upon election, the Chair of the General Meeting signs the attendance list.
9. After being elected and signing the attendance list, the Chair of the General Meeting shall announce that the General Meeting has been properly convened and is capable of adopting resolutions and he/she shall present the agenda. The Chair of the General Meeting may remove or reorder agenda items subject to the consent of the General Meeting.
§ 7
1. The tasks of the Chair of the General Meeting include in particular:
a. making sure that the meeting and voting go smoothly and correctly
b. giving the floor to meeting participants
c. making sure that the discussion is to the point
d. keeping order in the meeting room
e. ordering a recess at the request of a majority of two thirds of the votes, with the meeting to be resumed on a different date
f. announcing, supervising and signing all documents containing voting results
g. making sure the agenda is fully covered
h. resolving any doubts related to these Terms of Reference
2. The total time of recess referred to in 2.e may not exceed 30 days.
3. The Chair of the General Meeting may call short breaks in the meeting. The breaks are designed to:
a. enable shareholders to put their motions in writing
b. enable shareholders to reach a consensus opinion
c. consult with the experts present at the General Meeting
4. The Chair may also call a break if a General Meeting is longer than two hours.
5. A single break shall be no longer than 1 hour, and the total time of breaks during one day shall not exceed 3 hours unless the Chair of the General Meeting has reasonable grounds to decide otherwise.
6. The Chair of the General Meeting shall run each session so that a resolution is adopted in each case in which the General Meeting is to take a decision on a specific item unless the General Meeting resolves to exclude the item from the agenda or to not consider the item.
§ 8
1. The General Meeting may appoint an Election Returning Committee.
2. The Returning Committee, which must be comprised of at least three members, shall elect a Committee Chair from among its number and shall keep records of its activities, which will then be submitted to the Chair of the General Meeting.
3. The Returning Committee shall not be appointed unless it is impossible to conduct a vote using an electronic system.
4. The Election Returning Committee shall oversee the voting process, checking and passing its results to the Chair of the General Meeting.
§ 9
1. A General Meeting may resolve to exclude specific matters from the agenda if there are material grounds for doing so, or to reorder agenda items.
2. A General Meeting may not resolve on issues not included in the agenda unless all share capital is represented at the Meeting and none of those present objects.
§ 10
1. After presenting each of the agenda items, the Chair of the General Meeting shall open discussion, allowing participants to speak in order of request. If the General Meeting agrees to do so, a number of agenda items may be discussed at the same time.
2. The Chair of the General Meeting may give the floor to the members of the Executive and Supervisory Boards, giving them precedence over the other participants.
3. The Chair of the General Meeting may give the floor to experts, including a certified accountant.
4. The Chair of the General Meeting may require that participants register for discussion, providing their full names.
5. Participants may only speak on the matters that are currently under discussion.
6. Each shareholder may speak for five minutes on each agenda item. For particularly complex items, the Chair may extend this time limit to ten minutes.
§ 11
1. Each shareholder may ask questions concerning each agenda item.
2. The members of the Company’s Executive Board – each within his/her remit – shall answer these questions and provide explanations if this is material to the item on the agenda.
3. The Executive Board shall decline to provide information where this could cause harm to the Company, its affiliate or subsidiary, in particular through disclosing confidential technical, trade or organisational information.
4. An Executive Board member may decline to provide information where this could lead to criminal, civil or administrative charges being made against him/her.
5. An answer is deemed to have been provided if relevant information is available on the Company’s website in a section with answers to shareholders’ questions.
6. In the case referred to in Section 1 above, the Executive Board may provide information in writing outside of a General Meeting if there is a compelling reason for doing so. The Executive Board shall supply the required information no later than two weeks from the day it was requested at a General Meeting.
7. If a shareholder requests information about the Company outside of a General Meeting, the Executive Board may supply the required information in writing subject to the provisions of Section 2 above.
8. In the documentation submitted to the next General Meeting, the Executive Board shall include the information supplied to shareholders outside of a General Meeting together with dates and names of shareholders. The information submitted to the next General Meeting may exclude information that has been disclosed to the public and during the General Meeting.
9. Without prejudice to the provisions of Sections 1−8 above, the Executive Board shall decline to offer any information if it is confidential for the purposes of the act on trading in financial instruments and other regulations applicable to publicly traded companies.
§ 12
1. Each shareholder may propose amendments and additions to draft resolutions included in the agenda of a General Meeting. Such proposals must be submitted before discussion is closed on the item that includes the relevant draft resolution.
2. Such proposals, along with a brief rationale, should be submitted in writing, separately for each draft resolution, to the Chair of the General Meeting, and should include the shareholder’s full name or company name.
§ 13
1. Except as provided in the Code of Commercial Companies, a General Meeting is valid regardless of the number of shares represented.
2. Except as provided in the Code of Commercial Companies and the Company’s Articles of Association, resolutions shall be adopted by an absolute majority of votes.
3. The number of votes cast includes the votes ‘for’, ‘against’ and ‘abstaining’.
§ 14
Each shareholder may vote by proxy on resolutions that concern:
a. his/her responsibility to the Company, including the approval of the fulfillment of his/her duties
b. agreements and disputes between the shareholder and the Company
c. being released from an obligation toward the Company
provided that:
a. the proxy appointment authorizes his/her proxy to represent the shareholder at a single general meeting
b. the proxy informs the shareholder of any circumstances that pose an existing or potential conflict of interest
c. the proxy votes in line with the instructions received the shareholder
Proxies may not delegate their authority.
§ 15
1. Except as provided in Section 2 below, voting shall be by open ballot.
2. Secrets ballots shall be conducted:
a. to elect or dismiss members of the Company’s governing bodies and liquidators
b. to held members of the Company’s governing bodies and liquidators responsible for their actions
c. in personnel matters
d. at the request of one or more shareholders present or represented at a General Meeting.
§ 16
1. The General Meeting shall appoint and dismiss members of the Supervisory Board.
2. At the request of shareholders representing at least one fifth of the share capital, members of the Supervisory Board shall be elected during the next General Meeting in gropus.
3. Shareholders representing a number of shares equal to the number derived by dividing the total number of represented shares by the number of Supervisory Board members, may form a group of shareholders to elect one Supervisory Board member, but shall not participate in electing other Supervisory Board members.
4. The Supervisory Board vacancies not filled by a vote of a group of shareholders shall be filled by a vote of all those shareholders who have not taken part in the election of the Supervisory Board members elected in groups.
5. Unless at least one group capable of electing a Supervisory Board member is formed, no voting takes place.
6. In group voting, each share carries one vote regardless of any preferences or restrictions.
§ 17
When the agenda is exhausted, the Chair of the General Meeting shall close the General Meeting.
§ 18
1. A notary shall record all General Meeting resolutions in the minutes.
2. Minutes shall taken in compliance with the Code of Commercial Companies.
3. The Executive Board shall include a copy of the minutes, a proof that the General Meeting was held and proxy appointments in the minute book. Shareholders may inspect the minute book and request copies of resolutions as authorized by the Executive Board.
§ 19
Appeals against General Meeting resolutions may be filed with the court in the mode and manner specified in Articles 422–427 of the Code of Commercial Companies.
§ 20
1. These Terms of Reference may be amended by a resolution of a General Meeting in an open vote with an absolute majority of votes.
2. Amendments become effective from the beginning of the General Meeting session following the General Meeting at which they were adopted.
These Terms of Reference were adopted on June 27, 2011.