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  The Statute of the General Meeting
   
  The General Meeting of Shareholders of the joint stock company Eneergoaparatura SA, further called the General Meeting work on the basis of :
 
  1. The Company statute
  2. The General Meeting resolutions
  3. Code of Trade Companies
  4. This Statute
  § 1
  The General Meeting is the highest organ of the Company.
   
  Chapter 1
  THE GENERAL MEETING SCOPE OF POWERS
   
  § 2
 
  The  following items should be subject of the ordinary General Meeting:
1. the appraisal and approval of the Company Board from their activities during the previous year and of the financial  report for the last financial year,
a. approval of the profit distribution or the loss defrayal,
b. exoneration of the Company Organs members duties execution
c. appraisal of issues raised by the Board, the Supervisory Board or the shareholders.
   
2. Except the isuues, mentioned in section 1 above,the following issues require the General Meeting resolution :
a. change of the Company Statute,
b. increase or decrease of the initial capital ( exluding the case as described in § 6a of the Statute),
c. the Company fusion, partition or transformation,
d. the Company dissolution and liquidation,
e. emission of convertible bonds and of subscription warrants,
f. sale and lease of the company or its organised part ,
g. formation and liquidation of reserve capitals and determining their allocation,
h. any decisions on the claims for compensation for damages made at founding the Company or at executing the management or supervisory activities,
i. purchase of Company own shares to be offered to the employers
j. remission of shares ( excluding the case described in § 8 section 3 of the Statute),
k. set the date of dividend acquisition right and the date of the dividend payment,
l. conclusion of the credit, loan or guarantee contract between the Company and the President or Member of the Board, Member of the Supervisory Board, the Proxy or liquidator, 
m. set the Supervisory Board members salaries,
n resolve the General Meeting Statute.
3. The powers described in section 1, items  pkt b) d), e), f), g), h), i), j), k), l), m) and n) are executed by the General Meeting on the request of :
a. the Company Board, accompanied by the written opinion of the Supervisory Board , or
b. the shareholders representing at least 10 % ( ten per cent) of the initial capital, accompanied by the written opinion of the Company Board and Supervisory Board.
4. The lack of opinion mentioned above  14 (fourteen) days before the General Meeting date is assumed as the lack of objections.
   
  Chapter II
  THE PRINCIPLES OF CALLING THE GENERAL MEETING
   
  § 3
1. The General Meetings are held as ordinary and extraordinary ones.
2. The Ordinary General Meeting should be held within six months from closing the financial year.
3. The entities entitled to call the Ordinary General Meeting are:
a. the Company Board,
b. the Supervisory Board, if the Meeting has not been  called  in a time allowing to hold it by the end of June of a given year.
4. The entities entitled to call the Extraordinary General Meeting are:
a. the Company Board,
b. the Supervisory Board, if they find it necessary,
c. the shareholders representing at least half of the Company initial capital or at least half of the votes ,
d. the shareholders authorised by the register court.
5. If the Company balance sheet reveals the loss exceeding the sums of the supplementary and reserve capitals and 1/3 of the initial capital the Board are obliged to immediately  call the General Meeting to take a resolution regarding further Company existence.   
6. The shareholder or shareholders representing at least 1/20 of the initial capital may request calling the Extraordinary General Meeting. Such motion must be submitted to the Board in a written form or via e-mail to the address: sekretariat@enap.com.pl. If the Board do not call the Extraordinary General Meeting within two weeks from the motion date, the register court may authorise the requesting shareholders to call the  Meeting. In such case the court apopoints the Chairman of the General Meeting. The Meeting called on the shareholders motion will take a resolution deciding, whether the cost of calling the Meeting burdens the Company or the shareholders requesting the meeting. The shareholders, on whose motion the Meeting had been called, may  apply to the register court  for releasing them from the obligation to cover the costs.
7. The shareholder or shareholders representing at least 1/20 of the initial capital may request putting the determined issues on the agenda. The motion for putting any issues on the agenda must be submitted in writing or via e-mail to the address: sekretariat@enap.com.pl within 21     ( twenty one) days before the General Meeting date. The motion should contain a justification or the drafts of proposed resolutions. The Board is obliged to announce the changes in the agenda request by the shareholders not later than 18 (eighteen) days before the meeting date.
8. The shareholder or shareholders representing at least 1/20 of the initial capital may, before the date of the General Meeting, submit to the Board  the drafts of resolutions regarding the issues on the agenda in writing or via e-mail to the address: sekretariat@enap.com.pl . The Company is obliged to publish them on its website. 
9. Every shareholder is entitled to submit drafts of resolutions regarding the issues to be discussed during the General Meeting.
   
  § 5
1. The General Meeting is called  by announcing it via the Company website (www.enap.com.pl) and by the current report under procedure of Article 56 section 1 of the  Act of the Public Offer dated  29 July ,2005,  at least 26 days before the date of the General Meeting. 
2. The announcement should contain the date, time and venue of the General Meeting , the detailed agenda and other information required by the Code of Trade Companies. In case the Company Statute will be changed by the Meeting the contents of the changes suggested should be given.
3. From the date of calling the General Meeting the Company is obliged to announce on its website the information on calling the General Meeting, on the total number of shares in the Company and number of votes thereof on the announcement day, on  documents to be presented to the General Meeting, on drafts of resolutions regarding the issues on the agenda or on issues to be put on the agenda on the day of the Meeting as well as any other information specified in Article 402 of the Code of Trade Companies.
   
  § 6
1. Only those persons, who have been the Company shareholders sixteen days before the General Meeting date have the right to participate in it. On the request of the authorised person from the liquidated holder shares, submitted not earlier than the General Meeting has been announced and not later than the first working day after the General Meeting participation registration, the  entity keeping the securities with the Company shares issues the personal certificate of the right  to participate in the General Meeting . Based on these certificates a register of persons authorised to participate in the General Meeting is made.
2. The shareholders may transfer the shares in the period between the participation registration date and the completion of the General Meeting.
   
  § 7
1. The list of shareholders  entitled to take part in the General Meeting, signed by the Board, containing the names and addresses of the shareholders, number and types of shares, number of votes, should be displayed in the Board’s premises during three working days before the Meeting date. The shareholder may browse the list at the Company premises and request for its copy. The shareholder has the right to request the shareholders list to be sent by e-mail.
2. The shareholder has the right to request copies of the motions regarding the issues put on the agenda within a week before the General Meetying date.
3. The shareholder has the right to request copies of : the report of the Board on the Company activities, the financial report, the Supervisory Board report and the auditor’s opinion within two weeks before the General Meeting date.
   
  Chapter III
  THE COURSE OF GENERAL MEETING
   
  § 8
1. The General Meeting is opened by the Chairman of the Supervisory Board or his deputy, in case one of these persons is absent, the Meeting is opened by the President of the Board or a person appointed by the Board. The person opening the General Meeting should cause the General Meeting Chairman election as soon as possible.
2. The Chairman of the General Meeting is elected from among the  persons entitled to participate in the Meeting.
3. The Chairman of the General Meeting is not authorised to arbitrarily remove issues from the agenda .
4. The General Meeting Chairman ensures the effective course of the Meeting as well as the observance of rights and interests of all shareholders. He should counteract the misuse  of powers by the participants and ensure respecting the minority shareholders rights. Without important reasons he should not tender his resignation, he cannot postpone signing the General Meeting protocol without an important reason.
   
  § 9
  The attendance record containing the list of participants with appropriate number of shares and votes, signed by the Chairman, should be made immediately after electing the Chairman and displayed during the Meeting.
   
  § 10
1. The shareholders may participate in the General Meeting and vote either personally or by a proxy.
2. The Members of the Board and Company employees can be appointed proxies. If the proxy is the member of the Board, the Supervisory Board, liquidator, the Company employee, meber of the organ, the power of attorney can entitl to participate in only one General Meeting. The proxy is obliged to reveal the circumstances indicating the conflict of interests, he must vote according to the shareholder instructions
3. The power of attorney should be given in writing or by e-mail. The shareholder is obliged to inform the Company of giving the power of attorney via e-mail to the address: sekretariat@enap.com.pl, and the Company will ask ( via e-mail) both the principal and the proxy to confirm the giving and receiving power of attorney. The power of attorney will become valid only after receipt of the confirmations. Such requirements are used also at cancellation of the power of attorney.
4. The shareholders cannot vote on resolutions regarding their responsibility to the Company of any kind , including the exoneration , release from an obligation to the Company, granting them remuneration and contracts or dispute between him and the Company neither personally nor by proxy.
  The shareholder may vote as proxy on resolutions regarding himself, mentioned in section 4 above. In such case the provisions of section 2 are applied appropriately.
   
  Chapter IV
  TAKING RESOLUTIONS
   
  § 11
1. Resolutions on issues not conditioned by another provision are taken by the absolute majority of votes.
2. The issues not included in the agenda cannot be resolved, unless the whole initial capital is present at the Meeting and no participants objected taking a resolution.
3. The resolutions regarding the emission of bonds, change of the Company statute, sale of the enterprise, fusion of companies and the Company dissolution are taken by ¾ of votes.
4. The relevant change of the Company activity may take place without the obligatory shares repurchase and the respective resolution must be taken by the majority of 2/3 of votes in the presence of persons representing at least half of the initial capital.
5. In case of situation described in  § 3 section 6 of this statute the resolution regarding the Company dissolution must be taken by the absolute majority of votes.
6. The resolutions regarding the change of the Company Statute referring to the shareholders benefits increase or diminishing the powers granted personally to individual shareholders require the acceptance of all shareholders of interest.
7. To benefit the Company the General Meeting may deprive the shareholders of the right to the shares collection partly or completely. The respective resolution should be taken by at least 4/5 of votes and should be well justified. The deprivation of the previous shareholders of the right to collect new shares may occur only in case this has been anounced at the beginning of the General Meeting.
8. In case the Company will be dissolved after liquidation – till the time the liquidation is carried out the dissolution may be prevented by the General Meeting resolution taken by the same majority of votes as in the case of the Company Statute change, in any case by the majority of ¾ of votes in the presence of persons representing at least half of the initial capital.
9. The resolution of the Company transformation must be taken by by the majority of ¾ of votes in the presence of persons representing at least half of the initial capital.
   
  § 12
1. Taking the resolutions at the General Meeting must be preceded by voting.
2. The voting is open. Secret voting is ordered at elections and at motions for recalling the organs Members or Company liquidators, or for calling them to account as well as in personal issues. Moreover, secret voting is ordered at the motion of at least one shareholder present or represented at the General Meeting.
3. The resolutions regarding the change of the Company Statute  are always taken by open personal voting.
4. The voting  on the order issues may regard the Meeting agenda only. The resolutions which may affect the shareholders rights cannot be voted in this mode.
5. The shareholders objecting the resolution have the right to justify the objection.
6. On the General Meeting participant request his statement on writing is included in the protocol.
7. The resolution on desisting from discussing an issue on the agenda can be taken only when important reasons for it occur. This requires a resolution of the General Meeting, preceded by the approval of all shareholders present who applied for the desisting, supported by 75% of the General Meeting votes.
   
  § 13
  The General Meeting resolutions should be minuted by a notary under the clause of their nullity.
   
  § 14
1. The General Meeting resolution contrary to the Company Statute or indecorous or threatening the Company or shareholders interests can be appealed against the Company to abrogate it.
2. The right to appeal for abrogation of the General Meeting resolution can be exercised by:
a. The Company Board, The Supervisory Board and the individual memebers of these organs,
b. the shareholders who voted against the resolution, and after taking it, requested recording their objection,
c. the shareholders who have been admitted to the General Meeting on no evidence,
d. the shareholders who have not been present at the General Meeting  only in the case of a faulty Meeting call or taking a resolution on an issue not included in the agenda.
3. The appeal for abrogation of the General Meeting resolution should be submitted within a month from receiving the information on the resolution, however, not later than three months from the resolution date.
4. The persons or organs mentioned in section 2 above have the right to bring a complaint against the Company to state the  invalidity of the  General Meeting resolution contrary to the act of law. The appeal for stating the General Meeting resolution invalidity should be submitted within thirty days from the date of its announcement, however, not later than two years from the resolution date.
   
  Chapter V
  FINAL PROVISIONS
   
  § 15
  This statute becomes effective on the date of its approval by the General Meeting.