the STATUTE OF THE SUPERVISORY BOARD - Energoaparatura SA

	The Statute of the Supervisory Board

	§ 1
1.	The Supervisory Board constantly control the Company activities.
2.	The Supervisory Board operate on the basis of the Code of Trade Companies, the Company Statute and this statute, which determine the Board’s scope of activities in detail.
3.	To perform their duties, the Supervisory Board may investigate all Company documents, demand any necessary explanations from the Company Board and its employees and revise the Company financial position.
4.	The Supervisory Board execute their duties jointly, however they may delegate their members to execute some supervisory actions individually.
5.	The members of the Supervisory Board perform their rights and duties in person.

	§ 2
1.	The duties and powers of the Supervisory Board include:
a.	appraisal of the Board’s reports from the Company activities as well as the financial report for the previous turnover year in the range of their completeness, conformity with the books and documents and the actual status and legal regulations,
b.	appraisal of the Board’s proposals regarding the profit distribution or the loss defrayal,
c.	submit the annual written report on the execution of activities as per items a) and b) above to the General Meeting,
d.	call and recall the President and the Members of the Board,
e.	suspend the President and the Members of the Board
f.	delegation of a Member or Members of the Board to temporarily perform the duties of the President or Members of the Board in case of either their suspension or their inability to perform their duties from other reasons,
g.	approval of the Company Board statute ,
h.	approval of the annual budget and strategic tasks of the Company ,
i.	repesentation of the Company in the contracts concluded between the Company and the President and Members of the Board as well as in any disputes between them,
j.	acceptance of the purchase , take up or sale of shares in companies and acceptance of establishing other companies,
k.	acceptance of joining other legal entities and the sale of Company assets of the value exceeding 10 %, excluding those, making up the transferable stock,
l.	acceptance of concluding contracts between the President of the Board and the relatives of the President or Members of the Board or other persons any way related to them in any case, and with the Company employers directly subordinated to the President or Members of the Board in the case of a single contract or several associated contracts of the value exceeding 15.000 ( fifteen thousand) USD .
m.	acceptance of employing the advisors and other persons from outside the Company, especially those employed as consultants, lawyers and agents, if the total annual costs of employing such persons would exceed 150.000 ( one hundred fifty thousand) USD,
n.	acceptance to pay the dividend in advance,
o.	acceptance of purchase and sale of the properties, the perpetual usufruct or the share in the properties or perpetual usufruct,
p.	selection of the auditor to check the financial report,
q.	transformation of the personal shares into the holder shares,
r.	to give the opinion on the affairs mentioned in the Company Statute,
s.	to establish the salaries of the President and Members of the Board ,
2.	Beside the competence defined in section1 above the Supervisory Board have the following rights and duties:
a.	Setting the dates of preparing and presenting the annual Company budgets for approval.
b.	Determining the requirements to be fulfilled by the budgets and strategic plans presented by the Company Board
c.	Demanding the call of the Extraordinary General Meeting, if the Company Board fails to call it according to the Company Statute principles
d.	Calling the Extraordinary General Meeting, if the Company Board fails to call it according to the Company Statute principles
e.	Demanding including certain matters in the agenda of the coming General Meeting
f.	Approving the plenipotentiaries record template, elaborated by the Company Board
g.	Transforming the personal shares into the holder shares, on the shareholder’s motion
h.	Resolving the manager option regulations
i.	Approving the initial capital increase
j.	Approving the share purchase right in relation to the nitial capital increase
k.	Applying to the Company Board for appointing experts, translators or other persons of specific qualifications.
3.	The rights mentioned in section 2 tiret c) and d) may be executed individually by the Chairman or at least one third the Board Members.

	§ 3
1.	The Supervisory Board consist of 5 (five) to 8 (eight) persons, including the Chairman and his deputies. The number of the Board members for the given term is determined by the General Meeting.
2.	The Supervisory Board term is three years. The Board members mandates expire on the day of the Ordinary Shareholders General Meeting, at which the Board’s financial report for the previous year has been approved.
3.	The Supervisory Board members are appointed for a joint term. The mandate of the member appointed before the term end expires on the expiry date of the remaining mandates.
4.	The Members of the Supervisory Board are called and recalled by the General Meeting
5.	The Supervisory Board members may reapply for the mandates for next terms.

	§ 4
1.	The members elect the Chairman and the Vice-Chairman at the first meeting in the new term.
2.	The duties and powers of the Chairman include:
a.	Calling and presiding at the Supervisory Board meetings
b.	Managing the Board works
c.	Setting the dates of the Board meetings
d.	Fixing the agenda of the Board meeting
e.	Presiding at the Board meetings
f.	Maintaining a constant contact with the President of the Board
g.	Demanding to call the Extraordinary General Meeting
h.	Opening the General Meeting
3.	The duties and powers of the Vice-Chairman include the temporary execution of duties defined in section 2 above, in case of the Chairman absence.
4.	The Chairman may pass his function to his deputy for a period not longer than six months.

	§ 5
1.	The meetings of the Board must be called at least once per a quarter of the year.
2.	The Supervisory Board meeting is called by the Chairman either on his own initiative, or on the Members written motion or on the Board’s motion. The convocation should take place within 14 (fourteen) days from the motion date. If the Chairman does not call the meeting during this period, the mover may call it individually, indicating the date, venue and agenda of the meeting.
3.	The Supervisory Board meeting is called with a 7 (seven) days notice by registered letter.
4.	The Supervisory Board meeting may take place without the formal calling if all members accept it on the day of the meeting at the latest and confirm by signing the attendance record.
5.	With the reservation of the previous section, the invitation to the meeting must contain, under pain of invalidity of the resolutions, the agenda of the meeting.

	§ 6
1.	The Supervisory Board undertake resolutions, if at least half of its members are present at the meeting.
2.	The members of the Supervisory Board may praticipate in undertaking the resolutions by voting in writing by hand of another Member with the exception of electing the Chairman and his Deputy, appointing the President and Member of the Board as well as recalling and suspending them .
3.	The resolution on an affair not included in the agenda cannot be taken , unless all the members of the Supervisory Board are present at the meeting and have no objections in this matter.
4.	The resolutions can be taken by the Supervisory Board in writing or by using the communication media, especially by means of telephone or Internet , if all members have been acquainted with the resolution draft. Resolutions taken in such a way will be valid on the condition the protocol is signed by each member of the Supervisory Board present at the meeting. In this case it is assumed that the venue of the meeting and the protocol elaboration is the domicile of the Chairman or his deputy, if the meeting has taken place under his chairmanship. The date of signing the protocol is the date of resolution.
5.	The resolutions are decided by the absolute majority of votes. In case the votes are equal the Chairman’s vote is deciding. For affairs described in § 6 sections 2 to 6 and in § 31 section 2 of the statute the unanimous resolution taken by all members at the Supervisory Board meeting is required.
6.	The absolute majority of votes means the number of votes consisting of more than half of all Members present at the meeting.
7.	Each member of the Supervisory Board has one vote. In case the votes are equal the Chairman’s vote, and in case of his absence his deputy’s, is deciding.
8.	The voting is open. Secret voting is ordered at elections and at other personal matters or at any other matter on at least one member motion.

	§ 7
1.	The President of the Board participates in the Supervisory Board meetings. Members of the Board, employees, Partners or other persons may participate in the meetings on the President’s or Chairman’s invitation.
2.	In a secret voting the Supervisory Board may decide on excluding the President from the meeting participation.
3.	On the absence of persons invited to the meeting as per section 1 above their motions may be considered by the Supervisory Board.

	§ 8
1.	The Supervisory Board meetings are held at the Company seat or at other venue, agreed by the Chairman with the Members.
2.	The Supervisory Board may hold the outgoing meetings, especially when connected with the projects inspection or the Company departments.

	§ 9
1.	The Supervisory Board meetings should be minuted by the appointed Company Board employee.
2.	The minutes of the meeting should contain the meeting correctness, the Board’s ability to take resolutions, as well as the resolutions taken , with the number of votes submitted .
3.	The attendance record signed by the participants, should be attached to the minutes of meeting.
4.	The minutes of meeting are signed by the Chairman or his deputy. The resolutions are signed by all Members, who took part in the voting.
5.	The copies of the minutes of meeting as well as of the resolutions are given to the members on their demand.

	§ 10
1.	The administrative and technical service of the Supervisory Board meetings is done by the Company Board.
2.	The President of the Board may appoint additional persons from the Company staff to prepare the materials necessary for the meeting.
3.	The persons mentioned in previous sections above should cooperate with the Supervisory Board Chairman.

	§ 11
	The Member of the Board who is unable to particpate in the meeting must justify his absence to the Chairman or his deputy .

	§ 12
1.	The Members of the Supervisory Board are entitled to remuneration for performing their duties as well as cost reimbursement connected with their partcipation in the Board’s works .
2.	The Chairman may decide to deprive or reduce the remuneration of the Member, who did not partipate in the meeting without justification .
3.	The Company covers all justified costs connected with the Supervisory Board activities, including the Members remuneration, cost reimbursement , costs of the administrative service of the meetings and current Board’s activities as well as the costs of possible field trips to inspect the projects.

Pomiń nawigacje