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Shareholders Meeting Regulations

"THE REGULATIONS OF THE GENERAL SHAREHOLDERS MEETINGS OF APATOR SA"

                                                                                 

                                                                 § 1


1. The General Shareholders Meetings are held in accordance with the Regulations of Polish Commercial Companies Code, the Statutes of the Company and hereby regulations.
2. The amendments introduced to the regulations are biding from the following General Shareholders Meeting.  

                                                               

                                                                § 2

1. The General Shareholders Meetings are held at Toruń or Ostaszewo in Łysomice municipality in Kuyavia-Pomeranian voivodeship on the date indicated in the announcement regarding the convention of the General Shareholders Meeting enabling the biggest number of shareholders to attend the General Shareholders Meeting.
2. Cancellation or the change of the date of convention of the General Shareholders Meeting is not allowed to prevent or limit the shareholders from to exercise the right to attend the General Shareholders Meeting Meeting.

                                                                § 3


1. In the General Shareholders Meeting are allowed to attend the persons being the shareholders of the Company for 16 (sixteen) dates prior the date of General Shareholders Meeting to be held (day of registration of attending the General Shareholders Meeting):
2. The shareholders with registered shares and interim certificates, pledges and usufructuaries of shares who have the right to vote and attend General Shareholders Meeting provided they were registered to the share register on the day of registration of the attendance the General Shareholders Meeting.
3. The list of entitled shareholders for the bear shares to attend the General Shareholders Meeting is established by the Company based on the list made by Krajowy Depozyt Papierów Wartościowych SA on principles specified by the Polish Commercial Companies Code.


                                                               § 4

1. Shareholder is allowed to attend the General Shareholders Meeting and to exercise the right to voting personally or by plenipotentiary.
2. Power of attorney to attend the General Shareholders Meeting and exercise right to voting by plenipotentiary is required to be in writing or in electronic form.
3. Power of attorney granted by the shareholder in electronic form does not require to be completed with safe electronic signature verified by valid qualified certificate.
4. Detail information on the method of granting and recalling of power of attorney granted in electronic form and the forms allowing exercising the right to voting by plenipotentiary are available to shareholders on the website of the Company since the date of announcement of convention of the General Shareholders Meeting.
5. The shareholder is allowed to establish the plenipotentiary at General Shareholders Meeting
6. The plenipotentiary performances all the powers of the shareholder at General Shareholders Meeting unless it is not in the power of attorney.
7. The plenipotentiary is allowed to grant further power of attorney if it is included in the power of attorney
8. The plenipotentiary is allowed to represent more than one shareholder and vote different from the shares of each shareholder.
9. The shareholder holding the shares registered in more than one account of securities is allowed to establish separate plenipotentiaries to exercise the rights from shares specified on each account.
10. The member of the Management Board and the employee of the Company are allowed to be plenipotentiary at the General Shareholders Meeting. If the plenipotentiary at General Shareholders Meeting is the member of Supervisory Board, employee of the Company or the member of the bodies, employee of subsidiary than the power of attorney can entitle to represent only at one General Shareholders Meeting. The plenipotentiary is obliged to disclose the shareholder the circumstances showing the occurrence or the possibility of the conflict of interests. The granting of the further power of attorney is excluded.
11. The plenipotentiary mentioned in para 10 votes pursuant to the instructions given by the shareholder.
12. The shareholder can vote as plenipotentiary when the resolutions adopted regards its responsibility for the Company due to any reasons with voting of approval included, exemption from responsibility for the Company and the dispute between it and the Company. The provisions of para 10 and 11 are applicable appropriately.


                                                                  § 5


The decision of the Chairman of Shareholders Meeting on not allowing the attending the General Shareholders Meeting has the right to be appealed to the General Shareholders Meeting.

                                                                   § 6


1. The members of the Supervisory Board and the Management Board are obliged to attend the General Shareholders Meeting in order to enable to give material answer the questions being asked by participants during the General Shareholders Meeting
2. The members of the Supervisory Board and the Management Board of the Company should provide the shareholders with information and explanations according to their competence and the scope necessary to solve the problems being discussed during the General Shareholders Meeting.
3. Answering the questions asked by the participants of the General Shareholders Meeting should be given by the Management Board taking into account the fact that obligations regarding information function of the public company is obliged to perform in accordance with regulations resulting of the Polish Commercial Companies Code and the announcing is not allowed to be made in different manner than it is stipulated in the regulations.

                                                                   § 7


The General Shareholders Meeting is valid regardless to the number of shareholders attending the meeting and shares represented by them unless the regulations of Polish Commercial Companies Code or the Statutes of the Company provide otherwise.


                                                                  § 8

1. The General Shareholders Meeting is being opened by the Chairman of the General Shareholders Meeting or in case of its absence the Deputy Chairman of the General Shareholders Meeting or other member of the Supervisory Board.
2. First, the person opening the General Shareholders Meeting should ask if anyone from the participants of the General Shareholders Meeting has the objection to record, register or make public its image during the debates of General Shareholders meeting. In case of such objection raised the persons responsible for recording, registration and making public the debates of General Shareholders meeting are obliged not to record, register and making public the image of persons that raised the objection.
3. The person opening the General Shareholders Meeting should procure the immediate election of the Chairman of the General Shareholders Meeting.
4. The person opening the General Shareholders Meeting collects the proposals of candidates for the Chairman of General Shareholders Meeting from the persons entitled to attend the General Shareholders Meeting. The candidates for the Chairman of General Shareholders Meeting should consent to be the candidate.
5. The voting for particular candidates is carried out by balloting in alphabetical order.
6. The Chairman of Shareholders Meeting becomes the person who received the largest number of votes in the balloting.
7. The Chairman of the General of Shareholders Meeting immediate after its election signs the attendance list and confirms whether the General Shareholders Meeting is convened correctly and if it is able to adopt the resolutions.
8. The attendance list signed by the Chairman of the General Shareholders Meeting is laid out during the debates of the General Shareholders Meeting.

                                                                  § 9


1. The Chairman of the General Shareholders Meeting conducts the meeting according to adopted agenda, gives the floor and takes the floor, presents the drafts of resolutions, carries out the voting and makes decision on resolution if it has been adopted.
2. The Chairman of the General Shareholders Meeting is allowed to take floor the person taking part in discussion if the person in spite of prior rebuke of the Chairman continues its speech that does not regard the subject of the discussion or its speech is aimed only to disturb the course of the General Shareholders Meeting.


                                                                § 10


1. The Chairman of the General Shareholders Meeting ensures efficient course of the meeting and observance of the law and interest of all the shareholders.
2. The Chairman should counteract particularly of the abuse of entitlements by the participants of the General Shareholders Meeting and to ensure the observance of the rights of the shareholders of minority.
3. The Chairman should not resign from its function without any serious reasons.


                                                                 § 11


1. The General Shareholders Meeting is allowed to adopt only the resolutions that are on the agenda of the meeting, except order matters that may regard only the issues relating to the conduct of the meeting. Particularly they regard:
- change in order of the matters in the agenda,
- adjoumments or closing the discussion,
- announcement of break in the course of the General Shareholders Meeting,
- limitation of time of speeches,
- voting without discussion

2. The resolution of not considering the matter on the agenda is allowed to be adopted if it is supported by material and significant reasons. The motion regarding the resolution should be very much motivated.
3. The Management Board, the Chairman of General Shareholders Meeting or shareholders should formulate the drafts of resolutions in the manner that every entitled who is against it be able to claim them.
4. The Chairman takes a vote in the first place on the draft of the resolutions of the Management Board then further drafts of the resolutions on motion of shareholders in order they were raised.
5. Upon the adoption of the resolution by the General Shareholders Meeting other following drafts of the resolutions regarding the same matter are not subject to voting.
6. The Chairman of the General Shareholders Meeting is allowed to announce a short break in the course of the General Shareholders Meeting not longer than 30 minutes. The break should concern procedural or technical issues related to the course of the General Shareholders Meeting that it could be the necessity to formulate the motion, to change the content of the motion, to formulate the adjustment to the resolution, to make use of legal assistance of the Company or to make able to consult the plenipotentiaries with principals for issues resulted during the course of the General Shareholders Meeting.
7. Short breaks in the course are not allowed to lead to make difficult for the shareholders to perform their rights.
8. The Chairman of the General Shareholders Meeting has the right to refuse to announce short break in the course of General Shareholders Meeting in case when the motion is aimed to make difficult to conduct the debates of the General Shareholders Meeting.
9. In case of the break announced in the course of the General Shareholders Meeting other than the short one indicated in para 6-8 above, the motion of announcement of the break is being subject to voting of the General Shareholders Meeting. The announcement of the break in the course of the General Shareholders meeting may take place only in particular situations, each time indicated in justification of the resolution concerning the announcement of the break, prepared based on reasons indicated by the requesting entity for the break.
10. The resolution of management of breaks indicates clearly the date of commencement again the debates however the date should not be the obstacle to participate by majority of shareholders and minority shareholders included in the General Shareholders Meeting.

                                                                 § 12


1. The Chairman of the General Shareholders Meeting should refrain from making decisions that should be the subject of judicial judgement.
2. The Chairman of the General Shareholders Meeting is obliged to secure the possibility to the person raising the objection to present brief justification of it.

                                                                § 13


1. The shareholder is allowed to vote differently to each of share being in its possession.
2. Every registered share of A series is preferred in terms of voting rights and it has equal four votes but every bearer share has equal one vote unless the regulations of Polish Commercial Companies Code provide otherwise.
3. The resolutions are adopted based on absolute majority of votes.
4. The voting is open. The balloting is carried out during election and voting on motions concerning the dismissal of the members of the bodies in the Company, motions concerning their responsibility and also personal matters and at the request even one shareholder or plenipotentiary attending the General Shareholders Meeting
5. Open voting and balloting are carried out by use of electronic system.
6. Prior the commencement of the first voting the person opening the General Shareholders Meeting, the Chairman of the General Shareholders Meeting or the person indicated by it advises the participants of the General Shareholders Meeting about the voting by electronic system.
7. Protocols with voting results signed by the Chairman of the General Shareholders Meeting are the enclosures to the protocol of the General Shareholders Meeting.

                                                                § 14

1. The General Shareholders Meeting elects from (5) five to (7) seven members of the Supervisory Board for five year common tenure of the office and sets their remuneration in secret balloting.
2. First, the General Shareholders Meeting should adopt the resolution on number of the members of the Supervisory Board to be elected.
3. It is allowed the candidate or candidates for the member of the Supervisory Board to be proposed directly by any shareholder or plenipotentiary of the shareholder at the General Shareholders Meeting .
4. The person who presents the candidate should show the profile of the candidate for the member of Supervisory Board completed with information whether it is independent one and if the person does not attend the General Shareholders Meeting, it should submit its consent to be the candidate for the member of the Supervisory Board with declaration in writing concerning the meeting by it all legal requirements of the member of the Supervisory Board.
5. The candidate attending the General Shareholders Meeting should personally express its consent to be the candidate for the Supervisory Board and declare if it meets the legal requirements for the member of the Supervisory Board.
6. Number of the candidates proposed for the members of the Supervisory Board has to be equal or higher than the number of the members to be elected to the Supervisory Board.
7. The voting over particular candidates is carried out in alphabetical order. In case of proposal at least of (2) two independent candidates, voting is carried out apart to voting on other candidates
8. The candidates who received in ballot the consecutive highest numbers of votes are the members of the Supervisory Board.
9. During the establishment of the remuneration for the members of the Supervisory Board, the General Shareholders Meeting should take into consideration the financial condition of the Company and also to avoid the remuneration to be significant cost item of the Company and should retain in proper proportion to the remuneration of the members of the Management Board.

                                                                § 15

1. If the election of the members of the Supervisory Board by voting of separate groups is predicted on the agenda of the General Shareholders Meeting then the group or groups are established of shareholders for the election of the members of the Supervisory Board.
2. Minimum number of shares necessary to establish separate group is defined by dividing number of shares represented at the General Shareholders Meeting by the number of posts in the Supervisory Board.
3. Each share is entitled to one vote.
4. The shareholder is allowed to belong only to one election group.
5. The election groups are allowed to join in one in order to elect together the members of the Supervisory Board.
6. Separate list of attendance is being prepared for each election group. The chairman of the group who carries out the election of the member of the Supervisory Board of each election group is being elected from members of the group.
7. On demand of the chairman of the meeting of particular group, the Management Board whenever possible is obliged to provide the election group with separate room in order to enable the members of the group to have the discussion on election of the candidates for the Supervisory Board.
8. First, the election of the members of the Supervisory Board is carried out by the members of election group or groups.
9. After completion of voting, the members of particular election group give back their appliance for the voting used in voting in order to prevent the possibility of voting again on the members of the Supervisory Board.
10. The resolution on election of the member or members of the Supervisory Board adopted by particular group should be recorded by the notary.
11. The shareholders who are not the members of any election group vote the last and elect the outstanding members of the Supervisory Board.
12. The return of appliance for voting used in voting is performed after the announcement by the Chairman of the General Shareholders Meeting about the completion of election of the members of the Supervisory Board.

                                                                § 16

1. All the resolutions of the General Shareholders Meeting are recorded by the notary.
2. In the protocol it is stated that the convention of the General Shareholders Meeting is valid and its ability to adopt the resolution is proper and there are resolutions adopted included and each resolution is completed with number of shares, number of valid votes, percentage share of shares in share capital, total number of valid votes, number of votes for and against and number of votes abstained from voting and objections raised. The attendance list with signatures of the attenders of the General Shareholders Meeting is enclosed to the protocol. Proving documents the convention of the General Shareholders Meeting, are enclosed to the Book of protocols.
3. On the demand of the participant of the General Shareholders Meeting its statement in writing is included into the protocol of the General Shareholders Meeting.
4. The Chairman of the General Shareholders Meeting is obliged to sign the protocol of the General Shareholders meeting immediately after it is made by the notary.

                                                                 § 17

1. The representatives of mass media who were given the accreditation are permitted to attend the General Shareholders Meeting.
2. Accreditation is given to the representatives of mass media who advised the Management Board about their intention to attend the General Shareholders Meeting at least one business day in advance prior the date of the General Shareholders Meeting to be held.
3. It is permissible to broadcast the debates of the General Shareholders Meeting with the use of internet, recording the course of the debates and making public except the image of persons who raised objection to be recorded, register and making public during the course of the General Shareholders Meeting
4. The Company does not provide the shareholders with bi-directional communication by use of electronic communication appliances where they could have possibility to communicate by use of them during the General Shareholders Meeting being in other place than the place of the General Shareholders Meeting is held and also to exercise the right of voting by use of electronic communication appliances.

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