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Supervisory Board Regulations

THE REGULATIONS OF THE SUPERVISORY BOARD OF APATOR SA

                                                                            § 1
Legal basis
1. The Supervisory Board of APATOR SA is the statutory body of APATOR SA and it acts based on the Polish Commercial Companies Code, the Statutes of APATOR SA and hereby Regulations.
2. For the matters not regulated by hereby Regulations, the provisions of the Statutes of the Company, provisions of the Polish Commercial Companies Code are applied.
                                                                           § 2
The makeup of the Supervisory Board
1. The Supervisory Board consists of 5 (five) to 7 (seven) members being nominated by the General Shareholders Meeting

2. The members of the Supervisory Board can be:

  • member of the Management Board
  • proxy
  • chief accountant employed in the Company
  • legal adviser or attorney employed in the Company
  • persons who are subject directly to the Management Board,
  • members of the Management Board of the subsidiary


3. The Supervisory Board is appointed for five year common tenure
4. The reduction of the number of members of the Supervisory Board during the tenure to less than 5 (five) members does not cause the necessity to complete the makeup of the Supervisory Board.
5. The outgoing members of the Supervisory Board are allowed to be nominated to the members of the Supervisory Board for the new tenure.
6. The members of the Supervisory Board should have appropriate knowledge and experience and be able to spend necessary time to fulfil its duties.
                                                                         § 3
Entitles of the Supervisory Board
1. The Supervisory Board has the right to inspect the activity of the Company and Apator Group by:

  • the demand from the Management Board to provide regular and comprehensive reports and explanations for all significant matters regarding the activity and related risks of the Company and Apator Group,
  • inspection of records and documents of the Company,
  • financial inspection and review of property of the Company.


2. The Supervisory Board is permanent supervisory and control body of the Company
3. Audit Committee operates within the Supervisory Board. The Supervisory Board is allowed to nominate other committees and establish the regulations for them.
4. The Supervisory Board deals with matters that pursuant to the law and particularly to the Polish Commercial Companies Code and the Statutes of the Company are not restricted to the sole competence of the General Shareholders Meeting and the Management Board
5. The members of the Supervisory Board have the right to participate in the seats of the Management Board with an advisory capacity
6. The Supervisory Board is not allowed to give binding orders the Management Board concerning the matters related to the activity of the Company.
7. Pursuant to § 15 para 11 of the Statutes of Apator SA its competence covers:

  • assessment of the Management Board’s report on activity of the Company and Management Board’s report on activity of Apator Group in the last financial year and submission the report on the assessment to the General Shareholders Meeting
  • assessment of separate financial statement and consolidated financial statement for the last financial year in respect of their conformity with books, documentation and facts and submission of the report on that assessment to the General Shareholders Meeting
  • preparation and presentation to the General Shareholders Meeting the report on activity of the Supervisory Board covering the concise assessment of the situation of the Company taking into account the assessment of internal control systems, risk management, compliance and the function of internal audit,
  • assessment of the conclusions of the Management Board concerning profit distribution and covering the loss,
  • consideration and giving the opinions of any other matters to be the subject of the resolution of the General Shareholders Meeting,
  • making appointment of the statutory auditor to audit financial statement,
  • approval of long-term strategy of the Company and Apator Group and the amendments,
  • approval of annual and long term financial plans of the Company and Apator Group and changes in them,
  • adoption of resolutions of purchase and disposal of shares in other entities,
  • adoption of resolutions of establishment and liquidation of entities with full or partial shares of the capital of the Company,
  • adoption of the resolutions of purchase or disposal of real estate, perpetual usufruct or the share in real estate,
  • consent to dispose of the right or to contract the liabilities by the Company except the matters restricted to the competence of the General Shareholders Meeting for the value exceeding PLN 30 m,
  • adoption of the resolution of establishment of the number of members of the Management Board,
  • nomination of the President of the Management Board and next based on its recommendation other members of the Management Board, recalling of the members of the Management Board, suspension in duties due to serious reasons all or particular members of the Management Board and also delegation of the members of the Supervisory Board for temporary performance of the duties of the members of the Management Board and establishment for the Management Board the remuneration taking into account its motivating aspect,
  • representing the Company in the contract between the Company and Member of the Management Board and also in conflict between the Company and member of Management Board,
  • settlement of the conflicts of interests of the members of the Management Board,
  • establishment of the Regulations of the Management Board,
  • establishment of Regulations of the Audit Committee.


8. The Supervisory Board is allowed to convene the General Shareholders Meeting in cases specified in the Polish Commercial Companies Code.
                                                                         § 4
The obligations of the Supervisory Board
1. The members of the Supervisory Board should fulfil their duties personally.
2. The members of the Supervisory Board should not resign from their functions for the duration of the tenure if it could make unable the operation of the Supervisory Board and particularly it could cause the reduction of the number of members of the Supervisory Board below 5 (five) persons or to make unable to adopt significant resolution in time by the Supervisory Board
3. The members of the Supervisory Board are obliged to:

  • report the Company about their disposal or purchase of shares by or close related entities based on principles predicted by law concerning public companies.
  • attend the General Shareholders Meeting in the makeup to be able to give essential answers for the questions being asked during the General Shareholders Meeting.
  • observe the rules of „Best Practices” of Companies Listed on Warsaw Stock Exchange” in the scope the Company undertook to apply them.


4. The members of the Supervisory Board should take appropriate measures in order the Supervisory Board will obtain the information on the Company.
5. The members of Supervisory Board are obliged not to compete however the prohibition does not concern the entities of Apator Group. The member of Supervisory Board is not allowed to deal with the interests of competitive party and to participate as the member in competitive entity as partner in civil law partnership, partnership or the member in other competitive capital entity or participate in other competitive legal entity as the member of the body. The prohibition includes also competitive capital entity in case of possession at least 10% shares in it or the right to appoint at least one member of Management Board.
6. The member of the Supervisory Board is obliged to avoid taking professional activity or not professional activity that could lead to provoke a conflict of interests or give negative impact on its reputation as the member of the Supervisory Board of the Company. In case of the conflict of interests or possibility of its occurrence, the member of the Supervisory Board is obliged to advise immediately about that fact the other members of the Supervisory Board. Moreover, the member of the Supervisory Board is obliged to retain to make the decision or to have other share in the matter until further actions are established by the Supervisory Board.
7. In case of conflict of interests towards the member of the Supervisory Board of the Company decision regarding the settlement is made by resolution of the Supervisory Board. The resolution includes measures that should be taken due to the conflict of interest or in order to avoid its occurrence taking into consideration all the circumstances regarding the matter.
8. Every member of the Supervisory Board should be guided in its attitude both by the interest of the Company and Apator Group and the independence of the opinions and judgements and particularly:

  • do not take any benefits that could have the impact on impartiality and objectivity at making such decisions or have negative impact on the assessment of independence of its opinions and judgements,
  • clearly raise its objection and dissenting opinion in case when the decision of the Supervisory Board is considered to be in contrary with the interest of the Company or Apator Group.

                                                                           § 5
The arrangement of operation of the Supervisory Board
1. On the first meeting the Supervisory Board nominates its Chairman of the Supervisory Board and Deputy Chairman of the Supervisory Board
2. The Chairman of the Supervisory Board manages the operation of the Supervisory Board and in case of its absence the Deputy Chairman of the Supervisory Board
3. The Supervisory Board performs its duties collectively at the Supervisory Board meetings.
4. The Supervisory Board on the motion of

  • Chairman of the Supervisory Board or at least three members of the Supervisory Board
  • Management Board
  • General Shareholders Meeting


is allowed to delegate its members to independent performance of some advisory and control actions,
5. The principles to perform such duties with the appointment of the Chairman of Control Team included, decides the Supervisory Board based on resolution adopted.
6. The Chairman of Control Team advises the Management Board about the range and date of the control prior the control about the range and date of the control. Control actions are not allowed to disturb the proper operation of the Company.
7. The Chairman of Control Team makes the report after control actions performed that is submitted to the Supervisory Board.
8. Apart to other actions resulting out of the law, once per year the Supervisory Board makes and submits the report on activity of the Supervisory Board to the General Shareholders Meeting that includes at least the information on:

  • makeup of the Supervisory Board and its committees,
  • compliance with independence by the members of the Supervisory Board
  • number of seats of the Supervisory Board and its committees in the reported period,
  • self-assessment made by the Supervisory Board
  • assessment of the situation of the company taking into consideration the assessment of internal control systems, risk management, compliance and assessment of the function of internal audit,
  • assessment of the method of the performance of information duties by the Company concerning the appliance of corporate governance principles specified in the Regulations of Warsaw Stock Exchange and regulations regarding current and regular information being transmitted by the issuers of securities,
  • assessment of rationality of sponsoring policy, charity or other with similar character carried out by the Company or information on lack of such policy.


                                                                         § 6
The seats of the Supervisory Board
1. The Chairman of Supervisory Board convenes the seats of the Supervisory Board and makes the agenda for it and in case of its absence the Deputy Chairman of the Supervisory Board:

  • base on its own initiative,
  • base on the motion in writing of the member of the Supervisory Board within 2 weeks of the submission of the motion,
  • base on the motion in writing of the Management Board within 2 weeks of the submission of the motion


2. The agenda of the Supervisory Board Meeting is not allowed to be amended or completed during the seat, unless:

  • no one of the members of the Supervisory Board attending the meeting will not raise the objection against the amendment or completion of the agenda, or
  • no adoption of the resolution by the Supervisory Board will expose the Company to damage or,
  • subject of the resolution has to be the assessment if there is conflict of interests between the member of the Supervisory Board and the Company,


3. The seats of the Supervisory Board convened at 2 weeks before the seat is to be held.
4. The seats of the Supervisory Board are convened by invitation of all members by use of electronic appliances (e-mail) to the address made available to every member of the Supervisory Board of Apator SA. In case of the occurrence of some technical problems the invitation can be made by phone.
5. In justified cases the seat of the Supervisory Board is allowed to be convened urgently that is earlier than 7 days of the day prior the seat to be commenced. In such situation it is considered that the seat was convened properly if the members had been advised about the date of the seat unless none of members of the Supervisory Board had objection as to the date of the seat to be held.
6. Members of the Management Board are allowed to attend the seats of the Supervisory Board except the part of the seat when the issues of the Management Board or its members are discussed.
7. Protocols are made from the seats of the Supervisory Board that are signed by the members of the Supervisory Board attending the seats.
8. The protocol should include:

  • list of persons attending the meeting,
  • agenda of the meeting,
  • concise summary of the issue discussed,
  • confirmation of the resolution of the matter adopted,
  • number of votes in case of particular resolution,
  • separate votes to the protocol entered by the members of the Supervisory Board


9. The protocol is allowed to be signed at the next seat of the Supervisory Board.
                                                                           § 7
Resolutions of the Supervisory Board
1. The Supervisory Board makes decisions in form of resolutions and on the following matters as well;

  • motions to the General Shareholders Meeting
  • opinions, standpoints, initiatives, and motions concerning the matters resulting out of the Statutes and binding law,
  • after control recommendations for the Management Board


2. For the validity of the resolutions it is required that all members of the Supervisory Board should be advised about the seat.
3. The resolution of the Supervisory Board is allowed to be adopted by use of e-mail. All the members of the Supervisory Board should be advised about the content of draft of the resolution by electronic appliances.
4. The member of the Supervisory Board within one working day of the receipt of the draft of the resolution should transfer to indicated address the information about if it votes for or against the adoption of the resolution or it abstains from voting,
5. In justified cases the resolutions of the Supervisory Board are allowed to be adopted in writing. The Chairman of the Supervisory Board formulates the resolution and transfers it in turn to all members of the Supervisory Board and advises them about the content and the method of submission of the resolution by electronic appliances or phone. The members of the Supervisory Board vote on resolution giving the signature at the same time whether they vote for or against or abstain from voting.
6. In the mood specified in para 3-5 above it is not allowed to adopt the resolutions of the following matters:

  • election of the Chairman and the Deputy Chairman of the Supervisory Board,
  • nomination, dismissal and suspension of the member of the Management Board


7. The course of voting is performed in the specified mood;

  • in para 3-4 above the protocol is made that should be signed together with the resolution at the next seat of the Supervisory Board,
  • in para 5 above the protocol is made that should be signed at the next seat of the Supervisory Board


8. Resolutions, including even in writing or using electronic appliances are adopted by the absolute majority of votes at the seat of the Supervisory Board.

  • when it is five person makeup with at least three members of the Supervisory Board
  • when it is over five person makeup with at least four members of the Supervisory Board


9. In case of equal number of votes the vote of the Chairman of the Supervisory Board is the casting vote,
10. The resolutions are in turn numbered cumulative in the calendar year and they are signed by the members of the Supervisory Board attending the seat.
                                                                            § 8
Administration service
1. Based on orders given by the Chairman of the Supervisory Board, the provision of administrative service of the seats of the Supervisory Board and the retention of the documentation concerning the course of the seats responsible is the department indicated in Organization Regulations of the Company.
2. The protocols of the seats of the Supervisory Board and resolutions are kept in hard copy and electronic one.
The Company should also provide the Supervisory Board with the possibility to use professional independent consulting services that in opinion of the Supervisory Board will prove necessary to perform the effective supervision in the Company. The selection of the body serving consulting services is made by the Supervisory Board taking into consideration the financial position of the Company.

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