REGULATIONS OF AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF PZ CORMAY Spółka Akcyjna seated in Łomianki

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1 REGULATIONS OF AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS OF PZ CORMAY Spółka Akcyjna seated in Łomianki I. GENERAL PROVISIONS 1. The General Meeting is the statutory body of PZ CORMAY Spółka Akcyjna ( Company ) The General Meeting acts on the base of: a) The Act of Commercial Companies Code; b) Articles of Association; c) these Regulations The Regulations of the Agenda of the General Meeting is available in the seat office of the Company and at the webpage of the Company II. CONVENING AND CANCELING THE GENERAL MEETINGS The General Meeting can be ordinary and extraordinary The Ordinary Meeting should take place within six months after every fiscal year ended The General Meeting shall be convened by the Management Board. The Supervisory Board shall be entitled to convene the ordinary General Meeting if the Management Board does not convene the same in the term specified in the Commercial Companies Code or the Articles of Association The Supervisory Board shall be entitled to convene the extraordinary General Meeting if the convening is deemed to be fit, and the Management Board does not convene the General Meeting within two days after receiving the request of the Supervisory Board The Shareholder or Shareholders ("Shareholders") representing at least one tenth of the share capital are entitled to request to convene the extraordinary General Meeting as well as to include the particular matters to the agenda of the closest meeting. Such request should be submitted in written to the Management Board at least one month prior to the proposed term of the General Meeting The General Meeting is entitled to adopt the resolution also without formal convening, if the all share capital is represented and nobody from present people rises veto with regard to the holding the meeting as well as to include the particular matters to the agenda The application to convene the extraordinary meeting submitted by the Supervisory Board or Shareholders should specify the matters included in the agenda and the explanation of the request

2 2. In case of no explanation for the proposition, the Management Board will convene the meeting and in the notification on the meeting will inform the Shareholders on the applicant and no explanation for convening such meeting The General Meeting convened upon the request of the Shareholders should take place within the term indicated in the request and if complying with this term faces material obstacles - in the closest term, enabling the General Meeting to resolve the matters from agenda The General Meeting shall be convened by announcement in Monitor Sądowy i Gospodarczy, at least three weeks in advance If all shares issued by the company are registered shares, the General Meeting may be convened by the registered letters or mail sent by the courier, sent at least two weeks in advance. The day of sending the letters is deemed as the day of announcement. Instead of the registered letter or mail sent by courier, the notification can be sent to the Shareholder by the electronic mail, if previously he agreed in written, and gave the address to be sent The Board shall convene the General Meeting within two weeks from the date of receiving the request on it The announcement should include date, time and place for the meeting of the General Meeting and the particular agenda The General Meetings shall be held in the seat office of the Company in Warsaw The Management Board convening the General Meeting, should take into consideration the fact that the meeting should be held at the place and time enabling the most of the Shareholder to participate in the meeting If within two weeks from the date when the Shareholders present the request the extraordinary meeting is not convened, the register court is entitled, after calling on the board to submit the statement, to authorize the Shareholders who submit such request to convene the extraordinary General Meeting. The court appoints the chairman of such meeting The General Meeting, which agenda, upon the request of the Supervisory Board or Shareholders, includes the particular matters or which was convened upon such request, can be cancelled only by the consent of the applicant Moreover the General Meeting can be canceled only when its holding faces the extraordinary obstacles (e.g. major force) or it is aimless The change of the term of the General Meeting shall proceed in the same way as the convening, even if the proposed agenda does not change III. PARTICIPATION IN THE GENERAL MEETING The person authorized by the registered shares and share certificates and the pledges and users who are not entitled to vote by shares, shall have a right to participate in the

3 General Meeting, if they are listed in the share register at least one week before the General Meeting The bearer s shares shall give the right to participate in the General Meeting, if the documents of shares are submitted in the Company at least one week in advance before the date of the meeting and are not taken before the completion of the meeting. Instead of the shares can be submitted the certificates issued as an evidence of submitting the shares at the public notary or investment company having its seat office or branch office within the territory of the European Union or the country which is the part in the EEA Agreement In case when the Company is the public company the Shareholders possessing the uncertificated shares should submit in the company the deposit certificates by name issued by the body conducting the securities deposit account pursuant to the provisions on the financial instruments turnover The list of Shareholders authorized to participate in the General Meeting, signed by the Management Board, including the names or names of companies of authorized persons, their residence address (seat office), number, type and numbers of shares and the number of votes, should be presented in the office of the Company three days in advance before the General Meeting. The natural person can give the delivery address instead of the residence address. The Shareholder can review the list of Shareholders in the offices/room of the Company and demand to receive the copy of such list upon return the cost of such preparation If the right to vote by shares is given to the pledge or user, such circumstance is marked on the Shareholder's list upon the request of the authorized person The Shareholders are entitled to participate in the General Meeting and to exercise the right to vote individually or by proxies The proxy should be given in written upon being null or void and is attached to the minutes of the General Meeting The representatives of the Shareholders, who are legal persons, should have the current extracts from the commercial register or the National Court Register, indicating the person authorized to represent its bodies or hold a proxy issued and signed by the persons specified in such extract The member of the Management Board and the employee of the Company are not entitled to hold a position of proxy The projects of resolutions proposed to be adopted by the General Meeting and other important materials connected with and concerning the meeting should be presented to the Shareholders at least two days in advance before the term of the meeting indicated in the notification The projects of resolutions and materials, mentioned in the sec. 1 hereof shall be available in the Company s office

4 3. The projects of resolutions, request and other materials connected with the meeting of the General Meeting can be given the Shareholders upon their request from the time they are available IV. SESSION OF THE GENERAL MEETING The General Meeting shall be opened by the chairman of the supervisory board or the deputy chairman of the supervisory board and then the chairman of the session is elected among the authorized to participate in the meeting. In case of absence such persons the General Meeting shall be opened by the chairman of the management board or the person appointed by the management board The person opening the General Meeting should cause the immediate election of the chairman restraining from the content-related resolutions The chairman of the meeting immediately shall order to prepare and to sign the attendance list including the list of participants of the meeting indicating the number of possessed shares and votes. The attendance list shall be signed by the chairman of the meeting and shall be presenting during the session of the General Meeting Upon the request of the Shareholders possessing one tenth of the share capital represented at the meeting, the attendance list should be checked by the appointed committee, consisting of at least three persons. The applicants shall have a right to elect one of the committee s members The chairman of the General Meeting shall provide the proper course of the session and observance of all Shareholders' rights and interests, in particular he should prevent from overuse the rights by the member of the meeting and ensures the respect of the minority Shareholders rights The chairman of the meeting, conducting the session cannot resolve the issues, which should be a subject of court decisions. It does not concern the activity of the chairman of the meeting, to which he is entitled or obliged by the law The chairman of the meeting cannot, without the consent of the General Meeting, remove or change the order of agenda The breaks in the session shall be ordered in the reasonable circumstances by the chairman of the meeting, and they cannot hinder exercising the rights of the Shareholders The chairman of the meeting should not, without important reasons, resign from the position as well as cannot, without the reasonable cause, delay signing the minutes of the General Meeting The General Meeting is entitled to appoint the committee consisting of at least two members, including returning committee, among the participants

5 2. The returning committee shall calculate the results of voting for each resolution adopted by the General Meeting and the results of the elections to the Company s bodies The committee shall be appointed if the General Meeting takes such decision In case when the General Meeting is participated by three or less Shareholders the activities of the returning committee are performed by the chairman of the meeting Each committee shall elect the chairman of the relevant committee from among its members The minutes shall be taken from the committee s activity which is signed by the chairman of the relevant committee, which is further forward to the chairman of the meeting and then attached to the minutes The chairman of the meeting after presentation the following issues of the agenda shall open the discussion giving the floor to the participants of the meeting in due order of the entry The speeches in the discussion should not take more than 5 minutes The chairman of the General Meeting is entitled, if he deems it necessary, to give the floor to the members of the Management Board or Supervisory Board outside the order of the volunteers to discuss, if it may lead to explanation or resolving the issue which is a subject of the discussion The chairman of the General Meeting is entitled to deprive the participant from the floor, if he deems that his speech differs from the matter or unreasonable prolongs In the formal or order matters the Chairman of the General Meeting is entitled to give the floor outside the order. The order matters concern only the issues related to the managing the meeting. The voting on the order matters cannot affect the performance of the rights from shares by the Shareholders. 6. The resolutions can be adopted only in matters included in the agenda, unless the all share capital of the Company is represented at the meeting and nobody raise any objection. This limitation excludes the request on convening the extraordinary General Meeting and the order request In case of few requests concerning the one resolution of the General Meeting, its chairman shall give to be voted the most radical proposition Upon the request of the participant of the General Meeting his written statement is attached to the minutes The chairman of the meeting shall close its session after stating that the all agenda is discussed The General Meeting is entitled to adopt the resolution on discontinuing to resolve the issue from the agenda only when there are the important reasons. The proposal in such matter should be explained The resolutions of the General Meeting should be prepared by the chairman of the General Meeting in a manner clear and understandable for every participant

6 2. Any doubts concerning the content of the resolution should be explained and resolved before the voting The chairman of the General Meeting shall ensure for the participants raising the objection to adopt the resolution the possibility to entry this objection in the minutes with the brief explanation The members of the Supervisory Board and the Management Board should participate the General Meeting. The absence of the member of the Management Board or the Supervisory Board at the meeting require to be explained before the date of the meeting. This explanation should be presented at the meeting The certified auditor of the Company should be present at the ordinary General Meeting and at the extraordinary General Meeting, if the subject of discussion are the financial matters of the Company. The members of the Supervisory Board and the Management Board and certified auditor, to the extent of their competences and in the scope necessary to resolve the matters discussed at the meeting give the explanations and information to the participants of the meeting In case when the company became the public company, the Management Board giving the answers to the question of the participant of the General Meeting should take into consideration the fact that the information duties are performed by the company in a manner following the law on the financial instruments turnover and the information cannot be given in a manner other than pursuant the law ADOPTING THE RESOLUTIONS BY THE GENERAL MEETING Unless the provisions of the Commercial Companies Code state otherwise, the General Meeting shall be valid notwithstanding the number of represented shares The resolutions of the General Meeting shall be adopted by the absolute majority of given votes, unless the provisions of the Commercial Companies Code and the Articles of Association state otherwise The voting is open The secret voting shall be ordered in case of elections and requests to dismiss the member of the Company's bodies or liquidators, on holding them liable as well as in the personal matters. Moreover the secret voting should be ordered upon the request only one of the Shareholders present or represented at the General Meeting The General Meeting is entitled to adopt the resolution on annul the secret voting in matters concerning the content of committee appointed by the General Meeting When the General Meeting appoints the members of the Supervisory Board, the returning committee (or the chairman of the meeting) shall prepare the list of candidates

7 on the base of notification made by the participants of the General Meeting. The number of candidates on the closed list should not be less than the number of position to be held in the Supervisory Board The voting on the election of the members of the Supervisory Board shall take place in secret using the voting cards prepared by the Company. The voting cards should include the fields to be filled with the name of the candidate and fields enabling to vote pro and con or abstain from voting by ticking the proper field Before the secret voting, the chairman of the meeting shall inform on the content of the voting card and provides the participants with the principles of secret voting The voting on the particular candidates shall take place in order set by the Chairman of the General Meeting Filled cards shall be put into the ballot-box and then the returning committee shall calculate the votes and prepare the minutes. After the minutes are forwarded to the Chairman of the General Meeting, he announces the results The candidate for the member of the Supervisory Board shall be elected if he reaches the absolute majority of votes subject to sec In case when the candidates are more than the positions to be held, the person who received in turns the most of the votes, observing the condition specified in the sec In case when the General Meeting decides the secret voting in other matter than it follows the law or Articles of Association, the principles specified in sec. 2-3 and 5 shall apply correspondingly The resolutions of the General Meeting should be included in the minutes prepared by the public notary The minutes should state the correctness of convening the General Meeting and its capability to adopt resolutions, specify the adopted resolutions, number of votes pro and raised objections. The attendance list with signatures of participants should be attached to the minutes The proofs of convening the General Meeting, together with proxies granted by the Shareholders, should be attached to the minutes register by the Management Board The extract from the minutes of the General Meeting is attached to the minutes register. The Shareholders are entitled to review the minutes register as well as demand to issue the certified copies of the resolutions The minutes register of the General Meeting shall be kept by the Management Board ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD IN THE FORM OF VOTING BY SEPARATED GROUPS The elections to the Supervisory Board in the form of voting by the separated groups shall take place provided that the agenda includes them Before commencement of the election the members of the Supervisory Board in the form of voting by separated groups, the General Meeting shall adopt resolution which set the number of members of the Supervisory Board, which should be elected in the form of voting by separated groups

8 3. The Chairman of the Meeting shall be obliged to inform the participants of the Meeting on: a) Number of positions in the Supervisory Board to be held by the voting by separated groups, b) Number of shares represented at the General Meeting, c) Number of shares (votes) needed to establish the separated group and election by the group at least one member of the Supervisory Board The Shareholders shall, who established the group, which is entitled to elect at least one member of the Supervisory Board prepare the list and report the elected person or persons to hold the position of the member of the Supervisory Board Establishment of the separated group of Shareholders shall be a subject of entry to the minutes together with indicating the number of shares represented in the group and number of mandates in the Supervisory Board to be held The mandates in the Supervisory Board which were not filled by the proper group of Shareholders, shall be filled in the form of voting with the participation of all Shareholders, whose votes were not given in the election of the member of the Supervisory Board in the form of voting by separated groups Upon election at least one member of the Supervisory Board in the form of voting by separated groups, the mandates of all current members of the Supervisory Board shall expire, with the exception of the person specified in the art of the Commercial Companies Code V. FINAL PROVISIONS These Regulations were adopted by the Extraordinary General Meeting on 9 th March 2007 and shall come into force as of the date of adoption Hereby these Regulations of the Session of the General Meeting shall be binding for all General Meetings of the Company