Resolutions adopted by BOŚ S.A. Extraordinary General Meeting on 13 February 2018

Size: px
Start display at page:

Download "Resolutions adopted by BOŚ S.A. Extraordinary General Meeting on 13 February 2018"

Transcription

1 Resolutions adopted by BOŚ S.A. Extraordinary General Meeting on 13 February 2018 Resolution No. 1/2018 on the Election of the General Meeting Chair BOŚ S.A. Extraordinary General Meeting hereby appoints Andrzej Leganowicz to the position of the Chair of the General Meeting This resolution shall come into force upon adoption Supervisory Board Chair, Wojciech Piotr Wardacki stated that the resolution was adopted in secret voting, as a total of 45,856,581 valid votes were cast, including: votes for 45,856,581, votes against 0, abstentions 0, totalled 45,856,581, which represents the share capital percentage of 72.93%. Resolution No. 2/2018 on the Election of the General Meeting Secretary The Extraordinary General Meeting of BOŚ S.A. hereby appoints Mr Paweł Krochmal to the position of the Secretary of the General Meeting This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 48,756,581 valid votes were cast, including: votes for 48,756,581, votes against 0,

2 2 - abstentions 0, totalled 48,756,581, which represents the share capital percentage of 77.55%. Resolution No. 3/2018 on the approval of the Meeting Agenda. The Extraordinary General Meeting of BOŚ S.A. hereby adopts the following meeting agenda: Opening of the General Meeting Election of the General Meeting Chair Announcing legality of calling of the General Meeting and of its capacity to adopt resolutions Election of the General Meeting Secretary Approval of the meeting agenda Presentation of the draft and adoption of the resolution on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) and amendments to the Bank s Articles of Association Presentation of the draft and adoption of the resolution to amend Resolution No. 28/2017 of BOŚ S.A. General Meeting of 6 June 2017 the rules for calculation of remunerations of the Bank Management Board members Changes to the composition of BOŚ S.A. Supervisory Board a) adoption of resolutions on dismissing Supervisory Board Members,

3 3 b) adoption of resolutions on appointing Supervisory Board Members Closing of the General Meeting This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: votes for 49,053,568, votes against 0, abstentions 0, totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 4/2018 on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders preemptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association The Extraordinary General Meeting of Shareholders of Bank Ochrony Środowiska Spółka Akcyjna domiciled in Warsaw ( Bank ) acting under art. 431 Par. 1 and 2 (1), art. 432 and art. 433 Par. 2 of the Commercial Companies Code of 15 Sep (Journal of Laws of 2017, item 1577) ( Commercial Companies Code ), art. 27 section 2 (3, 3a and 3b) of the Act on the public offer and terms of introducing financial instruments into organised turnover system and on public companies of 29 July 2005 (Journal of Laws of 2016, item 1639 with further amendments) ( Public Offer Act ), art. 5 section 1 (1 and 2) of the financial instruments trading act of 29 July 2005

4 4 (Journal of Laws of 2017, item 1768) ( Financial Instruments Trading Act ), and also Par. 10 item 9 and Par. 30 of the Bank s Articles of Association, hereby rule as follows: Par The Bank Extraordinary General Meeting hereby decides to increase Bank s share capital by an amount not lower than ten (10) zlotys and no higher than four hundred million (400,000,000) zlotys, i.e. up to an amount not lower than six hundred and twenty-eight million seven hundred and thirtytwo thousand four hundred and sixty (628,732,460) zlotys and not higher than one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty (1,028,732,450) zlotys through the issue of at least one (1) and not more than forty million (40,000,000) V series shares of ten (10) zlotys nominal value each ( V Series Shares ). The share capital shall be increased in the form of a private placement with pre-emptive rights waived as stated below. 2. All the V Series Shares shall be ordinary bearer shares No special rights shall be associated with the V Series Shares The V Series Shares shall be in total covered out of money deposits prior to the registration of the share capital increase The V Series Shares shall participate in the dividend under the following terms: a. If the V Series Shares are issued or first time booked on a securities account no later than on the dividend day set forth in the general meeting s resolution on the profit distribution, they shall participate in the dividend starting from the profit for the previous financial year, i.e. from 1 January of the financial year directly preceding the year in which the shares were issued or for the first time booked on the securities account, b. If the V Series Shares are issued or for the first time booked on the securities account on the day past the dividend day set forth in the general meeting s resolution on the profit distribution, they shall participate in the dividend starting from the profit for the financial year in which the shares were

5 5 issued or for the first time booked on the securities account, i.e. from 1 January of the financial year In the Bank s interest, in accordance with the Bank Management Board s written opinion presented to the General Meeting the current shareholders pre-emptive rights with regard to all the V Series Shares shall be waived. The Bank Management Board s written opinion justifying the reasons for the waiver of the current shareholders pre-emptive rights regarding the V Series Shares and specifying the algorithm of determining the issue price of the V Series Shares has been included in the appendix hereto The issue price of the V Series Shares shall be set by the Bank Supervisory Board under terms set forth herein (authorisation), subject to the results of the book building process The V Series Shares and, if applicable, the rights to the V Series Shares ( PDA ) shall be securities with no material document form and shall be subject to dematerialization as defined in the Financial Instruments Trading Act The V Series Shares and, if applicable, the PDA shall be subject to requesting acceptance and introduction into the turnover on the regulated market maintained by Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) ( WSE ) upon fulfilment of relevant criteria and conditions set forth in relevant laws and WSE regulations allowing acceptance of the V Series Shares and PDA to the turnover on this market Par The issue of the V Series Shares shall be carried out through private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code targeting solely selected investors ( Authorised Investors ), who fulfil the following terms and conditions ( Authorised Investor Prerequisites ) set forth herein: (i) they are professional clients as defined in the Financial Instruments Trading Act or

6 6 (ii) each of such investors is entitled to purchase the V Series Shares worth an amount calculated at their issue price as of the price determination date, at least 100,000 EUR, at NBP medium currency exchange rate of the issue price determination date The issue of the V Series Shares may, at Bank Management Board s sole discretion, be conducted in the form of a public offer as defined in art. 3 section 1 of the Public Offer Act targeting the Authorised Investors Par In relation to Par. 1 hereof, par. 28 of the Bank Articles of Association ( Articles of Association ): The authorised share capital of the Bank amounts to 628,732,450 (six hundred twenty-eight million seven hundred thirty-two thousand four hundred fifty) złotys, divided into 62,873,245 (sixty-two million eight hundred seventy-three thousand two hundred forty-five) shares of 10 (ten) złotys nominal value each. Shares are equal and indivisible. Each shareholder may hold more than one share ; shall be replaced by the following: The authorised share capital of the Bank equals no less than 628,732,460 (six hundred twenty-eight million seven hundred thirty-two thousand four hundred sixty) złotys and no more than 1,028,732,450 (one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty) zlotys and is divided into no less than 62,873,246 (sixty-two million eight hundred seventy-three thousand two hundred forty six) shares and no more than 102,873,245 (one hundred and two million eight hundred and seventy-three thousand two hundred and forty-five) shares of 10 (ten) złotys nominal value each. The shares are equal and indivisible. Each shareholder may hold more than one share The Bank Management Board shall determine the final amount of the authorised share capital and the wording of Par. 28 of the Articles of Association on the basis of art. 431 Par. 7 in relation to art. 310 of the Commercial Companies Code, by submitting a statement in the form of a

7 7 notarial deed on the authorised share capital upon the assignment of the V Series Shares Par. 4. The amendment of the Articles of Association to the extent specified herein shall require the approval of the Financial Supervision Authority ( KNF ) under art. 34 section 2 in relation to art. 31 section 3 of the Banking Act of 29 Aug (Journal of Laws of 2017, item 1876 with further amendments) Par. 5. The Extraordinary General Meeting hereby authorises the Bank Supervisory Board to determine the consolidated text of the Articles of Association including amendments arising from this Resolution of the General Meeting Par. 6. The Bank Extraordinary General Meeting hereby authorises the Bank Management Board and entrusts the Bank Management Board with any and all activities necessary to execute the provisions hereof and of legal regulations in relation to the issue of the V Series Shares, in particular, to: make, upon the Supervisory Board s approval, an offer to the Authorised Investors to acquire the V Series Shares in accordance with art. 431 Par. 2 (1) of the Commercial Companies Code under terms and conditions set forth herein; conclude, upon the Supervisory Board s Approval, with the Authorised Investors who have accepted the offer specified in item 1 above, agreements for the acquisition of the V Series Shares in the procedure set forth in art. 431 Par. 2 (1) of the Commercial Companies Code, i.e. private placement; set the deadline for submitting offers to acquire the V Series Shares and for the Bank s conclusion of agreements for the acquisition of the V Series Shares, while the Bank s conclusion of the agreements for the acquisition of the V Series Shares may occur no later than within six (6) months upon the day of adoption hereof;

8 8 4. submit, in the form of a notarial deed, a statement or statements on the amount of the share capital acquired as a result of the private placement of the V Series Shares; request acceptance and introduction of the V Series Shares and, if applicable, the PDA into the turnover on the regulated market maintained by WSE, provided the prerequisites for such acceptance and introduction are fulfilled; conclude, with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) ( KDPW ), an agreement for the registration of the V Series Shares and, if applicable, the PDA with the depository for securities maintained by the KDPW, for the purpose of dematerialization thereof; submit a request to the KNF for the approval of the issue prospectus drawn at least in relation to the request for acceptance of the V Series Shares and, if applicable, the PDA into the turnover on the regulated market; to perform any and all material and legal activities related to the execution of the provisions hereof Further, the Extraordinary General Meeting hereby authorises the Bank Management Board to make a decision to refrain from the execution hereof, to suspend the execution hereof, to refrain from performing the private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code or to suspend the performance of the private placement at any time. By making the decision to suspend the private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code, the Bank Management Board may choose not to set another due date for performing the private placement. The due date may be set at a later time, subject to the deadline specified in Par. 6 item 3 hereof

9 9 This resolution shall come into force upon adoption, and with regard to the amendments to the Articles of Association on the date these amendments are registered by the registration court Appendix to Resolution No. 4/2018 of Extraordinary General Meeting of Bank Ochrony Środowiska S.A. of 13 February 2018 on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association. Opinion of Management Board of justifying the reasons for the waiver of the current shareholders preemptive rights regarding the V Series Shares and specifying the algorithm of determining the issue price of the V Series Shares This opinion of the Bank Management Board ( Opinion ) was adopted by the Management Board on 16 January 2018 under art. 433 Par. 2 of the Commercial Companies Code in relation to the intention to convene an Extraordinary General Meeting of Shareholders of the Bank with an agenda including adoption of a resolution on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association, under which the Bank s share capital would be increased by an amount of not lower than ten (10) zlotys and no higher than four hundred million (400,000,000) zlotys, i.e. up to an amount not lower than six hundred and twenty-eight million seven hundred and thirty-two thousand

10 10 four hundred and sixty (628,732,460) zlotys and not higher than one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty (1,028,732,450) zlotys through the issue of at least one (1) and not more than forty million (40,000,000) V series bearer shares of ten (10) zlotys nominal value each ( V Series Shares ). The share capital would be increased in the form of a private placement in accordance with art. 431 Par. 2 (1) of the Commercial Companies Code including waiver of current shareholders pre-emptive rights, in their entirety, regarding V Series Shares. -- Justification of Reasons for Waiver of Pre-emptive Rights Regarding V Series Shares In accordance with the main assumptions of the Bank s Framework Development Strategy for , the Bank s priority until 2020 shall be the increase of the Bank s profitability, which should enable, according to the Bank s mission, allocation of significant funds to environment protection projects and sustainable development of the country. The plans provide for the Bank to become the pro-ecology projects market leader. As an environmental expert the Bank shall participate and organise syndicated loans funding enterprises addressing the challenges the Polish economy faces in the area of natural environment. Between 1991 and 30 Sep the Bank granted proecology loans for a total amount of over 19.1 billion PLN. Bank s co-funding contributed to the accomplishment of investment projects worth a total of 50.2 billion PLN Taking into account the assumed growth of the Bank s operational range and the prudential standard requirements, including concentration limits and capital adequacy requirement to comply with prudential standards recommended by the KNF and the fact that the Bank s Recovery Proceedings Program is being performed, it is necessary to increase Bank s capital. The Bank Management Board, aiming at increasing the capital as soon as possible, hereby recommend an increase of the Bank s share capital through the private placement of the V Series Shares, covered out of money deposits, along with the waiver of the current shareholders pre-emptive rights. Any

11 11 other procedure, particularly the lack of the waiver of the pre-emptive rights, will significantly prolong the process and may delay the completion of the Bank s Recovery Proceedings Program Taking the above into account, the Bank Management Board hereby state that the issue of the V Series Shares along with the waiver of the Bank current shareholders pre-emptive rights, in their entirety, is in the Bank s interest. Therefore, the Bank Management Board recommend the issue of the V Series Shares along with the waiver of the Bank current shareholders preemptive rights in their entirety Determination of Issue Price of V Series Shares The issue price of the V Series Shares, according to the draft resolution of the Extraordinary General Meeting specified above, shall be determined by the Bank Supervisory Board on the basis of an authorisation included in the abovementioned resolution, which is compliant with art. 432 Par. 1 (4) of the Commercial Companies Code The issue price of the V Series Shares shall be determined by the Bank Supervisory Board, subject to the results of the book building process. Due to the volatile situation in the capital markets and the time between the date of adoption of the Extraordinary General Meeting s resolution and the date of determining the issue price of the V Series Shares, the authorisation granted to the Bank Supervisory Board in this regard is justified and in the interest of the Bank Disclaimer In relation to the performance of the Recovery Proceedings Program the Bank hereby reserves the right to publish additional information in this regard, if according to the Bank such information could affect the proposed increase of the Bank s share capital, within a period that will enable the shareholders to become acquainted with such information prior to the Extraordinary General Meeting

12 12 The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: votes for 40,033,568 (which represents 81.61% of valid votes cast), votes against 6,120,000, abstentions 2,900,000, totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 5/2018 amending Resolution No. 28/2017 of Ordinary General Meeting of Shareholders of of 6 June 2017 on the rules for calculation of remunerations of Management Board members Acting under art. 378 Par. 2 of the Commercial Companies Code and under art. 5 section 2 of the Act on the Rules for Calculation of Remunerations of Persons Managing Selected Companies of 9 June 2016 (Journal of Laws of 2016, item 1202 with further amendments), the Extraordinary General Meeting of resolves the following: Par. 1. In Resolution No. 28/2017 of Ordinary General Meeting of Bank Ochrony Środowiska S.A. of 6 June 2017 on the rules for calculation of remunerations of Management Board members, in Par. 8, past section 1 the following section 1 shall be added: Additionally, the Supervisory Board, in the contract for management services, may grant a Bank Management Board member the right to use other services, to the extent and under terms and conditions

13 13 precisely specified by the Supervisory Board. These services may include, in particular, a paid break in the performance of the management services of a maximum period of 24 calendar days in a given financial year Par. 2. This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: votes for 38,659,994, votes against 120,000, abstentions 10,273,574, totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 6/2018 on the dismissal of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby dismisses, from the Supervisory Board, in secret voting, Oskar Kowalewski This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,568 valid votes were cast, including: votes for 35,879,443, votes against 6,000,000,

14 14 - abstentions 7,174,125, totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 7/2018 on the Appointment of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby appoints, to the Supervisory Board, in secret voting, IWONA BEATA DUDA This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,017 valid votes were cast, including: votes for 40,033,017, votes against 0, abstentions 9,020,000, totalled 49,053,017, which represents the share capital percentage of 78.02%.

15 15 Resolution No. 8/2018 on the Appointment of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby appoints, to the Supervisory Board, in secret voting, DARIUSZ JÓZEF WASILEWSKI This resolution shall come into force upon adoption The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,017 valid votes were cast, including: votes for 40,033,017, votes against 0, abstentions 9,020,000, totalled 49,053,017, which represents the share capital percentage of 78.02%.

FAMUR S.A. Current Report-W 24/2018

FAMUR S.A. Current Report-W 24/2018 FAMUR S.A. Current Report-W 24/2018 POLISH FINANCIAL SUPERVISION AUTHORITY Current Report No. 24 / 2018 Date: April 13th 2018 Abbreviated issuer name: FAMUR S.A. Subject: Resolutions passed by FAMUR Extraordinary

More information

FINANCIAL SUPERVISION AUTHORITY

FINANCIAL SUPERVISION AUTHORITY FINANCIAL SUPERVISION AUTHORITY Current report No 9/2009 Date of preparation: 19 th February, 2009 Abbreviated name of the Issuer: ELZAB Subject: Resolutions of Extraordinary General Meeting on 19.02.2009

More information

Current Report no. 03/2014 Adopting the Consolidated Text of the Articles of Association of Amica Wronki Spółka Akcyjna

Current Report no. 03/2014 Adopting the Consolidated Text of the Articles of Association of Amica Wronki Spółka Akcyjna Current Report No. 03/2014 Title: Adopting the Consolidated Text of the Articles of Association of Amica Wronki Spółka Akcyjna Legal basis 39 item 1 point 2b of the Ordinance of the Minister of Finance

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2016-05-11 19:03:04 Bioton Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

ANNOUNCEMENT OF THE CONVENING OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF DOM DEVELOPMENT S.A. WITH ITS REGISTERED SEAT IN WARSAW

ANNOUNCEMENT OF THE CONVENING OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF DOM DEVELOPMENT S.A. WITH ITS REGISTERED SEAT IN WARSAW ANNOUNCEMENT OF THE CONVENING OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF DOM DEVELOPMENT S.A. WITH ITS REGISTERED SEAT IN WARSAW The Management Board of Dom Development S.A. with its registered seat

More information

A R T I C L E S O F A S S O C I A T I O N

A R T I C L E S O F A S S O C I A T I O N Attachment to Current Report no. 39/2017 A R T I C L E S O F A S S O C I A T I O N I. GENERAL ----------------------------------------------------------------------------------------------------- 1 1.

More information

Statement of following corporate governance principles 2014

Statement of following corporate governance principles 2014 Warsaw, 19 March 2015 1.1 Specification of applied by the Company and rules followed voluntarily with the indication where such principles have been publically disclosed and principles which have not been

More information

N O T A R I A L -- D E E D

N O T A R I A L -- D E E D Register of Notarial Deeds A, No. /2018 N O T A R I A L -- D E E D On this fifth day of February in the year two thousand eighteen (5th February 2018), I, Artur Stanisław Kozak, Notary Public with his

More information

According to the current status of compliance with the Best Practice, the Company does not apply 1 detailed principles: VI.Z.2.

According to the current status of compliance with the Best Practice, the Company does not apply 1 detailed principles: VI.Z.2. Warszawa, 2016-01-04 10:36:50 Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2016-03-11 16:13:37 Bank Handlowy w Warszawie Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for

More information

N O T A R I A L -- D E E D

N O T A R I A L -- D E E D Register of Notarial Deeds A, No.../2018 N O T A R I A L -- D E E D On this fifth day of February in the year two thousand eighteen (5th February 2018), I, Artur Stanisław Kozak, Notary Public with his

More information

For the period between 1 January 2014 and 31 December 2014

For the period between 1 January 2014 and 31 December 2014 Report on bmp media investors AG's Observing of Best Practices Corporate Governance Rules Set Out in a Document "Code of Best Practices for WSE Listed Companies For the period between 1 January 2014 and

More information

Warszawa, :19:33. PCC Intermodal Spółka Akcyjna

Warszawa, :19:33. PCC Intermodal Spółka Akcyjna Warszawa, 2016-03-21 23:19:33 PCC Intermodal Spółka Akcyjna A statement on the company s compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed

More information

Translation from Polish

Translation from Polish Declaration of Bank Handlowy w Warszawie S.A. (further referred to as the Company ) regarding the compliance with corporate governance rules incorporated in Best Practices in Public Companies Warsaw, June

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2018-03-26 09:29:44 TXM Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

Evaluation of the Motion of the Management Board on the Distribution of Profit Earned by PKO BP SA in 2010

Evaluation of the Motion of the Management Board on the Distribution of Profit Earned by PKO BP SA in 2010 Report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna containing the results of the evaluation of: the financial statements of PKO BP SA for 2010, the report of the

More information

Resolution No. 4/2018 Adopted by the Extraordinary Shareholder Meeting of DINO POLSKA Spółka Akcyjna on 8 January 2018

Resolution No. 4/2018 Adopted by the Extraordinary Shareholder Meeting of DINO POLSKA Spółka Akcyjna on 8 January 2018 Resolution No. 4/2018 Adopted by the Extraordinary Shareholder Meeting of DINO POLSKA Spółka Akcyjna on 8 January 2018 on amending the Articles of Association by revoking the previous articles and adopting

More information

Translation from Polish

Translation from Polish Declaration of Bank Handlowy w Warszawie S.A. (hereinafter referred to as the Company ) regarding the compliance with corporate governance rules incorporated in Best Practices in Public Companies Warsaw,

More information

REPORT by the Supervisory Board of Energomontaż Południe S.A. on operations in 2010

REPORT by the Supervisory Board of Energomontaż Południe S.A. on operations in 2010 REPORT by the Supervisory Board of Energomontaż Południe S.A. on operations in 2010 Acting on the basis of the Commercial Companies Code, the Statute of the Company, the Rules of the Supervisory Board

More information

To: The Management Board Of ELZAB S.A. Komputer Works Ul. Kruczkowskiego Zabrze MOTION

To: The Management Board Of ELZAB S.A. Komputer Works Ul. Kruczkowskiego Zabrze MOTION Novitus Nowy Sącz, 18th November, 2010-11-23 To: The Management Board Of ELZAB S.A. Komputer Works Ul. Kruczkowskiego 39 41-813 Zabrze MOTION To convene Extraordinary General Meeting and to put a matter

More information

Warszawa, :57:08

Warszawa, :57:08 Warszawa, 2016-01-04 16:57:08 Polnord Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE

STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE Pursuant to 91 item 5 point 4) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information submitted by issuers

More information

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

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

More information

ATTENDANCE AND DISTANCE VOTING CARD. Particulars of Shareholder

ATTENDANCE AND DISTANCE VOTING CARD. Particulars of Shareholder ATTENDANCE AND DISTANCE VOTING CARD Particulars of Shareholder Full name or Company name Address Individuals: valid National Identity Document (Spain), passport or any other identity document Legal entities:

More information

ARTICLES OF ASSOCIATION OF RAIFFEISEN BANK POLSKA SPÓŁKA AKCYJNA. I. General Provisions

ARTICLES OF ASSOCIATION OF RAIFFEISEN BANK POLSKA SPÓŁKA AKCYJNA. I. General Provisions ARTICLES OF ASSOCIATION OF RAIFFEISEN BANK POLSKA SPÓŁKA AKCYJNA I. General Provisions 1 1. Raiffeisen Bank Polska Spółka Akcyjna is a bank organized in the form of a joint stock company, operating pursuant

More information

Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 20 th April 2016.

Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 20 th April 2016. 20-04-2016 Re. Resolutions of the Annual General Meeting of BZ WBK Shareholders Current report no. 15/2016 Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual

More information

Recommendation VI.R.1 the remuneration of members of the company s governing bodies and key managers should follow the approved remuneration policy.

Recommendation VI.R.1 the remuneration of members of the company s governing bodies and key managers should follow the approved remuneration policy. Corporate Governance Statement for 2017 Application of corporate governance principles The Management Board of the Issuer declares that, in 2017, the Company applied corporate governance principles attached

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2017-04-24 09:03:35 Gorenje gospodinjski aparati, d.d. A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2016-04-22 09:19:13 Gorenje gospodinjski aparati, d.d. A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2016-01-04 11:24:32 bmp Holding AG A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies 2016

More information

Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 17 th May 2017.

Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual General Meeting on 17 th May 2017. 17-05-2017 Re. Resolutions of the Annual General Meeting of BZ WBK Shareholders Current report no. 12/2017 Bank Zachodni WBK S.A. hereby announces the contents of the resolutions adopted by the Annual

More information

THE STATUTES OF PGE POLSKA GRUPA ENERGETYCZNA SPÓŁKA AKCYJNA

THE STATUTES OF PGE POLSKA GRUPA ENERGETYCZNA SPÓŁKA AKCYJNA THE STATUTES OF PGE POLSKA GRUPA ENERGETYCZNA SPÓŁKA AKCYJNA A draft consolidated text of the Company Statutes including the changes proposed for adoption by the Extraordinary General Meeting on 14 December

More information

Warszawa, :57:18. Ambra Spółka Akcyjna

Warszawa, :57:18. Ambra Spółka Akcyjna Warszawa, 2016-02-18 13:57:18 Ambra Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

ARTICLES OF ASSOCIATION OF DINO POLSKA SPÓŁKA AKCYJNA I. GENERAL PROVISIONS

ARTICLES OF ASSOCIATION OF DINO POLSKA SPÓŁKA AKCYJNA I. GENERAL PROVISIONS ARTICLES OF ASSOCIATION OF DINO POLSKA SPÓŁKA AKCYJNA I. GENERAL PROVISIONS 1 1. The Company shall operate under the name DINO POLSKA SPÓŁKA AKCYJNA. --- 2. The Company may use the abbreviated name of

More information

PART I. IDENTIFICATION OF A SHAREHOLDER AND PROXY. (residential address / registered office, telephone number, address)

PART I. IDENTIFICATION OF A SHAREHOLDER AND PROXY. (residential address / registered office, telephone number,  address) FORM FOR EXERCISING VOTING RIGHTS THROUGH A PROXY AT THE EXTRAORDINARY SHAREHOLDER MEETING OF DINO POLSKA S.A. WITH ITS REGISTERED OFFICE IN KROTOSZYN CONVENED TO BE HELD ON 8 JANUARY 2018 1. This form

More information

STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE RULES BY ULMA CONSTRUCCION POLSKA S.A. IN 2011

STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE RULES BY ULMA CONSTRUCCION POLSKA S.A. IN 2011 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE RULES BY ULMA CONSTRUCCION POLSKA S.A. IN 2011 According to 29 item 5 of the Regulations of the Warsaw Stock Exchange S.A. adopted by resolution No.

More information

According to the current status of compliance with the Best Practice, the Company does not apply 1 recommendations: IV.R.2.

According to the current status of compliance with the Best Practice, the Company does not apply 1 recommendations: IV.R.2. Warszawa, 2015-12-30 13:44:31 Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2017-03-27 21:13:23 ASBISc Enterprises PLC A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

ARTICLES OF ASSOCIATION of Marinomed Biotech AG I. GENERAL TERMS. 1 Name and Seat of the Company

ARTICLES OF ASSOCIATION of Marinomed Biotech AG I. GENERAL TERMS. 1 Name and Seat of the Company [THIS IS A WORKING TRANSLATION FROM THE GERMAN LANGUAGE VERSION AND FOR CONVENIENCE PURPOSES ONLY. IN THE EVENT OF CONFLICT WITH THE GERMAN LANGUAGE VERSION, THE GERMAN LANGUAGE VERSION SHALL PREVAIL.]

More information

Resolutions adopted by the Extraordinary General Meeting of PGNiG SA. convened for December 29th 2015.

Resolutions adopted by the Extraordinary General Meeting of PGNiG SA. convened for December 29th 2015. Warsaw, December 29th 2015 Resolutions adopted by the Extraordinary General Meeting of PGNiG SA convened for December 29th 2015 Current Report No. 102/2015 The Management Board ( PGNiG or the Company )

More information

MINISTER OF ENERGY Krzysztof Tchórzewski Warszawa, 23/11/2016

MINISTER OF ENERGY Krzysztof Tchórzewski Warszawa, 23/11/2016 MINISTER OF ENERGY Krzysztof Tchórzewski Warszawa, 23/11/2016 DKN-lll-0960-136/16 Mr Wojciech Jasiński President of the Management Board of PKN ORLEN S.A. ul. Bielańska 12 00-085 Warszawa Acting as a representative

More information

Resolutions adopted by the Extraordinary Shareholder Meeting of Dino Polska S.A. on 8 January 2018

Resolutions adopted by the Extraordinary Shareholder Meeting of Dino Polska S.A. on 8 January 2018 Resolutions adopted by the Extraordinary Shareholder Meeting of Dino Polska S.A. on 8 January 2018 Resolution No. 1/2018 Adopted by the Extraordinary Shareholder Meeting of DINO POLSKA Spółka Akcyjna on

More information

STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE STANDARDS

STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE STANDARDS STATEMENT ON APPLICATION OF CORPORATE GOVERNANCE STANDARDS 1. INDICATION OF THE CORPORATE GOVERNANCE STANDARDS TO WHICH THE ISSUER IS SUBJECT, TOGETHER WITH THE LOCATION WHERE THE TEXT CONCERNING SUCH

More information

BEST PRACTICES IN PUBLIC COMPANIES 2005

BEST PRACTICES IN PUBLIC COMPANIES 2005 Acting with integrity, by taking different interests into account in the right proportion, is beneficial to all stakeholders in a corporate environment. This requires compromise and moderation, which are

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2016-01-04 15:49:37 Kruk Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies

More information

STATEMENT ON THE APPLICATION

STATEMENT ON THE APPLICATION STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES BY ULMA CONSTRUCCION POLSKA S.A. IN 2015 Table of contents A. Information on non-application of provisions of a set of corporate governance

More information

REPORT OF COMARCH S.A. s MANAGEMENT BOARD REGARDING THE ACCEPTANCE OF CORPORATE GOVERNANCE PRINCIPLES IN 2017

REPORT OF COMARCH S.A. s MANAGEMENT BOARD REGARDING THE ACCEPTANCE OF CORPORATE GOVERNANCE PRINCIPLES IN 2017 REPORT OF COMARCH S.A. s MANAGEMENT BOARD REGARDING THE ACCEPTANCE OF CORPORATE GOVERNANCE PRINCIPLES IN 2017 1 Table of Contents 1. Corporate Governance Principles that Apply to an Issuer... 3 2. Recommendations

More information

Report on the Company s activities for 2015 (all amounts in tables are expressed in PLN thousand, unless stated otherwise)

Report on the Company s activities for 2015 (all amounts in tables are expressed in PLN thousand, unless stated otherwise) 6. CORPORATE GOVERNANCE STATEMENT 6.1. The set of corporate governance principles applicable to Budimex SA, and the place where it is publicly available In 2015, the Company applied the Best Practices

More information

CORPORATE GOVERNANCE POLICY. Sbanken ASA. Adopted by the board of directors May 10 th 2016

CORPORATE GOVERNANCE POLICY. Sbanken ASA. Adopted by the board of directors May 10 th 2016 CORPORATE GOVERNANCE POLICY Sbanken ASA Adopted by the board of directors May 10 th 2016 This document is adopted to secure that Sbanken ASA ( the Company, and together with its consolidated subsidiaries

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2019-01-08 12:02:47 Arctic Paper Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed

More information

basic corporate documents, in particular the company s articles of association; The principle is applied.

basic corporate documents, in particular the company s articles of association; The principle is applied. Warszawa, 2018-01-04 13:35:27 Arctic Paper Spółka Akcyjna A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed

More information

CORPORATE GOVERNANCE POLICY. Sbanken ASA. Adopted by the board of directors February 13 th 2018

CORPORATE GOVERNANCE POLICY. Sbanken ASA. Adopted by the board of directors February 13 th 2018 CORPORATE GOVERNANCE POLICY Sbanken ASA Adopted by the board of directors February 13 th 2018 This document is adopted to secure that Sbanken ASA ( the Company, and together with its consolidated subsidiaries

More information

ATTENDANCE AND DISTANCE VOTING CARD. Particulars of Shareholder

ATTENDANCE AND DISTANCE VOTING CARD. Particulars of Shareholder ATTENDANCE AND DISTANCE VOTING CARD Particulars of Shareholder Full name or Company name Address Individuals: valid National Identity Document (Spain), passport or any other identity document Legal entities:

More information

Grupa LOTOS S.A. STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES

Grupa LOTOS S.A. STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES Grupa LOTOS S.A. April 2009 Table of contents: 1. Corporate Governance Principles Applicable to Grupa LOTOS S.A... 3 2. Internal Audit and Risk Management Systems... 4 3. Shareholders Holding Significant

More information

ANNOUNCEMENT OF 24 MARCH 2017 OF THE MANAGEMENT BOARD OF ALIOR BANK S.A. TO CONVENE EXTRAORDINARY GENERAL MEETING

ANNOUNCEMENT OF 24 MARCH 2017 OF THE MANAGEMENT BOARD OF ALIOR BANK S.A. TO CONVENE EXTRAORDINARY GENERAL MEETING ANNOUNCEMENT OF 24 MARCH 2017 OF THE MANAGEMENT BOARD OF ALIOR BANK S.A. TO CONVENE EXTRAORDINARY GENERAL MEETING The Management Board of Alior Bank Spółka Akcyjna ( the Bank ), acting pursuant to Article

More information

Warsaw, 1 st March :57:45. Zakłady Urządzeń Komputerowych Elzab Spółka Akcyjna

Warsaw, 1 st March :57:45. Zakłady Urządzeń Komputerowych Elzab Spółka Akcyjna Zakłady Urządzeń Komputerowych Elzab Spółka Akcyjna Warsaw, 1 st March 2016 11:57:45 Information ELZAB S.A. on the state of application of the recommendations and principles contained in the ECR Best Practice

More information

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE IN ULMA CONSTRUCCION POLSKA S.A. IN 2012

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE IN ULMA CONSTRUCCION POLSKA S.A. IN 2012 STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE IN ULMA CONSTRUCCION POLSKA S.A. IN 2012 The Management Board of ULMA Construccion Polska S.A. applies the principles of corporate governance included

More information

Announcement of October 30 th, 2018 of the Management Board of Alior Bank S.A. to convene the Extraordinary General Meeting

Announcement of October 30 th, 2018 of the Management Board of Alior Bank S.A. to convene the Extraordinary General Meeting Announcement of October 30 th, 2018 of the Management Board of Alior Bank S.A. to convene the Extraordinary General Meeting The Management Board of Alior Bank Spółka Akcyjna ( the Bank ), acting pursuant

More information

Report on activities of the Supervisory Board of Bank Millennium S.A. in 2013 ( The Report )

Report on activities of the Supervisory Board of Bank Millennium S.A. in 2013 ( The Report ) Attachment No. 1 to Resolution of the Supervisory Board of Bank Millennium S.A. of 13 March 2014 Report on activities of the Supervisory Board of Bank Millennium S.A. in 2013 ( The Report ) Contents of

More information

Supervisory Board Charter of the Audit Committee

Supervisory Board Charter of the Audit Committee Adopted by the Supervisory Board on September 8, 2004 Amendment approved by the Supervisory Board December 8, 2009 Amendment approved by the Supervisory Board June 18, 2014 Amendment approved by the Supervisory

More information

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 24 April 2013 PROXY MODEL

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 24 April 2013 PROXY MODEL Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 24 April 2013 PROXY MODEL If you wish to be represented at these Meetings, you should return this form

More information

Corporate Governance at AMG

Corporate Governance at AMG Corporate Governance at AMG 21 March 2018 1 Content 1. ANNUAL ACCOUNTS AND DIVIDENDS... 3 2. SHARES AND SHAREHOLDERS RIGHTS... 4 3. PREFERENCE SHARES... 5 4. STICHTING CONTINUÏTEIT AMG... 5 5. VOTING RIGHTS...

More information

German Corporate Governance Code

German Corporate Governance Code [Please note: Amendments to the Code compared with the version dated November 07, 2002 are highlighted in bold print and underlined] Government Commission German Corporate Governance Code Foreword This

More information

Bylaws. for the Supervisory Board of Siemens Aktiengesellschaft. Version dated September 20, 2017

Bylaws. for the Supervisory Board of Siemens Aktiengesellschaft. Version dated September 20, 2017 s This edition of our Bylaws for the Supervisory Board, prepared for the convenience of English-speaking readers, is a translation of the German original. In the event of any conflict the German version

More information

S.C. TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA S.A.

S.C. TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA S.A. CONVOCATION The Administration Council of S.C. THR Black Sea S.A. with the headquarters in the locality Mangalia, Lavrion Street no, 29, Constanta district, having J13/696/1991, sole registration code

More information

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 17 May 2017 PROXY MODEL

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 17 May 2017 PROXY MODEL Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 17 May 2017 PROXY MODEL If you wish to be represented at these Meetings, you should return this form

More information

CORPORATE GOVERNANCE STATEMENT 2018

CORPORATE GOVERNANCE STATEMENT 2018 CORPORATE GOVERNANCE STATEMENT 2018 About the management Fellow Finance Plc is a Finnish limited liability company. The responsibilities and obligations of the company s management bodies are determined

More information

PROMIGAS S.A. E.S.P. REGULATIONS OF THE GENERAL SHAREHOLDERS' MEETING

PROMIGAS S.A. E.S.P. REGULATIONS OF THE GENERAL SHAREHOLDERS' MEETING PROMIGAS S.A. E.S.P. REGULATIONS OF THE GENERAL SHAREHOLDERS' MEETING In order to ensure that the General Assembly of Shareholders achieves its objectives, the performance of its functions, facilitate

More information

ECKERT & ZIEGLER BEBIG SA A public limited liability company offering its securities to the public Zone Industrielle C 7180 Seneffe

ECKERT & ZIEGLER BEBIG SA A public limited liability company offering its securities to the public Zone Industrielle C 7180 Seneffe ECKERT & ZIEGLER BEBIG SA A public limited liability company offering its securities to the public Zone Industrielle C 7180 Seneffe VAT BE 0457.288.682 RLE Charleroi (the "Company") POWER OF ATTORNEY Pursuant

More information

Report of the Supervisory Board of Asseco Poland S.A. on its activities in the year 2015 ( Report )

Report of the Supervisory Board of Asseco Poland S.A. on its activities in the year 2015 ( Report ) Report of the Supervisory Board of Asseco Poland S.A. on its activities in the year 2015 ( Report ) This Report contains: 1. Summary of activities undertaken by the Supervisory Board (the Board ) and the

More information

Mitsubishi Estate Co., Ltd. CORPORATE GOVERNANCE GUIDELINES

Mitsubishi Estate Co., Ltd. CORPORATE GOVERNANCE GUIDELINES Please note that the following is an unofficial English translation of the Japanese original text of the Mitsubishi Estate Co., Ltd. Corporate Governance Guidelines. The Company provides this translation

More information

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE

ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE ANGLOGOLD ASHANTI LIMITED Registration No. 1944/017354/06 ( AGA or the Company ) REMUNERATION AND HUMAN RESOURCES COMMITTEE TERMS OF REFERENCE APPROVED BY THE BOARD OF DIRECTORS ON 16 FEBRUARY 2018 1.

More information

INTERSPORT POLSKA S.A

INTERSPORT POLSKA S.A RESOLUTION NO 1 concerning election of the Chairman of the General Assembly Ordinary Assembly of Shareholders of the company operating under the name INTERSPORT Polska Joint Stock Company based in Cholerzyn

More information

CORPORATE GOVERNANCE POLICY

CORPORATE GOVERNANCE POLICY CORPORATE GOVERNANCE POLICY I - PRINCIPLES AND VALUES 1 GOVERNANCE PRINCIPLES Saferoad Holding ASA ( Saferoad or the Company ) considers good corporate governance to be a prerequisite for value creation

More information

Report of the Supervisory Board of ING Bank Śląski S.A. on their operations for 2011 with self-assessment of the Supervisory Board

Report of the Supervisory Board of ING Bank Śląski S.A. on their operations for 2011 with self-assessment of the Supervisory Board Report of the Supervisory Board of ING Bank Śląski S.A. on their operations for 2011 with self-assessment of the Supervisory Board Pursuant to 19 item 5 of the Charter of ING Bank Śląski S.A., Members

More information

SUMMARY REPORT OF THE VOTES ON THE AGENDA OF THE MEETING

SUMMARY REPORT OF THE VOTES ON THE AGENDA OF THE MEETING FINECOBANK S.P.A. ORDINARY AND EXTRAORDINARY MEETING APRIL 11, 2017 SUMMARY REPORT OF THE VOTES ON THE AGENDA OF THE MEETING 1 ORDINARY AND EXTRAORDINARY MEETING April 11, 2016 Attendance to the meeting:

More information

AUDIT COMMITTEE TERMS OF REFERENCE

AUDIT COMMITTEE TERMS OF REFERENCE AUDIT COMMITTEE TERMS OF REFERENCE These terms of reference (the Terms of Reference) of the audit committee (the Audit Committee) have been established by the supervisory board (the Supervisory Board)

More information

GENERAL RULES FOR PUBLISHING ADVERTISEMENTS IN GAZETA.PL

GENERAL RULES FOR PUBLISHING ADVERTISEMENTS IN GAZETA.PL GENERAL RULES FOR PUBLISHING ADVERTISEMENTS IN GAZETA.PL 1 General rules for publishing advertisements in Gazeta.pl I. DECLARATION OF THE PUBLISHER Agora S.A. the owner of the Gazeta.pl web portal and

More information

MANAGEPAY SYSTEMS BERHAD (Company No D)

MANAGEPAY SYSTEMS BERHAD (Company No D) TERMS OF REFERENCE OF AUDIT COMMITTEE 1. OBJECTIVE The objective of the Audit Committee is to assist the Board of Directors in fulfilling the following oversight objectives on the Group activities:- 1.1

More information

German Corporate Governance Code

German Corporate Governance Code as amended on June 12, 2006 (convenience translation) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory

More information

Terms of Reference Audit Committee. Adyen N.V.

Terms of Reference Audit Committee. Adyen N.V. Terms of Reference Audit Committee Adyen N.V. 4 June 2018 Contents Contents... 2 Introduction... 2 1 Composition... 2 2 Duties and Powers... 2 3 Duties regarding the External Auditor... 4 4 Meetings...

More information

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 16 May 2018 PROXY MODEL

Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 16 May 2018 PROXY MODEL Ordinary and Extraordinary General Meetings of Shareholders of ageas SA/NV to be held in Brussels on 16 May 2018 PROXY MODEL If you wish to be represented at these Meetings, you should return this form

More information

1 Content 1. Makeup of the Supervisory Board... 2 2. Supervisory Board Meetings in 2011... 2 3. Attendance the Supervisory Board Meetings and General Shareholders Meetings... 2 4. Information on performance

More information

MERGER AGREEMENT. I. Introductory Provisions. Article 1

MERGER AGREEMENT. I. Introductory Provisions. Article 1 Pursuant to Articles 512 and 513 of the Companies Act ------------------------------------------------------------ PLAVA LAGUNA dioničko društvo za ugostiteljstvo i turizam, with registered office at Rade

More information

GOVERNANCE BODIES AND COMMITTEES AND THEIR FUNCTION

GOVERNANCE BODIES AND COMMITTEES AND THEIR FUNCTION Reporting regarding the recommendations from the Danish Committee on Corporate Governance (Statutory Corporate Governance Report for 2015, cf. art. 107b of the Danish Financial Statements Act) This report

More information

Corporate Governance 2014 FINNLINES

Corporate Governance 2014 FINNLINES Corporate Governance 2014 FINNLINES FINNLINES PLC CORPORATE GOVERNANCE STATEMENT Finnlines Plc applies the guidelines and provisions of the Finnish Limited Liability Companies Act, the NASDAQ OMX Helsinki

More information

CORPORATE GOVERNANCE CODE

CORPORATE GOVERNANCE CODE CORPORATE GOVERNANCE CODE 2014 1 Contents Foreword Chapter 1.Basis for corporate governance Chapter 2.Shareholders rights Chapter 3.Professional investors Chapter 4.Shareholders meeting Chapter 5.Board

More information

Enactment of the Corporate Governance Policy

Enactment of the Corporate Governance Policy [Unofficial Translation] June 1, 2015 Koichiro Watanabe President and Representative Director The Dai-ichi Life Insurance Company, Limited Code: 8750 (TSE First section) Enactment of the Corporate Governance

More information

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail. PARQUES REUNIDOS SERVICIOS CENTRALES, S.A. RULES GOVERNING THE RIGHT OF ATTENDANCE, PROXY REPRESENTATION AND REMOTE VOTING RIGHT OF ATTENDANCE Shareholders may attend the General Shareholders Meeting whatever

More information

KINGDOM OF SAUDI ARABIA. Capital Market Authority. Corporate Governance Regulations

KINGDOM OF SAUDI ARABIA. Capital Market Authority. Corporate Governance Regulations KINGDOM OF SAUDI ARABIA Capital Market Authority Corporate Governance Regulations English Translation of the Official Arabic Text Issued by the Board of the Capital Market Authority Pursuant to Resolution

More information

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES 1 GOVERNANCE PRINCIPLES BerGenBio ASA ( BerGenBio or the Company ) considers good corporate governance to be a prerequisite for value creation and trustworthiness and for

More information

RESOLUTION NO. 185/X/2018 OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A. dated May 17th 2018

RESOLUTION NO. 185/X/2018 OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A. dated May 17th 2018 RESOLUTION NO. 185/X/2018 OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A. dated May 17th 2018 concerning Report of the Supervisory Board on assessment of the Directors Report on Grupa Azoty S.A. s and the

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 1st January 2016)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 1st January 2016) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 1st January 2016) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

Corporate Governance Policies

Corporate Governance Policies Corporate Governance Policies 1/4/2018 Partial Revision and enforcement 1/10/2015 Establishment Kurita Water Industries Ltd. Table of contents 1.Basic Concept...2 2.Basic Policies...2 (1) Ensuring the

More information

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLES CORPORATE GOVERNANCE PRINCIPLES 1 GOVERNANCE PRINCIPLES Crayon considers good corporate governance to be a prerequisite for value creation and trustworthiness, and for access to capital. In order to secure

More information

PKN ORLEN report regarding the application of corporate governance rules in 2007

PKN ORLEN report regarding the application of corporate governance rules in 2007 PKN ORLEN report regarding the application of corporate governance rules in 2007 1 TABLE OF CONTENTS 1. Indication of the corporate governance rules which were not applied by PKN ORLEN in 2007... 2 2.

More information

BMW Group Corporate Governance Code. Principles of Corporate Governance.

BMW Group Corporate Governance Code. Principles of Corporate Governance. BMW Group Corporate Governance Code. Principles of Corporate Governance. (English convenience translation of German original) - 2 - Contents Page Introduction 3 1. Shareholders and Annual General Meeting

More information

SPIRE HEALTHCARE GROUP PLC (THE COMPANY) AUDIT AND RISK COMMITTEE - TERMS OF REFERENCE

SPIRE HEALTHCARE GROUP PLC (THE COMPANY) AUDIT AND RISK COMMITTEE - TERMS OF REFERENCE SPIRE HEALTHCARE GROUP PLC (THE COMPANY) AUDIT AND RISK COMMITTEE - TERMS OF REFERENCE adopted by the Board on 3 July 2014 and amended on 15 December 2016 1. BACKGROUND 1.1 The board of directors of the

More information

AIB Group plc (Holding Company)

AIB Group plc (Holding Company) AIB Group plc (Holding Company) Board Risk Committee Terms of Reference Approved by the AIB Group plc Board on 22 February 2018 Office of the Group Company Secretary 1 (A) (B) (C) References in this document

More information

8 ( ) Enclosure No.8 (C)

8 ( ) Enclosure No.8 (C) 8 ( ) Enclosure No.8 (C). ( ก (Custodian) ก ) ก ก ก ก ก ( 5)..2550 PROXY FORM C (FOR FOREIGN SHAREHOLDER APPOINTING CUSTODIAN IN THAILAND) According to Regulation of Department of Business Development

More information