Restrictions on exercising voting rights
Restrictions on exercising voting rights are laid down in § 10 of the company’s Articles of Association and are available on the company’s website.
Restrictions on exercising voting rights:
- The voting rights of shareholders holding over 10% of the company’s total votes are limited so that no shareholder may exercise more than 10% of the total votes in the company at a Shareholder Meeting.
- The restriction on exercising voting rights mentioned in clause 1 above does not apply to the State Treasury and entities it controls in the period during which the State Treasury and the entities it controls hold a number of the company’s shares entitling them to exercise at least 25% of the total votes in the company.
- Votes of shareholders in a parent/subsidiary relationship in the meaning of § 10 of the Articles of Association (Shareholder Cluster) are totaled; in case the total number of their votes exceeds 10% of the total votes in the company it is subject to reduction. The rules of totaling and reducing votes are defined in clauses 6 and 7 below.
- A shareholder in the meaning of § 10 of the Articles of Associations is any party (entity), including its parent or subsidiary, entitled directly or indirectly to voting rights at a Shareholder Meeting under any legal title; it is also applicable to a party (entity) that does not hold the company’s shares, and in particular to a user, lien holder, party (entity) entitled on the basis of a depositary receipt under regulations of the Act of July 29, 2005 on financial instruments trading, as well as a party (entity) entitled to take part in a Shareholder Meeting in spite of disposing its shares after the date of establishing (registering) the right to take part in a Shareholder Meeting.
- A parent or subsidiary, for the purposes of § 10 of the Articles of Association, is understood, accordingly, as a party (entity):
- having the status of a controlling undertaking, controlled undertaking or, at the same time, the status of a controlling undertaking and a controlled undertaking in the meaning of the Act of February 16, 2007 on competition and consumer protection, or
- having the status of a parent, higher level parent, subsidiary, lower level subsidiary, co-controlled company or one that has both the status of a parent (including a higher level parent) and the status of a subsidiary (including a lower level subsidiary and a co-controlled company) in the meaning of the Accounting Act of September 29, 1994, or
- which has a controlling influence (a parent) or is under controlling influence (a subsidiary) in the meaning of the Act of September 22, 2006 on the transparency of financial relationships between public bodies and public undertakings and on financial transparency of some undertakings, or
- whose votes due to the company’s shares owned directly or indirectly are totaled with votes of another party (entity) or other parties (entities) on conditions defined in the Act of July 29, 2005 on a public offering and conditions of introducing financial instruments to an organized trading system and on public companies in connection with holding, disposing or acquiring large blocks of the company’s shares.
- Votes are totaled by adding up the number of votes held by individual shareholders that are members of a Shareholder Cluster.
- Reducing votes means diminishing the total number of votes shareholders that are members of a Shareholder Cluster are entitled to exercise at a Shareholder Meeting to 10% of the total votes in the company. Votes are reduced in accordance with the following rules:
- the number of votes the shareholder holding the largest number of votes in the company among the shareholders belonging to the Shareholder Cluster is reduced by a number of votes equal to the surplus above 10% of the total votes held by all shareholders belonging to the Shareholder Cluster,
- if, despite deducting these shares, the total number of votes held by shareholders belonging to the Shareholder Cluster exceeds 10% of the total votes in the company, the votes held by other shareholders belonging to the Shareholder Cluster are further reduced. Individual shareholders’ votes are sequentially on the basis of the number of votes held by individual shareholders belonging to the Shareholder Cluster (from highest to lowest). Votes are further reduced until the total number of votes held by shareholders belonging to the Shareholder Cluster does not exceed 10% of the total votes in the company,
- in any case a shareholder whose voting rights are reduced has the right to exercise at least one vote,
- the restriction on voting rights also apply to a shareholder absent from a Shareholder Meeting.
- Each shareholder intending to take part in a Shareholder Meeting, in person or through a proxy, is obliged, without the separate notice mentioned in clause 9 below, to notify the Management Board or the Shareholder Meeting Chair that she/he holds, directly or indirectly, more than 10% of the total votes in the company.
- Notwithstanding the provisions of clause 8 above, in order to establish the basis for totaling and reducing votes, the shareholders, Management Board, Supervisory Board and individual members of such bodies have the right to demand that a company shareholder provide information on whether she/he is a party (entity) with the status of a parent or subsidiary of another shareholder in the meaning of § 10 of the Articles of Association. The entitlement mentioned in the preceding sentence also includes the right to demand disclosure of the number of votes a company’s shareholder holds on its own or jointly with other shareholders.
- A party (entity) that fails to fulfill or fulfills the reporting duty mentioned in clauses 8 and 9 above improperly, is, until the failure to fulfill the reporting duty is remedied, able to vote only one share; the votes cast on other shares by such party (entity) is null and void.