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Regulations of the General Assembly

   

§ 1
General Provisions

  1. These Regulations sets forth an organization and course of meetings of the Ordinary and Extraordinary General Assembly of Mining Tools And Equipment Factories Capital Group FASING Plc.
  2. The General Assemblies debate in accordance with the rules under the Code of Commercial Companies, the Company’s Articles of Association and these Regulations, and with respect to the corporate governance rules established for the listed companies.

§ 2
Convening of the General Assembly meeting
 

  1. The Ordinary General Assembly meeting shall be convened by the Board of Directors.
  2. The Supervisory Board shall be empowered to convene the Ordinary General Assembly meeting, if the Board of Directors fails to convene it within a period set forth in the Articles of Association.
  3. The Extraordinary General Assembly meeting shall be convened by: 
    a) the Board of Directors on its own initiative,
    b) the Board of Directors on application of the shareholders representing at least one twentieth of the initial capital, within 2 weeks of the application submission date, 
    c) the Supervisory Board if it thinks it is recommended to do so,
    d) the Shareholders representing at least one half of the initial capital or at least a half of the whole votes in the company.

§ 3
Request of convening the Extraordinary General Assembly meeting by the Shareholders 

  1. A Shareholder or Shareholders representing at least one twentieth of the initial capital may request to convene the Extraordinary General Assembly meeting as well as place particular matters in the agenda. Such a request and its justification shall be submitted to the Board of Directors in writing or in electronic form within one month prior to the proposed date of the General Assembly meeting.
  2. The General Assembly convened on application of the Shareholders shall be held on the date indicated in the application, and shall there occur any impediments, it shall be held at the earliest convenience enabling a resolution of the submitted matters.
  3. If within two weeks of the date of submitting the application to the Board of Directors, the Extraordinary Assembly meeting is not convened, the Shareholders who submit the application may be authorized by the Registration Court to convene the General Assembly.

§ 4
Announcement

  1. The General Assembly meeting shall be convened through the announcement on the company’s website and in a manner stipulated for announcing current information in accordance with the regulations of the public offering and terms and conditions of implementing financial instruments to the organized trade system, and of public companies. 
  2. The announcement as referred to in the above section shall be published at least 26 days prior to the date of the General Assembly meeting.
  3. The announcement of convening  the General Assembly meeting shall conform to the requirements stipulated in art. 4022 of the Code of Commercial Companies and shall include at least information indicated in this regulation.
  4. In the case of an intended amendment of the Articles of Association, so far binding provisions and proposed amendments shall be quoted. Shall this be justified by a considerable scope of the intended amendments, the announcement shall include a draft of the new unified text of the Articles of Association, with a list of new or amended provisions of the Articles of Association. 
  5. The company has its own website and beginning from the date of convening the General Assembly meeting publishes there the following:
    a) The announcement of convening the General Assembly meeting,
    b) Information of the general number of shares in the company and a number of votes from these shares at the announcement date,
    c) Documentation which should presented on the General Assembly meeting,
    d) Drafts of resolutions or, if the resolutions are not planned to be passed, remarks to the Board of Directors or the Supervisory Board concerning the matters introduced to the agenda of the General Assembly meeting or matters that are supposed to be introduced to the agenda prior to the date of the General Assembly meeting,
    e) Forms enabling the execution of the right to vote through a proxy, if they are not sent directly to all shareholders. 

§ 5
Participation in the General Assembly meeting

  1. Only those persons are authorized to participate in the General Assembly meeting, who are the shareholders of the company 16 days prior to the date of  the General Assembly meeting (a date of the registration of a participation on the General Assembly meeting).
  2. Bearer shares being in a form of a document give the right to participate in the general assembly of the public company, if the documents of shares are submitted in the company not later that on the day of the registration of a participation in the General Assembly meeting and are not collected before the end of that day. A certificate of which it is said in art. 4023 of the Code of Commercial Companies may be submitted instead of the shares.
  3. Not earlier than after an announcement of convening the General Assembly meeting and not later than one weekday after the stipulated record date, the shareholders submit to the entities running their accounts of securities, a request of issuing personal certificate constituting a base of placing the shareholder on the list of authorized persons to participate in the General Assembly meeting. The entity issues a personal certificate for the shareholder with a right to participate in  the general assembly meeting of a company – a scope of information included in the a.m. personal certificates is stipulated in the art. 4063 of the Code of Commercial Companies.
  4. The Members of the Supervisory Board and the Board of Directors shall be present at the General Assembly and those who are absent shall submit a written justification.
  5. The expert auditor shall be present at the Ordinary General Assembly meeting and at the Extraordinary General Assembly meeting, if the financial matters of the Company are supposed to be the subject of the meeting. 
  6. The members of the Company’s authorities whose mandates expired prior to the date of the General Assembly meeting and the persons invited by the Board of Directors, are allowed to take part in the General Assembly meeting.
  7. The Members of the Supervisory Board and the Board of Directors and the Company’s expert auditor shall provide the General Assembly participants with explanations and information concerning the Company, within their competences and in the scope necessary to resolve the matters, being the subject of the meeting, taking into consideration the legal regulations on the public companies.
  8. The Company shall enable the representatives of mass media to be present at the General Assembly meeting. Such a decision is taken by the General Assembly, on the procedural application submitted in this subject.

§ 6
Shareholders list

  1. A list of the authorized persons from the bearer shares to participate in the general assembly meeting of a public company is stipulated on the basis of shares submitted in the company in accordance with § 5 sec. 2 of the Regulations and a list prepared by the entity running a deposit of the securities in accordance with the regulations of the  financial instruments’ trade.
  2. The entity running a deposit of the securities prepare a list, of which it is said in § 6 sec. 1, on the basis of the lists submitted not later than twelve days prior to the date of the General Assembly meeting by the entities authorized in accordance with the regulations of the  financial instruments’ trade.
  3. The entity running a deposit of the securities makes a list as referred to in § 6 sec. 1 available to the public company, with the use of electronic communication means not later that one week prior to the date of the General Assembly meeting. If the list cannot be made available in this manner for technical reasons, the entity running a deposit of the securities shall issue it in a form of a document made in a written form, not later than six days prior to the General Assembly meeting; delivery of the document shall take place in the seat of the organ managing the entity.
  4. At least 3 working days prior to the date of the General Assembly meeting, the Board of Directors shall prepare and present at the Boards’ location a list of the Shareholders authorized to the participation in the General Assembly meeting; the list shall contain names and surnames or the firms (firm names) of the authorized persons, their addresses, a quantity, type and the numbers of the shares, and the quantity of votes they are entitled to.
  5. The Shareholder may request a copy of the list of shareholders to be sent to him or her free of charge by electronic mail, giving the address to which the list shall be sent to.

§ 7
Form of participation

  1. The Shareholders are allowed to participate in the General Assembly meeting and execute their right to vote personally or through their proxies.
  2. The authorization shall be granted in a written or electronic form. Granting the authorization in the electronic form does not require a safe electronic signature verified by a valid qualified certificate.
  3. The proxy shall submit his or her authorization upon signing the attendance list. 
  4. The persons acting on behalf of the Shareholders being legal persons as the members of the authorities shall prove their representation right with a certified copy of the National Court Register.
  5. The proxy shall perform all the rights of the shareholder on the General Assembly meeting, unless the authorization states otherwise. 
  6. The proxy has the right to grant a further authorization, if it results from the authorization content.
  7. The proxy has the right to represent more than one shareholder and vote differently from each shareholder’s share.
  8. The shareholder owning shares registered in more than one securities’ account has the right to appoint separate proxies to perform the rights from the shares registered on each of the accounts.

§ 8
Opening of the General Assembly meeting

  1. The General Assembly meeting shall be opened by the Chairman of the Supervisory Board or his/her deputy; shall these persons be absent, the General Assembly meeting shall be opened by the President of the Board of Directors or a person designated by the Board.
  2. The person opening the General Assembly meeting shall conduct elections of the Chairman from among the persons authorized to participate in the General Assembly meeting. 
  3. Immediately after the election of the Chairman, a list of the participants of the General Assembly meeting including a number of shares and a number of votes ascribed to them, shall be prepared and presented during the meeting. 
  4. The General Assembly meeting is valid regardless of the number of shares represented.

§ 9
Election of the committees

  1. Credentials committee
    The Credentials Committee consisting of at least three persons shall be elected on the motion of the Shareholders owning one tenth of the initial capital represented on the General Assembly meeting, Authors shall have the right to elect one member of the Credentials Committee. The Credentials Committee shall check the attendance list and make a decision on approving a person to participate in the General Assembly meeting.
  2. Returning Committee
    The Returning Committee shall conduct the vote and prepares reports on the voting results.
  3. Resolution and Applications Committee
    The General Assembly shall appoint, if necessary, the Resolution and Applications Committee for the preparation of the contents  resolutions and applications. 
  4. Only persons authorized to the participation in the General Assembly meeting shell be the members of the Resolution and Applications Committee. 
  5. The General Assembly shall stipulate the number of the committee members on a one-off basis.
  6. The election of the members of the Returning Committee shall be conducted by the Chairman and all the other elections by the Returning Committee.
  7. The same persons may be members of two different committees.

§ 10
Agenda

  1. The announced agenda is approved if no motion was put to amend it.
  2. The Chairman of the General Assembly meeting does not have the right, without the consent of the General Assembly, remove or change an order of the matters of the agenda.
  3. Introduction of new matters to the agenda is possible if the whole initial capital is represented and no attendant raises any objection.
  4. The motion to convene the Extraordinary General Assembly meeting and the procedural motions may be adopted, notwithstanding the fact that they were not included in the agenda. 
  5. Only the issues connected with conducting the Assembly meeting shall be included in the voting over procedural matters. The resolutions that may influence exercising the rights of the Shareholders shall not be voted on in this mode.
  6. A resolution on abandoning examination of a matter included in the agenda may be adopted only in the case, when vital and factual reasons justify it. The motion in such the case shall be justified in detail.
  7. The General Assembly shall defeat the Shareholders’ motion on removing from the agenda or abandoning examination of the matter included in the agenda. 

§ 11
Course of the General Assembly meeting and a role of the Chairman

  1. Meetings of the General Assembly shall be presided over by the Chairman, who ensures a proper course of the meeting and respect for the rights and interests of all Shareholders.
  2. The Chairman shall state the validity of the Shareholders Assembly meeting, sign the attendance list and inform what amount of the initial capital is represented.
  3. The Chairman shall conduct the election of the Returning Committee.
  4. Upon the acceptance of the agenda, the Chairman allows participants to speak in order to discuss the matters under the agenda. 
  5. The Chairman shall counteract the abuse of the rights by the participants of the Assembly meeting and ensure respecting the rights of the minority Shareholders.
  6. The Chairman shall read the draft resolution and put it to the vote.
  7. After counting the votes by the Returning Committee, the Chairman shall announce the voting results and state that the resolution has been adopted or rejected because the required majority has not been obtained.
  8. The resolutions of the General Assembly shall be recorded by the notary. 
  9. The persons raising objections to the resolution shall have an opportunity to justify their objections. On the request of the participant of the General Assembly meeting, his/her written statement shall be included in the minutes.
  10. The Board of Directors or the Chairman shall formulate the resolutions in such a way, that each entitled person, who does not agree with the matter of settlement being the subject of the resolution, had the opportunity to appeal against it. 
  11. Neither the Company’s authority nor the Chairman are entitled to settle the matters that shall be subjects of court decisions.
  12. The Chairman shall not resign from his function without important reasons. He is also not entitled to delay signing the minutes of the General Assembly without justified reasons.

§ 12
Voting procedure

  1. A share gives the right to one vote at the General Assembly. The Shareholder has the right to vote differently with each owned share.   
  2. Voting shall be conducted by open ballot.
  3. The voting on the resolutions concerning amendments to company’s business activity shall be adopted in an open and roll-call vote.
  4. In case of elections or in case of the motion to remove members of the company’s authority or liquidators or in case to call them to account as well as in private matters voting by secret ballot shall be ordered.
  5. Secret ballot shall be ordered on the request of even one shareholder present or represented at the General Assembly.
  6. The General Assembly may adopt a resolution to revoke the secrecy of voting at the election of the committee appointed by the General Assembly.
  7. If a proxy on the General Assembly meeting is a member of the Board of Directors, a member of the Supervisory Board, a liquidator, an employee of the public company or a member of the organs or an employee of a company or a cooperative dependant on this company, an authorization may empower to the representation on only one General Assembly meeting. The proxy has the obligation to reveal to the shareholder any circumstances that indicate an occurrence or a possibility of occurrence of a conflict of interests. Granting of a further proxy is excluded.
  8. The proxy, as referred to in § 12 sec. 7, shall vote in accordance with instructions given by the shareholder.
  9. The shareholder has the right to vote  as a proxy while passing resolutions concerning his or her responsibilities towards the company on any account whatsoever, including granting a vote of approval, absolving of the obligation towards the company or a conflict between him or her and the company, subject to provisions § 12 sec. 7 and 8 of these Regulations.

§ 13
Rules of conducting elections of the Members of the Supervisory Board

  1. Election of the members of the Supervisory Board is conducted by the Returning Committee, from among candidates proposed by the Shareholders. It does not concern members of the Supervisory Board designated by the shareholder, whom such a right was granted in the Articles of Association of the Company.
  2. With the motion of the Shareholders representing at least one fifth of the initial capital, the election of the Supervisory Board is conducted in a voting by separate groups. In such a case, representatives of each group will be elected proportionally to the Retuning Committee. 
  3. A member of the Supervisory Board shall have adequate education and professional experience, represent a high moral level  and shall have time to perform his/her functions appropriately. 
  4. A candidate for a member of the Supervisory Board shall submit a statement of willingness to perform this function and a statement of unpunishability for the offences as listed in Art. 18 of the Code of Commercial Companies.  

§ 14
Voting procedure

  1. The resolutions of the General Assembly shall be adopted with the absolute majority of votes, unless the Articles of Association or the Code of Commercial Companies state otherwise. 
  2. The absolute majority of votes shall be understood as more than one half of the votes cast.
  3. The votes cast are the votes “in favour”, “against” or “abstaining”.
  4. The resolutions of the General Assembly concerning the amendments of the company’s business activity shall be adopted by a majority of two thirds of the votes in the presence of persons representing at least one half of the initial capital.
  5. The resolutions of the General Assembly shall by adopted by a majority of three quarters of the votes in the following matters:
    a) of the Articles of Association,
    b) issuing convertible bonds and bonds with the priority rights,
    c) sale of the Company’s enterprise or its organized entity,
    d) reduction of the initial capital,
    e) cancellation of the shares with the provision that, if at least one half of the initial capital is represented at the General Assembly, an ordinary majority of votes is sufficient to adopt a resolution,
    f) dissolution of the Company.

§ 15
Adjournment of the General Assembly

  1. In justified cases the Chairman is entitled to announce short adjournments which shall not hinder the exercise of the rights by the Shareholders.
  2. The General Assembly is entitled to order the adjournment by a majority of two thirds of the votes. The adjournments may not last longer that 30 minutes in total.

§ 16
Canceling of the General Assembly

  1. Canceling of the General Assembly meeting, in the agenda of which specific matters were placed on the application of the entitled subjects or which was convened on such application, is possible only upon the applicants approval.
  2. In other cases, the General Assembly meeting may be canceled, if there are extraordinary impediments for it to take place (force majeure) or is obviously pointless.
  3. Procedure of canceling the General Assembly meeting shall be the same as the convening procedure, ensuring the least possible negative effects on the Company and the Shareholders.  
  4. The procedure of changing a date of General Assembly meeting shall be the same as canceling procedure, even if the proposed agenda is not amended.

§ 17
Final provisions

  1. The Chairman states the General Assembly meeting closed after the agenda is exhausted.
  2. An amendment to these Regulations may take place as authorized by the resolution of the General Assembly of the Company’s Shareholders.
  3. Shall the Regulations be amended by the General Assembly, the Board of Directors is obliged to prepare a unified text of the amended Regulations.