The Supervisory Board (“SB”) exercises permanent supervision of all the Company’s activities, whereby the SB members my inspect Company’s entire documentation and request information from the Executive Board (“EB”) as well as Company’s employees.

Division of Duties: The SB members act jointly, whereby SB may delegate individual SB members to undertake certain supervision activities. The SB duties include in particular evaluating annual financial statements, annual EB reports and motions of the EB concerning decisions on the Company’s profits or losses. The SB provides the General Meeting (“GM”) with an annual written report on the results of such evaluation. [...] The Articles of Association (“AoA”) may extend the scope of SB’s duties and provide inter alia for SB reserved matters, where the EB members are obliged to get the SB’s approval. The powers of the SB also include suspending, for significant reasons, individual or all EB members from their duties and delegating SB members, for a period no longer than 3 months, so that they temporarily perform the duties of those EB members who were dismissed, who resigned or who are incapable of performing their duties for other reasons. The SB is not entitled to issue binding instructions for EB members. The SB members cannot represent the Company vis-à-vis third parties, except in agreements or disputes with EB members.

Composition: The SB must consist of at least 3 members (with no applicable maximum unless otherwise determined in the AoA). All SB members must be physical persons with full legal capacity and not convicted for crimes specifically indicated in the Polish Commercial Companies Code. It is not possible for an EB member to act simultaneously as an SB member. The same restrictions apply to commercial proxy, liquidator, manager of company’s branch office or certain persons employed by the Company.

Appointment/Dismissal Competence: SB members are generally appointed by way of a Shareholders’ Resolution (absolute majority of votes) at a GM. The AoA may also provide for nomination rights of certain Shareholders. Dismissal of SB members  may be achieved through a Shareholders’ Resolution (absolute majority of votes, unless AoA states otherwise). SB members nominated by individual Shareholders may also be dismissed by such Shareholders in their sole discretion. Generally, no minimum term applies to the SB members, but their term of office cannot exceed the period of 5 years. A reappointment for another term can occur not earlier than one year before the end of the current term of office of the SB member. There exists a special appointment procedure of SB members to protect the interest of minority Shareholders. Upon application of the Shareholders representing at least 1/5 of the share capital, election of the SB by the GM may take place by voting in separate groups, even if the AoA provides for a different appointment rules. Shareholders may create groups by division of the total number of Shares represented at the GM by the number of the SB members to be appointed. Each group may than elect one SB member.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Poland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with WKB Wiercinski, Kwiecinski, Baehr before actually changing any board members in Poland.