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Homepage / About the Company / Company profile / Statement on the application of corporate governance principles / General Meeting

Company profile

 

The General Meeting of KGHM Polska Miedź S.A. is the Company’s highest authority. Annual or extraordinary meetings are held in accordance with the generally applicable laws, the Company’s Statutes and the Bylaws of the General Meeting. The Company’s corporate documents are available on its website.

 

The powers of the General Meeting include, in particular:

  • examination and approval of the report of the Management Board on the Company’s activity and the financial statements, including the consolidated financial statements of the Group, for the prior financial year;
  • adopting resolutions on the distribution of profits or coverage of losses;
  • acknowledgement of the fulfillment of duties by members of the Company’s authorities;
  • changes in the object of the Company’s activities;
  • amending the Company Statutes;
  • increasing or decreasing the share capital;
  • the method and terms of redemption of shares;
  • mergers, splits and reorganisation of the Company;
  • dissolving and liquidating the Company;
  • issuing convertible bonds or senior bonds;
  • consenting to the disposal and lease of an enterprise or of an organised part thereof, as well as the attachment of limited property rights to same;
  • all decisions relating to claims for redress of damage suffered during the foundation of the Company, or in the course of management or supervision of its activities;
  • purchase of the Company’s own shares to be offered to employees or persons who were employed by the Company or by related companies for a period of at least three years;
  • determining the remuneration of members of the Supervisory Board.

 

The schedule of work on the organisation of the Company’s General Meetings is planned in such a way as to ensure fulfillment of all obligations towards the shareholders and to facilitate the exercise of their rights.

 

In accordance with the Statutes of KGHM Polska Miedź S.A., the State Treasury may convene the Annual General Meeting if the Management Board does not do so within the statutory timeframe, as well as an Extraordinary General Meeting as and when needed.

 

Amendments to the Company Statutes require a resolution of the General Meeting and a constitutive entry in the National Court Register. Amendments to the Company Statutes are made by the General Meeting, in conformance with prevailing laws, in the manner and form prescribed by the Commercial Partnerships and Companies Code.

 

The Company conforms only with those provisions of the Commercial Partnerships and Companies Code pertaining to the holding of General Meetings and shareholder rights which are obligatory, i.e. those which concern the requirement of publication of announcements and materials for the General Meeting on the Company’s website and the use of electronic channels to contact the shareholders. The regulations which provide for the use of electronic communication channels to enable shareholders’ real-time participation in General Meetings using electronic means of communication are not applied.

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