LIETUVOS RESPUBLIKOS

LIETUVOS RESPUBLIKOS REPUBLIC OF LITHUANIA LAW ON COMPANIES 13 July 2000 No VIII-1835 (As last amended on 17 July 2009 – No XI-354) CHAPTER ONE GENERAL PROVISIONS Article 1.  Purpose of the Law 1. The Law shall regulate the incorporation, management, activities, reorganisation, transformation, split-off and liquidation of the companies having the legal form of public and private limited liability company, the rights and duties of the shareholders, as well as establishment of branches of foreign companies and termination of their activities. When the provisions of this Law apply both to a public and a private limited liability company, the term “company” shall be used. 2. The peculiarities of regulation of public limited liability companies not established by this Law, where the companies are considered as issuers of securities under the Securities Law, shall be laid down by the Law on Securities. The provisions of this Law regarding the companies whose shares are admitted to trading on the regulated market shall apply to the companies whose shares are admitted to trading in the Republic of Lithuania, any other EU member state or the regulated market functioning in the state belonging to the European Economic Area. 3. The provisions of this Law have been brought into line with the legal acts of the European Union listed in the Annex to this Law. Article 2.  Public Limited Liability Company and Private Limited Liability Company 1. The company shall be an enterprise whose authorised capital is divided into parts called shares. 2. The company shall be a private legal person with limited civil liability. 3. The amount of the authorised capital of the public limited liability company must be not less than LTL 150 000. Its shares may be offered for sale and traded in publicly in compliance with the legal acts regulating the securities market. 4. The authorised capital of the private limited liability company must be not less than LTL 10 000. It must have less than 250 shareholders. The shares of the private limited liability company may not be offered for sale and may not be traded in publicly unless the laws provide otherwise. 5. The name of the public limited liability company must include the words “akcinė bendrovė” (public limited liability company) defining its legal form or the acronym “AB”. The name of the private limited liability company must include the words “uždaroji akcinė bendrovė” (private limited liability company) defining its legal form or the acronym “UAB”. 6. The company’s written documents used in its relations with other persons, also the documents signed according to the procedure established by the Law on Electronic Signature and transmitted by means of electronic communications and the company’s Internet website, if the company has one, must contain the information specified in Article 2.44 of the Civil Code. 7. The registered office of the company must be situated in the Republic of Lithuania. 8. In its activities, the company shall be guided by the Articles of Association, the Civil Code, this Law and other laws and legal acts. Article 3.  Shareholders 1. Shareholders shall be natural and legal persons who have acquired shares in the company. 2. Each shareholder shall have such rights in the company as are incidental to the shares in the company owned by him. Under identical circumstances, all holders of shares of the same class shall have equal rights and duties. Article 4.  Articles of Association of a Company 1. 1 The Articles of Association of a company shall constitute a document governing the conduct of the company’s business. 2. The Articles of Association of a company must state: 1) the name of the company; 2) the legal form of the company (public limited liability company or private limited liability company); 3) the registered office of the company; 4) the purposes of the company, specifying its object of activity; 5) the amount of the company’s authorised capital; 6) the number of shares and their number according to class, their nominal value and the rights they carry; 7) the powers of the General Meeting of Shareholders, the procedure for convening the Meeting; 8) other organs of the company, their powers, the procedure for electing or removing from office their members; 9) the procedure for publishing the notices of the company; 10) the daily of the Republic of Lithuania in which public notices shall be published; 11) the procedure for presenting the company’s documents and other information to the shareholders; 12) the decision-making procedure as regards the establishment of branches and representative offices of the company, and appointment and removal from office of the heads of the company’s branches and representative offices; 13) the procedure for amending the Articles of Association of the company; 14) the company’s duration period if the company is established as a company of limited duration; 15) the date of signing of the Articles of Association. 3. The objects of the company activity shall be specified in the Articles of Association with a brief description of the character of the economic and commercial activities of the company. 4. The sample Articles of Association of a private limited liability company shall be approved by the Government or the institution authorised by it. 5. The Articles of Association of a company may also contain other provisions which are in conformity with this Law and other laws. 6. The powers of the General Meeting of Shareholders, the procedure for convening a Meeting, the powers of other organs of the company and the procedure for electing and removing from office their members need not be stated in the Articles of Association, unless the procedure and powers differ from those laid down in this Law and the Articles of Association expressly state so. 7. The Articles of Association of the company being incorporated must be signed by all the incorporators or their representatives before the statutory meeting. 8. The Articles of Association of the company being incorporated shall become invalid if they are not submitted to the Manager of the Register of Legal Entities within 6 months from the day of the signing thereof by all the incorporators. 9. Following the decision by the General Meeting of Shareholders to amend the Articles of Association of the company, the full text of the amended Articles of Association shall be drawn up and signed by the person authorised by the General Meeting of Shareholders. 10. The signature of the persons who signed the Articles of Association need not be notarised. Article 5. Parent Company and Subsidiary 1. A company shall be considered a parent company if it directly and/or indirectly holds a majority of the voting rights in another company which is its subsidiary or if it may directly or indirectly exercise a dominant influence on another company. 2. A company shall be deemed to directly hold a majority of the voting rights in another company if it has acquired shares in the other company granting it over 50% of voting rights at the General Meeting of Shareholders. 3. A company shall be deemed to indirectly hold a majority of the voting rights in a third company when it directly holds a majority of the voting rights in the company which directly or indirectly holds a majority of voting rights in the third company. 4. A company shall be deemed to be in the position to directly exercise a dominant influence on another company if it holds shares in that other company and: 1) has the right to elect or remove from office the manager, the majority of members of the Board or the Supervisory Board of that other company, or 2) holds a majority of voting rights in that other company under the agreements concluded with other shareholders. The proxy giving power to the company to represent another shareholder and to vote and make decisions on his behalf shall be a sufficient proof of such an agreement. 5. It shall be deemed that a company is in the position to indirectly exercise a dominant influence on a third company only provided that the company satisfies at least one of the following conditions: 1) the company is in the position to directly exercise a dominant influence on another company which directly or indirectly holds a majority of the voting rights in a third company or which may directly or indirectly exercise a dominant influence on a third company; 2) the company directly or indirectly holds a majority of the voting rights in another company which is in the position to directly or indirectly exercise a dominant influence on a third company; 3) together with the other companies in which the company concerned directly or indirectly holds a majority of voting rights or on which it may directly or indirectly exercise a dominant influence, the company holds a majority of voting rights in a third company or those other companies referred to in this subparagraph jointly hold a majority of the voting rights in a third company. CHAPTER TWO INCORPORATION OF THE COMPANY Article 6.  Incorporators 1. A company may be incorporated both by natural and by legal persons. 2. Every incorporator of a company must acquire shares in the company and become its shareholder. 3. The documents drawn up in the name of the company being incorporated and the documents connected with the incorporation of the company must be delivered by a transfer deed to the company manager within 7 days from the registration of the company. Article 7.  Memorandum of Association of a Company and the Act of Establishment 1. The Memorandum of Association shall be drawn up when the company is established by two or more incorporators. If the company is formed by one person only, the act of establishment shall be drawn up. 2. The Memorandum of Association of the company must indicate: 1) the incorporators (full name, personal number and place of residence of the natural person; the name of the legal person, legal form taken, its registration number, registered office, the register in which data relating to the person is accumulated and kept and the full name, personal number and place of residence of the representative of the legal person); 2) the name of the company being incorporated; 3) the persons who have the right to represent the company being incorporated and their rights and duties; 4) the amount of the company’s authorised capital; 5) the nominal value of shares, the share issue price; 6) the number of shares according to classes, the rights attached to the shares; 7) the number of shares acquired by each incorporator and the number of shares according to classes; 8) the procedure and time limits for the payment for the shares acquired by each incorporator, including the procedure and time limits for the payment of initial contributions; 9) each shareholder’s contribution made otherwise than in cash if payment for shares is made partly otherwise than in cash; 10) the time limits for convening the statutory meeting; 11) the procedure for submitting the documents of the company being incorporated and of information relating to the statutory meeting; 12) compensation of incorporation costs and remuneration for incorporation; 13) the procedure for concluding contracts in the name of the company being incorporated and for approving them; 14) the initial contribution repayment procedure, should the company be refused registration; 15) the date of the conclusion of the Memorandum of Association. 3. The Memorandum of Association may also contain other provisions which are not contrary to other laws. 4. The company’s Memorandum of Association shall be signed by all incorporators or persons authorised by them. 5. The Memorandum of Association of the company drawn up and signed in the manner laid down in this Article shall grant the right to open a savings account of the company being incorporated with a bank. 6. The Memorandum of Association of the company shall be submitted to the manager of the Register of Legal Entities together with the other documents prescribed by laws for the registration of the company. If the Memorandum of Association is amended prior to the registration of the company, the Memorandum of Association shall be submitted to the manager of the Register of Legal Entities together with the amendments. 7. The requirements laid down in paragraph 2 of this Article (subparagraphs 10 and 11 excluded) as stipulated for the company’s Memorandum of Association shall be applied to the contents of the act of establishment of the company. Paragraphs 3 to 6 of this Article shall also be applied to the act of establishment. 8. Sample forms of the act of establishment and Memorandum of Association of a private limited liability company shall be approved by the Government or the institution authorised by it. Article 8.  Subscription and Payment for Shares of the Company being Incorporated 1. The incorporators shall not conclude a separate share subscription agreement, the terms of the share subscription agreement shall be set out in the Memorandum of Association or the act of establishment. The Memorandum of Association of the company or the act of establishment shall also be treated as the share subscription agreement. 2. The shares of a company being incorporated must be fully paid up within the time period set in the Memorandum of Association or the act of establishment, which may not exceed 12 months from the date of signing of any of the above documents. 3. Paragraphs 1, 2, 3, 7, 10, 11 and 12 of Article 45 of this Law shall apply to the payment for shares of a company being incorporated. 4. The initial contributions for the shares subscribed for shall be paid within the time period set in the Memorandum of Association or the act of establishment into the savings account of the company being incorporated. The funds in the savings account may be used only after the registration of the company. 5. The initial contribution of each incorporator shall be paid in money's worth only. It must be not less than one quarter of the nominal value of the shares subscribed for by the incorporator plus the whole of any premium. 6. The total amount of initial contributions paid must be not less than the minimum the authorised capital of the company prescribed by Article 2 of this Law. 7. After the incorporation of the company the remaining part of the shares subscribed for by the incorporator may be paid for both in money's worth or by contributions made otherwise than in cash. 8. The contributions other than in cash which are intended for paying up for a part of shares must be valued by an independent asset valuer prior to the signing of the Memorandum of Association or act of establishment according to the procedure specified in the legal acts which regulate asset valuation. The valuation report shall, inter alia, indicate the following: 1) the person valuation of the assets whereof has been made (the full name, personal number and place of residence of the natural person; the name, legal form taken, code and registered office of the legal person); 2) description of every element of the assets the valuation whereof has been made; 3) description of the valuation methods used; 4) the number of shares to be acquired otherwise than for cash, the nominal value of a share and the share premium (the amount above the nominal value); 5) the conclusion whether or not the established value of the assets other than in cash corresponds to the number of shares to be issued for the contribution according to the sum of their nominal value and share premium (the amount above the nominal value). 9. The asset valuation report referred to in paragraph 8 of this Article shall be submitted to the incorporators. 10. The asset valuation report indicated in paragraph 8 of this Article must be submitted to the administrator of the Register of Legal Entities together with other documents required under law for the registration of the company. Article 9.  Statutory Report 1. After all initial contributions for the shares have been paid and the contributions other than in cash in which the shares in the company are partly paid have been evaluated, the statutory report of the company must be drawn up not later than 10 days before the statutory meeting. The statutory report shall indicate: 1) incorporation expenses; 2) the amount of the paid-up authorised capital; 3) the amount paid for shares; 4) the contributions other than in cash for the subscribed shares, the value of the contributions and reference to the reports of the valuers of assets who have performed the valuation of the contributions made otherwise than in cash; 5) the number of shares subscribed for by each incorporator, for which he has paid the initial contribution, also the number of the shares by classes; 6) incorporation expenses subject to reimbursement, remuneration for incorporation. 2. The statutory report shall be submitted to the manager of the Register of Legal Entities together with all other documents prescribed by law for the registration of a public limited liability company. Article 10.  Statutory Meeting 1. The statutory meeting must be convened before the registration of the company. 2. At the statutory meeting, each incorporator shall have the number of voting rights that are granted to him by the shares subscribed for by him. 3. The provisions on representation, establishment of the quorum, decision making and drawing up of the minutes as stipulated by this Law shall be applied to the statutory meeting (repeat statutory meeting included). 4. The statutory meeting shall approve the statutory report of the company, elect members of the company’s management bodies who are elected by the General Meeting of Shareholders, and may also settle other issues within the powers of the General Meeting of Shareholders as provided for in this Law. CHAPTER THREE REGISTRATION OF THE COMPANY Article 11.  Registration of the Company 1. The company shall be deemed incorporated from the date of its registration in the Register of Legal Entities. 2. The company shall be registered after the valuation of the contributions made otherwise than in cash as partial payment for shares, after the conclusion of the Memorandum of Association or the act of establishment, after the signing of the Articles of Association of the company being incorporated, after payment of all initial contributions for the subscribed shares, after the holding of the statutory meeting which approved the statutory report of the company and elected members of the company’s management organs which, under the Articles of Association of the company, are elected by the General Meeting of Shareholders, also following the election of the Board (where its election is provided for in the Articles of Association) and the company’s manager and following the fulfilment of other obligations established by other laws and the Memorandum of Association or the act of establishment or following the filing of the documents prescribed by law with the manager of the Register of Legal Entities. Article 12.  Particulars Given in the Register of Legal Entities 1. In addition to the data listed in Article 2.66 of the Civil Code, the following particulars shall be given in the Register of Legal Entities: 1) particulars of the Supervisory Board members, indicating the Supervisory Board chairman, dates of their election and expiration of the term of office; 2) the particulars of the Board chairman and the date of election and expiration of the term of office of the Board members and manager of the company; 3) the rule of quantitative representation, if quantitative representation is prescribed by the Articles of Association of the company, and particulars of the persons entitled under the rule of quantitative representation to act jointly in the name of the company, the scope of their rights, duration of their term of office where such is set, as well as specimens of signature of the representative and other member of the organ who are acting according to the rule of quantitative representation; 4) particulars of the shareholder of the company where the shareholder of the company is a single person; 5) the date of the opening and close of the financial year of the company; 6) the period of duration of the company where the company is of limited duration; 7) the particulars of the liquidator, the date of his appointment and expiration of his term of office, the powers of the liquidator, except for those provided for by laws and the Articles of Association of the company; 8) the company’s Internet website, if the company has one. 2. The particulars of the natural persons as referred to in paragraph 1 of this Article shall comprise the natural person’s full name, personal number and place of residence, while the particulars relating to legal persons shall be the name of and legal form taken by the legal person, its code and registered office. 3. If any changes are made to the data of the Register of Legal Entities or the Articles of Association of the company or if other documents provided for by law must be submitted, the manager of the company must, within the time limit set by laws,  present to the manager of the Register of Legal Entities the document confirming the decision taken by the organ of the company, where such a decision is necessary under law, as well as other documents prescribed by legal acts. 4. In its relations with the third parties, the company may rely on the data, information and documents of the Register of Legal Entities only after the publication thereof according to the procedure laid down in the Regulations of the Register of Legal Entities, unless the company proves that the third parties had knowledge thereof. However, when conducting the transactions concluded before the sixteenth day after the publication, the company may not rely on the data, information and documents given in the Register of Legal Entities, unless the third parties prove that they could not have any knowledge thereof. 5. Third parties may rely on the company’s data, information and documents in respect whereof decisions have been made, even though the formalities relating to the presentation thereof to the manager of the Register of Legal Entities or to the registration thereof in the Register of Legal Entities have not yet been completed. However, the amended Articles of Association may be relied upon by the third parties only after the registration thereof in the Register of Legal Entities. 6. After the manager of the Register of Legal Entities has published the particulars of the persons entitled to act together in the name of the company, the company, in its relations with the third parties, may not invoke the violation of the procedures of election of the persons entitled to act on behalf of the company, unless the company proves that the third parties had knowledge thereof. 7. If the company's particulars and information published by the manager of the Register of Legal Entities as well as the company’s documents or references to documents are not in conformity with the documents submitted to the Register of Legal Entities, the company may not, in its relations with the third parties, rely on the published text, whereas the third parties may rely on the public text, except where the company proves that the documents submitted to the Register of Legal Entities have been brought to the third parties’ knowledge. 8. The company may voluntarily submit to the manager of the Register of Legal Entities translations of the company’s Articles of Association and other documents provided for by laws as well as of data of the Register of Legal  Persons into one or several official languages of the EU Member States. The submitted translations must be published according to the procedure specified in the Register of Legal Entities. If the company’s data and documents submitted to the manager of the Register of Legal Entities do not correspond to their translations, the company may not, in its relations with the third parties, rely on these translations, however the third persons may rely on them, except in cases where the company proves that the company data and documents submitted to the Register of Legal Entities the translations whereof are relied on by the third parties, have been brought to the third parties’ knowledge. Article 13.  Acquisition of Assets from the Incorporator of a Public Limited Liability Company 1. For two years after the registration of a public limited liability company, every transaction of the company for the acquisition of assets from the company’s incorporator, where the sum of the transaction or the aggregate sum of such transactions during the financial year is not less than 1/10 of the authorised capital of the company, shall be subject to approval at the General Meeting of Shareholders by the qualified majority vote, which must be not less than 2/3 of the voting rights carried by the shares of the shareholders present at the Meeting. 2. The assets indicated in paragraph 1 of this Article shall be subject to valuation prior to the General Meeting of Shareholders by an independent asset valuer in the manner prescribed by the legal acts regulating asset valuation. The asset valuation report shall be subject to the requirements set in subparagraphs 1, 2 and 3 of paragraph 8 of Article 8 of this Law. In addition to other information, the assets valuation report must contain the conclusion as to whether the value of the assets acquired by the public limited liability company corresponds to the amount paid for them. 3. The valuation of the assets specified in paragraph 1 of this Article may be set without applying the requirements set in paragraph 2 of this Article.  In this case, Article 451 of this Law shall apply mutatis mutandis. 4. The asset valuation report or the certificate indicated in paragraph 5 of Article 451 of this Law must be submitted to the public limited liability company and the manager of the Register of Legal Entities not later than within 10 days before the General Meeting of Shareholders. 5. The requirements of this Article shall not be applied where the assets are acquired in the course of regular business activities of the public limited liability company, also in respect of the securities transactions concluded in the regulated market, with the exception of negotiated transactions. CHAPTER FOUR RIGHTS AND DUTIES OF SHAREHOLDERS Article 14.  Rights and Duties of Shareholders 1. The rights and duties of shareholders shall be established by this Law and other laws of the Republic of Lithuania as well as the Articles of Association of the company. The property and non-property rights of shareholders established by this Law and other laws may not be subjected to any restrictions, except in the cases specified by laws. 2. The shareholders shall not have other property obligations to the company save for the obligation to pay up, in the established manner, all the shares subscribed for at their issue price. 3. If the General Meeting of Shareholders takes a decision to cover the losses of the company from additional contributions made by the shareholders, the shareholders who voted “for” shall be obligated to pay the contributions. The shareholders who did not attend the General Meeting of Shareholders or voted against such a resolution shall have the right to refrain from paying additional contributions. 4. The person who acquired all shares in the company or the holder of all shares in the company who disposed of a part of his shares to another person must notify the company of the acquisition or disposal of shares within 5 days from the conclusion of the transaction. The notice must indicate the number of the shares acquired or disposed of, the nominal share price and the particulars of the person who acquired or disposed of the shares (the natural person’s full name, personal number and place of residence; the legal person’s name, legal form it has taken, registration number, and registered office). 5. Contracts between the company and holder of all its shares shall be executed in a simple written form, unless the Civil Code prescribes the mandatory notarised form. 6. The shareholder must repay the Company the dividend as well as any other payment related to the exercise of the shareholder’s property rights if they were paid out in violation of the mandatory norms of this Law and if the Company proves that the shareholder aware or should have been aware thereof. *7. Each shareholder shall be entitled to authorise a natural or legal person to represent him when maintaining contacts with the Company and other persons. Article 15.  Property Rights of Shareholders 1. The shareholders shall have the following property rights: 1) to receive a part of the company’s profit (dividend); 2) to receive the company’s funds when the authorised capital of the company is reduced with a view to paying out the company’s funds to the shareholders; 3) to receive shares without payment if the authorised capital is increased out of the company funds, except in cases specified in paragraph 3 of Article 42 of this Law; 4) to have the pre-emption right in acquiring the shares or convertible debentures issued by the company, except in the case when the General Meeting of Shareholders decides to withdraw the pre-emption right for all the shareholders according to the procedure specified by this Law; 5) to lend to the company in the manner prescribed by law; however, when borrowing from its shareholders, the company may not pledge its assets to the shareholders. When the company borrows from a shareholder, the interest may not be higher than the average interest rate offered by commercial banks of the locality where the lender has his place of residence or business, which was in effect on the day of conclusion of the loan agreement. In such a case, the company and shareholders shall be prohibited from negotiating a higher interest rate; 6) to receive a part of assets of the company in liquidation; 7) other property rights established by this Law and other laws. 2. The rights specified in subparagraphs 1, 2, 3 and 4 of paragraph 1 of this Article shall be held in public limited liability companies by persons who were shareholders at the close of the tenth working day after adopting the appropriate decision of the General Meeting of Shareholders (hereafter – at the close of the rights accounting day). Article 16.   Non-Property Rights of Shareholders 1. The shareholders shall have these non-property rights: 1) to attend General Meetings of Shareholders; 2) to submit to the Company in advance the questions connected with the issues on the agenda of the General Meeting of Shareholders; 3) to vote at General Meetings of Shareholders according to voting rights carried by their shares; 4) to receive information on the company specified in paragraph 1 of Article 18 of this Law; 5) to file a claim with the court for reparation of damage resulting from nonfeasance or malfeasance by the manager of the company and Board members of their duties prescribed by this Law and other laws and the Articles of Association of the company as well as in other cases laid down by laws. Article 161. Shareholder’s Right to Submit in Advance Questions to a Company   1. A company must reply to the questions connected with the issues on the agenda of the General Meeting of Shareholders and submitted by a shareholder to the company in advance before the General Meeting of Shareholders, where the questions were received by the company not later than three working days before the General Meeting of Shareholders.   2. If several questions of the same content have been submitted, the company may provide one overall answer thereto. 3. A company shall not present an answer to the question submitted by a shareholder personally to him when the relevant information is available in the question and answer format on the company’s website, if the company has one. 4. A company may refuse to present answers to the questions submitted by a shareholder if they are linked to the company’s commercial (industrial) secret, confidential information subject to informing the shareholder thereof, except for the cases when the shareholder who has submitted the question cannot be identified. 5. Paragraph 4 of this Article shall not apply when a shareholder or a group of shareholders holding or controlling more than ½ of shares present to the company a written pledge in the form prescribed by the company not to disclose a commercial (industrial) secret, confidential information. In such a case, shall be submitted responses to questions of shareholders shall be submitted to each shareholder in person. Article 17.  Shareholder's Right to Vote 1. The right to vote at the General Meetings of Shareholders convened prior to the expiry of the time limit for the payment for the first share issue indicated in the Memorandum of Association shall be granted by the shares which have been subscribed for and for which initial contributions have been paid. The right to vote at other General Meetings of Shareholders shall be granted only by fully paid up shares. 2. If all voting shares of a company are of equal nominal value, each share shall give its holder one vote at the General Meeting of Shareholders. If voting shares are of a different nominal value, one share of the lowest nominal value shall give its holder one vote and the number of votes carried by other shares shall be equal to their nominal value divided by the smallest nominal value of a share. 3. The Articles of Association of a company may lay down that preference shares of certain classes shall not carry voting rights. The holders of the preference shares which do not carry the voting rights shall be given the right to vote in the cases specified in this Law. 4. A shareholder shall not be entitled to vote on a decision on the right of pre-emption in acquiring the shares issued by a company or on withdrawal of convertible debentures if the agenda of the General Meeting of Shareholders provides that the right to acquire the above securities is granted to this shareholder, the shareholder’s close relative, the shareholder’s spouse or cohabitee, where the partnership has been registered in accordance with the procedure established by law, and to a close relative of the spouse, if the shareholder is a natural person, also to the shareholder’s parent company or the shareholder’s subsidiary, if the shareholder is a legal person, unless the shareholder has acquired all the shares in the company. Article 18. Shareholder’s Right to Information 1. A company shall, at a shareholder’s written request and within 7 days from the receipt of the request, grant to the shareholder access to and/or submit to him copies of the following documents: the Articles of Association of the company, set of annual financial statements, annual reports of the company, the auditor’s opinion and audit reports, minutes of the General Meetings of Shareholders or other documents executing decisions of the General Meetings of Shareholders, the recommendations and responses of Supervisory Board to the General Meetings of Shareholders, the lists of shareholders, the lists of members of the Supervisory Board and the Board, also other documents of the company that must be publicly accessible under laws as well as minutes of the meetings of the Supervisory Board and the Board or other documents executing decisions of the above-mentioned company organs, unless these documents contain a commercial (industrial) secret of the company, confidential information. A shareholder or a group of shareholders who hold or control more than 1/2 of shares shall have the right to access all documents of the company subject to presenting to the company a written pledge in the form prescribed by the company not to disclose a commercial (industrial) secret, confidential information. A company may refuse to grant to a shareholder access to and/submit copies of documents, if it is not possible to identify the shareholder who requested the documents.  A refusal to grant to the shareholder access to and/or submit copies of documents shall be executed by the company in writing if the shareholder so requests. Disputes relating to the shareholder’s right to information shall be settled in court. 2. A company’s documents, copies thereof or another information must be furnished to the shareholders free of charge, unless the Articles of Association of the company provide otherwise. The charge fixed in the Articles of Association shall not exceed the costs of furnishing of the documents and another information. 3. The list of shareholders of a company presented to the shareholders must contain the full names of the shareholders, the names of legal persons, the number of registered shares owned by the shareholders, the shareholders’ addresses for correspondence according to the most recent data available to the company. CHAPTER FIVE MANAGEMENT OF A COMPANY Article 19. Company’s Organs 1. A company shall have the General Meeting of Shareholders and a single-person management organ – the company manager. 2. A collegial supervisory body – the Supervisory Board and a collegial management organ – the Board may be formed in the company. 3. If the Supervisory Board is not formed in the company, its functions shall not be assigned to the scope of powers of other management organs. 4. Where the Board is not formed in the company, the functions assigned to the scope of powers of the Board shall be fulfilled by the company manager, except where this Law provides otherwise. 5. The General Meeting of Shareholders may not charge other management organs to address the issues assigned to its sphere of competence. 6. In the company's relations with other persons, the manager of the company shall act at his own discretion on behalf of the company. 7. Where quantitative representation is provided for in the Articles of Association of the company, the Articles of Association must set a specific rule of such representation whereunder the manager of the company must in all cases act on behalf of the company together with the members of the management organs. 8. The management organs of the company must act for the benefit of the company and its shareholders, comply with laws and other legal acts and be governed by the Articles of Association of the company. 9. Every candidate for the office of the manager of the company, to the position of the Board or Supervisory Board member must inform the electing body where and what position he holds, how his other activities are connected to the company and to other legal persons related to the company. 10. In the cases specified in paragraph 4 of Article 2.82 of the Civil Code, an action for declaring the decisions of the company bodies invalid may be brought by the shareholders, creditors, the manager of the company, members of the Board and Supervisory Board or other persons provided for by law within 30 days from the day when the plaintiff found out or should have found out about the contested decision. Article 20.  Powers of the General Meeting of Shareholders 1. The General Meeting of Shareholders shall have the exclusive right to: 1) amend the Articles of Association of the company, unless otherwise provided for by this Law; 2) elect the members of the Supervisory Board; if the Supervisory Board is not formed, elect members of the Board, if neither the Supervisory Board nor the Board is formed, elect the manager of the company; 3) remove the Supervisory Board or its members, also the Board or its members elected by the General Meeting of Shareholders and the manager of the company; 4) select and remove the firm of auditors for the carrying out of the audit of annual financial statements, set the conditions for auditor remuneration; 5) determine the class, number, nominal value and the minimum issue price of the shares issued by the company; 6) take a decision regarding conversion of the company’s shares of one class into shares of another class, approve the share conversion procedure; 7) take a decision to replace the private limited liability company’s share certificates with shares; 8) approve the set of annual financial statements; 9) take a decision on profit/loss appropriation; 10) take a decision on the formation, use, reduction and liquidation of reserves; 11) take a decision on the issue of convertible debentures; 12) take a decision on withdrawal for all the shareholders the right of pre-emption in acquiring the company’s shares or convertible debentures of a specific issue;          13) take a decision on increase of the authorised capital; 14) take a decision on reduction of the authorised capital, except where otherwise provided for by this Law; 15) take a decision for the company to purchase own shares; 16) take a decision on the reorganisation or split-off of the company and approve the terms of reorganisation or split-off; 17) take a decision on transformation of the company; 18) take a decision on restructuring of the company; 19) take a decision on liquidation of the company, cancellation of the liquidation of the company, except where otherwise provided for by this Law; 20) elect and remove from office the liquidator of the company, except where otherwise provided for by this Law. 2. The General Meeting of Shareholders may also decide on other matters assigned within the scope of its powers by the Articles of Association of the company, unless these have been assigned under this Law within the scope of powers of other organs of the company and provided that, in their essence, these are not the functions of the management organs. Article 21.  Right to Attend the General Meeting of Shareholders 1. The persons who are shareholders of the company on the day of the General Meeting of Shareholders or, in case of a public limited liability company, who were shareholders at the close of the accounting day of the meeting shall have the right to attend and vote at the General Meeting of Shareholders or repeat General Meeting of Shareholders in person, unless otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder’s right to attend the General Meeting of Shareholders shall also cover the right to speak and to enquire. The record date of the meeting of a public limited liability company shall be the fifth working day before the General Meeting of Shareholders or the fifth working day before the repeat General Meeting of Shareholders. 2. Members of the Supervisory Board, members of the Board, the manager of the company, the inspector of the General Meeting of Shareholders, the auditor who prepared the auditor’s report and report on audit may also attend and speak at the General Meeting of Shareholders. 3. A shareholder may vote in writing by filling in a general ballot paper. The filled-in general ballot paper may be transferred to the company by means of electronic communications, on the condition that the security of the information thus transmitted is ensured and it is possible to establish the shareholder’s identity. 4. The company may provide a possibility for shareholders to attend the General Meeting of Shareholders and to vote by means of electronic communications. 5. For the shareholders to be able to attend and vote at the General Meeting of Shareholders by means of electronic communications, only the requirements and restrictions which are necessary for establishing the shareholders’ identity and for ensuring the security of the transmitted information may be applied to the use of the means of electronic communications and only in the case when they are proportionate to achieving these goals. 6. The shareholders attending the General Meeting of Shareholders shall be registered in the shareholder registration list. This list shall indicate the number of votes granted to each shareholder by the shares held by him. 7. The shareholder registration list shall be signed by the chairman and secretary of the General Meeting of Shareholders. Where no secretary of the Meeting is elected, the list shall be signed by the chairman of the Meeting. Where all shareholders present at the Meeting voted in writing, the list shall be signed by the manager of the company. 8. A person attending the General Meeting of Shareholders and entitled to vote shall produce a document which is a proof of his identity. A person who is not a shareholder shall additionally produce a document attesting to his right to vote at the General Meeting of Shareholders. The requirement to present the document confirming a person’s identity shall not apply if votes are cast in writing by filling in a general voting ballot and by means of electronic communications. Article 22.  Inspector of the General Meeting of Shareholders 1. The General Meeting of Shareholders shall elect the inspector of the General Meeting of Shareholders for the next Meeting, where the election of the inspector is provided for in the Articles of Association of the company. 2. The inspector of the General Meeting of Shareholders shall determine: 1) the total number of votes carried by the shares issued by the company on the day of the General Meeting of Shareholders; 2) the number of valid and invalid general ballot papers filled-in and submitted in advance; 3) the number of valid and invalid proxies submitted; 4) the number of submitted agreements on the disposal of voting rights; 5) the number of voting shares represented at the Meeting (in person, through proxies, through persons under agreements on the disposal of voting rights, under the general ballot papers filled-in advance, under other documents entitling to vote); 6) whether the Meeting has a quorum; 7) the results of voting at the General Meeting of Shareholders. *3. The inspector of the General Meeting of Shareholders of the public limited liability company whose shares are admitted to trading on the regulated market shall, in addition to the actions established in paragraph 2 of this Article, establish the following in respect of each decision of the General Meeting of Shareholders: 1) the portion of the authorised capital which shall be represented by voting; 2) the number of shares of the shareholders attending the General Meeting of Shareholders whereby it was voted; 3) the total number of votes of shareholders who voted, from among them – the number of votes for and against each decision; *4. If not a single shareholder requires at the General Meeting of Shareholders a detailed voting report before the beginning of voting, paragraph 3 of this Article shall not apply. 5. Where election of the inspector is not provided for in the Articles of Association of the company or the elected inspector is not able to fulfil his duties, the General Meeting of Shareholders shall elect the person responsible for the actions provided for in paragraphs 2 and 3 of this Article. *Note: The Article shall be supplemented with paragraphs 3 and 4 on 1 August 2009, paragraph 3 of Article 22 shall be renumerated as paragraph 5. Article 23.  Convening of the General Meeting of Shareholders 1. The right of initiative to convene the General Meeting of Shareholders shall be vested in the Supervisory Board, the Board (if the Board is not formed, in the manager of the company) and the shareholders who have at least 1/10 of all votes, unless the Articles of Association provide for a smaller number of votes. 2. The General Meeting of Shareholders shall be convened by a decision of the Board or, in the cases specified in paragraph 3 of this Article, of the manager of the company, unless this Law establishes otherwise. 3. The General Meeting of Shareholders shall be convened by a decision of the manager of the company if: 1) no Board has been formed in the company, or 2) the number of the company’s Board members present is not more than a half of their number specified in the Articles of Association, or 3) the Board fails to convene the General Meeting of Shareholders in the cases and within the time limits laid down in this Law. 4. If the Board of the company or, in the cases referred to in paragraph 3 of this Article, the manager of the company fails to take the decision on convening within 10 days from the receipt of the request indicated in paragraph 5 of this Article, the General Meeting of Shareholders may be convened by a decision of the shareholders whose shares carry more than ½ of all the votes. 5. The initiators of convening of the General Meeting of Shareholders shall submit a request to the Board (or, in the cases specified in paragraph 3 of this Article, to the manager of the company) which must state the reasons for convening the Meeting and its purposes, present the proposals regarding the agenda, date and venue of the Meeting, drafts of the proposed decisions. The General Meeting of Shareholders must be held within 30 days after the date of receipt of the request . It shall not be mandatory to convene the General Meeting of Shareholders if the request does not comply with all the requirements set forth in this paragraph and the required documents have not been submitted or the issues proposed for the agenda are not within the scope of powers the General Meeting of Shareholders. 6. If the General Meeting of Shareholders is not held, a repeat General Meeting of Shareholders must be convened. Article 24.  Convening the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders 1. An Annual General Meeting of Shareholders must be held every year at least within four months from the close of the financial year. 2. The Extraordinary General Meeting of Shareholders must be convened if: 1) the company’s equity capital falls below ½ of the authorised capital specified in the Articles of Association and the issue has not been discussed at the Annual General Meeting of Shareholders; 2) the number of the Supervisory Board or Board members elected by the General Meeting of Shareholders has declined to 2/3 of their number indicated in the Articles of Association or less than their minimum number prescribed by this Law; 3) the manager of the company elected by the General Meeting of Shareholders resigns or is unable to continue performing his duties; 4) the audit firm terminates a contract with the company or is for any other reasons unable to audit the company’s annual financial statements, where the audit is mandatory under this Law or is provided for by the Articles of Association; 5) the convening of the General Meeting of Shareholders is requested by the shareholders having the right of initiative to convene the General Meeting of Shareholders, the Supervisory Board, the Board or, if the Board is not formed, by the manager of the company; 6) the duration of the company specified in the Articles of Association is drawing to a close; 7) it is required under this Law and other laws or the company’s Articles of Association. 3. The General Meeting of Shareholders shall be convened by a court’s order if: 1) the Annual General Meeting of Shareholders has not been convened within 4 months from the close of the financial year and at least one shareholder of the company has brought the matter to the court; 2) the persons or company organs having the right of initiative to convene the General Meeting of Shareholders referred to the court regarding the failure of the Board or the manager of the company to convene the General Meeting of Shareholders as required under this Law; 3) the initiators of the convening of the General Meeting of Shareholders referred to the court regarding a failure of the Board or the manager of the company to convene the General Meeting of Shareholders upon the submission of the request as required under Article 23 of this Law; 4) at least one of the company’s creditors referred to the court regarding the failure to convene the General Meeting of Shareholders upon transpiration that the company’s equity company has fallen below ½ of the authorised capital specified in the Articles of Association. Article 25.  Agenda of the General Meeting of Shareholders 1. The agenda of the General Meeting of Shareholders shall be drawn up by the company’s Board or, in the cases specified in paragraph 3 of Article 23 of this Law, by the manager if the company. Where the General Meeting of Shareholders is convened by a court’s order, the agenda shall be drawn up and submitted to the court together with other prescribed documents by the person or persons who referred to the court requesting to convene the General Meeting of Shareholders. 2. The issues proposed by the initiators of the General Meeting of Shareholders must be put on the agenda of the Meeting provided that these issues are within the scope of powers of the General Meeting of Shareholders. 3. The agenda of the General Meeting of Shareholders may be supplemented by the Supervisory Board, the Board (if the Board is not formed – by the manager of the company) or by the shareholders who hold shares carrying at least 1/20 of all the votes, unless the Articles of Association provide for a smaller proportion. The proposal to supplement the agenda shall be submitted in writing or by means of electronic communications. Draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders shall be presented alongside with the proposal. The agenda shall be supplemented where the proposal is received not later than 14 days before the General Meeting of Shareholders. 4. The organs of the company and persons referred to in paragraph 3 of this Article may, at any time before the General Meeting of Shareholders or during the Meeting, propose new draft decisions on the items put on the agenda of the Meeting, nominate additional candidates to members of the company organs, the audit firm. 5. If the agenda of the General Meeting of Shareholders indicated in a notice of the Meeting to be convened is supplemented, the shareholders must be notified of the changes in the same manner in which they were given notice of convening of the General Meeting of Shareholders not later than 10 days before the General Meeting of Shareholders. 6. If the agenda of the General Meeting of Shareholders provides for a removal from office of members of the company bodies or the audit firm, the issues relating respectively to election of new members of these company bodies or a new audit firm must be put on the agenda. 7. Only the agenda of the General Meeting of Shareholders which was not held shall be valid at the repeat General Meeting of Shareholders. Article 26.  Notification of the General Meeting of Shareholders to be Convened 1. The Board of the company, the manager of the company, the persons or authority which adopted the decision on the convening of the General Meeting of Shareholders shall present to the company the information and documents required for drawing up of a notice of the convening of the General Meeting of Shareholders. 2. A notice of convening of the General Meeting of Shareholders must indicate: 1) the name, the address of the registered office and the code of the company; 2) the date, time and venue (address) of the Meeting; the record date of the Meeting and the explanation that only the persons who are shareholders at the close of the accounting day of the General Meeting of Shareholders (for a public limited liability company) shall be entitled to attend and vote at the General Meeting of Shareholders; 4) the rights accounting day if the decisions adopted at the General Meeting of Shareholders are related to the property right of shareholders specified in subparagraphs 1, 2, 3 and 4 of paragraph 1 of Article 15 of this Law and the explanation that these rights will be held by the persons who, at the close of the tenth working day after the General Meeting of Shareholders which adopted the appropriate decision, will be the shareholders of a public limited liability company (for a public limited liability company); 5) the agenda of the Meeting; 6) the persons who initiated the convening of the General Meeting of Shareholders; 7) the body of the company, the persons or the authority who adopted the decision on the convening of the General Meeting of Shareholders; 8) the purpose and intended method of reduction of the authorised capital, where the issue of reduction of the authorised capital is on the agenda of the Meeting; 9) the procedure of participation and voting at the General Meeting of Shareholders by means of electronic communications, if the Company provides such a possibility; where and how to receive draft decisions on each issue on the agenda of the General Meeting of Shareholders or, when the decisions need not be adopted, the explanations of the Supervisory Board, the Board (if the Board is not formed – the manager of the company) and the shareholders as well as other documents which must be submitted to the General Meeting of Shareholders and the information related to the exercise of the shareholders’ rights. 3. A notice of convening of the General Meeting of Shareholders needs not to contain a reference to the procedure indicated in subparagraph 9 of paragraph 2 of this Article if this notice specifies that the procedure can be accessed on the company’s website and provides the address of this website. 4. A notice of the convening of the General Meeting of Shareholders must be published in the daily indicated in the Articles of Association or delivered to each shareholder against acknowledgement of receipt or sent by registered post not later than 21 days before the General Meeting of Shareholders. 5. If the company creates for its shareholders a possibility to attend and vote at the General Meeting of Shareholders by means of electronic communications accessible to all shareholders, the General Meeting of Shareholders may decide, by not less than 2/3 of all the votes carried by the shares held by the shareholders attending the Meeting, that the company should notify the shareholders of the Extraordinary General Meeting of Shareholders in the manner specified in paragraph 4 of this Article at least 16 days before the day of the Extraordinary General Meeting of Shareholders. The decision shall be valid not longer than until the day of the Annual General Meeting of Shareholders. 6. If the General Meeting of Shareholders is not held, the repeat General Meeting of Shareholders shall be convened after the lapse of at least 5 days and not later than after the lapse of 21 days following the day of the General Meeting of Shareholders which was not held. The shareholders must be notified of the repeat General Meeting of Shareholders in the manner specified in paragraph 4 of this Article not later than 5 days before the repeat General Meeting of Shareholders. 7. The General Meeting of Shareholders may be convened in derogation of the time limits set in paragraphs 4, 5 and 6 of this Article subject to a written consent of all the shareholders who hold the shares conferring voting rights. 8. A notice of the convening of the General Meeting of Shareholders shall be published, delivered or sent to the shareholders free of charge in any manner set in this Law. 9. The documents confirming that th …