General Meeting
The General Meeting of KGHM Polska Miedź S.A. is the Company’s highest authority. It meets in either ordinary or extraordinary form, based on generally prevailing law, the Statutes of the Company and the “Bylaws of the General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin”.
Ordinary General Meeting is convened within six months of the end of each financial year. General Meetings are convened by the Company’s Management Board. In situations defined by the Commercial Companies and Partnerships Code, General Meetings may be convened by the Supervisory Board or by shareholders. The Statutes of the Company also authorise the Polish State Treasury to convene a General Meeting. The General Meeting is convened by an announcement published on the Company website and in the manner set forth in the Act dated 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies. A General Meeting may adopt resolutions if at least one-fourth of the share capital is represented. Resolutions are adopted by a simple majority of votes cast, unless the law or the Company’s Statutes state otherwise. Additional issues related to the functioning of the General Meeting are regulated by the “Bylaws of the General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin” adopted by the General Meeting on 17 May 2010, which are available on the Company’s website, www.kghm.com.
The duties of the General Meeting include in particular:
- examining and approving the report of the Management Board on the Company’s activity and the financial statements; including the financial statements of the Group, for the past financial year;
- adopting resolutions on the appropriation of profits or coverage of losses;
- acknowledging the fulfilment of duties performed by members of the bodies of the Company;
- changing the subject of the Company’s activity;
- changes in the Company Statutes;
- increasing or decreasing the share capital;
- the manner and conditions for retiring shares;
- merging, splitting and transforming 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 from management or supervisory activities;
- purchase of the Company’s own shares, which are 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;
- establishing principles of the remuneration of members of the Supervisory Board, and establishing principles of the remuneration of members of the Management Board.
The schedule of work on organising the General Meetings of the Company is planned in such a way as to ensure that the obligations towards shareholders are properly met and to enable them to exercise their rights.
Changes in the Company’s statutes
The introduction of changes in the Company’s Statutes requires resolutions of the General Meeting and the insertion of an entry in the National Court Register. Changes in the Company’s Statutes are made through the General Meeting in accordance with laws in force, in a manner and form described by the Commercial Companies and Partnerships Code, i.e. a majority three-fourths of votes cast in the presence of persons representing at least half of the share capital.