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Prospectus - Notowania

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Only shareholders that individually or together with other shareholders make up at<br />

least 0.50% of the share capital represented by ordinary shares with voting right in the<br />

ordinary Shareholders’ Meeting have the right to submit lists.<br />

Within the deadline indicated above, the shareholders must include, for each list<br />

submitted:<br />

• information regarding the shareholders that submitted the lists, indicating the total<br />

ownership percentage held;<br />

• information regarding the personal and professional characteristics of the<br />

candidates listed;<br />

• statement by which the individual candidate irrevocably accepts the mandate<br />

(should they be appointed) and certifies, under their own responsibility, that no<br />

reasons for ineligibility or incompatibility exist, and that the requirements of<br />

professionalism and respectability prescribed by the applicable provisions and<br />

regulations are satisfied;<br />

• for at least five candidates on the list, a statement that the independence<br />

requirements prescribed by applicable provisions and regulations, including those<br />

of the Articles of Association, are satisfied.<br />

If the list does not meet the statutory requirements above, it shall be considered not<br />

submitted.<br />

Each shareholder with voting right shall vote for one list only.<br />

The election for members of the Board of Directors shall proceed as follows:<br />

(a) from the list that obtained the majority of votes by shareholders, there shall be<br />

drawn - based on the progressive ordering of the list - a number of directors<br />

equivalent to the number to be elected less 1, if the Board of Directors has 20 or<br />

fewer members, or less 2, if the Board of Directors has more than 20 members.<br />

The remaining directors shall be drawn - based on the progressive ordering of<br />

the list – from the list that obtained the highest number of votes from the<br />

minority shareholders’ lists.<br />

(b) in the event the majority list does not have a sufficient number of candidates for<br />

the number of directors to be elected based on the mechanism described in the<br />

above letter a), all of the candidates of the majority list shall be elected and the<br />

remaining candidates shall be drawn from the list that obtained the highest<br />

number of votes from the minority shareholders’ lists, based on the progressive<br />

ordering of the list.<br />

In the event the list that obtained the most votes from the minority shareholders'<br />

lists does not have a sufficient number of candidates to meet the number of<br />

directors to be elected based on the mechanism described above, the remaining<br />

directors shall be drawn from the minority shareholders’ list that achieved the<br />

second highest number of votes, based on the progressive ordering of the list;<br />

- 377 -

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