Prospectus - Notowania

financial or insurance sectors, in addition to collective asset management investment
services, as defined by the TUF.
As regards the appointment procedure, the Articles of Association provide that the
appointment of the statutory and alternate auditors to the Board of Statutory Auditors
is based on a list of candidates ordered by progressive numbers. The progressivelynumbered
lists, containing the names of one or more candidates, shall be submitted at
the registered office at least fifteen days prior to the date set for the first call of the
Shareholders’ Meeting, by a group of shareholders representing, at the time the list is
submitted, at least 0.5% of the shares with voting right in the Ordinary Shareholders’
Meeting. The lists shall be published in two national newspapers, one of which a
financial newspaper, within the deadline for the submission. Minority shareholders
that are not associated with the reference shareholders have the right to an extension of
the submission deadline for the lists, in the manner described by the applicable
provisions and regulations.
To authenticate the ownership of the number of shares necessary to submit lists, the
shareholders must present and/or deliver to the registered office, together with the list
submitted, a copy of the communication for participation in the Shareholders’ Meeting
issued by the intermediary that keeps the related accounts.
Within the deadline indicated above, the shareholders that submitted lists must include
other documents as listed in Section 30, Paragraph 7 of the Articles of Association. If
the list does not meet the requirements above, it shall be considered not submitted.
The lists to nominate members of the Board of Statutory Auditors shall be divided into
two sub-lists, of 5 candidates for the position of statutory auditors and 2 candidates for
alternate auditor. At least the first two candidates on each list for the statutory auditor
position and at least the first candidate on each list for the alternate auditor position
shall be a member of the chartered accountants association. No candidate may appear
on more than one list, under penalty of annulment. Each shareholder with voting right
shall vote for one list only.
The votes obtained for each lists related to statutory auditors are then divided for by
five. The percentage received is progressively assigned to the candidates of each list
according to the order and are prepared in a single descending scale. The statutory
auditors elected are those that received the highest percentage of votes.
However, if four or more candidates that obtained the highest percentage of votes are
on the same list, the first three are elected while the fourth and fifth statutory auditor
shall be those that received the highest percentage of votes from the minority
shareholders' lists. The candidate that received the highest percentage of those on the
list that had the highest number of votes from the minority shareholders’ lists, as
defined by the applicable provisions and regulations, shall be named Chairman by the
Board of Statutory Auditors. If there is a tie between lists, the Chairman of the Board
of Statutory Auditors shall be the candidate of the list that was submitted by
shareholders with the highest ownership percentage, or alternatively, the most
shareholders. If there is another tie, the Chairman shall be the older candidate. In the
event the Chairman of the Board of Statutory Auditors cannot be elected in the manner
- 379 -