Prospectus - Notowania

described above, the Shareholders’ Meeting shall directly appoint the position through
a relevant majority.
In electing the alternate auditors, the votes obtained for each list are then divided by
two. The percentages obtained are assigned progressively to the candidates of the
second sub-list of each list in a single descending scale. The alternate auditors elected
are those that received the highest percentages. However, if two candidates that
received the highest percentages belong to the same list, the first of these will be
appointed, while the second will be the one that obtained the highest percentage from
another list.
In the event of a tie in percentages for the election of the last statutory auditor and/or
the last alternate auditor, the preferred candidate shall be the one from the list that
obtained the highest number of votes - and if there is a tie in the number of votes, the
older candidate - unless said list has already had three statutory auditors elected or the
other alternate auditor. In such an event, the preferred candidate shall be the one from
the list with the second highest number of votes.
The Articles of Association establish that if only one list or no list is submitted under
the terms and manner described above, the Shareholders’ Meeting shall decide by a
majority vote of shareholders present. If there is a tie between candidates, there shall
be a second ballot between said candidates via another shareholders’ meeting vote.
In the event of the death, resignation, or lapse of eligibility for any reason of a
statutory auditor, the alternate auditor from the list that elected the departing auditor
shall assume responsibilities. If this is not possible, the departing auditor will be
replaced by the unelected candidate that obtained the highest percentage from the list
that elected the departing auditor or, if the departing auditor is from the minority
shareholders’ list, the minority list that had the most votes. If auditors were not
appointed under the list voting system, the replacement shall be the alternate auditor as
provided by regulatory provisions. If the auditor is not confirmed at the subsequent
Shareholders’ Meeting for the role of statutory auditor, he/she will assume the role of
alternate auditor.
The auditors may assume administration and control responsibilities with other
companies within the limits established by applicable provisions and regulations.
The Board of Statutory Auditors is duly constituted when a majority of auditors is
present and resolves based on an absolute majority of those present. If there is a tie,
the Chairman casts the deciding vote. If the Chairman of the Board of Statutory
Auditors deems it appropriate, the meetings of the Board of Statutory Auditors may be
held virtually, with appropriate telecommunications equipment, on the condition that
each of the members may be identified by all of the others and that each member is
able to participate in real time during the discussions of the issues as well as receive,
transmit and view documents. If these requirements are met, the Board of Statutory
Auditors is considered to be held where the Chairman is located.
Senior Management
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