19.01.2013 Views

Prospectus - Notowania

Prospectus - Notowania

Prospectus - Notowania

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

shares greater than 5% of the share capital with voting rights. To calculate said limit,<br />

total shareholdings in all subsidiaries - direct or indirect - and in associates of the<br />

parent company, natural persons, legal persons, or companies, in question must be<br />

considered, as well as shares held by trusts and/or third parties and/or those for which<br />

the voting right is granted in any manner to a party other than the owner. Conversely,<br />

shareholdings included in mutual fund portfolios managed by subsidiaries or<br />

associates do not need to be considered.<br />

Savings shares issued by the Company do not have voting right. The reduction in<br />

share capital for losses does not result in a reduction of the notional value of savings<br />

shares if not for the share of losses that exceeds the total notional value of other<br />

shares. In the event the Company is dissolved, savings shares have priority in the<br />

capital reimbursement for the entire notional value. If reserves are distributed, savings<br />

shares have the same rights as other shares.<br />

If ordinary or savings shares of the Company are barred from trading, the savings<br />

shareholder may request that his/her shares be converted to ordinary shares in the<br />

Company, based on the procedure resolved by the Extraordinary Shareholders’<br />

Meeting convened for such purpose within two months of the shares being barred.<br />

Savings shares, upon being fully paid-in, are bearer shares unless otherwise provided<br />

by law. They may be converted to registered savings shares, or vice versa, upon<br />

request of the shareholder and at his/her expense.<br />

The net profit in the financial statements shall be allocated as follows, in accordance<br />

with Section 32 of the Articles of Association:<br />

(a) at least 10% allocated to the reserve; when the reserve reaches the maximum<br />

provided by law, the profit will be allocated with priority to savings shares as<br />

described in point b) below;<br />

(b) savings shares shall be allocated an amount up to five percent of their notional<br />

value; if in any financial year, a dividend of less than five percent of the notional<br />

value is allocated, the difference is added to the privileged dividend allocated in<br />

the subsequent two financial years; profits that remain after the dividend<br />

allocation to savings shares as described above, are divided between all shares<br />

such that the savings shares shall have a total dividend increased by three<br />

percentage points of the notional value of the shares, with respect to the ordinary<br />

shares;<br />

(c) notwithstanding the provisions above for the total dividends allocated to savings<br />

shares, ordinary shares shall be allocated an amount equivalent to five percent of<br />

their notional value;<br />

(d) the remaining profits, as resolved by the Shareholders’ Meeting, is divided<br />

among the shares in addition to the allocations described in letters b) and c)<br />

above;<br />

(e) the Shareholders’ Meeting shall resolve the assignment of unallocated profit,<br />

based on the proposal of the Board of Directors.<br />

- 382 -

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!