Download Form to exercise voting right by proxy - Polimex

Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
Shareholder data:
Name and surname/Name: ……………………………………………………………………………………………………………………….
Series and number of identity card/Number of relevant register: ……………………………………………………….
PESEL [Personal ID No.]/NIP [Tax ID No.]: …………………………………………………………………………………………………
Place of residence/registered office: ..……………………………………………………………………………………………………………
I/we certify that ………………………………………………………………………………………………………………………………..
(name and surname/ company of shareholder)
(„Shareholder”) as eligible to participate in the Extraordinary General Meeting of Polimex-Mostostal SA
Shareholders, I/we am/are entitled to exercise the voting rights based on:
…………………………………….. (number of) ordinary/registered bearer shares*
of Polimex-Mostostal SA with its registered office in Warsaw („the Company”) and I/we hereby authorize:
Mr/Mrs/Ms ……………………………………………………………………………………., holder of identity card/passport of the
series …………………… number …………………………, PESEL [Personal ID No.] ……….…………………, residing in
…………………………………………………………………………………………………………………………………..
or
…………………………………………………………………………………………………………………………………………………………………,
(name of company)
with the registered office in ………..…………………… at …………..………………………………….…, NIP [Tax ID No.]
……………………………,
Regon [statistical No.]…………………………, to represent the Shareholder at the
Extraordinary General Meeting convened for 15 October 2012, at 11:00, in Warsaw at Młynarska Street
42, ("Extraordinary General Meeting"), in particular to participate in proposing motions at the
Extraordinary General Meeting, to sign the attendance register and to vote on behalf of the Shareholder
on the basis of ..................... (number) of ordinary shares of the Company in accordance with the
instruction concerning the voting procedure provided herein below / at the proxy’s discretion*.
……………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
1
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 1
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: appointment of the Chairperson of the Meeting
Ordinary General Meeting of Polimex-Mostostal SA, in secret voting, appointed Mr / Mrs / Ms
_________________________ to be the Chairperson of the Extraordinary General Meeting on 15
October 2012
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
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The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
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(place, date and signature of the Shareholder)
* delete as appropriate
2
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 2
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: appointment of the Members of the Returning Committee
The Extraordinary General Meeting of Polimex-Mostostal Spółka Akcyjna has decided that the Returning
Committee shall comprise _____ ( in words: __________ ) Members, namely:
1/ Mr/Mrs/Ms _________________________________________
2/ Mr/Mrs/Ms _________________________________________
3/ Mr/Mrs/Ms _________________________________________
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
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…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
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…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
3
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 3
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respekt to: adoption of the agenda
The Extraordinary General Meeting of Polimex-Mostostal SA has adopted the agenda in the wording
announced on the website of Polimex-Mostostal SA and in the form of current report no. 72/2012,
published on 18 September 2012
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
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…………………………………………………………………………………………………………………………………………………………………………...
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
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………………………………………………………………………………………………………………………………………………………………………...
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
4
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 4
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: the increase of the share capital of the Company, excluding the subscription rights of the
existing shareholders of the Company through the issuance of M-series shares
Pursuant to Article 430, 431 and 432 of the Commercial Companies Code ("the CCC") Extraordinary General
Meeting of "Polimex-Mostostal" SA ("The Company") hereby resolves as follows:
§1
1. Increases in share capital of the Company by an amount of not less than PLN 0.04 (in words: point zero
four) and not more than 17,241,360.00 PLN (in words: seventeen million, two hundred and forty-one
thousand, three hundred and sixty) through the issuance of not less than 1 (in words: one) and not
more than 431 034 000 (in words: four hundred and thirty-one million, thirty four thousand) ordinary
bearer M-series shares with a nominal value of PLN 0.04 (in words: point zero four) each (the " MSeries Shares").
2. M-Series Shares will be acquired by way of a private placement pursuant to Article 431 § 2 point 1) of
the CCC in the private placement directed by the Board of the Company to potential subscribers, in
particular, to the creditors of the Company, or, as the case may be, in a public offering within the
meaning of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of
Financial Instruments to Organised Trading and public Companies (the “Public Offering Act”).
3. In the interest of the Company, the Company's existing shareholders are being deprived of pre-emptive
rights of M-Series Shares. Hereby a written opinion of the Management Board justifying the reasons for
the exclusion of subscription rights and the manner of determining the issue price of M-Series Shares
annexed to this resolution is being adopted.
4. M-Series Shares will be fully paid in cash prior to the registration of the share capital increase.
5. The issue price of the M-Series Shares will be determined by the Board with the consent of the
Supervisory Board.
6. M-Series Shares will participate in the dividend as from 1 January 2012, on a par with the existing
shares of the Company.
7. The Management Board is authorized to:
(a) determine the detailed rules for the offer, including, in particular, the way of subscription of
M-Series Shares allocation rules and deadlines for M-Series Shares subscription;
(b) conclude the M-Series Shares subscription agreements on or before [●] 2012;
(c) conclude an underwriting agreement, or a similar agreement, with a selected financial
institution, provided that the Management Board considers such an agreement to be
justified.
8. The decision of the Board of the M-Series Shares allocation to individual subscribers, including the
number of M-Series Shares allocated to each of them, requires the consent of the Supervisory Board.
* delete as appropriate
5
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§2
1. The Extraordinary General Meeting of Shareholders resolves to apply for admission and the
introduction of M-Series Shares and rights to introduce the M-Series Shares to organised trading on the
regulated market of the Warsaw Stock Exchange in Warsaw ("WSE"), and decides that the M-Series
Shares, and the rights to the M-Series Shares will be dematerialized.
2. The Management Board of the Company is authorized to take all actions necessary to implement this
Resolution, including the submission of relevant applications or notifications to the Financial
Supervision Commission, applying for admission of M-Series Shares and the rights to trade M-Series
Shares in organized trading on the regulated market operated by the Warsaw Stock Exchange,
concluding an agreement and taking other steps to register the M-Series Shares, and the rights to the
M-Series Shares in the National Depository for Securities ("NDS"), and submitting an application to
enter the M-Series Shares, and the rights to the M-Series Shares to be introduced to organized trading
on the regulated market of the Warsaw Stock Exchange.
§3
1. Supervisory Board is authorized to determine the final number of M-series shares, which will be offered
for subscription, as well as to determine the final amount by which the share capital of the Company is
to be increased, with the amount to be determined by the Board not being less than the minimum sum
or more than the maximum sum of the increase specified in § 1. 1 hereof.
2. The Management Board is authorized to make a statement in the form of a notarial deed defining more
precisely the share capital increase persuant to Article 310 § 2 of the CCC in connection with article 431
§ 7 of the CCC.
§4
The resolution comes into force on the date of adoption.
Justification of the resolution:

Adoption of the resolution on the capital increase through the issuance of M-Series
Shares (excluding the subscription rights of the existing shareholders of the
Company) is justified by the intention of converting the Company's debt from
bonds issued by the Company into the share capital of the Company.

The issue price of the M-Series Shares will be determined by the Board with the consent of the
Supervisory Board in relation to the market price of the Company's shares.

The decision of the Board of the M-Series Shares allocation for individual investors, including the
number of M-Series Shares allocated to each of them, will require the consent of the Supervisory
Board.

The Board assumes that capital bonds with a total nominal value of 250 million PLN will be subject to
conversion
* delete as appropriate
6
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
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……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
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…….………………………………………………………
(place, date ad signature of the Shareholder)
* delete as appropriate
7
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 5
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to:
the increase of the share capital of the Company, excluding the subscription rights
of the existing shareholders of the Company through the issuance of N1-series shares
Pursuant to Article 430, 431 and 432 of the Commercial Companies Code ("the CCC") Extraordinary General
Meeting of "Polimex-Mostostal" SA ("The Company") hereby resolves as follows:
§1
1. Increases in share capital of the Company by an amount of not less than 12,000,000 PLN (in words:
twelve million) and not more than 18,759,526.24 PLN (in words: eighteen million, seven hundred and
fifty-nine thousand, five hundred and twenty-six point twenty-four) through the issuance of not less
than 300,000,000 (in words: three hundred million) and not more than 468,988,156 (in words: four
hundred and sixty-eight million, nine hundred and eighty-eight thousand, one hundred and fifty-six)
ordinary bearer N1-series shares with a nominal value of PLN 0.04 (in words: zero point zero four) each
(the "N1-Series Shares").
2. M-Series Shares will be acquired by way of a private placement pursuant to Article 431 § 2 point 1) of
the CCC in the private placement directed by the Board of the Company to one or several investors ( or,
as the case may be, in a public offering within the meaning of the Act of July 29, 2005 on Public
Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and
Public Companies (the “Public Offering Act”).
3. In the interest of the Company, the Company's existing shareholders are being deprived of pre-emptive
rights of N1-Series Shares. Hereby a written opinion of the Management Board justifying the reasons
for the exclusion of subscription rights and the manner of determining the issue price of N1-Series
Shares is being adopted.
4. N1-Series Shares will be fully paid in cash prior to the registration of the share capital increase.
5. The issue price of the N1-Series Shares will be determined by the Board with the consent of the
Supervisory Board.
6. N1-Series Shares will participate in the dividend as from 1 January 2012, on a par with the existing
shares of the Company.
7. The Management Board is authorized to:
(a) determine the detailed rules for the offer, including, in particular, the way of subscription of
N1-Series Shares, allocation rules and deadlines for N1-Series Shares subscription;
(b) the selection of investors to which the subscription will be addressed and the conclusion the
N1-Series shares subscription agreements with them on or before [●] 2012, in a case in
which the issue of N1-Series Shares N1 will be conducted in a private placement;
(c) conclude an underwriting agreement, or a similar agreement, with a selected financial
institution, provided that the Management Board considers such an agreement to be
justified.
8. The decision of the Board of the N1-Series Shares allocation to individual subscribers, including the
number of N1-Series Shares allocated to each of them, requires the consent of the Supervisory Board.
* delete as appropriate
8
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§2
1. The Extraordinary General Meeting of Shareholders resolves to apply for admission and the
introduction of N1-Series Shares and rights to introduce the N1-Series Shares to organised
trading on the regulated market of the Warsaw Stock Exchange in Warsaw ("WSE"), and
decides that the N1-Series Shares, and the rights to the N1-Series Shares Shares will be
dematerialized.
2. The Management Board of the Company is authorized to take all actions necessary to
implement this Resolution, including the submission of relevant applications or notifications
to the Financial Supervision Commission, applying for admission of N1-Series Shares and
the rights to N1-Series Shares to organized trading on the regulated market operated by
the Warsaw Stock Exchange, concluding an agreement and taking other steps to register
the N1-Series Shares, and the rights to the N1-Series Shares in the National Depository for
Securities ("NDS"), and submitting an application to enter the N1-Series Shares, and the
rights to the N1-Series Shares to organized trading on the regulated market of the Warsaw
Stock Exchange.
§3
1. Supervisory Board is authorized to determine the final number of N1-series shares, which
will be offered for subscription, as well as to determine the final amount by which the share
capital of the Company is to be increased, with the amount to be determined by the Board
not being less than the minimum sum or greater than the maximum sum of the increase
specified in § 1. 1 hereof.
2. The Management Board is authorized to make a statement in the form of a notarial deed
defining more precisely the share capital increase persuant to Article 310 § 2 of the CCC in
connection with article 431 § 7 of the CCC.
§4
The resolution comes into force on the date of adoption.
Justification of the resolution:

Adoption of the resolution on the capital increase through the issuance of N1-Series Shares
(excluding the subscription rights of the existing shareholders of the Company) is justified
by the intention of allowing the recapitalization of the Company in connection with its
current financial situation by one or more strategic investors.

The issue price of the N1-Series Shares will be determined by the Board with the consent of the
Supervisory Board in relation to the market price of the Company's shares.

The decision of the Board of the N1-Series Shares allocation for individual investors,
including the number of N1-Series Shares allocated to each of them, will require the
consent of the Supervisory Board.

The Board assumes that through the issuance of the N1-Series Shares funds in the
amount of about 235 million PLN will be received
Voting:
For
* delete as appropriate
…………………………… (number of votes)
9
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
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……………………………………………………………………………………………………………………………………………………………………………
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…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
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…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
10
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 6
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: the increase of the share capital of the Company subject to pre-emptive
rights through the issuance of N2-series shares
Pursuant to Article 430, 431, 432, 433 and 436 of the Commercial Companies Code ("CCC"),
the Extraordinary General Meeting of "Polimex-Mostostal" SA (the "Company") hereby
resolves as follows:
§1
1. Increases the share capital of the Company by an amount of not less than PLN 0.04 (in
words: point zero four) and not more than 8,338,465.20 PLN (in words: eight million, three
hundred and thirty-eight thousand, four hundred and sixty-five, point twenty PLN) through
the issuance of not less than 1 (in words: one) and not more than 208,461,639 (in words:
two hundred and eight million, four hundred and sixty-one, six hundred and thirty-nine)
ordinary bearer N2-series shares with a nominal value of PLN 0.04 (in words: point zero
four) each (the "N2-Series Shares").
2. N2-Series Shares will be acquired by way of a closed subscription within the meaning of
431 § 2 point 2 of the CCC carried out in a public offering within the meaning of the Act of
July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial
Instruments to Organised Trading and Public Companies (the “Public Offering Act”).
3. N2-Series Shares will be fully paid in cash prior to the registration of the share capital
increase.
4. The issue price of the N2-Series Shares will be determined by the Board with the consent
of the Supervisory Board.
5. N2-Series Shares may be paid in cash only.
6. [22 November] 2012 is set as the day of pre-emptive rights of N2-Series Shares within the
meaning of Article 432 § 2 of the CCC
7. Shareholders of the Company holding shares in the Company at the end of pre-emptive
rights will be entitled to pre-emptive right of N2-Series Shares, but for every one share of
the Company held at the end of the day the shareholder is entitled to one subscription right
of N2-Series Shares. The number of pre-emptive rights to acquire the necessary priority of
one N2-Series Share is the quotient of the total number of pre-emptive rights and all N2series Shares offered.
8. The following rules for rounding numbers of N2-Series Shares allocated to the person who
made a record in the implementation of pre-emptive rights are being established: the
number of N2-Series Shares allocated to the persons who made a record in the
implementation of pre-emptive rights shall be determined by multiplying the number of
subscription rights of N2-Series Shares, of which the person made an important record of
the number of N2-Series Shares, to the aqusition of which will one pre-emptive right of N2Series Shares will entitle and rounding thus obtained the product down to the nearest
whole number.
§2
1. The Extraordinary General Meeting of Shareholders resolves to apply for admission and the
introduction of N2-Series Shares and rights to introduce the N2-Series Shares to organised
trading on the regulated market of the Warsaw Stock Exchange in Warsaw ("WSE"), and
* delete as appropriate
11
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
decides that the N2-Series Shares, and the rights to the N2-Series Shares Shares will be
dematerialized.
2. The Management Board of the Company is authorized to take all actions necessary to
implement this Resolution, including the submission of relevant applications or notifications
to the Financial Supervision Commission, applying for admission of N2-Series Shares and
the rights to N2-Series Shares to organized trading on the regulated market operated by
the Warsaw Stock Exchange, concluding an agreement and taking other steps to register
the N2-Series Shares, and the rights to the N2-Series Shares in the National Depository for
Securities ("NDS"), and submitting an application to enter the N2-Series Shares, and the
rights to the N2-Series Shares to organized trading on the regulated market of the Warsaw
Stock Exchange.
§3
1. The Management Board is authorized to take all actions relating to the share capital
increase and to determine the detailed terms and conditions of subscription and allotment
of N2-Series Shares, including:
(a) the timing of opening and closing of the subscription of N2-Series Shares,
(b) the arrangements for subscription and allotment Shares and the rules of subscription
and allotment of N2-Series Shares not included in the implementation of pre-emptive
rights of N2-Series Shares and the additional notes,
(c) conclude an underwriting agreement, or a similar agreement, with a selected financial
institution, provided that the Management Board considers such an agreement to be
justified.
2. The decision of the Board of the N1-Series Shares allocation for individual investors,
including the number of N1-Series Shares allocated to each of them, will require the
consent of the Supervisory Board.
3. Dates of opening and closing of the subscription of N2-Series Shares and the date by which
the existing shareholders of the Company will be entitled to exercise pre-emptive rights will
be identified in the Company's prospectus prepared in connection with the public offering of
N2-Series Shares and application for admission and introduction of N2-Series Shares to
trading on WSE
4. The Management Board is authorized to decide to withdraw from the implementation of this
resolution, to suspend its execution, to withdraw from the public offering or the suspense
its conduct at any time with the consent of the Supervisory Board. In deciding whether to
suspend the public offering of the Manafement Board of the Company may not indicate the
new date of the public offering, which date may be established and made available to the
public at a later date.
§4
1. The Supervisory Board is authorized to determine the final number of N2-Series Shares,
which will be offered for subscription and to determine the final amount by which the share
capital is to be increased by the Company, with the amount to be determined by the Board
not being less than the minimum sum nor more than the maximum sum of increase
specified in § 1. 1 hereof.
2. The Management Board is authorized to make a statement in the form of a notarial deed
more precisely defining the share capital increase in accordance with Article 310 § 2 of the
CCC in connection with Article 431 § 7 of the CCC
§5
The resolution comes into force subject to the allocation by the Board for the benefit of
investors, which will be offered to acquire N1-Series Shares issued by the Company
* delete as appropriate
12
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
pursuant to the resolution of the General Meeting No. [●] dated [●] 2012, less than
468,988,156 (in words: four hundred and sixty-eight million, nine hundred and eightyeight thousand, one hundred and fifty-six).
Justification of the Resolution:

Adoption of a resolution on the share capital increase through the issuance of N2-Series
Shares (subject to pre-emptive rights of the existing shareholders of the Company) is
intended to allow the legitimate existing shareholders the recapitalization of the Company
in connection with its current financial situation.

The issue price of N2-series Shares will be determined by the Board of the Company with
the consent of the Supervisory Board in relation to the market price of the Company's
shares.

Decision of the Board of the allocation of N2-Series Shares that are not covered in the
implementation of pre-emptive rights and the additional subscription for individual
investors, including the number of Shares allocated N2 to each of them, will require the
consent of the Supervisory Board.

The resolution on the issue of N2-Series Shares enters into force, provided that the
resolution of the General Meeting on the issue of N1-Series Shares less than 468,988,156
N2-Series Shares will be allocated.

The Board assumes that through the issuance of the N2-Series Shares funds in the
amount of about 104 million PLN will be received
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
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……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………….…………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
13
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 7
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: the issue of subscription warrants excluding the subscription rights of the
existing shareholders, the conditional share capital of the Company increase excluding the
subscription rights of the existing shareholders and amendments to the Articles of Association
Acting pursuant to Article 393, paragraph 5, Article 453 § 2 and 3 of the Commercial
Companies Code (the "CCC") Extraordinary General Meeting of the company "PolimexMostostal" SA (the "Company") provides as follows:
§1
1. Subject to registration by the court of the conditional share capital increase carried out in accordance
with § 6 hereof ("Conditional Increase"), the Company will issue a total of not more than 271,663,288
(in words: two hundred and seventy-one million, six hundred and sixty-three thousand, two hundred
and eighty-eight) registered subscription warrants (collectively, the "Subscription Warrants").
2. The entity which acquired N1-Series Shares and holds the shares of the Company representing at least
15% of the share capital of the Company will be entitled to subscribe for the Subscription Warrants or
any other entity selected by the Board with the consent of the Supervisory Board (the "Eligible Entity").
§2
The number of Subscription Warrants issued to the Eligible Entity and the conditions
entitling such entity to acquire and exercise the rights of the Subscription Warrants
(including the issue price of the O-Series Shares acquired on exercise of the Subscription
Warrants), indicating the date of issue of the Subscription Warrants to the Eligible Entity
and the dates of the exercise of the rights of the Subscription Warrants, will be specified in
separate resolutions of the Board approved by the Supervisory Board, provided that in any
case the number of Subscription Warrants and the O-Series Shares offered to be acquired
under this resolution may not exceed the difference between (i) the number 780,124.918
and (ii) the sum of all shares of N1 and N2 Series issued pursuant to the resolutions of the
General Meeting of Shareholders No. [●] and No. [●] of [●] 2012, acquired by the
subscribers.
§3
1. Subscription Warrants will be issued in the form of a document and can be emitted as
collective. Subscription Warrants may be issued in tranches
2. Subscription Warrants are not transferable.
3. Subscription Warrants will be issued free of charge.
4. Each Subscription Warrant will entitle the holder to acquire one A-Series Share (as defined
in § 6. 1 below) emitted under the conditional share capital increase carried out in
accordance with § 6 hereof.
§4
1. The deadline for the implementation of the exercise of the rights of the Subscription
Warrants will expire on 31 December 2014
* delete as appropriate
14
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
2. Subscription Warrants, with exercised right to subscribe for A-Series Shares shall expire
upon the exercise of the right of the incorporated therein
3. Subscription Warrants with not exercised right to subscribe for A-Series Shares shall expire
in the maximum period specified in § 4. 1 hereof.
§5
1. The Management Board is hereby authorized to take any action in connection with the
issue and allotment of the Warrants to the Eligible Entity.
2. The Subscription rights of the existing shareholders of the Company are being fully
excluded. The Board’s written opinion justifying such an exclusion and the free of charge
nature of the Subscription Warrants is being adopted.
§6
Acting pursuant to Article 432, article 448 and article 449 of the CCC, the Extraordinary
General Meeting hereby resolves as follows:
1. Conditionally increases the share capital of the Company by an amount not greater than
10,866,531.52 PLN (in words: ten million, eight hundred and sixty-six thousand, five
hundred and thirty-one point fifty-two) through the issue of up to 271,663,288 (in words:
two hundred and seventy-one million, six hundred and sixty-three thousand, two hundred
and eighty-eight) ordinary bearer shares of series O with a nominal value of PLN 0.04 (in
words: zero point zero four) each ("O-Series Shares").
2. The purpose of the conditional capital increase is to grant the rights to subscribe for OSeries Shares to the holders of Subscription Warrants
3. The right to subscribe for O-Series Shares may be exercised by the holders of Subscription
Warrants not later than 31 December 2014
§7
1. The issue price of the O-Series Shares acquired on exercise of the Subscription Warrants,
will be determined by the Board with the consent of the Supervisory Board
2. O-Series Shares will only be issued in exchange for cash to holders of Subscription
Warrants who submit a written statement of acquisition of O-Series Shares on the form
prepared by the Company in accordance with art. 451 § 1 of the Commercial Companies
Code and pay the issue price of the O-Series Shares
§8
1. O-Series Shares will participate in the dividend on the following principles:
(a) O-Series Shares issued by the date the dividends specified in the resolution of the
General Meeting on the distribution of profit shall participate in the profit from the profit
for the previous financial year, i.e. from 1 January of the year immediately preceding
the year in which the shares were issued;
(b) O-Series Shares issued on the day after the dividend date specified in the resolution of
the General Meeting on the distribution of profit shall participate in the profit from the
profit for the financial year in which the shares were issued, i.e. from 1 January this
financial year.
2. It is resolved to apply for admission and introduction of O-Series Shares to trading on the
regulated market of the Warsaw Stock Exchange in Warsaw ("WSE") and decided that OSeries Shares will be dematerialized
3. Subject to applicable laws and § 8.4 below, the O-Series Shares will be issued in
dematerialized form. The Management Board is authorized to: (i) the conclusion of the
registration of O-Series Shares in the securities depository operated by the National
* delete as appropriate
15
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
Depository for Securities ("NDS"), (ii) take any other action related to the
dematerialisation of O-Series Shares, and (iii) take all actions necessary for the admission
and introduction of O-Series Shares to trading on the Warsaw Stock Exchange.
4. In case of a refusal of O-Series Shares registration in the depository operated by the NDS,
within one month from the date of application for the introduction of the depository
operated by the National Depository for Securities to trading on the Warsaw Stock
Exchange Management Board is authorized to issue O-Series Shares in a certificated form.
5. The Management Board may carry out some activities related to the issuance of O-Series
Shares, O-Series Shares registration with the NDS and their admission to trading on the
WSE selected investment company.
§9
1. Subscription rights of O-Series Shares for existing shareholders is being excluded. A
written opinion of the Board justifying the exclusion of subscription rights and the manner
of determining the issue price of O-Series Shares is being adopted.
2. The Management Board is hereby authorized to take any action in connection with the
issuance and allotment of the O-Series Shares to Eligible Entities.
§ 10
1. In connection with the conditional share capital increase in accordance with this resolution the
Extraordinary General Meeting of Shareholders it is resolved to amend the Articles of Association by
adding a new paragraph 6 and paragraph in § 9 of the Statute 7 as follows:
„(...)
6. The share capital of the Company is conditionally increased by up to 10,866,531.52 PLN
(in words: ten million, eight hundred and sixty-six thousand, five hundred and thirtyone point fifty-two) and is divided into no more than 271,663,288 (in words: two
hundred and seventy-one million, six hundred and sixty-three thousand, two hundred
and eighty-eight) ordinary bearer shares with a nominal value of PLN 0.04 (in words:
point zero four) each.
7. The purpose of the conditional capital increase referred to in paragraph 6 above is
granting the rights to acquire shares of O-Series Shares to the holders of subscription
warrants issued by the Company pursuant to a resolution of the Extraordinary General
Meeting No. [●] dated [●] 2012. The holders of subscription warrants referred to above
will be entitled to subscribe for O-Series Shares. The right to acquire O-Series Shares
may be exercised up to 31 December 2014.”
2. The Supervisory Board of the Company is authorized to adopt the consolidated text of the
Articles of Association of the Company, taking into account changes resulting from the
provisions of this resolution
§ 11
This resolution comes into force on the date of acquisition of at least [●] M-Series Shares
issued by the Company pursuant to the resolution of the Extraordinary General Meeting No.
[●] dated [●] 2012, acquisition of N1-Series Shares issued by the Company pursuant to the
resolution of the Extraordinary General Meeting No. [●] dated [●] 2012, with the number of at
least 300 million of N1-Series Shares, but less than the maximum number of shares provided
for in the above resolution of the General Meeting (i.e. 468,988,156 N1-Series Shares) and
acquiring at least [●] N2-Series Shares issued by the Company pursuant to the resolution of
the Extraordinary General Meeting No. [●] dated [●] 2012.
Justification of the resolution:
* delete as appropriate
16
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012

The purpose of the resolution is to give the Board the power to offer the investor who will
acquire N1-Series Shares (or any other entity selected by the Board and accepted by the
Supervisory Board) subscription warrants entitling to subscribe for O-Series Shares of the
Company, in order to allow the investor to acquire such shares.

A subscription warrant will entitle to subscribe for one O-Series Share

The issue price of the O-Series Share will be determined by the Board with the consent of
the Supervisory Board.

Rights of warrants can be exercised until 31 December 2014.
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………..…………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………….………………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
17
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 8
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: changes in the Articles of Association and the adoption of the
consolidated text of the Articles of Association
Pursuant to Article 430 of the Code of Commercial Companies (the "CCC") Extraordinary General Meeting
of "Polimex-Mostostal" SA (the "Company") hereby resolves as follows:
§1
1. In connection with the resolutions adopted by the Extraordinary General Meeting No. [●]
and [●] of [●] 2012, the Company's share capital increases Extraordinary General Meeting
resolves to amend § 9. 1 of the Company’s Articles of Association by giving it a new
following content:
㤠9 . 1
Company's share capital is not less than 32,846,163.84 PLN (in words: thirty-two million,
eight hundred and forty-six thousand, one hundred and sixty-three point eighty-four) and
not more than 65,185,514.48 PLN (in words: sixty-five million, one hundred and eightyfive thousand, five hundred and fourteen point forty-eight PLN) and is divided into:
1)
50,050 (in words: fifty thousand and fifty) ordinary registered shares of series A of the
nominal value of PLN 0.04 (in words: point zero four) each,
2)
381,162,225 (in words: three hundred and eighty-one million, one hundred and sixtytwo thousand, two hundred and twenty-five) ordinary bearer shares of series A to F
with a nominal value of PLN 0.04 (in words: point zero four) each admitted to trading,
3)
235,873 (in words: two hundred and thirty-five thousand, eight hundred and seventythree) ordinary bearer shares of series G with a nominal value of PLN 0.04 (in words:
point zero four) each admitted to trading,
4)
25,822,625 (in words: twenty-five million, eight hundred and twenty-two thousand,
six hundred and twenty-five) ordinary bearer shares of series H with a nominal value
of PLN 0.04 (in words: point zero four) each admitted to trading,
5)
57,320,725 (in words: fifty-seven million, three hundred and twenty thousand, seven
hundred and twenty-five) ordinary bearer shares of series I with a nominal value of
PLN 0.04 (in words: point zero four) each admitted to trading,
6)
38,733,090 (in words: thirty-eight million, seven hundred and thirty-three thousand,
ninety) ordinary bearer shares of series K with a nominal value of PLN 0.04 (in words:
point zero four) each admitted to trading,
7)
17,829,488 (in words: seventeen million, eight hundred and twenty-nine thousand,
four hundred and eighty-eight) ordinary bearer shares of series L with a nominal value
of PLN 0.04 (in words: point zero four) each admitted to trading,
8)
not less than 1 (in words: one) and not more than 431,034,000 (in words: four
hundred and thirty-one million, thirty-four thousand) ordinary bearer shares of series
M with a nominal value of PLN 0.04 (in words: point zero four) each,
* delete as appropriate
18
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
9)
not less than 300,000,000 (in words: three hundred million) and not more than
468,988,156 (in words: four hundred and sixty-eight million, nine hundred and eightyeight thousand, one hundred and fifty-six) ordinary bearer shares of N1 series with a
nominal value of PLN 0.04 (in words: point zero four) each;
10) not less than 1 (in words: one) and not more than 208,461,630 (in words: two
hundred and eight million, four hundred and sixty-one thousand, six hundred and
thirty) ordinary bearer shares of series N2 with a nominal value of PLN 0.04 (in words:
point zero four) each.
2. The content of the Company's Articles of Association § 9 section 1 will be determined by
the Board pursuant to Article 310 in connection with Article 431 § 7 of the CCC.
§2
3. In connection with § 1 of this resolution, the Extraordinary General Meeting resolves to
adopt the uniform text of the Company as follows:
ARTICLES OF ASSOCIATION OF POLIMEX-MOSTOSTAL SA
§ 1.
The company name is: „Polimex-Mostostal” Spółka Akcyjna.
The Company may use the abbreviated name of ‘Polimex-Mostostal’ SA and a graphic sign
distinguishing the Company.
§ 2.
The registered office of the Company is located in the city of Warsaw.
§ 3.
The Company has been established for an indefinite period of time.
§ 4.
The Company operates on the territory of the Republic of Poland and outside its boundaries on condition of
obtaining licences provided for in the law.
§ 5.
The Company may establish its branch offices, agencies, representations, plants and other organisational
units with respect to conducting manufacturing, service, commercial, design as well as research and
development activity.
§ 6.
The Company may establish and participate in domestic and foreign companies.
§ 7.
The Company's line of business in particular includes:
1.
Growing of non-perennial crops (NACE 01.1),
2.
Growing of perennial crops (NACE 01.2),
3.
Support activities to agriculture and post-harvest crop activities (NACE 01.6)
* delete as appropriate
19
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
4.
Support services to forestry (NACE 02.4),
5.
Quarrying of stone, sand and clay (NACE 08.1),
6.
Support activities for petroleum and natural gas extraction (NACE 09.1),
7.
Support activities for other mining and quarrying (NACE 09.9),
8.
Manufacture of products of wood, cork, straw and plaiting materials (NACE 16.2),
9.
Manufacture of articles of concrete, cement and plaster (NACE 23.6),
10.
Cutting, shaping and finishing stone (NACE 23.7),
11.
Manufacture of abrasive products and non-metallic mineral products n.e.c. (NACE 23.9),
12.
Manufacture of tubes, pipes, hollow profiles and related fittings, of steel (NACE 24.2),
13.
Manufacture of other products of first processing of steel (NACE 24.3),
14.
Manufacture of structural metal products (NACE 25.1),
15.
Manufacture of tanks, reservoirs and containers of metal (NACE 25.2),
16.
Manufacture of steam generators, except central heating hot water boilers, (NACE 25.3),
17.
Forging, pressing, stamping and roll-forming of metal; powder metallurgy (NACE 25.5),
18.
Treatment and coating of metals; machining (NACE 25.6),
19.
Manufacture of cutlery, tools and general hardware (NACE 25.7),
20.
Manufacture of other fabricated metal products (NACE 25.9),
21.
Manufacture of electronic components and boards (NACE 26.1),
22.
Manufacture of computers and peripheral equipment (NACE 26.2),
23.
Manufacture of electric motors, generators, transformers and electricity distribution and
control apparatus (NACE 27.1),
24.
Manufacture of wiring and wiring devices (NACE 27.3),
25.
Manufacture of domestic appliances (NACE 27.5),
26.
Manufacture of other electrical equipment (NACE 27.9),
27.
Manufacture of general-purpose machinery (NACE 28.1),
28.
Manufacture of other general-purpose machinery (NACE 28.2),
* delete as appropriate
20
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
29.
Manufacture of agricultural and forestry machinery (NACE 28.3),
30.
Manufacture of metal forming machinery and machine tools (NACE 28.4),
31.
Manufacture of other special-purpose machinery (NACE 28.9),
32.
Manufacture of bodies (coachwork) for motor vehicles; manufacture of trailers and semitrailers (NACE 29.2),
33.
Building of ships and boats (NACE 30.1),
34.
Manufacturing n.e.c. (NACE 32.9),
35.
Repair of fabricated metal products, machinery and equipment (NACE 33.1),
36.
Installation of industrial machinery and equipment (NACE 33.2),
37.
Electric power generation, transmission and distribution (NACE 35.1),
38.
Steam and air conditioning supply (NACE 35.3),
39.
Waste collection (NACE 38.1),
40.
Waste treatment and disposal (NACE 38.2),
41.
Materials recovery (NACE 38.3),
42.
Development of building projects (NACE 41.1),
43.
Construction of residential and non-residential buildings (NACE 41.2),
44.
Construction of roads and railways (NACE 42.1),
45.
Construction of utility projects (NACE 42.2),
46.
Construction of other civil engineering projects (NACE 42.9),
47.
Demolition and site preparation (NACE 43.1),
48.
Electrical, plumbing and other construction installation activities (NACE 43.2),
49.
Building completion and finishing (NACE 43.3),
50.
Other specialised construction activities (NACE 43.9),
51.
Wholesale on a fee or contract basis (NACE 46.1),
52.
Wholesale of information and communication equipment (NACE 46.5),
53.
Wholesale of other machinery, equipment and supplies (NACE 46.6),
* delete as appropriate
21
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
54.
Other specialised wholesale (NACE 46.7),
55.
Non-specialised wholesale trade (NACE 46.9),
56.
Retail sale in non-specialised stores (NACE 47.1),
57.
Retail sale of other household equipment in specialised stores (NACE 47.5),
58.
Retail sale of other goods in specialised stores (NACE 47.7),
59.
Retail trade not in stores, stalls or markets (NACE 47.9),
60.
Other passenger land transport (NACE 49.3),
61.
Freight transport by road and removal services (NACE 49.4),
62.
Warehousing and storage (NACE 52.1),
63.
Support activities for transportation (NACE 52.2),
64.
Hotels and similar accommodation (NACE 55.1),
65.
Holiday and other short-stay accommodation (NACE 55.2),
66.
Other accommodation (NACE 55.9),
67.
Restaurants and mobile food service activities (NACE56.1),
68.
Event catering and other food service activities (NACE 56.2,)
69.
Beverage serving activities (NACE 56.3),
70.
Publishing of books, periodicals and other publishing activities (NACE 58.1),
71.
Software publishing (NACE 58.2),
72.
Sound recording and music publishing activities (NACE 59.2),
73.
Radio broadcasting (NACE 60.1),
74.
Computer programming, consultancy and related activities (NACE 62.0),
75.
Data processing, hosting and related activities; web portals (NACE 63.1),
76.
Activities of holding companies (NACE 64.2),
77.
Other financial service activities, except insurance and pension funding (NACE 64.9),
78.
Buying and selling of own real estate (NACE 68.1),
79.
Rental and operating of own or leased real estate (NACE 68.2),
* delete as appropriate
22
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
80.
Real estate activities on a fee or contract basis (NACE 68.3),
81.
Legal activities (NACE 69.1),
82.
Activities of head offices (NACE 70.1),
83.
Management consultancy activities (NACE 70.2),
84.
Architectural and engineering activities and related technical consultancy (NACE 71.1),
85.
Technical testing and analysis (NACE 71.2),
86.
Market research and public opinion polling (NACE 73.2),
87.
Other professional, scientific and technical activities n.e.c. (NACE 74.9),
88.
Rental and leasing of motor vehicles (NACE 77.1),
89.
Rental and leasing of personal and household goods (NACE 77.2),
90.
Rental and leasing of other machinery, equipment and tangible goods (NACE 77.3),
91.
Activities of employment placement agencies (NACE 78.1),
92.
Temporary employment agency activities (NACE 78.2),
93.
Other human resources provision (NACE 78.3),
94.
Other reservation service and related activities (NACE 79.9),
95.
Security systems service activities (NACE 80.2),
96.
Landscape service activities (NACE 81.3),
97.
Office administrative and support activities (NACE 82.1),
98.
Organisation of conventions and trade shows (NACE 82.3),
99.
Other education (NACE 85.5),
100.
Educational support activities (NACE 85.6),
101.
Działalność związana ze sportem (NACE 93.1),
102.
Amusement and recreation activities (NACE 93.2),
103.
Repair of computers and communication equipment (NACE 95.1),
104.
Granules and powder of pig iron, specular pig iron or steel (NACE 24.10.14),
105.
Manufacture of basic precious and other non-ferrous metals (NACE 24.4).
* delete as appropriate
23
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§ 8.
The Company conducts its activity pursuant to applicable regulations, in particular provisions of the Code of
Commercial Companies and provisions of these Articles of Association.
CAPITAL SHARE AND COMPANY FUNDS
The rights and obligations of Shareholders
§ 9.
1. Company's share capital is not less than 32,846,163.84 PLN (in words: thirty-two million, eight hundred
and forty-six thousand, one hundred and sixty-three point eighty-four) and not more than 65,185,514.48
PLN (in words: sixty-five million , one hundred and eighty-five thousand, five hundred and fourteen point
forty-eight PLN) and is divided into:
1)
37,550 (in words: thirty-seven thousand, five hundred and fifty) ordinary registered A-series shares
with a nominal value of PLN 0.04 (in words: point zero four) each
2)
381,162,225 (in words: three hundred and eighty-one million, one hundred and sixty-two thousand,
two hundred and twenty-five) ordinary bearer shares of series A to F with a nominal value of PLN 0.04 (in
words: point zero four) each admitted to trading
3)
235,873 (in words: two hundred and thirty-five thousand, eight hundred and seventy-three)
ordinary bearer shares of series G with a nominal value of PLN 0.04 (in words: point zero four) each
admitted to trading
4)
25,822,625 (in words: twenty-five million, eight hundred and twenty-two thousand, six hundred
and twenty-five) ordinary bearer shares of series H with a nominal value of PLN 0.04 (in words: point zero
four) each admitted to trading
5)
57,320,725 (in words: fifty-seven million, three hundred and twenty thousand, seven hundred and
twenty-five) ordinary bearer shares of series I with a nominal value of PLN 0.04 (in words: point zero four)
each admitted to trading
6)
38,733,090 (in words: thirty-eight million, seven hundred and thirty-three thousand, ninety)
ordinary bearer shares of series K with a nominal value of PLN 0.04 (in words: point zero four) each
admitted to trading
7)
17,829,488 (in words: seventeen million, eight hundred and twenty-nine thousand, four hundred
and eighty-eight) ordinary bearer shares of series L with a nominal value of PLN 0.04 (in words: point zero
four) each admitted to trading
8)
not less than 1 (in words: one) and not more than 431,034,000 (in words: four hundred and thirtyone million, thirty-four thousand) ordinary bearer shares of series M with a nominal value of PLN 0.04 (in
words: point zero four) each
9)
not less than 300,000,000 (in words: three hundred million) and not more than 468,988,156 (in
words: four hundred and sixty-eight million, nine hundred and eighty-eight thousand, one hundred and
* delete as appropriate
24
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
fifty-six) ordinary bearer shares of N1 series with a nominal value of PLN 0.04 (in words: point zero four)
each
10)
not less than 1 (in words: one) and not more than 208,461,630 (in words: two hundred and eight
million, four hundred and sixty-one thousand, six hundred and thirty) ordinary bearer shares of series N2
with a nominal value of PLN 0.04 (in words: point zero four) each
2. The share capital of the Company is conditionally increased by an amount not more than 651,965.52 (in
words: six hundred and fifty-one thousand, nine hundred and sixty-five point fifty-two PLN), through the
issuance of not more than 16,299,138 (in words: sixteen million, two hundred and ninety-nine thousand,
one hundred and thirty-eight) bearer shares of series G, with nominal value of PLN 0.04 (in words: point
zero four) each.
3. The purpose of the share capital increase referred to in paragraph 2 is the granting of rights to acquire Gseries shares to the holders of subscription warrants issued pursuant to the resolutions of the General
Meeting of 31 January 2006.
4. The share capital of the Company is conditionally increased by an amount of not more than 928,687.32
(on words: nine hundred and twenty-eight thousand, six hundred and eighty-seven point thirty-two PLN),
through the issuance of not more than 23,217,183 (in words: twenty-three million, two hundred and
seventeen thousand, one hundred and eighty-three) bearer shares of series J, with nominal value of PLN
0.04 (in words: point zero four) each.
5. The purpose of the share capital increase referred to in paragraph 4 is the granting of rights to acquire Jseries shares to the holders of subscription warrants issued pursuant to the resolutions of the General
Meeting of 4 July 2008
§ 10.
Deleted.
§ 11.
Deleted.
§ 12.
Deleted.
§ 13.
1.
Ordinary bearer shares shall not be issued to shareholders but deposited with a deposit
indicated by the Management Board of the Company, competent in accordance with the provisions
regarding trade in financial instruments.
2.
The only document ascertaining the right to dispose the share and exercise rights under other
shares shall be a depository certificate.
3.
Bearer shares shall not be convertible to registered shares.
* delete as appropriate
25
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§ 14.
Deleted.
§ 15.
Deleted.
§ 16.
1.
Business capital may be increased by means of an issue of new shares or increasing the
nominal value of the shares.
2.
Public subscription for shares shall be allowed.
3.
Increase of the business capital may also take place by means of assigning part of the
supplementary or reserve capital to share capital.
§ 17.
The Company shall have the right, pursuant to a resolution of a General Meeting of Shareholders, to issue
convertible bonds
§ 18.
Shares shall be hereditable.
Shares shall be inherited on general terms.
§ 19.
Deleted.
§ 20.
A share shall carry one vote in the General Meeting of Shareholders.
§ 21.
No person shall be deemed a shareholder of the company excluding those entered in the share register or
those holding bearer shares.
§ 22.
Shareholders shall be bound to secrecy with respect to information obtained in relation to the activity
conducted by the Company.
§ 23.
1.
Shares can be redeemed.
2.
Akcje Shares can be redeemed either against the shareholder’s approval in the course of
acquisition thereof by the Company (voluntary redemption) or without their consent (compulsory
redemption).
3.
Detailed terms and course of share redemption shall from time to time be decided upon in a
resolution of the General Meeting of Shareholders.
* delete as appropriate
26
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§ 24.
Deleted.
§ 25.
Shares shall be redeemed in the order of submission of applications to the Management Board by the end
of the working year.
§ 26.
1.
Shareholders shall have the right to a share in the annual profit allocated to distribution by
the General Meeting of Shareholders.
2.
In the event of appropriation of profit to dividend, the record day and the dividend payment
date shall be established by the General Meeting of Shareholders.
§ 27.
1. The Company creates: supplementary capital,
- reserve capital,
- Company Social Benefits Fund,
- miscellaneous special purpose funds provided for in the law.
2. Supplementary capital is created to cover balance sheet losses. The General Meeting of Shareholders
shall decide on the allocation of supplementary capital to other purposes..
3. Supplementary capital is created from write-offs from profit for distribution. Write-offs for the capital
may not be less than 8% of net profit for distribution.
4. Write-offs for supplementary capital may be waived if the balance thereof is equal to one third of the
share capital.
5. The Company creates reserve capital allocated to purposes provided for in a regulation of the General
Meeting of Shareholders.
6. The amount of write-offs for the Company’s capitals and funds is determined by the General Meeting
of Shareholders pursuant to the provisions of these Articles of Association.
COMPANY BODIES
§ 28.
Company Dobies comprise:
1.
General Meeting of Shareholders.
2.
Supervisory Board.
3.
Management Board.
§ 29.
General Meeting of Shareholders is the supreme body of the Company.
§ 30.
1. General Meetings may be ordinary or extraordinary.
* delete as appropriate
27
Form to exercise voting right by proxy
at the Extraordinary General Meeting
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convened for 15 October 2012
2. Ordinary General Meetings shall be convened by the Management Board annually by 30 June of the
year following the working year.
3. The Supervisory Board shall have the right to convene an Ordinary General Meeting if the
Management Board fails to do so within time stipulated in subparagraph (2), and to convene an
Extraordinary General Meeting if deemed appropriate.
4. Extraordinary General Meetings shall be convened by the Management Board independently if
required or upon a motion submitted by the Supervisory Board.
5. Shareholder(s) representing minimum one twentieth of the business capital may request convening
of an Extraordinary General Meeting and inclusion of particular issues on the agenda of the said
General Meeting. The request to convene an Extraordinary General Meeting shall be submitted to
the Management Board in a written form or in electronic format. If the Extraordinary General
Meeting has not been convened within two weeks of submission of the request to the
Management Board, the registration court may authorise the shareholders who made the request
to convene the Extraordinary General Meeting. The court shall appoint the chairperson of this
General Meeting.
6. Extraordinary General Meetings may also be convened by shareholders representing minimum half
of the business capital or minimum half of the total number of votes. The shareholders shall
appoint the chairperson of this General Meeting.
7. A shareholder or shareholders representing minimum one twentieth of the business capital may
demand inclusion of particular issues on the agenda of the coming General Meeting. The request
shall be submitted to the Management Board not later than within 21 days prior to the set date of
the General Meeting. The request should include a justification or a draft resolution related to the
proposed agenda item. The request may be submitted in electronic format.
§ 31.
1. The General Meeting shall be valid irrespective of the number of shares represented therein.
2. General Meetings shall be held at the premises of the Company.
§ 32.
1. No resolution shall be adopted on a matter not included on the agenda, excluding where the entire
business capital is represented at the Meeting of Shareholders and none of those present have
objected to adopting the resolution.
2. Resolutions of the General Meeting shall be adopted by absolute majority of votes, save for matters
with respect to which the Code of Commercial Companies or the provisions of these Articles of
Association stipulate otherwise.
3. A resolution on abstaining from examination of an issue included on the agenda may solely be
adopted in the event of material reasons supporting it. A motion related to such an issue shall be
justified in detail. Removing from the agenda or abstaining from examination of an issue included
on the agenda upon request from the shareholders shall require a resolution of the General
Meeting following a prior consent of all the present shareholders who have submitted the request,
supported by 75% of votes from shareholders present and entitled to vote in the General Meeting.
4. A General Meeting shall be opened by the President or the Vice-president of the Supervisory Board
and, in the event of their absence – by the President of the Management Board or a person
nominated by the Management Board, after which the General Meeting shall appoint the
chairperson from among its members..
§ 33.
1. Competences of the General Meeting shall in particular include:
a. examination and authorisation of the financial statement and the Management Board’s
report on the activity of the Company in the previous working year,
* delete as appropriate
28
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
b. granting the members of the Supervisory Board and of the Management Board a vote of
acceptance acknowledging fulfilment of duties,
c. adoption of resolutions on the distribution of profit or covering loss,
d. appointment and dismissal of the members of the Supervisory Board,
e. amending the Articles of Association of the Company,
f. increasing and decreasing the capital share,
g. Deleted.
h. creating and dissolving special funds,
i. authorising the Rules of Procedure of the Supervisory Board,
j. determining the rules of remunerating the members of the Supervisory Board,
k. expressing consent to the issue of convertible bonds or senior bonds,
l. expressing consent to disposal and lease of company or an organised part thereof and to
establishment of a limited property right thereto,
m. determination of the agenda of the General Meeting,
n. adopting resolutions with respect to redemption of shares against the shareholder’
approval in the course of acquisition thereof by the Company and determining the terms
of such redemption,
o. adopting resolutions with respect to merger, dissolution and liquidation of the Company
and appointing liquidators,
p. examining issues reported by the Supervisory Board and the Management Board as well
as by the shareholders.
2. Purchase and disposal of real property, perpetual usufruct or share in real property shall not
require resolutions to be adopted by the General Meeting.
§ 34.
1. The Supervisory Board shall comprise minimum five members appointed by the General Meeting
for a joint term of office.
2. The number of members of the Supervisory Board of consecutive terms of office shall be
determined by the General Meeting upon appointment.
3. At least half of the Supervisory Board members ought to be independent persons, each and every
one complying with the following prerequisites:
(a) they are not an employee of the Company or of the entity (directly or indirectly) dominant over
the Company or dependent thereon,
(b) they are not a member of the Supervisory Board or the Management Board of the entity (directly
or indirectly) dominant over the Company or dependent thereon,
(c) they are not a holder of 5% or more voting rights in the General Meeting of the Company or of
the entity (directly or indirectly) dominant over the Company or dependent thereon ,
4. they are not a member of the Supervisory Board or of the Management Board, or an employee of
the entity holding 5% or more voting rights in the General Meeting of the Company or of the
entity (directly or indirectly) dominant over the Company or dependent thereon ,
5. they are not an ascendant, a descendant, a spouse, a sibling, a spouse’s parent or an adoptee of
any of the persons provided for in the preceding items.
* delete as appropriate
29
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§ 35.
The Supervisory Board’s term of office shall be three years.
§ 36.
1. The Supervisory Board shall appoint the Chairman, Vice-Chairman and Secretary out of its
members.
2. For the resolutions of the Supervisory Board to be valid, minimum half of its members shall be
present at the meeting and all the members have been invited.
3. Resolutions shall be adopted by majority of votes of the members of the Board present at the
meeting.
4. In the event of an equal number of votes, the Chairman shall have the casting vot.
5. The Supervisory Board may adopt resolutions in writing or with the application of means of direct
remote communication, subject to Article 388 § 4 of the Code of Commercial Companies.
6. Members of the Supervisory Board may participate in adopting resolutions, casting their votes in
writing via another member of the Supervisory Board. Casting a vote in writing shall not apply to
matters included on the agenda during the meeting of the Supervisory Board.
7. When fulfilling their duties, members of the Supervisory Board shall have the right to review all
documents of the Company and demand explanations from all the employees thereof.
§ 37.
The Supervisory Board shall perform continuous monitoring over the activity of the Company in all the
branches thereof.
§ 38.
Specific duties of the members of the Supervisory Board include:
1. evaluation of the Management Board’s report on the activity of the Company and of the financial
statement for the preceding working year with respect to their conformity with books and
documents and with the actual state of things, and of the Management Board’s motions on the
distribution of profit or covering loss,
2. submitting to the General Meeting a written annual report on the audit of the Company’s activity,
3. concluding employment contracts with the members of the Management Board and exercising with
respect to them - on behalf of the Company – the rights arising from the employment relation,
inclusive of determining the rules of remunerating the members of the Management Board,
4. suspending individual or all the members of the Management Board from their duties for material
reasons,
5. delegating members of the Supervisory Board to temporary performance of duties of the members
of the Management Board who are incapable of fulfilling their duties,
6. monitoring execution of resolutions of the General Meeting,
7. providing opinions on draft amendments to the Articles of Association of the Company,
8. expressing consent to the establishment of or accession to another Company,
9. fulfilling other duties ordered by the General Meeting and provided for in the law or the Articles of
Association of the Company,
10. selecting certified auditors to audit annual financial statements of the Company,
11. determining uniform text of the Articles of Association of the Company,
12. expressing consent to purchase and disposal of real property, perpetual usufruct or share in real
property of a value exceeding 1/3 of the Company’s business capital,
13. Deleted.
14. authorising regulations pertaining to the use of the Company’s reserve funds,
15. authorising annual financial plans of the Company as well as any deviations therefrom,
* delete as appropriate
30
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
16. authorising the Rules of Procedure of the Management Board as well as amendments thereto,
17. expressing consent to disposal of the Company’ shares and determining terms on which the shares
may be disposed of,
18. expressing consent to the establishment or disestablishment of branch offices.
§ 39.
1. The Management Board shall be composed of one or more members. Number of members of the
Management Board shall be determined by the Supervisory Board.
2. Shareholders and non-shareholders may be appointed to the Management Board.
3. Members of the Management Board shall be appointed and dismissed by the Supervisory Board.
§ 40.
The Management Board’s term of office shall be three years.
§ 41.
1. Management Board exercises all the powers and functions with respect to the management of the
Company and acts on behalf of the Company in all matters not being exclusive competences of the
General Meeting or of the Supervisory Board.
2. The Management Board shall represent the Company both in and out of court.
§ 42.
1. If the Management Board comprises one member the Supervisory Board shall appoint the
President thereof; if the Management Board comprises several members they shall appoint the
President, Vice-Presidents and the other members thereof.
2. The structure and the competences of the Management Board and the members thereof shall be
determined by the Supervisory Board in the course of a resolution.
§ 43.
In contracts between the Company and the members of the Management Board, likewise in disputes
therewith, the Company shall be represented by the Supervisory Board or by an attorney appointed under
a resolution of the General Meeting.
§ 44.
Resolutions of the Management Board shall be adopted by majority of votes cast by present members. In
the event of an equal number of votes, the President of the Management Board shall have the casting vote.
§ 45.
1. Each of the members of the Management Board shall have the right and obligation to manage the
affairs of the Company.
2. The Management Board shall manage the assets and rights of the Company and fulfil its obligations
with diligence required in economic trade.
§ 46.
If the Management Board comprises several members, the following persons shall be authorised to make
statements and put signatures on behalf of the Company: independently – the President of the
Management Board or two members of the Management Board (Vice-Presidents of Members thereof)
acting jointly, or one member of the Management Board (Vice-President or a Member thereof) and a proxy
acting jointly.
* delete as appropriate
31
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
§ 47.
A member of the Management Board and a member of the Supervisory Board shall not, without the
Company’s consent, conduct competitive business or be a partner in a competitive company (a civil law
partnership or a private company) or be a member of a body of a joint stock company.
§ 48.
1. Internal organisation of the Company shall be provided for in the Organisational Rules of Procedure
authorised by the Supervisory Board.
2. The President of the Management Board shall determine the scope of rights, obligations and
responsibilities on individual positions.
ACCOUNTANCY OF THE COMPANY
§ 49.
The working year of the Company is the calendar year.
§ 50.
Deleted.
DISSOLUTION AND LIQUIDATION OF COMPANY
§ 51.
Dissolution of the Company shall take place pursuant to a resolution of the General Meeting or in other
cases provided for in the Code of Commercial Companies.
§ 52.
Dissolution of the Company shall follow liquidation thereof.
§ 53.
Liquidation shall be carried out under the name of the Company supplemented with <in liquidation>.
§ 54.
Notifications to be made by the Company pursuant to the law shall be published in the ‘Monitor Sądowy
i Gospodarczy’ unless special provisions stipulate otherwise.
* delete as appropriate
32
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………….…………………………………………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
33
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 9
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with recpect to: the consent to the sale of the organised part of the Company under the
name of Polimex-Mostostal ZREW Division Transformers Branch in Łódź at Rokicińska
Street 144.
Pursuant to Article 393 item 3) of the Commercial Companies Code (the "CCC"), and § 33
paragraph 1 point l) of the Articles of Association of the Company, the Extraordinary General
Meeting "Polimex-Mostostal" SA (the "Company") hereby resolves as follows:
§1
Hereby approves the sale by the Company of the organized part of the Company, separate
from the structure of the Company, under the name of Polimex-Mostostal ZREW Division
Transformers Branch in Łódź at Rokicińska 144 Street, which is separate in terms of
organization and financial structure of the Company whose core business is the production,
modernization and overhauls and full diagnostics of oil power transformers ("Transformers
Division"). Transformers Division includes
(a)
assets and the rights to the intangible assets associated with functional and
organizational activities of the Transformers Division
(b)
ownership or perpetual usufruct of the following property: the land dedicated to the
perpetual use of the area 23,814 m2 with a separate real estate for which the District
Court for Łódź-Downtown XVI Land Registry carries out the Land Register No.
LD1M/00158655/2;
(c)
any movable property functionally and organizationally related to the Transformers
Division;
(d)
cash receivables (receivables and claims) functionally related to the Company's
operations in the Transformers Division;
(e)
cash in the bank and in hand, functionally, organizationally and financially associated
with the Company's activities in the Transformers Division;
(f)
rights and claims arising out of any contracts related functionally, organizationally and
financially with the Transformers Division;
(g)
financial accounting documentation related to the functioning of the Transformers
Division.
§2
Transformers Division will be sold by the Company to a third party at market prices.
§3
The Management Board is authorized to:
(a)
determine the detailed conditions of the sale of the organised part of the Company
referred to in this resolution, including the way of meeting the obligations associated
with the functioning of the Transformers Division;
* delete as appropriate
34
Form to exercise voting right by proxy
at the Extraordinary General Meeting
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convened for 15 October 2012
(b)
identify specific tangible and intangible assets that make up the organised part of the
Company referred to in this resolution;
(c)
determine the value and the sale price of the organised part of the Company referred to
in this resolution;
(d)
conclude agreements necessary for the sale of the organised part of the Company
referred to in this resolution;
(e)
to all factual and legal measures as may be necessary for the implementation of this
resolution;
provided that the Board shall inform the Supervisory Board of: (i) the final sale price offered for the
Transformers Division and (ii) the entity which is the buyer of the Transformers Division and obtain the
consent of the Supervisory Board on the performance of the transaction.
§4
The resolution comes into force on the date of its adoption.
Justification of the Resolution:

The adoption of a resolution with respect to the consent to the sale of the organised part of
the Company under the name of Polimex-Mostostal ZREW Division Transformers Branch in
Łódź at Rokicińska Street 144 is associated with the process of the sale of non-operating
assets of the Company's.

Adoption of the resolution is required by art. 393 item 3) of the Code of Commercial
Companies.

The sale price of the Transformers Division and the entity which is the buyer of the
Transformers Division will require the consent of the Supervisory Board.
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………………………………………..………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
* delete as appropriate
35
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………….………………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
36
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 10
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with recpect to: the consent to the sale of the organised part of the Company under the
name of Polimex-Mostostal SA Corrosion Protection Division in Dębica at Metalowców
Street 25.
Pursuant to Article 393 item 3) of the Commercial Companies Code (the "CCC"), and § 33
paragraph 1 point l) of the Articles of Association of the Company, the Extraordinary General
Meeting "Polimex-Mostostal" SA (the "Company") hereby resolves as follows:
§1
Hereby approves the sale by the Company of the organized part of the Company, separate
from the structure of the Company, under the name of Polimex-Mostostal SA Corrosion
Protection Division in Dębica at Metalowców Street 25, which is separate in terms of
organization and financial structure of the Company whose core business is hot-dip galvanizing,
metal spraying and painting of steel structures ("Galvanising Branch Dębica"). Galvanising
Branch Dębica includes
(a)
assets and the rights to the intangible assets associated with functional and
organizational activities of the Galvanising Branch Dębica
(b)
ownership or perpetual usufruct to the following property: plots no., 430/52, 430/142,
430/144, 430/146, 430/154, 430/49, 430/140, 430/155, 430/157, 430/159, 430/51,
430/108, 430/109 with a total area of 36,459 m², for which the District Court in Dębica
carries out the following land registers: RZ1D/00049199/3, 75851, 76961,
RZ1D/00078572/4, RZ1D / 00049202/8;
(c)
any movable property functionally and organizationally related to the Galvanising
Branch Dębica;
(d)
cash receivables (receivables and claims) functionally related to the Company's
operations in the Galvanising Branch Dębica;
(e)
cash in the bank and in hand, functionally, organizationally and financially associated
with the Company's activities in the Galvanising Branch Dębica;
(f)
rights and claims arising out of any contracts related functionally, organizationally and
financially with the Galvanising Branch Dębica;
(g)
financial accounting documentation related to the functioning of the Galvanising Branch
Dębica.
§2
The Galvanising Branch Dębica will be sold by the Company to a third party at market prices.
§3
The Management Board is authorized to:
(a)
determine the detailed conditions of the sale of the organised part of the Company
referred to in this resolution, including the way of meeting the obligations associated
with the functioning of the Galvanising Branch Dębica;
* delete as appropriate
37
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
(b)
identify specific tangible and intangible assets that make up the organised part of the
Company referred to in this resolution;
(c)
determine the value and the sale price of the organised part of the Company referred to
in this resolution;
(d)
conclude agreements necessary for the sale of the organised part of the Company
referred to in this resolution;
(e)
to all factual and legal measures as may be necessary for the implementation of this
resolution;
provided that the Board shall inform the Supervisory Board of: (i) the final sale price offered for the
Galvanising Branch Dębica and (ii) the entity which is the buyer of the Galvanising Branch Dębica
and obtain the consent of the Supervisory Board on the performance of the transaction.
§4
The resolution comes into force on the date of its adoption.
Justification of the Resolution:

The adoption of a resolution with respect to the consent to the sale of the organised part of
the Company under the name of Polimex-Mostostal SA Corrosion Protection Division in
Dębica at Metalowców Street 25 is associated with the process of the sale of nonoperating assets of the Company's.

Adoption of the resolution is required by art. 393 item 3) of the Code of Commercial
Companies.

The sale price of the Galvanising Branch Dębica and the entity which is the buyer of the
Galvanising Branch Dębica will require the consent of the Supervisory Board.
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
* delete as appropriate
38
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………….…………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
39
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 11
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to: the consent to the sale of the organised part of the Company under the
name of Polimex-Mostostal SA Corrosion Protection Częstochowa Branch in Częstochowa
at Korfantego Street 29
Pursuant to Article 393 item 3) of the Commercial Companies Code (the "CCC"), and § 33
paragraph 1 point l) of the Articles of Association of the Company, the Extraordinary General
Meeting "Polimex-Mostostal" SA (the "Company") hereby resolves as follows:
§1
Hereby approves the sale by the Company of the organized part of the Company, separate
from the structure of the Company, under the name of Polimex-Mostostal SA Corrosion
Protection Częstochowa Branch in Częstochowa at Korfantego Street 29, which is separate in
terms of organization and financial structure of the Company whose core business is hot-dip
galvanizing, metal spraying and painting of steel structures ("Galvanising Branch Częstochowa").
Galvanising Branch Częstochowa includes
(a)
assets and the rights to the intangible assets associated with functional and
organizational activities of the Galvanising Branch Częstochowa
(b)
ownership or perpetual usufruct to the following property: land designated as a land
built register no. 2/322 with a total area of 52,981 m², for which the District Court in
Częstochowa IX Land Registry carries out the land register no. CZ1C/00127980/1;
(c)
any movable property functionally and organizationally related to the Galvanising
Branch Częstochowa;
(d)
cash receivables (receivables and claims) functionally related to the Company's
operations in the Galvanising Branch Częstochowa;
(e)
cash in the bank and in hand, functionally, organizationally and financially associated
with the Company's activities in the Galvanising Branch Częstochowa;
(f)
rights and claims arising out of any contracts related functionally, organizationally and
financially with the Galvanising Branch Częstochowa;
(g)
financial accounting documentation related to the functioning of the Galvanising Branch
Częstochowa.
§2
The Galvanising Branch Częstochowa will be sold by the Company to a third party at market prices.
§3
The Management Board is authorized to:
(a)
determine the detailed conditions of the sale of the organised part of the Company
referred to in this resolution, including the way of meeting the obligations associated
with the functioning of the Galvanising Branch Częstochowa;
* delete as appropriate
40
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
(b)
identify specific tangible and intangible assets that make up the organised part of the
Company referred to in this resolution;
(c)
determine the value and the sale price of the organised part of the Company referred to
in this resolution;
(d)
conclude agreements necessary for the sale of the organised part of the Company
referred to in this resolution;
(e)
to all factual and legal measures as may be necessary for the implementation of this
resolution;
provided that the Board shall inform the Supervisory Board of: (i) the final sale price offered for the
Galvanising Branch Częstochowa and (ii) the entity which is the buyer of the Galvanising Branch
Częstochowa and obtain the consent of the Supervisory Board on the performance of the transaction.
§4
The resolution comes into force on the date of its adoption.
Justification of the Resolution:

The adoption of a resolution with respect to the consent to the sale of the organised part of
the Company under the name of Polimex-Mostostal SA Corrosion Protection Częstochowa
Branch in Częstochowa at Korfantego Street 29 is associated with the process of the sale
of non-operating assets of the Company's.

Adoption of the resolution is required by art. 393 item 3) of the Code of Commercial
Companies.

The sale price of the Galvanising Branch Częstochowa and the entity which is the buyer of
the Galvanising Branch Częstochowa will require the consent of the Supervisory Board.
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………………………………………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
* delete as appropriate
41
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………..……………………………………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
42
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
RESOLUTION NO. 12
OF THE EXTRAORDINARY GENERAL MEETING OF
Polimex-Mostostal SA
of 15 October 2012
with respect to:
the number of members of the Supervisory Board as well as changes in the composition
of the Supervisory Board
Acting pursuant to § 34 section 1 and 2 of the Articles of Association of the company "Polimex-Mostostal"
SA (The "Company"), the Extraordinary General Meeting of Shareholders resolves as follows:
§1
1. The Extraordinary General Meeting of the Company shall determine the number of members of the
Supervisory Board [●].
2. The Extraordinary General Meeting of the Company shall make the following changes in the
composition of the Supervisory Board [●].
§2
The resolution comes into force on the date of adoption
Voting:
For
…………………………… (number of votes)
Against
…………………………… (number of votes)
Abstain
…………………………… (number of votes)
Content of objection *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………….…………..
The instruction concerning the voting procedure by proxy on the adoption of the resolution in question
Content of the instruction *
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………………………..………………………………
……………………………………………………………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………………………….……………………..
…….………………………………………………………
(place, date and signature of the Shareholder)
* delete as appropriate
43
Form to exercise voting right by proxy
at the Extraordinary General Meeting
of Polimex-Mostostal SA with it registered office in Warsaw
convened for 15 October 2012
COMPLEMENTARY INFORMATION TO THE FORM
Shareholder identification
In order to identify the Shareholder giving power of attorney, this power of attorney shall be
accompanied by the following documents:
1. If the Shareholder is a natural person - a copy of the identity card, passport or other official document
confirming the Shareholder’s identity. In addition, if the Shareholder is a natural person, he/she
should enclose a declaration of the consent to processing of personal data by the Company in order to
identify the Shareholder for the purpose of verification of the validity of the power of attorney given in
an electronic form;
2. If the Shareholder is not a natural person - a copy of an excerpt from the relevant register or other
document confirming the right to give power of attorney to a proxy to represent the Shareholder at
the General Meeting.
In the case of any doubts whether copies of the aforementioned documents are true, the Management
Board of the Company reserves the right to require from a proxy while preparing an attendance list:
1. If the Shareholder is a natural person - a copy certified to be a true copy by a notary public or other
entity entitled to certify the conformity with the original document of a copy of the identity card,
passport or other official document confirming the Shareholder’s identity;
2. If the Shareholder is not a natural person - the original or a copy certified to be a true copy of the
original by a notary public or other entity entitled to certify the conformity with the original document
of an excerpt from the relevant register or other document confirming the right to give power of
attorney to a proxy to represent the Shareholder at the General Meeting.
Proxy identification
In order to identify a proxy, the Management Board of the Company reserves the right to require from a
proxy while preparing an attendance list:
1. If the proxy holder is a natural person - a copy of the identity card, passport or other official
document confirming the Shareholder’s identity;
2. If the proxy holder is not a natural person - the original or a copy certified to be a true copy of the
original by a notary public or other entity entitled to certify the conformity with the original document
of an excerpt from the relevant register or other document confirming the right of a natural person(s)
to represent a proxy at the General Meeting.
Additional notes
The Management Board of Polimex-Mostostal S.A. draws attention to the fact that in the case of any
discrepancies between the Shareholder data indicated in the power of attorney and data on the list of
shareholders prepared on the basis of the list received from the entity keeping the depository for
securities (KDPW S.A.) and handed over to the Company pursuant to Article 406 3 of the Code of
Commercial Companies, the Shareholder and proxy may not be allowed to participate in the
Extraordinary General Meeting.
Using these forms by the Shareholder and the proxy is not obligatory. Using this form is at the discretion
of the Shareholder and the proxy and the presented templates of forms are not required, but they are
only the documents that may be used by the Shareholder, but it is not obligatory.
It is possible to send the power of attorney by e-mail to the address: [email protected];
however, it is the Shareholder who bears the risk connected with using the electronic form of
communication.
.
The use of these forms by the shareholder and the proxy is not mandatory. The use of this form depends on
the decision of the shareholder and the proxy, and model forms of documents are not only valid, but the
documents of which a shareholder may exercise, but this is not obligatory.
You can send a power of attorney by e-mail to the following address: [email protected], however,
the risks associated with the use of electronic means of communication is a shareholder.
* delete as appropriate
44