Regulations / By-laws of Shareholders Meeting
The Regulations of the General Assembly
of the RAINBOW TOURS SA with registered office in Lodz
(Adopted with the resolution No 1/05/2007 of the Ordinary General Assembly of 14th May 2007)
§1 [General provisions]
1. These Regulations defines organization and the course of the General Assembly of RAINBOW TOURS SA.
2. The General Assemblies are held in accordance with the rules defined in the Commercial Companies Code, the Statutes of the Company and these Regulations.
3. The General Assemblies of RAINBOW TOURS SA shall be held in Lodz.
§2. [The manner of convening the General Assembly]
1. The General Assembly can be ordinary or extraordinary.
2. The ordinary General Assembly shall be convened by the Management Board not later than six months after the end of the financial year.
3. The extraordinary General Assembly shall be convened by the Management Board to review matters requiring immediate decision: on their own initiative, or at the motion of the Supervisory Board or the shareholders representing a least 1/10 of share capital of the Company.
4. The Supervisory Board shall be obliged to convene the General Assemblies, when:
a) the Management Board did not convene the General Assembly in the required time, defined in section 2 of this paragraph,
b) regardless of the motion mentioned in section 3 of this paragraph the Management Board of the Company did not convene the General Assembly in the time, referred to in section5 .
5. The General Assembly should be convened at the motion of the Supervisory Board or shareholders in two weeks of the day of receiving the motion.
6. The motion to convene the extraordinary General Assembly should include the matter to be discussed at the General Assembly. The persons requesting convening the General Assembly shall be obliged to justify such requirement and to justify the matters to be discussed at the meeting.
7. The General Assembly may be held and adopt resolutions, also without formal convening, in the case when the whole capital is represented and nobody raises objection, neither with regard to holding the General Assembly, nor the agenda.
8. Cancelling the General Assembly, on which Agenda, on the request of entitled subjects, specific matters were included or the General Assembly was convened at such motion, may be cancelled only upon the consent of the requesting parties. In other cases the General Assembly may be cancelled if some extraordinary impediments occurs or is purposeless. The General Assembly is cancelled or its date is changed in the same manner as its convening.
1. The General Assembly is convened through press advertisement in Monitor Sądowy i Gospodarczy published before fixed date, and through written announcement in a form adopted by the Company in the seat of the Company, at least 2 (two weeks) before planned date of the meeting.
2. Information shall include date, time, place and the agenda.
§4 [Right to participate and the list of shareholders]
1. Following persons are entitled to participate in the General Assemblies:
a) shareholders holding certificates issued by entity carrying securities account; the certificates should be submitted to the Company,
b) owners of registered shares, if they are inscribed in shares ledger, at least one week before the date of the General Assembly,
c) members of the Management Board and the Supervisory Board,
d) members of the Company's organs whose mandates expired before the day of the General Assembly,
e) an expert auditor if the subject of the debate of the General Assembly concerns financial matters of the Company.
2. The Management Board may invite other persons if their presence is justified.
3. Absence of the member of the Management Board or Supervisory Board in the General Assembly shall require explanation.
4. Absence of the member of the Supervisory Board shall be explained by the Chairman of the Supervisory Board or a person authorised by him/her.
5. Absence of the member of Management Board shall be explained by the President of the Management Board or a person authorised by him/her.
6. The members of the Management Board, Supervisory Board and an expert auditor should, within the limits of their competences and in the scope enabling to decide the matters discussed by the Management Board, present explanations and information concerning the Company.
7. While responding to enquiries of the General Assembly, the Management Board should take provisions of Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Journal of Law of 2005, No 184 item 1539 with amendments) and decrees issued on its basis into consideration.
8. List of the shareholders entitled to take part in the General Assembly signed by the Management Board, including first names and surnames or the name of the Company of the entitled, place of residence (seat) or address of delivery in the case of individual person, the amount, kind and number of shares and the number of voices, should be presented in the Secretariat of the Management Board for three working days before the date of the meeting of the General Assembly.
9. Draft resolutions and other essential materials for the General Assembly should be made accessible to the Shareholders of the Company in the time allowing to acquaint oneself and evaluate them, at least 7 (seven days) before the date of convening the General Assembly.
10. Shareholder shall have the right to require the copy of the motion concerning the matters provided for in the agenda within a week before the General Assembly.
§5 [Form of participation]
1. Shareholders may take part in the General Assembly and exercise their right to vote personally or through the attorney.
2. The power of attorney should be granted in writing, under pain of nullity, and enclosed to the minutes of the General Assembly.
3. Member of the Management Board and an employee of the Company cannot be attorneys at the General Assembly.
4. The attorney shall submit the warrant while signing the list of attendance. The warrant should be marked with the fiscal stamps, which do not affect the validity of the warrant.
5. Persons acting on behalf of shareholders who are legal persons, as the members of their authorities, should prove their right to representation by presenting current excerpt from the National Court Register.
§6. [Opening of the meeting of the General Assembly]
1. The Chairman of the Supervisory Board or his/her Deputy shall order the election of the Chairman of General Assembly from the persons entitled to participate in the General Assembly.
2. In the absence of the Chairman or Deputy Chairman of the Supervisory, the President of the Management Board or the person indicated by the Management Board shall have the powers mentioned in section1.
3. The General Assembly shall not resolve any matters until the election of the Chairman.
4. Immediately after the election of the Chairman, a list of attendance with the list of participants of the General Assembly, the number of shares and corresponding voices should be prepared and presented during the meeting of the General Assembly.
5. Appointed Chairman shall present the agenda of the meeting of the General Assembly and appoint persons to carry out calculations of voices before electing the Returning Committee of the General Assembly.
6. The meetings shall be held in accordance with the presented agenda.
7. The Chairman of the General Assembly should ensure effective course of the meeting and observance of rights and interests of all the shareholders. The Chairman should in particular counteract attempts to abuse rights by the participants of the General Assembly and ensure observance of the rights of minority shareholders. The Chairman should not, without significant reasons, resign from his/her function; he/she cannot also delay signing, without justified reasons, the minutes from the General Assembly.
§7 [Election of the Returning Committee]
1. The Returning Committee shall take the vote and prepare the minutes identifying the results of the vote.
2. Only persons entitled to take part in the General Assembly can be the members of the Committee.
3. The number of the members of the Committee shall be identified each time by the General Assembly.
4. The Chairman and the Secretary of the Committee shall be elected from the members of the Committee.
5. The Persons running for posts in the authorities of the Company cannot be the members of the Committee. If a person grants his/her consent to run for the post in authorities of the Company, his/her mandate as a member of the Committee shall expire, and the Chairman shall order the vote in order to supplement the composition of the Committee.
6. The Committee shall ensure the proper conduct of vote, supervise handling of vote, verify and identify the results of vote, pass them to the Chairman of the General Assembly, and perform other actions connected with voting process.
7. .In case of noticing inappropriateness of the conduct of voting, the Committee shall immediately notify the Chairman of the General Assembly and file the motions concerning further actions.
8. Documents containing results of the vote shall be signed by all the members of the Committee and the Chairman of the General Assembly.
9. The minutes shall be prepared from the activities of the Committee; they are signed by the Chairman and the Secretary of the Committee, and passed to the Chairman of the General Assembly.
1. The announced agenda of the General Assembly shall be adopted, provided that nobody of the present persons files the motion to amend it.
2. The Chairman of the General Assembly shall not have the right to remove or change the order of items on the agenda.
3. Introduction of new items into agenda shall be possible, provided that the whole share capital is represented and nobody raises the objection.
4. Vote on procedural issues can refer only to matters connected with holding meetings of the General Assembly. The resolutions which may affect exercising of the rights of shareholders shall not be put to vote in this manner.
§9 [Course of the meeting of the General Assembly]
1. The Chairman of the General Assembly shall manage the agenda.
2. The Chairman shall ascertain correctness of convening the General Assembly, sign attendance list and inform what kind of share capital is represented.
3. The Chairman shall elect the Returning Committee and, if necessary, other committees.
4. After adopting the Agenda, the Chairman shall allow to speak participants of the meeting in order to discuss items on the agenda.
5. The Chairman shall read the draft resolution and order the vote.
6. After the Returning Committee has counted the voices, the Chairman shall announce the result of the vote and state that the resolution was adopted or not for the reason that the required majority was not obtained.
7. Minutes shall be kept of the resolutions by the notary public.
8. Speeches of the participants of the General Assembly can refer only to the items on the agenda, in the scope justified by the subject of these items, unless all the shareholders consent to different solution.
9. A Speech of the participant of the General Assembly should contain the definition of the problem of the speech and concise presentation of its content. The speech may contain a request to the General Assembly. Time of the speech shall not exceed 5 (five) minutes, unless the General Assembly, on the request of the Chairman, shall decide otherwise.
10. The Chairman of the General Assembly shall have the right to reprimand the speaker who strays from the topic of discussion or exceeds defined time, pursuant to provisions of section 9.
11. Formal motions shall be decided by the Chairman, if necessary, after obtaining opinions of the persons appointed by him/her.
12. In the event that deciding upon formal motion exceeds the provisions of the Commercial Companies Code, the Statutes of the Company and these Regulations; the Chairman shall put the motion to vote.
13. In the absence of objections, the Chairman shall state exhaustion of every successive item on the agenda.
14. After recording the statement mentioned in section 13, the participants of the General Assembly cannot speak on the matters with reference to the exhausted part of the Meeting.
15. The Chairman of the General Assembly may independently order procedural adjournments, other than adjournments ordered by the General Assembly, in accordance with article 408 § 2 of the Commercial Companies Code, however they cannot be ordered to hinder shareholders to exercise their rights.
16. Following the exhaustion of the agenda, the Chairman shall close the General Assembly.
17. While carrying out his/her tasks the Chairman may use assistance of appointed Returning Committee and persons that he/she authorised among the participants of the General Assembly.
§ 10 [Methods of vote]
1. Ordinary shares shall entitle to one vote at the General Assembly. Vote preferred shares shall give the right to the number of votes defined in the Statutes. The shareholder may vote with shares only in the uniform manner.
2. The voting shall be open.
3. The voting shall be secret in the case of election and motions regarding dismissal of the members of the bodies of the Company or liquidators, calling them to the account, and also in personal matters.
4. Secret vote shall be ordered on the request of even one of the shareholders present or represented at the General Assembly.
5. The General Assembly can adopt the resolution with regard to rescinding secret vote when electing committee appointed by the General Assembly.
6. The resolution concerning omission of reviewing the item on the agenda can be adopted only in the case, when it is supported by significant and substantial reasons. The motion in such case should be justified in detail. In order to remove the item from the agenda or omit examining this matter, on the request of the shareholders, adoption of the resolution by the General Assembly shall be required following the consent of all the present shareholders, who filed such request and supported by 75% of the votes of the General Assembly.
§11 [Manners of vote]
1. Resolutions of the General Assembly shall be appointed by the simple majority vote, unless the provisions of the Commercial Companies Code or the Statutes of the Company provide otherwise.
2. The persons who raise objections with regard to the resolutions shall have the chance to justify briefly his/her objection.
3. The task of the Chairman of the General Assembly shall be to take care that the resolution are formulated in a clear manner; in such way, that anybody who does not agree with the crux of the matter of the subject of the resolution have the chance to appeal against it. The Management Board of the Company shall ensure the possibility of taking advantage of lawyer's service of the Company by the Chairman.
§12 [Convening the Supervisory Board]
1. The General Assembly shall adopt the resolution concerning the number of mandates in the Supervisory Board (number of the members of the Supervisory Board), pursuant to specific provisions of the Statutes of the Company.
2. Candidatures to fill, defined beforehand, number of mandates in the Supervisory Board shall be proposed by the shareholders represented at the General Assembly.
3. Shareholders shall propose their candidates in writing or verbally to the minutes; however in the first and the second case as well candidatures shall be proposed with a brief justification.
4. Proposed candidates shall be registered following making verbal or written statement to the minutes that they consent to stand as the member of the Supervisory Board.
5. The list of proposed candidates for the members of the Supervisory Board shall be prepared in alphabetic order by the Chairman of the General Assembly. With the moment of announcing the list, it shall be considered closed.
6. Following the vote, the candidates who obtained more than half of the votes in the sequence of votes in favour are elected for the members of the Supervisory Board.
7. In the case that not all the resolved mandates shall be filled, the General Assembly can amend the previous resolution regarding the number of votes in the Supervisory Board.
8. Voting in the election of the Supervisory Board shall be secret.
9. The motion concerning dismissal of the member of the Board should be justified.
10. Voting on dismissal of each of the member of the Board should be separate.
13 [Appointing the Supervisory Board by voting in separate groups]
1. On the request of shareholder(s) representing at least 20 % (twenty per cent) of share capital, the Supervisory Board should be elected by voting in separate groups.
2. The motion on voting by groups shall be filed to the Management Board in time allowing placing this motion on the agenda of the next General Assembly. This requirement is the condition of validity of the resolutions, unless the whole capital is represented at the meeting of the General Assembly, and nobody raises the objection regarding the debate on this agenda.
3. The share capital represented at the General Assembly, at which the groups are selected, shall be taken into consideration while calculating the size of the groups. The number of the formed groups shall correspond with the number of positions to fill. In order to define the number of persons needed to form the group, the number of represented shares should be divided by the number of positions in the Board to fill. It is possible to join groups and elect more than one member of the Board.
4. The shareholder may belong to only one group.
5. The General Assembly of the Company shall be authorised to dismiss the members of the Supervisory Board elected by voting in groups.
6. The manner of appointing the Supervisory Board by voting in separate groups is defined in article 385 of the Commercial Companies Code.
§ 14 [The minutes from the meeting of the General Assembly]
1. Resolutions of the General Assembly should be placed in the minutes, which shall be prepared by the notary public.
2. The minutes should state the accurateness of convening the General Assembly and its ability to appoint resolutions; list the appointed resolutions, number of votes in favour of each of the resolution, and raised objections. The list of attendance with signatures of the participants in the General Assembly should be enclosed to the minutes. Proofs of convening the General Assembly should be enclosed to the book of minutes.
3. The book of minutes shall be managed and kept by the Management Board.
4. Each of the shareholder and the authorities of the Company shall have the right to review the book of minutes and require copies of resolutions from the Management Board.
§ 15 [Amending the Regulations]
Amending these Regulations shall require the resolution of the General Assembly.
§ 16 [Coming into force]
These Regulations shall come into force on the day of its adopting.