Conveying Shareholders Meeting in Poland
The General Shareholders' Meeting shall be convened by means of registered letters or courier mail, sent out at least two weeks prior to the date of the General Meeting. Instead of a registered letter or courier mail the notice may be sent to the shareholder by electronic mail if the shareholder has earlier agreed thereto in writing and provided the address to which the notice should be sent. The invitation shall specify the date, the time and the venue of the general meeting, and a detailed agenda. Where amendments to the articles of association are intended, the substance of the proposed changes shall be explained.
Place of the Shareholders Meeting
General Shareholders' Meetings shall be held at the seat of the company. The General Meeting may also be held in another location on the territory of Poland if all the shareholders so agree in writing. Resolutions may not be adopted on matters not included on the agenda, unless the entire share capital is represented at the General Meeting and none of those present has objected to the adoption of the resolution. The motion that the Extraordinary General Meeting be convened and motions on points of order may be adopted despite the fact that they have not been included on the agenda.
Voting at Shareholders Meeting in Poland
As general rule, each share of an equal nominal value shall carry one vote, unless the articles of association provide otherwise. Unless the articles of association provide otherwise, every 10 zlotys of the nominal value of the share of unequal value shall carry one vote. Provisions in which the shareholder waves to exercise the voting rights or commits to vote in a specific way shall not be allowed. The voting right at the General Meeting is a right closely linked with participation in the company and cannot be transferred to a different entity without the simultaneous transfer of shares.
Presence at Shareholders Meetings in Poland
The absence of the shareholder at the General Meeting does not need to imply the lack of representation. Generally the shareholders may participate in the General Meeting and exercise the voting right by proxy. The proxy shall be granted in writing, or else it shall be invalid, and shall be attached to the minutes book. A member of the Management Board and an employee of the company may not serve as proxies at the General Meeting. If the shareholder is a legal person, he can attend the meeting in person through his governing bodies. At the General Meeting the shareholders are often represented or only accompanied by lawyers. This results from the fact that the affairs dealt with at the Meeting often require detailed knowledge on the subject of the activities, the structure and specific issues each particular company deals with, and no external adviser can replace the shareholder in that respect.
Shareholder may not, in person or by proxy, or as a proxy of another person, vote on resolutions on his liability to the company on any account, including the granting of approval of performance of his duties, release from an obligation towards the company or a dispute between him and the company. Both the shareholder or his proxy cannot use one part of their shares to vote for the resolution and another part against it or abstain from voting with the part of the shares only. The right to vote must be exercised consistently with the whole package of shares and votes held by the shareholder. However, if one person acts as a proxy on behalf of several shareholders, he or she can vote for on behalf of one principal and against on behalf of another. In the event of adoption of the resolution by the General Shareholders' Meeting in violation of the absolutely and relatively applicable laws, despite the defectiveness of the resolution it shall remain in force until the court declares it invalid by the constitutive judgment.
Minutes at the Shareholders Meeting
The resolutions of the general meeting shall be recorded in the minutes book and signed by those present or at least by the chairman and the person who records the minutes. If the minutes are recorded by a notary, the Management Board shall file an official copy of the minutes in the minutes book. The shareholders may inspect the minutes book and demand copies of the resolutions, certified by the Management Board. The minutes shall state that the General Meeting has been properly convened and that it is competent to adopt resolutions, list the resolutions adopted, the number of votes cast in favor of each of the resolutions and the objections made. The attendance list with signatures of those participating in the general meeting shall be attached to the minutes. Evidence that the general meeting has been convened shall be attached to the minutes book by the Management Board.
The Management Board member of the single-member limited liability companies who is the sole shareholder is not allowed to be discharged in order to avoid a situation where the shareholder avoids liability towards the company.
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