Our Corporate Governance

PKP CARGO S.A. Shareholder Meeting

Manner of operation and key powers of the Shareholder Meeting

The Company’s Shareholder Meeting operates pursuant to the provisions of the Commercial Company Code, the Company’s Articles of Association (in particular, §10-§13) and the Bylaws of the Shareholder Meeting. Shareholders are entitled to participate in and exercise their voting rights at the Shareholder Meeting in person or by proxy.

The Shareholder Meeting is valid irrespective of the number of shares represented thereat.

Resolutions of the Shareholder Meeting are adopted by an absolute majority of votes except for resolutions the adoption of which is subject to more stringent requirements provided for by the Commercial Companies Code or the Articles of Association. Moreover, the adoption of a resolution on amendments to § 14 Section 6, § 26 Section 3 or 4 or § 27 Section 7 of the Articles of Association requires a resolution of the Shareholder Meeting adopted by a majority of four-fifths of the votes in the presence of shareholders representing three-fourths of the Company’s share capital. The 75% majority is required for the Shareholder Meeting to adopt a resolution to dismiss or suspend the Management Board or a Management Board member if any of the shareholders or any Grouping within the meaning of § 13 section 6 of the Company’s Articles of Association (except for PKP S.A. or any Grouping in which PKP S.A. is a member) reaches or exceeds a 33% stake in the Company’s share capital.

Votes at the Shareholder Meeting are cast in an open ballot. A secret ballot is ordered for elections and motions for the dismissal of members of the Company’s corporate bodies or the Company’s liquidators, or for holding them accountable, or in other personal matters. Moreover, a secret ballot must be ordered at the request of at least one shareholder attending or represented at the Shareholder Meeting.

In accordance with the Bylaws of the Shareholder Meeting, open and secret ballots may be held using means of electronic communication with the consent of the Shareholder Meeting. The Shareholder Meeting may adopt a resolution on waiving the secrecy of voting in matters concerning the selection of a committee appointed by the Shareholder Meeting.

The Shareholder Meeting is presided over by its Chairman who oversees its efficient conduct in accordance with the adopted agenda. The Chairman may make decisions concerning procedural matters. Without the consent of the Shareholder Meeting, the Chairman may not remove or change the order of business entered in the adopted agenda.

The Shareholder Meeting of PKP CARGO S.A. is opened by the Chairman of the Shareholder Meeting appointed by the Management Board. If the President of the Management Board fails to appoint the Chairman of the Shareholder Meeting prior to the designated start time of the meeting, the provisions of Article 409 § 1 of the Commercial Company Code are applied and then the Chairman of the Shareholder Meeting is elected from among the persons entitled to participate in the Shareholder Meeting. The Chairman of the Shareholder Meeting is elected by an absolute majority of votes cast in a secret ballot.

If an Extraordinary Shareholder Meeting is convened by a shareholder whose stake in the total number of votes in the Company is greater than 33%, the Chairperson of the Shareholder Meeting is appointed by the shareholder who convenes the Shareholder Meeting.

The Shareholder Meeting adopts the Bylaws of the Shareholder Meeting laying down a detailed procedure of conduct for its meetings. Draft Bylaws of the Shareholder Meeting are presented by the Management Board. It is permitted to participate in the Shareholder Meeting by means of electronic communication, provided that the notice of convocation of the Shareholder Meeting contains information about such a possibility.

Pursuant to provisions of the Company’s Articles of Association, powers of the Shareholder Meeting include, except for the matters reserved by the provisions of the Commercial Company Code and other legislative acts:

  1. appointing and dismissing the President of the Management Board and other Management Board members when PKP S.A. holds all the votes at the Shareholder Meeting and as long as it is required by the mandatory provisions of law (§ 12 Section 2 Item 1 of the Company’s Articles of Association);
  2. appointing and dismissing Supervisory Board members, subject to the personal rights of PKP S.A. and rights of the Company’s employees (§ 12 Section 2 Item 2 of the Company’s Articles of Association);
  3. setting the compensation of Management Board members as long as the stake in the Company held by PKP S.A. is greater than 50% of the Company’s share capital and as long as required by the mandatory provisions of law (§ 12 Section 2 Item 3 of the Company’s Articles of Association);
  4. adopting the bylaws of the Shareholder Meeting (§ 12 Section 2 Item 4 of the Company’s Articles of Association);
  5. giving consent to the disposal of non-current assets within the meaning of the Accounting Act, included in intangible assets, property, plant and equipment or long-term investments, including contribution made to a company or cooperative, if the market value of such assets exceeds 5% of the total assets within the meaning of the Accounting Act, determined on the basis of the most recent approved financial statements, and delivery of such assets for use to another entity, for a period longer than 180 days in the calendar year, on the basis of a legal transaction, if the market value of the subject matter of the legal transaction exceeds 5% of total assets (§ 12 Section 2 Item 5 of the Company’s Articles of Association);
  6. giving consent to purchase of non-current assets within the meaning of the Accounting Act, with the value exceeding: (i) PLN 100,000,000 or (ii) 5% of total assets within the meaning of the Accounting Act, determined on the basis of the most recent approved financial statements (§ 12 Section 2 Item 6 of the Company’s Articles of Association);
  7. giving consent to subscription, purchase, disposal of shares or ownership interests with the value exceeding: (i) PLN 100,000,000 or (ii) 10% of total assets within the meaning of the Accounting Act, determined on the basis of the most recent approved financial statements (§ 12 Section 2 Item 7 of the Company’s Articles of Association).

Rules for amending the Articles of Association of PKP CARGO S.A.

The rules for amending the Company’s Articles of Association are based on Article 430 and Article 402 § 2 of the Commercial Company Code.

Any amendment to the Articles of Association requires a resolution of the Shareholder Meeting. Moreover, pursuant to § 27 Section 7 of the Articles of Association, the adoption of a resolution on amendments to § 14 Section 6, § 26 Section 3 or 4 or § 27 Section 7 of the Articles of Association requires a resolution of the Shareholder Meeting adopted by a majority of four-fifths of the votes in the presence of shareholders representing three-fourths of the Company’s share capital.

Any amendments to the Articles of Association are subject to approval by the Shareholder Meeting and their registration by the appropriate court. Pursuant to § 25 Section 3 Item 11 of the Articles of Association, the Supervisory Board is entitled, after the court’s decision on the registration of amendments to the Company’s Articles of Association becomes final non-appealable, to adopt the consolidated version of the Company’s Articles of Association.

An amendment to the Company’s Articles of Association which involves a material change in the Company’s line of business (Article 416 § 1 of the CCC) does not require a buyout of the shares held by the shareholders objecting to such an amendment if the relevant resolution of the Shareholder Meeting in this matter is adopted by a majority of two thirds of the votes in the presence of shareholders representing at least one half of the share capital.