The file contains:
Draft resolution of the Extraordinary General Meeting to remove a
member of the Company's Supervisory Board from office
Draft resolution of the Extraordinary General Meeting to appoint a member of the Company's Supervisory Board
Draft resolution of the Extraordinary General Meeting to appoint the Chair of the Company's Supervisory Board
Pursuant to Article 385(1) of the Commercial Companies Code and Article 50(6) of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting
resolves as follows: Section 1The Extraordinary General Meeting hereby removes Ms/Mr from the Supervisory Board of the Company.
Section 2This Resolution shall take effect upon adoption.
STATEMENT OF REASONS:
Pursuant to Article 385(1) of the Commercial Companies Code, the supervisory board consists of at least three or, in public companies, at least five members, appointed and removed from office by the general meeting.
Pursuant to Article 50(6) of the Company's Articles of Association, the powers of the General Meeting include appointment of Supervisory Board members and removal of Supervisory Board members appointed by the General Meeting, subject to Article 16(2) of the Articles of Association. Pursuant to Article 34(3) of the Company's Articles of Association, a Supervisory Board member appointed by the General Meeting may be removed by the General Meeting at any time.
Pursuant to Article 385(1) of the Commercial Companies Code and Article 50(6) of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting
resolves as follows: Section 1The Annual General Meeting hereby appoints Ms/Mr
................................................................... as member of the Supervisory
Board.
Section 2This Resolution shall take effect upon adoption.
STATEMENT OF REASONS:
Pursuant to Article 385(1) of the Commercial Companies Code, the supervisory board consists of at least three or, in public companies, at least five members, appointed and removed from office by the general meeting.
Pursuant to Article 50(6) of the Company's Articles of Association, the powers of the General Meeting include appointment of Supervisory Board members and removal of Supervisory Board members appointed by the General Meeting, subject to Article 16(2) of the Articles of Association. Pursuant to Article 34(1) of the Company's Articles of Association, the Supervisory Board consists of 5 (five) to 9 (nine) members appointed by the General Meeting, subject to the provisions of Article 16(2) and Article 35 of Company's Articles of Association.
Pursuant to Article 385(1) of the Commercial Companies Code and Article 50(6) in conjunction with Article 36(1) of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting
resolves as follows: Section 1The Extraordinary General Meeting hereby appoints Ms/Mr
. as Chair of the Supervisory Board.
Section 2This Resolution shall take effect upon adoption.
STATEMENT OF REASONS:
Pursuant to Article 50(6) of the Company's Articles of Association, the powers of the General Meeting include "appointment and removal of Supervisory Board members appointed by the General Meeting, including the Chair of the Supervisory Board, subject to the provisions of Article 16(2)."
Pursuant to Article 36(1) of the Company's Articles of Association, the Chair of the Supervisory Board is appointed by the General Meeting. The Deputy Chair and the Secretary of the Supervisory Board are elected by the Supervisory Board, at its first meeting, from among its members.