Regulations of the General Meetings of LiveChat Software S.A. as of 29 November 2013
These Regulations specify the rules and procedure of convening and conducting the General Meeting.
- The General Meeting shall be convened by the Management Board in an ordinary or extraordinary mode.
- An Ordinary General Meeting shall be held not later than six months after the end of each operating year.
- The General Meeting shall be convened by the Management Board:
- on its own initiative or
- at a written request of the Supervisory Board or
- at a written request of a Shareholder/Shareholders representing at least 1/20 of the share capital.
Principles for convening General Meetings are governed by the provisions of the Commercial Companies Code.
- General Meetings shall be held in Wrocław. If the Company becomes a public company, the General Meeting may also be held in the registered seat of a company operating the stock exchange where the Company’s shares are traded.
- The General Meeting should be held in a place and time that allow the largest possible number of shareholders to participate in the meeting.
- In the General Meeting, the following persons are entitled to participate and exercise their voting rights:
- Holders of registered shares if they have been entered in the share register at least one week prior to the General Meeting,
- Holders of bearer shares if they file share documents in the registered seat of the company at least one week prior to the General Meeting and do not retrieve them before the end of General Meeting,
- attorneys in fact (representatives) of persons listed in a) and b) above.
- The shares referred to in 1(b) may be replaced by certificates issued as proof of deposit of shares at the notary’s, in a bank or in an investment company having their registered seats or a branch established in the territory of the European Union or in a state being a Party to the Agreement on the European Economic Area, as indicated in the notice convening the General Meeting.
- If the Company becomes a public company, holders of dematerialized shares may participate in the General Meeting and exercise their voting rights, provided that they submit, in the seat of the Company within the period specified in para. 1(b), registered certificates of deposit issued by an entity running the securities account.
- In order to participate in the General Meeting, an attorney in fact shall present a documented right to act duly on behalf of a Shareholder, i.e. an original written power of attorney covering the exercise of voting rights attached to shares held by the Shareholder. It is presumed that a written document confirming the right to represent a Shareholder at the General Meeting is lawful and does not require any additional confirmation, unless its authenticity or validity prima facie raise doubts of the Management Board (while signing the attendance list) of the President of the General Meeting. If a legal person is a Shareholder, the power of attorney should include a valid copy of a relevant register in which the legal entity is registered.
- The General Meeting should be attended by representatives of the Supervisory Board and the Management Board. An auditor should be present at the Ordinary General Meeting and at the Extraordinary General Meeting if financial affairs of the Company are to be debated. Absence of a member of the Management Board or a Supervisory Board at the General Meeting requires an explanation. The explanation shall be presented at the General Meeting.
- Members of the Supervisory Board and the Management Board, as well as an auditor of the Company, should, within their competence and the scope necessary to settle issues discussed by the General Meeting, provide participants of the General Meeting with explanations and information concerning the Company.
- Providing answers to the questions of participants of the General Meeting by the Management Board shall respect provisions relating to public companies as soon as the Company obtains such status.
- The General Meeting may be attended by the following:
- a notary taking minutes of the General Meeting – during the whole session of the General Meeting;
- directors, managers and other employees of the Company or subsidiaries invited by the Management Board of the Company – during the discussion on aspects within the duties thereof;
- experts invited by a body convening the General Meeting – during the discussion on aspects subject to assessment of experts or with the prior consent of Shareholders representing a simple majority of votes – during the discussion on other points of the agenda;
- journalists – with the prior consent of Shareholders representing a simple majority of votes – during the discussion on particular points of the agenda or during the whole session of the General Meeting;
- other persons – with the prior consent of Shareholders representing an absolute majority of votes of members present at the General Meeting – during the discussion on particular points of the agenda or during the whole session of the General Meeting;
- Shareholders attending the General Meeting confirm their presence by signing the attendance list at the entrance to the hall of the General Meeting and collect a magnetic voting card or other materials (documents) for voting.
- Additionally, attorneys in fact referred to in Art. 5(1)(c) herein file documents referred to in Art. 5(4) herein, including the original power of attorney granted by the Shareholder, and sign the attendance list legibly with their full name and surname next to the name of the principal.
- The attendance list including
- name and surname of each Shareholder and if a Shareholder is represented by an attorney in fact, his name and surname or a place to enter the name and surname;
- the number and type of shares held by the Shareholder and the corresponding number of votes is prepared by the Company that provides technical employees for servicing the procedure of signing in of the participants of the General Meeting.
- Participants of the General Meeting sign in person under the data disclosed in the attendance list.
- The attendance list is signed by the President of the General Meeting confirming the correctness of its preparation. After each change in the composition of participants of the General Meeting, the President shall be obliged to re-sign the updated attendance list.
- During the session, the attendance list should be available to all the participants of the General Meeting.
- The General Meeting is opened by the Chairman of the Supervisory Board or is his or her absence Vice-Chairman or any other member of the Supervisory Board appointed by the Chairman, then the President chairing the Meeting is elected from the persons entitled to participate in the General Meeting.
- In the event that the persons listed in (1) above are absent at the General Meeting, the General Meeting shall be opened by the President of the Management Board or the person appointed by the Management Board.
- The person opening the General Meeting may take all administrative decisions necessary for the commencement of the General Meeting, in particular lead to the immediate election of the President of the General Meeting refraining from making any substantial or formal settlements.
- The President of the General Meeting is elected from persons entitled to participate in the General Meeting whose candidacies have been submitted by the persons entitles to participate in the General Meeting and who agree to be a candidate.
- The list of candidates is drawn up by the person opening the General Meeting.
- The General Meeting chooses its President in a secret vote by casting votes consecutively on each of the candidates. The person who receives the largest number of votes becomes the President.
- The person opening the General Meeting shall ensure the proper course of voting for the President of the General Meeting, announce the results and hand over the supervision of the Meeting to the President.
- The President chairs the Meeting in accordance with the agreed agenda, provisions of law, principles of good practice in public companies, the Articles of Association and these Regulations.
- In particular, the task of the President is to:
- declare the validity of the General Meeting;
- chair the General Meeting;
- ensure the proper and efficient course of session and respect the rights and interests of all the Shareholders, prevent the abuse of rights by the participants of the General Meeting and ensure the respect for the rights of minority shareholders;
- give the floor to participants;
- ensure the factual course of the debate;
- resolve procedural doubts;
- issue appropriate administrative decisions;
- manage voting, ensure its proper course, sign documents containing results of the voting and announce the results;
- make decisions on administrative matters;
- respond to requests submitted by the participants of the General Meeting and, if necessary, manage voting on those requests;
- announce a break in the sessions at the request of Shareholders adopted by a majority of 2/3 of votes cast for a resolution on the break in proceedings;
- cooperate with the notary preparing the minutes of the Meeting;
- give explanations on matters relating to the Meeting and submitted by the Shareholders.
- The Chairman may independently order breaks in the session other than breaks ordered by the General Meeting pursuant to Art. 40(2) of the Commercial Companies Code; however, it cannot be aimed at hindering the exercise of shareholders’ rights.
- The Chairman should not, without any good reason, resign from his or her function or unreasonable delay signing the minutes of the General Meeting.
- After the Chairman of the General Meeting is chosen, he or she:
- orders the selection of the Returning Committee pursuant to Art. 10;
- confirms the correctness of convening the General Meeting and its capacity to adopt resolutions on issues included in the agenda on the basis of the submitted documents;
- orders a vote on the agenda of the General Meeting.
- The Returning Committee is composed of three members, unless the General Meeting decides otherwise.
- Members of the Returning Committee are elected by the General Meeting, each shareholder having the right to submit one candidate. Persons other than shareholders, e.g. employees of the Company, may become members of the Committee.
- The General meeting is charged of electing members of the Committee by voting consecutively on each of the candidates. The Returning Committee shall consist of persons who obtained most of the votes. In case when the number or candidates corresponds to the number of the members of the Committee, the entire list may be subject to the voting.
- Members of the Returning Committee may select its chairman and secretary.
- The Returning Committee shall:
- ensure the proper course of the voting;
- determine the results of the vote and submit them to the Chairman of the General Meeting for announcement;
- perform other tasks assigned by the Chairman of the General Meeting related to the conduct of voting.
- In the event that the General Meeting is attended by a small number of shareholders or an IT system counts the votes, the Chairman may decide not to appoint the Returning Committee. Upon request of a shareholder or shareholders, the Chairman shall submit the resignation from the appointment of the Returning Committee to the vote.
- After having signed the attendance list and checked it, the Chairman of the General Meeting orders a vote on the agenda.
- The Chairman of the General Meeting may not independently remove any issues from the announced agenda, modify the order of its points or introduce to the agenda any new substantial matters which have not been previously submitted. Removing of changing the order of matters introduced to the agenda requires the consent of the General Meeting expressed in the form of a resolution.
- In cases not covered by the agenda, no resolution can be adopted, unless the entire share capital is represented at the General Meeting and none of the present objects to the adoption of the resolution.
- After having presented each matter introduced to the agenda, the Chairman of the General Meeting shall prepare a list of persons who have registered for discussion and after having closed it, he or she opens the discussion granting the right to express opinion to speakers in the order of their application. The Chairman of the General Meeting shall close the discussion.
- The Chairman of the General Meeting may give the floor out of turn to members of the Management Board, the Supervisory Board and invited experts whose votes shall not be taken into account when determining the attendance list and the number of speakers.
Persons entitled to vote shall have the following rights and obligations:
- exercising their voting rights freely;
- submitting motions;
- requesting to carry out a secret voting;
- requesting to record his or her objection;
- requesting to include his or her written statement in the minutes;
- asking questions and requesting explanations from the members of the Management Board, the Supervisory Board, auditors and experts attending the meeting – in matters relating to the adopted agenda;
- respecting the adopted agenda, provisions of law, the Articles of Association, these Regulations and principles of good practice in public companies that the Company declared to comply with.
- The General Meeting is able to adopt the resolutions regardless of the number of Shareholders present or represented, unless the provisions of the Commercial Companies Code provide otherwise.
- The resolutions of the General Meeting shall be adopted by the absolute majority of votes of the Shareholders present at the General Meeting, unless the Articles of Association of the provisions of law provide for stricter conditions.
- The Management Board or the Chairman of the General Meeting shall formulate the draft resolutions clearly and legibly so that anyone who does not agree with the merits of the resolution could appeal.
- Voting on administrative issues may only concern matters related to the conduct of the Meeting. Resolutions that may affect the exercise of Shareholders’ rights shall not be put to a vote in this mode.
- Voting on resolutions takes places after reading of the draft by the Chairman of the General Meeting or a person appointed by him or her. If the draft resolutions were made available to Shareholders prior to the General Meeting, in particular by publishing them on the Company’s website, the Chairman may waive the reading of the resolutions.
- The order of voting on motions to the draft resolution shall be determined by the Chairman of the General Meeting.
- Voting at the General Meeting is open. Secret voting may be ordered in case of election, a motion for dismissal of members of governing bodies or liquidators of the Company or for the pressing of charges against them, as well as in personal matters. The secret voting is ordered at the request of at least one Shareholder present or represented at the General Meeting.
- A party objecting to a resolution shall have an opportunity to concisely present the reasons for its objections.
- The candidature for members of the Supervisory Board should be proposed and justified in detail so as a conscious election is possible.
- A candidate for a member of the Supervisory Board shall be proposed to the Chairman of the General Meeting with the presentation of his or her qualifications, education and professional experience. It is desirable to present his or her candidature in writing.
- Each candidate for a member of the Supervisory Board shall submit a statement in which he or she consents to candidate and ensures that he or she is not aware of any circumstances that would make his election for a member of the Supervisory Board violate the provisions of law. Such declarations may be submitted in writing or orally to the minutes. The written statement of a candidate who is absent at the General Meeting is presented by a Shareholder presenting his or her candidature or by the Management Board.
- The members are selected in a vote on each of the candidatures individually. The candidates that obtained the highest number of votes among those who obtained the absolute majority of votes are selected. In the event that the number of candidates corresponds to the number of members of the Supervisory Board, the Chairman may order the vote on the entire list, unless any of the Shareholders expresses an objection to such a vote.
- Upon request of Shareholders representing at least one fifth of the Company’s share capital, the Supervisory Board shall be elected at the nest General Meeting by voting in separate groups.
In the case of the General Meeting being organized with the use of electronic means of communication pursuant to Art. 406(5) of CCC, the technical rules of participation shall be presented by the Management Board.
- Resolutions of the General Meeting shall be recorded by a notary.
- The minutes shall be prepared in accordance with the relevant provision of the Commercial Companies Code.
- Upon request of a participant of the General Meeting, his or her written statement shall be included in the minutes.
- A copy of a notarial deed containing the minutes of a General Meeting and the evidence of its being convened together with powers of attorney granted by Shareholders or documents stating a Shareholder’s action through a representative shall be attached to the minutes by the Management Board.
- Shareholders may review the minute book as well as request the issuance of copies of the resolutions certified by the Management Board.
These Regulations shall take effect on 29 November 2013.