CORPORATE GOVERNANCE STATEMENT OF IDMSA BROKERAGE HOUSE FOR 2009

Transcription

1 CORPORATE GOVERNANCE STATEMENT OF IDMSA BROKERAGE HOUSE FOR 2009 Schedule to the Report of the Management Board on the Activity of IDMSA Brokerage House in 2009 Management Board: 1. President of the Management Board: Grzegorz Leszczyński 2. Vice President of the Management Board: Rafał Abratański Page 1 of 16

2 Legal basis: Par in connection with Par of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodical information published by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognized as equivalent. 1. PRESENTATION OF CORPORATE GOVERNANCE PRINCIPLES WHICH APPLY TO IDMSA BROKERAGE HOUSE AND OF THE PLACE IN WHICH THESE PRINCIPLES ARE PUBLICLY AVAILABLE Legal basis: Par a IDMSA Brokerage House made a statement concerning the application of corporate governance principles defined in Code of Best Practice for WSE Listed Companies (Appendix to Resolution No.12/1170/2007 of the WSE Supervisory Board dated 4 July 2007). The abovementioned set of principles is available on the website under the following address: 2. INFORMATION ON THE ISSUER S NON-COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES AND PRESENTATION OF REASONS FOR SUCH NON- COMPLIANCE. Legal basis: Par b In 2009 IDMSA Brokerage House did not apply the rule no.1 item 1 of section II Best Practice for Management Boards of Listed Companies defined in Code of Best Practice for WSE Listed Companies, which states that A company should operate a corporate website and publish on it, in addition to information required by legal regulations: basic corporate regulations, in particular the statutes and internal regulations of its governing bodies. On its website the issuer did not publish the Rules of the Management Board as it did not adopt a relevant resolution concerning the adoption of such rules. Following the adoption of such resolution the Rules will become publicly available on the issuer s website in accordance with the abovementioned corporate governance rule. 3. DESCRIPTION OF MAIN CHARACTERISTICS OF USED BY THE ISSUER S GROUP INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE PROCESS OF PREPARATION OF FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS. Legal basis: Par c No. COMPANY NAME DESCRIPTION OF MAIN CHARACTERISTICS OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS 1. IDMSA BROKERAGE HOUSE The body responsible for internal control system in the company as well as for its effectiveness in the process of preparation of financial statements and interim reports prepared and published in accordance with valid regulations is the Management Board. In 2009 the company had an Audit Committee functioning within the Supervisory Board. On 11 March 2010 the Supervisory Board of IDMSA BH adopted the resolution concerning the dissolution of the Audit Page 2 of 16

3 Committee and transfer of rights resulting from the Accounting Act to all the members of the Supervisory Board. The effectiveness of the internal control system is ensured by such elements as: organisational structure of the company, adopted accounting policy, resolutions and internal rules. The organizational structure, adjusted to the needs of the company s operations, defines duties, competences and responsibilities of each organizational unit, complements the applied accounting policy and is a significant element of risk management in the process of financial reporting. The control system is supported by implemented in the company IT system ensuring the division of competencies and of access to information, and to financial and accounting data in particular. Preparing interim and annual financial statements the company constantly uses principles resulting from the International Accounting Standards and International Financial Reporting Standards. In the matters not regulated by the standards the company applies the rules based on the Accounting Act and implementing regulations issued on its basis. The prepared financial statements are approved by the Management Board. Both separate and consolidated half-year financial statements are reviewed and annual financial statements are audited by an independent chartered accountant. Such audits and reviews ensure an additional control of prepared financial statements and applied internal control processes. The recommendations of the auditor following the review or audit are implemented by the company and taken into account in the next periods. The chartered accountant is selected by the Supervisory Board of the company from among well-known auditing firms. 1. ELECTUS S.A. The company monitors its cash flows on a regular basis. Furthermore, its method of accounting, financial management or preparation of financial statements is so advanced and developed in such a way that a potential error can be discovered at a few stages of work. The company has written guidelines and recommendations concerning financial risk management which describe its overall operational strategies, level of risk tolerance and the general philosophy of risk management. The Management Board reviews these guidelines on annual basis. Moreover, once in a quarter the implementation of these guidelines is controlled. The company is exposed to market risk, credit risk, liquidity risk and risk of significant disruptions in cash flows. 2. IDEA TFI S.A. The financial statements of Idea TFI S.A. are prepared on behalf of the company by an external entity managing its books with which it has signed an agreement for the provision of such services. Once in a year a selected by the Supervisory Board of the company chartered accountant reviews the correctness of the prepared financial statement and reliability of the books upon the closing of the financial year. The company verifies the content of its monthly financial statements prepared by an accounting company on a monthly basis and controls the reports sent to the Polish Financial Supervision Authority. 3. ELECTUS HIPOTECZNY S.A. 4. IDMSA.PL DORADZTWO FINANSOWE SP. Z Electus Hipoteczny S.A. entrusted its bookkeeping to an authorized external company. Preparing its financial statements the company applies the rules based on the International Financial Reporting Standards and the International Accounting Standards. In the matters not regulated by these standards the company applies the rules defined in the Accounting Act of 29 September 1994 (Journal of Laws of 2002, no.76, item 694 with subsequent amendments). The company controls the content of the financial statements prepared by an accounting company. The financial statements of the company are approved by the Management Board. The annual financial statements of the company are subject to control of a chartered accountant. The books of IDMSA.PL Doradztwo Finansowe are kept in accordance with the Accounting Act of 29 September 1994 (unified text Journal of Laws of 2002, no. 76 with subsequent amendments) taking into account the applicable main Page 3 of 16

4 O.O. 5. GWARANT AGENCJA OCHRONY S.A. 6. RELPOL 5 SP. Z O.O. 7. śak SYSTEM SP. Z O.O. 8. GWARANT BIS AGENCJA OCHRONY SP. Z O.O. rules concerning continuity, accrual basis of accounting, prudent measurement and relevance. The company possesses relevant procedures related to financial risk management. The procedures cover all stages of its operations, also within the implemented Quality Management System ISO 9001:2000, which consists in determining the processes existing in the company and implementing and observing relevant procedures. The company s bookkeeper is Kancelaria Podatkowa i Rachunkowa SALDO s.c. in Poznan with address at: ul. Piątkowska 1451/9 (the place of keeping and storing of the books is (for the year 2009) Poznań ul. Św. Wojciech 28. (detailed information is presented in the agreement), which provides its services on the basis of the agreement of 18 December The company is a civil law partnership of two natural persons. The partners are registered tax advisers. The company (tax advisers) is covered by third party liability insurance in accordance with the Act on Tax Advisory Services. The company regularly monitors its cash flows, method of accounting, financial management or preparation of financial statements. The risk related to occurrence of errors is mitigated by constant control of the Management Board over the executed financial operations and the process of preparation of financial statements. Financial statements are controlled by the Parent. 10. PROFINET S.A. The company prepares separate financial statements. Data concerning settlements with clients, settlements of payments and balance of receivables are managed simultaneously in the financial and accounting system and in the programme of services for borrowers. 11. GEOCLIMA SP. Z O.O. The company does not operate a separate unit responsible for internal control. In 2009 the main accountant, the Management Board and persons responsible for the executed contracts were in charge of functional control in the company. 12. SPRINTAIR S.A. The company prepares financial statements in accordance with legal regulations. The company did not disclose detailed information. 4. INFORMATION ON SHAREHOLDERS HOLDING DIRECTLY OR INDIRECTLY SIGNIFICANT BLOCKS OF SHARES WITH INDICATION OF THE NUMBER OF SHARES HELD BY THESE ENTITIES, THEIR PERCENTAGE SHARE IN SHARE CAPITAL, NUMBER OF VOTES RESULTING FROM THE SHARES AND THEIR PERCENTAGE SHARE IN THE OVERALL NUMBER OF VOTES AT THE GENERAL MEETING OF SHAREHOLDERS. Legal basis: Par d The ownership structure of significant blocks of shares of the issuer (as of the date of submission of the statement) was presented in the table below, which is prepared on the basis of the information of the issuer. Page 4 of 16

5 Name of shareholder/ company Number of shares held Percentage share in the share capital Number of votes at the General Meeting of Shareholders Percentage share in the overall number of votes at the General Meeting of Shareholders Falenta Marek 21,577, % 21,577, % Leszczyński Grzegorz 21,312, % 21,312, % Abratański Rafał 17,128, % 17,128, % DM IDMSA* 11,101, ,101,428* 5.088* *shares held by IDMSA Brokerage House (own shares) correspond to 11,101,428 votes at the General Meeting of Shareholders of the company and constitute a % stake in the overall number of votes at the General Meeting of Shareholders of the issuer. However, in accordance with art of the Polish Code of Commercial Companies the company does not exercise rights from own shares, including the voting right. 5. INFORMATION ON HOLDERS OF ANY SECURITIES WHICH GIVE SPECIAL CONTROLLING RIGHTS TOGETHER WITH DESCRIPTION OF SUCH RIGHTS. Legal basis: Par e There are no securities giving special controlling rights in relation to the company. 6. INFORMATION ON ANY RESTRICTIONS CONCERNING EXERCISE OF VOTING RIGHTS, SUCH AS RESTRICTED EXECUTION OF VOTING RIGHTS BY HOLDERS OF A SPECIFIC PART OR NUMBER OF VOTES, TIME LIMITATIONS CONCERNING EXERCISE OF VOTING RIGHTS OR PROVISIONS IN ACCORDANCE WITH WHICH, WITH THE COMPANY S COOPERATION, EQUITY RIGHTS RELATED TO SECURITIES ARE SEPARATED FROM THE OWNERSHIP OF SECURITIES. Legal basis: Par f The company holds own shares acquired within Buy-Back Programme of IDMSA Brokerage House for the Purpose of Offering them to Key Persons in the Company, from which the company, in accordance with art of the Polish Code of Commercial Companies does not exercise voting rights. Page 5 of 16

6 7. INFORMATION ON ANY RESTRICTIONS CONCERNING TRANSFER OF OWNERSHIP RIGHTS TO THE ISSUER S SECURITIES. Legal basis: Par g 1) According to the company s information the following registered pledges were established on the IDMSA Brokerage House shares held by Grzegorz Leszczyński, Rafał Abratański and Marek Falenta: Shareholder Total number of pledged and blocked shares Grzegorz Leszczyński 2,400,000 Rafał Abratański 2,834,480 Marek Falenta 2,500,000 2) Long-term loan for purchase of liabilities of independent public healthcare centre for the amount of PLN 20,000, which Electus S.A. took out from Raiffeisen Bank Polska S.A. until 31 May 2011 is secured by pledge on 1,500 thousand series G shares of IDMSA Brokerage House held by the President of Electus S.A. Mr. Marek Falenta. Furthermore, the restriction concerning marketability consisting in the obligation to trade with the agency of IDMSA Brokerage House concerns bonds of the following series: 1. Issued in 2009: AAN, AAP, AAY, ABE, ABG, ABH, ABK, ABL, ABN ABP, APU, ABW; 2. Issued in 2010: ABY, ABZ, ACA, ACB, ACD ACI. 8. DESCRIPTION OF RULES CONCERNING APPOINTMENT AND DISMISSAL OF MANAGING PERSONS AND OF THEIR COMPETENCIES, AND OF THEIR RIGHT TO DECIDE ABOUT SHARES ISSUE OR BUYOUT IN PARTICULAR. Legal basis: Par h The Management Board of the issuer acts on the basis of the valid regulations of law, and on the basis of the Polish Code of Commercial Companies and the company's Articles of Association in particular. Pursuant to Par of the company s Articles of Association, the Management Board may consist of one or more persons. The members of the Management Board are appointed and dismissed by the Supervisory Board. The following persons have the right to make statements and sign on behalf of the company: 1) in the case of Management Board consisting of one person President of the Management Board on his/her own, 2) in the case of Management Board consisting of more persons two members of the Management Board jointly or member of the Management Board with a Proxy. Page 6 of 16

7 A member of the Management Board can not, without the authorization of the Supervisory Board, be engaged in business competitive to that of the company or participate in a competitive business as a partner or member of its bodies. Pursuant to Par of the company s Articles of Association, General Meeting of Shareholders, upon the motion of the Management Board approved by the Supervisory Board, adopts a resolution concerning redemption of shares, resolution concerning decrease in share capital and resolution concerning relevant changes to the Articles of Association of the company. The competencies are not subject to the resolution of the General Meeting of Shareholders or to the Articles of Association concerning other bodies of the company. These competencies belong to the Management Board. As of 31 December 2009 the draft Rules of the Management Board of IDMSA Brokerage House were not approved. 9. DESCRIPTION OF THE RULES CONCERNING CHANGES TO THE ARTICLES OF ASSOCIATION OF THE ISSUER. Legal basis: Par i Changes to the Articles of Association of the issuer take place in accordance with the provisions of the Polish Code of Commercial Companies and of the Articles of Association of the company. The resolution concerning changes to the Articles of Association is adopted with ¾ of votes. 10. RULES OF PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS AND ITS MAIN RIGHTS AS WELL AS DESCRIPTION OF SHAREHOLDERS' RIGHTS AND THE METHOD OF THEIR EXERCISE, IN PARTICULAR THE PRINCIPLES RESULTING FROM THE RULES OF GENERAL MEETING OF SHAREHOLDERS. Legal basis: Par j On 3 August 2009 a change to the Polish Code of Commercial Companies became effective. The change was introduced in the Act of 5 December As a result, the functioning of the General Meeting of Shareholders as well as the shareholders rights related to participation and the way of executing rights at the General Meeting of Shareholders underwent changes. The abovementioned change in regulations led to the necessity to change the current Rules of the General Meeting of Shareholders of IDMSA Brokerage House. In view of the above, the General Meeting of Shareholders convened for 25 January 2010 adopted the resolution no.6 concerning the adoption of text of the amended Rules of the General Meeting of Shareholders. It needs to be emphasized that until the date preceding the effective date of amendments to the Polish Code of Commercial Companies the shareholders executed their rights also on the basis of the valid Rules of the General Meeting of Shareholders. After the date the rights were executed in such a scope in which the provisions of the Rules of the General Meeting of Shareholders complied with valid provisions of law. Taking into account the changes to law in 2009, the rules of procedure of the General Meeting of Shareholders until 3 August 2009 as well as, after the date, the scope of changes in relation to previous regulations are presented below. Page 7 of 16

8 Rules of procedure of the General Meeting of Shareholders of IDMSA Brokerage House until 3 August ) Convening and organizing of the General Meeting of Shareholders take place in accordance with the Polish Code of Commercial Companies and with the company s Articles of Association. 2) General Meeting of Shareholders of IDMSA Brokerage House debates in accordance with rules defined in the Polish Code of Commercial Companies, Articles of Association of IDMSA Brokerage House and the Rules of the General Meeting of Shareholders of IDMSA Brokerage House ( Rules of the General Meeting of Shareholders ). 3) General Meeting of Shareholders can be ordinary or extraordinary. 4) General Meetings of Shareholders take place in Krakow or Warsaw (Par.18 of the Articles of Association). In accordance with the accepted practice the General Meetings of Shareholders debate in the daytime. 5) The request to convene a General Meeting of Shareholders and to include certain matters in the minutes made by authorized entities should be justified. Draft resolutions for adoption by the General Meeting of Shareholders and other significant materials should be presented to the shareholders together with justification and opinion of the Supervisory Board before the General Meeting of Shareholders giving the shareholders enough time to become familiarized with them and to assess them (Par.2.2 of the Rules of the General Meeting of Shareholders). 6) General Meeting of Shareholders convened upon the motion of shareholders should take place on the date indicated in the motion, and if there are serious obstacles preventing the meeting from taking place on the date, on the closest date enabling debating on matters included in the agenda by the General Meeting of Shareholders (Par.2.3 of the Rules of General Meeting of Shareholders). By now no General Meeting has been convened upon the motion of shareholders. 7) Cancellation of a General Meeting of Shareholders, the agenda of which contains matters requested by the authorized entities or which was convened upon the motion of the entities is possible only upon the consent of the requesting parties. In the event of any force majeure circumstances making it impossible to conduct the General Meeting of Shareholders of if the agenda of such a meeting does not contain any matters to discuss, the General Meeting of Shareholders may be cancelled. Cancellation takes place in the same manner as convening, ensuring the smallest negative effects for the company and shareholders. In no event can the meeting be cancelled later than three weeks prior to the initially planned date. Change of the date of the General Meeting of Shareholders is made in the same manner as its cancellation even if there were no changes to the agenda (Par.17 of the Rules of the General Meeting of Shareholders). By now no General Meeting of Shareholders has been cancelled. 8) Any changes to the Rules of the General Meeting of Shareholders require resolution of the General Meeting of Shareholders on pain of nullity. Change to the Rules is effective as of the date of the following General Meeting of Shareholders (Par.21.2 of the Rules of the General Meeting of Shareholders). Extraordinary General Meeting of Shareholders convened for 31 January 2006 adopted the Rules of the General Meeting of Shareholders. 9) General Meeting of Shareholders is opened by the President of the Supervisory Board of the company or a person designated by him. In their absence the meeting is opened by the President of the Management Board or a person designated by the Management Board and immediately after the Chairman of the General Meeting of Shareholders is elected from the persons authorized to participate in the General Meeting of Shareholders (Par.6.1 of the Rules of the General Meeting of Shareholders). 10) Chairman of the General Meeting of Shareholders presides over the General Meeting of Shareholders and ensures that it is held in and efficient manner and that the rights and interests Page 8 of 16

9 of all its shareholders are respected. The Chairman shall especially counteract the abuse of rights by the General Meeting participants and make sure that the rights of minority shareholders are respected. The Chairman should not resign from his function without material reasons. Upon exhaustion of the agenda, the Chairman closes the General Meeting of Shareholders (Par , Par. 19 of the Rules of the General Meeting of Shareholders). 11) General Meeting of Shareholders should be attended by the members of the Management Board and members of the Supervisory Board of the company. The General Meeting should be attended by a chartered accountant auditing the financial statements of the company and main accountant of the company if its agenda is to include financial matters. The absence of any member of the Management Board or member of the Supervisory Board should be justified. This justification should be presented at the General Meeting of Shareholders. (Par. 3.2 of the Rules of General Meeting of Shareholders). 12) The members of the Supervisory Board, members of the Management Board and the chartered auditor taking part in the General Meeting should, within their powers and to the extent necessary for the settlement of matters discussed by the General Meeting, provide the participants in the General Meeting with explanations and information as regards the company (Par.3.3 of the Rules of the General Meeting of Shareholders). The Members of the Supervisory Board and of the members of the Management Board give, within their powers, all explanations and information. 13) While answering to the questions of the participants of the General Meeting of Shareholders, the Management Board acts in accordance with valid legal regulations and in particular with the Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies as well as with the Regulation of the Minister of Finance on current and periodical information published by issuers of securities. 14) Short breaks in the Meeting which do not defer it, ordered by the Chairman in justified cases, can not be aimed at hindering the exercise of the rights by the Shareholders (Par.11.2 of the Rules of the General Meeting of Shareholders). 15) Voting on items placed on the agenda may be carried out only on issues related to the conduct of the General Meeting. This voting procedure cannot apply to resolutions which may have an impact on the exercise of rights by the shareholders (Par.9.4 of the Rules of the General Meeting of Shareholders). 16) A resolution for the General Meeting not to consider an issue placed on the agenda may be passed only owing to important reasons. The motion regarding this matter should be duly substantiated. Removal of a matter from the agenda or abandoning the consideration of the matter placed on the agenda upon a motion of the shareholders require adoption of the resolution by the General Meeting, after a prior consent given by all shareholders who filed such a motion, supported by 75% of the votes of the General Meeting. (Par.22¹ of the Articles of Association and Par. 9.3 sentence 2 and 3 of the Rules of the General Meeting of Shareholders). 17) Resolutions should be worded in a way enabling the authorized persons who do not agree to their adoption to appeal against them (Par.10.6 of the Rules of the General Meeting of Shareholders). 18) A person voting against a resolution should have the right to give a short justification of the objection. (Par.12.8 of the Rules of the General Meeting of Shareholders). 19) Upon a request of a participant of the General Meeting of Shareholders, his/her statement is recorded in the minutes (Par.18.2 of the Rules of the General Meeting of Shareholders). 20) Resolutions shall be adopted by an absolute majority of votes, unless otherwise provided by the binding laws. Page 9 of 16

10 There were no General Meetings of Shareholders of IDMSA Brokerage House convened after 3 August The General Meeting of Shareholders of IDMSA Brokerage House which took place on 25 January 2010 was convened and took place in accordance with the binding law, including in particular the regulations amended as of 3 August Main rights of the General Meeting of Shareholders (lack of changes in connection with amendments to the Polish Code of Commercial Companies) Apart from the issues included in the agenda, the General Meeting of Shareholders shall debate on the following matters: 1) Review and approval of the Management Board s Report on the Activity of the Company, balance sheet and profit and loss account for the previous year, 2) Adoption of resolution concerning profit distribution and covering of loss, 3) Granting a vote of acceptance to the members of the Supervisory Board and of the Management Board for the discharge of their duties. Furthermore, the matters which require resolutions of the General Meeting of Shareholders include in particular: 1) Decision concerning claims for damages made upon a creation of a company or its management or supervision, 2) Sale or lease of a company or of its organized part as well as establishment of a limited property right on them, 3) Purchase and sale of a property, perpetual usufruct or a share in a property, unless the Articles of Association state otherwise, 4) Issue of convertible bonds or senior bonds, 5) Appointment and dismissal of members of the Supervisory Board, 6) Determining of remuneration of the members of the Supervisory Board. The Extraordinary General Meeting of Shareholders is convened to debate on the matters requiring immediate decisions. Shareholders rights and the manner of their execution Shareholder right Shareholder s right to participate in the General Meeting of Shareholders Manner of execution of the right by shareholder until 3 August 2009 Shareholders may participate in the General Meeting of Shareholders and exercise a voting right in person or by a representative having a power of attorney prepared in accordance with the binding regulations. The persons entitled to participate in the General Meeting of Shareholders are shareholders which at least one week prior to the General Meeting of Shareholders submit to the company ( Krakow, Mały Rynek 7) registered certificates of deposit issued by the entity managing the securities account in accordance with provisions of the Act on Trading and do not collect them until the end of the General Meeting of Shareholders and the abovementioned representatives of the shareholders which possess documents proving Page 10 of 16 Manner of execution of the right by shareholder after 3 August 2009 Shareholders may participate in the General Meeting of Shareholders and exercise a voting right in person or by proxy having a power of attorney prepared in accordance with the binding regulations. Only the persons who are shareholders of the company sixteen days prior to the date of the General Meeting of Shareholders (date of registration of participation in the General Meeting of Shareholders) have the right to participate in the General Meeting of Shareholders. The date of registration of participation in the General Meting of Shareholders is identical for the authorized holders of bearer shares and holders of registered shares. Bearer shares in a document form entitle to

11 Right to convene an Extraordinary General Meeting of Shareholders Right to request to convene an Extraordinary General Meeting of Shareholders or to place certain matters in the agenda Right to submit draft resolutions their right to act on behalf of the shareholders in accordance with law. Pursuant to art of the Polish Code of Commercial Companies a shareholder or shareholders representing at least 1/10 of the share capital may request to convene an Extraordinary General Meeting of Shareholders as well as to include certain matters in the agenda of the nearest General Meeting of Shareholders. Page 11 of 16 participation in the General Meeting of Shareholders of the company on condition that the share documents are submitted to the company not later than on the date of registration of participation in the General Meeting of Shareholders and are not collected before the end of the day. Instead of the shares a participant may submit a document proving the submission of the shares to a notary, to a bank or investment company with the registered office or branch on the territory of the European Union or of a country being a signatory to the agreement on European Economic Area, indicated in the announcement on convening of the General Meeting of Shareholders. Pursuant to the amended art of the Polish Code of Commercial Companies the shareholders representing at least a half of the share capital or at least half of the overall number of votes in the company may convene an Extraordinary General Meeting of Shareholders. The shareholders appoint a Chairman of such a meeting. 1) Pursuant to the amended art of the Polish Code of Commercial Companies a shareholder or shareholders representing at least 1/20 of the share capital may request to convene an Extraordinary General Meeting of Shareholders as well as to include certain matters in the agenda of the nearest General Meeting of Shareholders. 2) Pursuant to the amended art of the Polish Code of Commercial Companies a shareholder or shareholders representing at least 1/20 of the share capital may request to include certain matters in the agenda of the nearest General Meeting of Shareholders. The request should be submitted to the Management Board not later than 21 days before the indicated date of the meeting. The request should contain justification of or draft resolution concerning the proposed item of the agenda. The request may be submitted in an electronic form. 1) Pursuant to the amended art of the Polish Code of Commercial Companies, a shareholder or shareholders of a public company representing at least 1/20 of the share capital may, prior to the date of General Meeting of Shareholders, submit to the company in writing or in electronic form draft resolutions concerning matters included in the agenda of the General Meeting of Shareholders or matters which are to be included in the agenda of the General Meeting of Shareholders; 2) Pursuant to the amended art of the

12 Right to exercise voting right Right to request a transcript of motions concerning matters included in the agenda of the General Meeting of Shareholders Right to check the attendance of shareholders at the General Meeting of Shareholders Right to request the election of the Supervisory Board by way of voting in separate groups Right to request the provision of information concerning the company by the Management Board Right to bring legal action aiming at reversal of a resolution of the General Meeting of Each shareholder is entitled to the number of votes at the General Meeting of Shareholders corresponding to the number of shares held in the company. Each share entitles to one vote. Pursuant to art of the Polish Code of Commercial Companies a shareholder has a right to request provision of a transcript of motions concerning matters included in the agenda one week prior to the General Meeting of Shareholders. Such a request should be submitted to the Management Board of the company. Pursuant to art of the Polish Code of Commercial Companies, following the motion of shareholders holding at least1/10 of the share capital represented at the General Meeting of Shareholders, attendance list should be checked by a selected for this purpose committee. Upon the motion of shareholders, representing at least 1/5 of the share capital, General Meeting of Shareholders elects the Supervisory Board by way of voting in separate groups. The motion for election by means of voting in separate groups is submitted by shareholders to the Management Board in a written form on a date enabling its inclusion in the agenda of the General Meeting of Shareholders. Pursuant to art of the Polish Code of Commercial Companies a shareholder may during the General Meeting of Shareholders request the provision of information concerning the company by the Management Board, if such a request is justified by the need to assess the matter included in the agenda of the General Meeting of Shareholders. Resolution of the General Meeting of Shareholders which is contradictory to the Articles of Association or to good practices and which is detrimental to the company s interests or to its shareholders may be challenged by way Page 12 of 16 Polish Code of Commercial Companies, each of the shareholders may, during the General Meeting of Shareholders, submit draft resolutions concerning matters included in the agenda. No changes in relation to legal status prior to 3 August No changes in relation to legal status prior to 3 August No changes in relation to legal status prior to 3 August No changes in relation to legal status prior to 3 August Regarding art of the Polish Code of Commercial Companies, there are no changes in relation to the legal status prior to 3 August The Management Board refuses to provide information if it could be detrimental to the company, its associate or its subsidiary. Pursuant to the added art of the Polish Code of Commercial Companies, regarding Par.1 the Management Board can provide an answer in writing outside the General Meeting of Shareholders, if it is motivated by serious reasons. The Management Board is obliged to provide information not later than within two weeks from the date of submission of request during the General Meeting of Shareholders. If a shareholder submits a motion for provision of information concerning the company outside the General Meeting of Shareholders, the Management Board may provide such information in writing (added Par of the Polish Code of Commercial Companies), with regard to art of the Polish Code of Commercial Companies. No changes in relation to legal status prior to 3 August 2009.

13 Shareholders or declaring its invalidity Right to share in profit Pre-emptive right Right to share in assets distributed in liquidation of the company of a legal action against the company aiming at reversal of the resolution. If such a resolution is contradictory to the law the shareholders may bring a legal action aiming at declaration of its invalidity. Pursuant to art of the Polish Code of Commercial Companies shareholders have a right to share in profit of the company which was indicated in the financial statements audited by the auditor and which the General Meeting of Shareholders used for payments to shareholders. Pursuant to art of the Polish Code of Commercial Companies shareholders have a priority right to take up new shares which is proportionate to the number of shares held by them. Pursuant to art of the Polish Code of Commercial Companies, following the securing the repayment of debt or satisfaction of the creditors of the company, the assets of the company may be distributed among the shareholders. Such assets are distributed among the shareholders of the company proportionally to the called-up share capital paid by each of them. No changes in relation to legal status prior to 3 August No changes in relation to legal status prior to 3 August No changes in relation to legal status prior to 3 August COMPOSITION OF THE MANAGEMENT BOARD AND CHANGES TO THE COMPOSITION WHICH TOOK PLACE DURING THE LAST FINANCIAL YEAR AS WELL AS DESCRIPTION OF FUNCTIONING OF MANAGING, SUPERVISING OR ADMINISTRATIVE BODIES OF THE ISSUER AND OF THEIR COMMITTEES. Legal basis: Par k Management Board Pursuant to Par.29 of the Articles of Association of IDMSA Brokerage House, in connection with art of the Polish Code of Commercial Companies, members of the Management Board are appointed by the Supervisory Board. Within the last financial year the rules governing appointment and dismissal of managing persons did not change. In the financial year 2009 the composition of the Management Board did not change. As of 31 December 2009 and as of the date of publication of the Statement the composition of the Management Board of IDMSA Brokerage House was as follows: Management Board: 1) Grzegorz Leszczyński President of the Management Board, 2) Rafał Abratański Vice President of the Management Board. Supervisory Board: Pursuant to Par.24 of the Articles of Association of IDMSA Brokerage House, in connection with art of the Polish Code of Commercial Companies, members of the Supervisory Board are appointed Page 13 of 16

14 by the General Meeting of Shareholders. Supervisory Board consists of at least five but not more than nine members appointed by the General Meeting of Shareholders for the period of three years. At least two members of the Supervisory Board should be independent persons. Independent persons are understood as persons which: a) are not employees of the company, b) are not related to the company by virtue of permanent provision of services. As of 1 January 2009 the composition of the Supervisory Board was as follows: 1) Robert Tomaszewski President of the Supervisory Board, 2) Henryk Leszczyński Vice President of the Supervisory Board, 3) Antoni Abratański Member of the Supervisory Board, 4) Jarosław Dziewa Member of the Supervisory Board, 5) Artur Kozieja Member of the Supervisory Board, 6) Władysław Bogucki Member of the Supervisory Board, 7) Łukasz śuk Member of the Supervisory Board. In the financial year 2009 and after its end the following changes took place in the composition of the Supervisory Board of IDMSA Brokerage House: 1) on 15 January 2009 Mr. Łukasz śuk submitted his resignation from the position of Member of the Supervisory Board of IDMSA Brokerage House, 2) on 30 June 2009 General Meeting of Shareholders of IDMSA Brokerage House appointed to the Supervisory Board for the next term Mr. Henryk Leszczyński, Mr. Antoni Abratański and Mr. Władysław Bogucki, 3) on 22 December 2009 Mr. Robert Tomaszewski submitted his statement of resignation from the position of Member of the Supervisory Board of IDMSA Brokerage House. The resignation was effective as of 25 January 2010, i.e. on the date of the closest, after the submission of the statement, General Meeting of Shareholders of the company. As of 31 December 2009 the composition of the Supervisory Board was as follows: 1) Robert Tomaszewski President of the Supervisory Board, 2) Henryk Leszczyński Vice President of the Supervisory Board, 3) Antoni Abratański Member of the Supervisory Board, 4) Jarosław Dziewa Member of the Supervisory Board, 5) Artur Kozieja Member of the Supervisory Board, 6) Władysław Bogucki Member of the Supervisory Board, 4) by means of the resolution no. 10 concerning appointment of new members to the Supervisory Board, the General Meeting of Shareholders of the issuer convened for 25 January 2010 appointed prof. dr hab. Andrzej Szumański to the Supervisory Board of IDMSA Brokerage House, 5) on 3 March 2010 Artur Kozieja submitted a statement of resignation from the position of the Member of the Supervisory Board of IDMSA Brokerage House. The resignation is connected with commencement of the work in a foreign financial institution. As of the date of publication of the Statement the composition of the Supervisory Board was as follows: 1) Henryk Leszczyński Vice President of the Supervisory Board, Page 14 of 16

15 2) Antoni Abratański Member of the Supervisory Board, 3) Władysław Bogucki Member of the Supervisory Board, 4) Jarosław Dziewa Member of the Supervisory Board, 5) Andrzej Szumański Member of the Supervisory Board. Resolutions of the Supervisory Board are adopted by an absolute majority of votes on condition that all the members of the Board have been invited. The Supervisory Board can also adopt resolutions in writing or using means of direct remote communication. However, such a resolution is valid provided that all the members of the Supervisory Board have been informed about the content of the draft resolution. If the number of votes in favour of a resolution is equal to the number of votes against the resolution, the decision about adoption or rejection of such a resolution is made by the President of the Supervisory Board. Apart from the competencies of the Supervisory Board defined in the Polish Code of Commercial Companies, the competencies include also selection of chartered accountants in charge of audit of the financial statements of the company. Furthermore, the Supervisory Board approves any liabilities incurred by the company whose value exceeds 25% of the company s equity. The Supervisory Board expresses its opinion, in the form of a resolution, on the following plans: a) of issue of new shares, b) of sale of the company s business. Committees functioning within the Supervisory Board There are audit and remuneration committees functioning within the Supervisory Board of IDMSA Brokerage House. Date and event Audit Committee Members of the Committee 25 April 2008 composition of the Committee approved by the Supervisory Board of IDMSA Brokerage House 1 July 2008 submission of resignation from the position of Member of the Supervisory Board of IDMSA Brokerage House by Mr. Piotr Kukowski 17 December 2008 appointment of new members of the Committee by the Supervisory Board of IDMSA Brokerage House 19 March 2009-submission of resignation from membership in the Committee by Mr. Antoni Abratański 22 December 2009-appointment of Mr. Władysław Bogucki to the Committee Piotr Kukowski Chairman of the Committee Jarosław Dziewa Member of the Committee Jarosław Dziewa Antoni Abratański Jarosław Dziewa Artur Kozieja Jarosław Dziewa Artur Kozieja Władysław Bogucki Jarosław Dziewa Artur Kozieja 3 March submission of resignation from membership in the Supervisory Board by Mr. Artur Kozieja 11 March 2010-adoption of resolution concerning liquidation of Audit Committee by Władysław Bogucki Jarosław Dziewa Supervisory Board took over the functions of the Audit Committee. Page 15 of 16

16 the Supervisory Board of IDMSA Brokerage House and transfer of rights resulting from the Accounting Act by all the members of the Supervisory Board. Date and event Remuneration Committee Members of the Committee 25 April 2008 composition of the Committee approved by the Supervisory Board of IDMSA Brokerage House 17 December 2008 appointment of new members of the Committee by the Supervisory Board of IDMSA Brokerage House Henryk Leszczyński Chairman of the Committee Władysław Bogucki Member of the Committee Władysław Bogucki Henryk Leszczyński Robert Tomaszewski 25 January 2010 resignation of Mr. Robert Tomaszewski from membership in the Supervisory Board of IDMSA Brokerage House dated 22 December 2009 becomes effective. Władysław Bogucki Henryk Leszczyński As of the date of submission of the statement the composition of the bodies of IDMSA Brokerage House was as follows: Management Board Grzegorz Leszczyński President of the Management Board, Rafał Abratański Vice President of the Management Board. Supervisory Board 1) Henryk Leszczyński Vice President of the Supervisory Board, 2) Antoni Abratański Supervisory Board Member, 3) Władysław Bogucki Supervisory Board Member, 4) Jarosław Dziewa Supervisory Board Member, 5) Andrzej Szumański Supervisory Board Member. Proxies Piotr Derlatka, Jarosław śołędowski. Description of the functioning of the Management Board was presented in item 8 above. Krakow, 30 April 2010 Grzegorz Leszczyński President of the Management Board.... Rafał Abratański Vice President of the Management Board Page 16 of 16