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Download draft resolutions in PDF format - Getin Holding SA

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Classification of Activities (PKD) 2007; furthermore the amendments are made to<br />

develop uniform word<strong>in</strong>g of all the corporate documents.<br />

RESOLUTION NO. 21<br />

Pursuant to Art. 391 § 3 of the Code of Commercial Companies and Partnerships and to<br />

§16 (3) of the Company’s Articles of Association, the Ord<strong>in</strong>ary General Meet<strong>in</strong>g of<br />

Shareholders resolves to:<br />

§ 1.<br />

Introduce the follow<strong>in</strong>g changes <strong>in</strong> the Supervisory Board Bylaws:<br />

1. Present § 7clause 1 shall be given the follow<strong>in</strong>g word<strong>in</strong>g:<br />

1. Any person be<strong>in</strong>g a shareholder or other <strong>in</strong>dividual may be appo<strong>in</strong>ted to the<br />

Supervisory Board. Members of the Management Board, a commercial proxy, a<br />

liquidator, the head of branch or other organizational unit, a chief accountant,<br />

attorney-at-law or advocate employed with the Company or other persons directly<br />

accountable to members of the Management Board or a liquidator as well as a<br />

liquidator of a subsidiary company shall not, at the same time, be members of the<br />

Supervisory Board.<br />

2. Present § 11 clause 1 shall be given the follow<strong>in</strong>g word<strong>in</strong>g:<br />

1. Resolutions of the Supervisory Board shall be adopted by a majority of votes cast<br />

unless b<strong>in</strong>d<strong>in</strong>g provisions of the Code of Commercial Companies and<br />

Partnerships require a more severe vot<strong>in</strong>g formula. In the event of deadlock the<br />

b<strong>in</strong>d<strong>in</strong>g vote shall be the vote of the Chairman of the Supervisory Board.<br />

§ 2.<br />

The resolution takes effect on the day the amended Articles of Association are<br />

registered by the competent Court of Registration.<br />

Attachment No.1 to the Resolution No. 21 of the Ord<strong>in</strong>ary General Meet<strong>in</strong>g of<br />

Shareholders.<br />

JUSTIFICATION OF THE AMENDMENTS TO THE SUPERVISORY BOARD<br />

BYLAWS.<br />

Amendments made <strong>in</strong> the Supervisory Board Bylaws follow changes <strong>in</strong>troduced <strong>in</strong> the<br />

Company's Articles of Association; furthermore the amendments have been made to<br />

develop uniform word<strong>in</strong>g of all the corporate documents.<br />

RESOLUTION NO. 22

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