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Announcement by the Management Board of Emperia Holding S.A. of an Ordinary General Meeting

Acting pursuant to 395 § 1, art. 399 § 1 in connection with art. 4021  § 1 of the Polish Commercial Companies Code, the Management Board of Emperia Holding S.A., having its registered office in Lublin, ul. Mełgiewska 7-9, 20-952 Lublin (the "Company"), hereby calls an Ordinary General Meeting for 4 June 2013. The Ordinary General Meeting will take place in Lublin, ul. Mełgiewska 7-9. 

 

Meeting agenda:

 

  1. Opening of the Ordinary General Meeting
  2. Selection of the Chairperson of the Ordinary General Meeting
  3. Confirmation of the validity of the Ordinary General Meeting and its ability to adopt resolutions
  4. Approval of the agenda
  5. Examination and approval of the management report on company operations, separate financial statements and consolidated financial statements for the last year
  6. Adoption of resolutions on distribution of profit or coverage of loss
  7. Vote of approval for Supervisory Board and Management Board members
  8. Adoption of resolutions on appointment of new Supervisory Board members
  9. Adoption of a resolution on amendment of the Company's Articles of Association, including as regards the Management Board's authorisation to increase issued share capital within authorised share capital with the exclusion or limitation of pre-emptive rights

10. Other issues on the agenda.

11. Closing of the Ordinary General Meeting

 

Under art. 4061 § 1 of the Polish Commercial Companies Code, the right to participate in the Ordinary General Meeting is reserved for persons being shareholders in the Company 16 days before the Ordinary General Meeting date (Registration date), i.e. before 19 May 2013. Those persons entitled to voting rights through registered shares, temporary certificates, as well as pledgees and users of shares, have the right to participate in the Ordinary General Meeting if they are entered into the share register as at the Registration date. Registered shares in document form entitle to participate in the Ordinary General Meeting if the share documents are submitted to the Company no later than on the Registration date and will not be collected before the end of that day. A declaration issued as proof that shares were deposited at a notary's office, bank or investment firm having its registered office or branch in the EU or non-EU members of the European Economic Area may be submitted instead of the shares, as indicated in the general meeting announcement. The declaration must include the number of share documents and state that the share documents will not be collected before the end of the Registration date.

In order to participate in the general meeting, those persons entitled under dematerialised bearer shares should request a registration certificate from the entity maintaining their securities accounts concerning the right to participate in the general meeting - not earlier than on the Ordinary General Meeting announcement date and not later than on the first working day after the Registration Date. The Company determines the list of shareholders authorised to participate in the Ordinary General Meeting based on a list provided by the National Depositary for Securities (KDPW), prepared on the basis of registered declarations on the right to participate in the Ordinary General Meeting provided by the entities maintaining securities accounts.

The list of shareholders authorised to participate in the Ordinary General Meeting will be displayed at the Company's registered office (Lublin, ul. Mełgiewska 7-9) for three working days before the general meeting date, i.e. on 30 May 2013 - 3 June 2013, between 8:00am and 2:00pm, in room 308A. A shareholder may request that the shareholder list be sent to him/her free-of-charge by email, indicating the email address.

 

Shareholder right to request inclusion of specific items on the general meeting agenda

Shareholder(s) representing at least one-twentieth of the share capital have the right to request that specific items be included on the agenda of the Company's Ordinary General Meeting. This request should be submitted to the Company's Management Board no later than 21 days before the general meeting date. The request should contain a justification or a draft resolution concerning the proposed agenda item. The request should be submitted to the Company's registered office in written form or by email and be sent to the Company's email address: wza@emperia.pl. Shareholder(s) should indicate the possession of an appropriate number of shares as at the date on which the request is submitted by including a deposit certificate(s) or declaration on the right to participate in the general meeting and in the case of:

a) shareholders being natural persons - provide a copy of a document proving the shareholder's identity (if such a request is being submitted by email),

b) shareholders being legal entities and partnerships - confirm the authority to act on behalf of such an entity be including a current excerpt from the National Court Register or other register,

c) submission of a request by an attorney - attach the relevant power of attorney to the request, signed by the shareholder (or an uninterrupted string of powers of attorney), along with a copy of a document confirming the identity of the person signing the request and in the event of an attorney other than a natural person - a copy of the excerpt from a relevant register, confirming the authority of the person signing the request to act on behalf of the attorney.

 

Shareholder right to submit draft resolutions

Shareholder(s) representing at least one-twentieth of the Company's share capital may submit draft resolutions before the Ordinary General Meeting date in written form to the Company's registered office or using electronic means of communications to the following email address: wza@emperia.pl, such as concern matters included on the general meeting agenda or those that will be included. Shareholder(s) should indicate the possession of an appropriate number of shares as at the date on which the request is submitted by including a deposit certificate(s) or declaration on the right to participate in the general meeting and in the case of:

a) shareholders being natural persons - attach a copy of a document confirming the shareholder's identity (if such a request is submitted by email),

b) shareholders being legal entities and partnerships - confirm the authority to act on behalf of such an entity be including a current excerpt from the National Court Register or other register,

c) submission of a request by an attorney - attach the relevant power of attorney to the request, signed by the shareholder (or an uninterrupted string of powers of attorney), along with a copy of a document confirming the identity of the person signing the request and in the event of an attorney other than a natural person - a copy of the excerpt from a relevant register, confirming the authority of the person signing the request to act on behalf of the attorney.

In addition, each of the shareholders authorised to participate in the Ordinary General Meeting may submit draft resolutions during the Ordinary General Meeting that concern the items included on the general meeting agenda.

 

Electronic communications between shareholders and the company

Within the limits provided in the Polish Commercial Companies Code, shareholders may communicate with the Company using electronic means of communication. The electronic communications between shareholders and the Company takes place with use of the following email address: wza@emperia.pl. Any risk connected with using electronic communications is borne by the shareholder.

 

Exercising voting rights through an attorney

Shareholders may participate in the Ordinary General Meeting and exercise their voting rights either in person or through an attorney(s). The attorney exercises all rights of the shareholder at the Company's Ordinary General Meeting, unless the power of attorney states otherwise. The attorney may grant further powers of attorney, if this is provided for in his/her power of attorney. The attorney may represent more than one shareholder and vote differently on behalf of each of them. Shareholders having their shares registered in more than one securities account may appoint different attorneys for exercising the rights under shares registered in each of the account.

 

The representatives of legal entities should provide current excerpts from the relevant registers, listing the persons authorised to represent such entities.

 

A power of attorney to participate in the Ordinary General Meeting and exercise voting rights must be in written or electronic form. A power of attorney in electronic form does not require a secure electronic signature, verified by a valid qualified certificate. From the date on which this announcement is published, the Company provides a template for the power of attorney in electronic form on its website. The fact that a power of attorney in electronic form has been granted should be communicated to the Company by email, using the following address: wza@emperia.pl. Along with this notification, the shareholder must send a scan of the power of attorney. The shareholder may also issue a power of attorney by sending it, in compliance with the binding template, to the above email address.

 

Forms concerning exercise of voting rights by an attorney are available at the Company's website: www.emperia.pl, in the Investor relations section.

 

A shareholder submitting a notification on issue of a power of attorney should also provide an email address through which the Company will be able to communicate with the shareholder and with the attorney. The Company may undertake appropriate actions to verify the identity of the shareholder and attorney. The verification may particularly consist of a reply by phone or email to the shareholder and attorney in order to verify the fact that the power of attorney has been issued and its scope. In the event of a lack of response to questions asked during such verification, the Company reserves the right to treat this as non-performance of power of attorney verification, which will constitute the basis for refusing to allow an attorney to participate in the Ordinary General Meeting.

The principles concerning submitting powers of attorney and identifying the attorney and principal are also applicable to the notification on termination of a power of attorney.

 

A notification on issue and termination of a power of attorney without observance of the above requirements does not create any legal effects with respect to the Company. Selecting the means of appointing an attorney is left to the shareholder, and the Company does not bear responsibility for errors in completing the power of attorney template or the actions of persons using powers of attorney.

 

Issuing a power of attorney by email does not absolve the attorney from the requirement to provide an ID document during preparation of the list of persons authorised to participate in the Company's Ordinary General Meeting. If the power of attorney is issued by a legal entity (in the meaning of art. 33 of the Polish Civil Code) or an organisational unit (in the meaning of art. 33¹ of the Polish Civil Code), the attorney is required to present an excerpt from the register in which the principal is registered. In the event that the attorney is a legal entity or an organisational unit in the meaning of art. 33¹ of the Polish Civil Code, the attorney should in addition provide an excerpt from the register in which the attorney is registered.

 

Participating in general meetings using electronic communications

The Company does not intend to allow participation and verbal statements during the general meeting using electronic means of communication due to the fact that the Company's Articles of Association do not provide for participating and making verbal statements during general meetings in this form.

 

Exercising voting rights by mail or using electronic communications

The Company does not intend to allow the exercise of voting rights by mail or using electronic means of communication due to the fact that the Company's Articles of Association do not provide for exercising voting rights during general meetings in this form.

 

Access to documentation

The full content of the documentation that is to be examined at the Ordinary General Meeting is available on the Company's website from the general meeting announcement date: www.emperia.pl, in the IR section. The persons authorised to participate in the Ordinary General Meeting may obtain access to the full content of the documentation that is to be examined at the Ordinary General Meeting, together with draft resolutions, at the Company's registered office (Lublin, ul. Mełgiewska 7-9).

 

Proposed amendments to the Articles of Association of Emperia Holding S.A., resulting from item 9 on the agenda:

 

Pursuant to art. 402 § 2 of the Polish Commercial Companies Code, the proposed amendments to the Articles of Association are as follows:

 

  1. Article 7b, worded as below, is removed:

"1. Pursuant to art. 444 of the Polish Commercial Companies Code, the Company's Management Board is authorised to increase share capital within the limits specified in sec. 2 below between 1 January 2010 and 31 December 2012 (authorised share capital).

2. The amount of the authorised share capital may not exceed PLN 1 511 516, with stipulation that in the event of an increase in share capital up to the amount of PLN 755 758, the principles specified in sec. 3-8 of this article apply, and in the case of a further increase of share capital within authorised share capital up to the amount of PLN 1 511 516, the principles specified in sec. 9-15 of this article apply.

3. The issue price for newly-issued shares within the authorised share capital may not be lower than the volume-weighted price of the Company's shares on the Warsaw Stock Exchange, established using closing prices from the last three months before adoption by the Supervisory Board of the resolution referred to in art. 14 sec. 2 point s. The average share price established as above will be rounded up or down to the nearest full PLN, with rounding up if there is less than PLN 0.50 from the full PLN.

4. A resolution of the Company's Management Board adopted pursuant to the authorisation referred to in sec. 1 supersedes the General Meeting's resolution on a share capital increase and must be notarised, or else shall be null and void.

5. The Management Board may exercise this authorisation by executing one or more successive share capital increases after obtaining approval from the Supervisory Board. The Supervisory Board's approval should be expressed in the form of a resolution adopted in open voting with an absolute majority of votes, with stipulation that such a resolution should be voted for by all independent members of the Supervisory Board, as referred to in art. 12a sec. 1.

6. The Company's Management Board may issue shares in exchange for both cash contributions and in-kind contributions.

7. The Company's Management Board may not issue preference shares or assign specific entitlements to shareholders, as referred to in art. 354 of the Polish Commercial Companies Code,

8. This authorisation does not cover the authority to increase share capital using the Company's own funds.

9. The issue price for newly-issued shares within the authorised share capital may not be lower than the volume-weighted price of the Company's shares on the Warsaw Stock Exchange, established using closing prices from the last three months before adoption by the Supervisory Board of the resolution referred to in art. 14 sec. 2 point s. The average share price established as above will be rounded up or down to the nearest full PLN, with rounding up if there is less than PLN 0.50 from the full PLN.

10. A resolution of the Company's Management Board adopted pursuant to the authorisation referred to in sec. 1 supersedes the General Meeting's resolution on a share capital increase and must be notarised, or else shall be null and void.

11. The Management Board may exercise this authorisation by executing one or more successive share capital increases after obtaining approval from the Supervisory Board. The Supervisory Board's approval should be expressed in the form of a resolution adopted in open voting with an absolute majority of votes, with stipulation that such a resolution should be voted for by all independent members of the Supervisory Board, as referred to in art. 12a sec. 1.

12. The Management Board may exercise the authorisation to increase share capital within authorised share capital only in order to purchase shares in other companies or to raise capital for this purpose. The Company's Management Board may issue shares in exchange for both cash contributions and in-kind contributions.

13. In the case of excluding or limiting pre-emptive rights in accordance with art. 7c of the Articles of Association and the issue of shares for cash contributions, the Management Board is required each time to offer the issued shares first to the Company's shareholders having at least 5% of voting rights at the Company's general meeting, in accordance with the information provided to the Company pursuant to art. 69, sec. 1, point 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introduction of Financial Instruments to an Organised System of Trading and on Public Companies, in a number proportionate to their share of the total number of voting rights at the Company's general meeting. A shareholder is required to document its shareholding as at the date of receipt of the Management Board's proposal. In the event that a shareholder does not exercise the right mentioned above within 14 days from the share offer, the Management Board may offer said shares to other persons.

14. The Company's Management Board may not issue preference shares or assign specific entitlements to shareholders, as referred to in art. 354 of the Polish Commercial Companies Code,

15. This authorisation does not cover the authority to increase share capital using the Company's own funds."

 

  1. Article 7c, worded as below, is removed:

"With approval from the Supervisory Board, the Company's Management Board may exclude or limit pre-emptive rights to shares issued under a share capital increase carried out pursuant to the Management Board's authorisation in the Articles of Association to increase share capital within the authorised share capital referred to in art. 7b. The Supervisory Board's approval should be expressed in the form of a resolution adopted in open voting with an absolute majority of votes, with stipulation that such a resolution should be voted for by all independent members of the Supervisory Board, as referred to in art. 12a sec. 1."

 

  1. Articles 7d and 7e, worded as follows, are added:

"Article 7d 

1. Pursuant to art. 444 of the Polish Commercial Companies Code, the Company's Management Board is authorised to increase share capital within the limits specified in sec. 2 below between 1 July 2013 and 31 May 2016 (authorised share capital).

2. The amount of the authorised share capital may not exceed PLN 1 511 516.

3. The issue price for newly-issued shares within the authorised share capital may not be lower than the volume-weighted price of the Company's shares on the Warsaw Stock Exchange, established using closing prices from the last three months before adoption by the Supervisory Board of the resolution referred to in art. 14 sec. 2 point s. The average share price established as above will be rounded up or down to the nearest full PLN, with rounding up if there is less than PLN 0.50 from the full PLN.

4. A resolution of the Company's Management Board adopted pursuant to the authorisation referred to in sec. 1 supersedes the General Meeting's resolution on share capital increase and must be notarised, or else shall be null and void.

5. The Management Board may exercise this authorisation by executing one or more successive share capital increases after obtaining approval from the Supervisory Board. The Supervisory Board's approval should be expressed in the form of a resolution adopted in open voting with an absolute majority of votes, with stipulation that such a resolution should be voted for by all independent members of the Supervisory Board, as referred to in art. 12a sec. 1.

6. The Company's Management Board may issue shares in exchange for both cash contributions and in-kind contributions.

7. The Company's Management Board may not issue preference shares or assign specific entitlements to shareholders, as referred to in art. 354 of the Polish Commercial Companies Code,

8. This authorisation does not cover the authority to increase share capital using the Company's own funds.

12. The Management Board may exercise the authorisation to increase share capital within authorised share capital only in order to purchase shares in other companies or to raise capital for this purpose.

13. In the case of excluding or limiting pre-emptive rights in accordance with art. 7e of the Articles of Association and the issue of shares for cash contributions, the Management Board is required each time to offer the issued shares first to the Company's shareholders having at least 5% of voting rights at the Company's general meeting, in accordance with the information provided to the Company pursuant to art. 69, sec. 1, point 1 of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introduction of Financial Instruments to an Organised System of Trading and on Public Companies, in a number proportionate to their share of the total number of voting rights at the Company's general meeting. A shareholder is required to document his/her shareholding as at the date of receipt of the Management Board's proposal. In the event that a shareholder does not exercise the right mentioned above within 14 days from the share offer, the Management Board may offer said shares to other persons.

14. The share capital increases mentioned in sec. 1 may also be carried out via the issue of warrants with pre-emptive rights, to be exercised no later than 31 May 2016.

15. The securities issued under the authorised share capital may be the subject of an agreement on registration in a securities deposit and of a request to seek admission to trading on the same regulated market as the Company's other shares. To this end, the Management Board will adopt resolutions and undertake other actions aimed at dematerialising the shares and will execute an agreement with the KDPW on registration of pre-emptive rights and rights to shares, as necessary.

 

Article 7e 

With approval from the Supervisory Board, the Company's Management Board may exclude or limit pre-emptive rights to shares issued under a share capital increase carried out pursuant to the Management Board's authorisation in the Articles of Association to increase share capital within the authorised share capital referred to in art. 7d. The Supervisory Board's approval should be expressed in the form of a resolution adopted in open voting with an absolute majority of votes, with stipulation that such a resolution should be voted for by all independent members of the Supervisory Board, as referred to in art. 12a sec. 1."

 

  1. Article 11, worded as below, is removed:

"The Chairperson of the Supervisory Board or another Supervisory Board member authorised through a Supervisory Board resolution executes on behalf of the Company employment agreements or other agreements between the Company and the members of the Management Board in the same manner as are performed other legal activities between the Company and the members of its Management Board."

 

  1. Article 12, worded as follows:
  2. "The General Meeting appoints and removes at least one independent member of the Supervisory Board (the "Independent member"), who should fulfil the following independence criteria:

a) has not served as a member of the Management Board of the Company, its related parties or subsidiaries within the past five years,

b) is not, and has not been in the past three years, an employee or commercial representative of the Company, its related parties or subsidiaries,

c) has not performed the function of a member of the Supervisory Board of a related party or subsidiary within the past three years,

d) is not entitled to receive any other remuneration from the Company, related party or subsidiary other than remuneration due as a member of the Company's Supervisory Board,

e) is not, and has not been in the past three years, a statutory auditor or employee of an entity authorised to audit financial statements that audited the financial statements of the Company, its related parties or subsidiaries,

f) is not a shareholder in the Company, not representing in any manner any shareholder(s) in the Company entitled to at least 1% of the total number of votes at the Company's general meeting and not having any other ties with such shareholders,

g) is not a related party or a co-owner or shareholder of a related party,

h) is not an entity entitled to at least 5% of votes at the general meeting of a shareholder in the Company or related party,

i) is not, and within the past year was not, in commercial relations with the Company, related parties or subsidiaries, either directly or as a co-owner, shareholder, employee, commercial representative or a member of the authorities of an entity in such commercial relations,

j) does not have any commercial or familial ties to any member of the Company's Management Board or Supervisory Board, or their relatives,

k) is not a sole trader whose activities are competing with those of the Company, or a co-owner, shareholder, member of authorities, employee or commercial representative of any competing entity,

l) is not a close relative of any member of the Company's Management Board or Supervisory Board or other persons referred to in sub-points a-k.

  1. A close relative, as referred to in sec. 1, is understood to be a spouse, descendant, ascendant, sibling, adopted person or co-habiting partner.
  2. A related party, as referred to in sec. 1, is understood to be a related party, as referred to in sec. 14.4.
  3. A subsidiary, as referred to in sec. 1, is understood to be a subsidiary, as referred to in sec. 14.3.
  4. Each shareholder may submit to the Company's Management Board in writing the candidates for the position of Independent member, however no later than seven working days before the General Meeting that is to appoint the Independent member. Such submission should contain the candidate's personal data and a justification, along with a description of the candidate's qualifications and professional experience. A declaration of the interested person should be attached to the submission, expressing approval to run for a position at the Supervisory Board and confirming that the candidate meets the independence criteria described in sec. 1, as well as containing a commitment to make immediate notification in the event that the independence criteria are no longer met. In the event that no candidates are submitted in the above manner such as fulfil the independence criteria, then a candidate for Independent member is proposed by the Company's Management Board during the General Meeting.
  5. The Independent member should meet the criteria specified in sec. I throughout his/her entire term. If during his/her term the Independent member ceases to meet any of the independence criteria, he/she should immediately, however no later than within three days from the event leading to such a cessation, notify the Company's Management Board in writing.
  6. If the Management Board receives the notification referred to in sec. 5 or sec. 6 or if the Management Board or Supervisory Board receive information in another manner concerning such a cessation by an Independent member - if this prevents from fulfilling the criterion of having at least one Independent member on the Supervisory Board - then the Management Should immediately, however no later than within 60 days from the receipt of notification or information, call a General Meeting in order to appoint a new Independent Member."

 

is re-worded as follows:

 

  1. "The General Meeting appoints and removes at least one independent member of the Supervisory Board (the "Independent member"), who should fulfil the independence criteria specified in Annex II of Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board." Irrespective of Annex II mentioned in the preceding sentence, a person employed by the Company, its subsidiary or associate may not be considered as having met the independence criteria mentioned in the Annex. The independence referred to in the first sentence of this paragraph will prevent any actual and significant connections of a person with a shareholder entitled to exercise 5% or more of the total number of votes at the General Meeting.
  2. Each shareholder may submit to the Company's Management Board in writing the candidates for the position of Independent member, however no later than seven working days before the General Meeting that is to appoint the Independent member. Such submission should contain the candidate's personal data and a justification, along with a description of the candidate's qualifications and professional experience. A declaration of the interested person should be attached to the submission, expressing approval to run for a position at the Supervisory Board and confirming that the candidate meets the independence criteria described in sec. 1, as well as containing a commitment to make immediate notification in the event that the independence criteria are no longer met. In the event that no candidates are submitted in the above manner such as fulfil the independence criteria, then a candidate for Independent member is proposed by the Company's Management Board during the General Meeting.
  3. The Independent member should meet the criteria specified in sec. I throughout his/her entire term. If during his/her term the Independent member ceases to meet any of the independence criteria, he/she should immediately, however no later than within three days from the event leading to such a cessation, notify the Company's Management Board in writing.
  4. If the Management Board receives the notification referred to in sec. 3 or if the Management Board or Supervisory Board receive information in another manner concerning such a cessation by an Independent member - if this prevents from fulfilling the criterion of having at least one Independent member on the Supervisory Board - then the Management Board should immediately, however no later than within 60 days from the receipt of notification or information, call a General Meeting in order to appoint a new Independent Member."

 

  1. Article 13 sec. 6 and sec. 7, worded as follows:

 

"6. Supervisory Board meetings are called with a seven-day notice by registered letter or fax, with a simultaneous notification sent by fax to those Supervisory Board members that so wish, unless all Supervisory Board members agree to hold the general meeting without observing the above seven-day notice period.

7. Supervisory Board meetings may take place by telephone in a manner ensuring the mutual understanding of all the Supervisory Board members participating. The resolutions adopted at such meetings will be valid, provided that an attendance list and minutes are signed by each of the Supervisory Board members that participated in the meeting. In this case, it is assumed that the location of the meeting and location where the minutes were drafted is the location of the Supervisory Board Chairperson or - in his/her absence - the Deputy Chairperson, if he/she chaired over the meeting. The resolution is valid if all Supervisory Board members were notified of the content of the draft resolution."

 

 is re-worded as follows:

 

6. "Supervisory Board meetings are called with a seven-day notice by registered letter or email, with a simultaneous notification by telephone to those Supervisory Board members that so wish, unless all Supervisory Board members agree to hold the general meeting without observing the above seven-day notice period.

7. Supervisory Board meetings may take place by telephone or using electronic communications in a manner ensuring the mutual understanding of all the Supervisory Board members participating. The resolutions adopted at such meetings will be valid, provided that an attendance list and minutes are signed by each of the Supervisory Board members that participated in the meeting. In this case, it is assumed that the location of the meeting and location where the minutes were drafted is the location of the Supervisory Board Chairperson or - in his/her absence - the Deputy Chairperson, if he/she chaired over the meeting. The resolution is valid if all Supervisory Board members were notified of the content of the draft resolution."

 

  1. Article 13 sec. 9, worded as follows:

9. "The Supervisory Board adopts resolutions if at least three of its members are present at the meeting, and all members were properly invited. Supervisory Board resolutions are adopted with a regular majority of votes, subject to the provisions of art. 7b and 7c. In the case of an equal number of votes for and against the adoption of a resolution, the deciding vote belongs to the Chairperson of the Supervisory Board."

 

is re-worded as follows:

 

9. "The Supervisory Board adopts resolutions if at least three of its members are present at the meeting, and all members were properly invited. Supervisory Board resolutions are adopted with a regular majority of votes, subject to the provisions of art. 7d and 7e. In the case of an equal number of votes for and against the adoption of a resolution, the deciding vote belongs to the Chairperson of the Supervisory Board."