Acting pursuant to § 29. 3 of the Rules of Board Management Board Mabion SA (The Company) announces that applies all the principles of corporate governance contained in the document “Best Practices of WSE Listed Companies” (Good Practices) which is annexed to Resolution No. 19/1307/2012 Board Council of 21 November 2012., Except for the following principles:
1) Section II DSPN Principle 1 .: “The Company maintains a corporate website and publish on it, in addition to the information required by law: (…)” – the principle set out in detail the scope of information posted on the corporate website of public companies. Management of the Company intends to publish on its corporate website a basic range of information that will allow Shareholders and Investors to track important events in the Company and to make rational investment decisions, but due to the rational policy of the Company‘s financial and organizational constraints, not all the information required by the rule may be made on the Company’s website.
2) Section II DPSN Principle 2 .: “The company provides its website in English, at least to the extent described in section II. Section 1. ‘. The Management Board also conducts corporate website in the language of the angels, but due to the rational financial policy of the Company (the significant costs of translation of documentation), not all the information specified by the policy will be posted on it.
3) Section III DPSN Principle 6 .: “At least two members of the supervisory board should be independent from the company and entities with significant connections with the company. The independence criteria of Supervisory Board members should be applied under Annex II to the 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). Notwithstanding the provisions of paragraph b) of the said Annex, an employee of the company, a subsidiary or an affiliate can not be deemed to meet the criteria of independence, referred to in the Annex. in addition, a relationship with a shareholder precluding the independence of a member of the Supervisory Board for the purposes of this rule is an actual and significant relationship with any shareholder who has the right to exercise at least 5% of the total number of votes at the General Meeting. “Management of the Company has a limited impact on the election of members of the Supervisory Board, however, strive to ensure that this principle was applied by the Company to ensure Minority representation, which would be independent from the influence of major shareholders ensuring compliance with this standard of corporate governance. At the moment, however, the Supervisory Board sits one person meeting the criterion of independence as set out in the above. principle.
4) Chapter IV Rule 10 .: “The company should provide shareholders with the opportunity to participate in the General Meeting by means of electronic communication through: 1) transmission of the general meeting in real time, 2) two-way communication in real time, in which shareholders can speak during the general meeting being in a place other than the place of the meeting. “Management of the Company intends to increasingly integrate the latest communication tools to ensure the secure and efficient access to information, but the costs of transmission of the introduction of technology on the Internet, two-way communication in real time and perform in person or by proxy to vote at the general meeting and organizational burden associated with as ongoing general meetings do not justify the introduction of these procedures in a company the size of Mabion SA
At the same time, the Company does not exclude the possibility of the application of these rules. rules in the future, and the intention of the Board is the most durable compliance with corporate governance principles contained in the document “Best Practices of WSE Listed Companies“.
On the basis of the current report no 2/2013 – Information on the application of the principles of corporate governance contained in the Best Practices of WSE Listed Companies