The Management Board of AMBRA S.A. hereby declares that it is am aware of the content of corporate governance principles contained in the Code of Best Practice for the WSE Listed Companies ("Good Practices 2016") adopted by a resolution of the WSE Board dated 13 October 2015 and obligatory for the companies listed on the Warsaw Stock Exchange from 1 January 2016.
Pursuant to § 29 paragraph. 3 of the WSE Regulations and in accordance with the principle of "comply or explain" the Management Board of AMBRA S.A. announced that the Company does not and will not in the near future comply with recommendations and principles set out in points: IV.R.2., II.Z.3., II.Z.4., II.Z.5., III.Z.3., IV.Z.5., IV.Z.7., IV .Z.8. and VZ6 (the EBI current report dated 22 January 2016 - in Polish). The report included comments of the Board of AMBRA S.A. on reasons of non-compliance with the above-mentioned principles and recommendations, as well as information and explanations concerning the application of certain rules and recommendations.
Information on the status of application the recommendations and principles of the DPSN 2016 by AMBRA S.A. in English is available HERE. The details of this are the comments of the Board of AMBRA SA the causes of non-compliance in AMBRA SA the above-mentioned principles and recommendations, as well as
information and explanations concerning the application of certain rules
In the period to the date of the annual report for the fiscal year 2015/2016 ended 30 June 2016 published on 13 September 2016 principle V.Z.6. was implemented through a resolution of the Supervisory Board.
The General Meeting held on 11 October 2016 decided to add the following item III.40 to Regulations of the General Meeting of AMBRA S.A.: "In the event of special circumstances, a shareholder attending the general meeting shall be entitled to make a request for a break to be ordered during the General Meeting, stating the reasons for lodging such a motion at the same time. A break during the General Meeting is ordered on the basis of a resolution of the general meeting, and the grounds specifying the special situation being the reason for ordering the break should be provided. The contents of the resolution referred to in the preceding sentence shall specify the exact time when the general meeting shall be resumed, with the reservation that this time should be determined so as not to constitute an obstacle for the majority of the shareholders, including minority shareholders to attend the resumed meeting.".
The General Meeting of AMBRA S.A. also was changed the wording of point VI.4 of Regulations of the General Meeting, which currently reads as follows: "Alterations to these Regulations shall require a resolution of the General Meeting adopted by an absolute majority of votes. Alterations shall come in effect at the date of the next shareholders meeting of the Company (ordinary or extraordinary) following the closing of the meeting at which the resolution on the alteration of these regulations was adopted."
As a result of the above mentioned changes the Company does not currently comply only with recommendation IV.R.2. and principle of III.Z.3. as defined in DPSN 2016.
At the same time according to the principle I.Z.1.15 of the current version of the Best Practices the Management Board of AMBRA S.A. hereby declares that the Company has not developed and does not apply the diversity policy in relation to the Company's management. On 9 May 2012 the Company adopted the Code of Ethics, which among other things, guaranteed equal opportunities in recruitment and employment. In addition, in accordance with the principles set out in the Code, recruitment, evaluation and promotion of employees can be carried out only based on the criteria of competence, experience and efficiency.