Convocation of the Extraordinary General Meeting of PEKAES SA Shareholders for 21 November 2011

Transcription

1 Current report no. 37/2011 Convocation of the Extraordinary General Meeting of PEKAES SA Shareholders for 21 November 2011 Legal basis: Art. 56 par.1 item 2 of the Act on public offer current and periodic information Text of the report: The Management Board of PEKAES Spółka Akcyjna with its registered seat in Błonie ( the Company ), acting pursuant to art. 399 par. 1 of the Commercial Companies Code, Dz. U. [Journal of Laws] No. 94 item 1037 as amended (hereinafter referred to as CCC) and par. 33 item 1 of the Company s Statue convenes, pursuant to art par. 1 and 2 and art of the CCC, the Extraordinary General Meeting of PEKAES SA Shareholders ( the General Meeting ) to be held on 21 November 2011 at 12:00 at the Sheraton Warsaw Hotel, Bolesława Prusa 2 street, in the Warsaw meeting room. The proposed agenda: 1. Opening of the General Meeting. 2. Electing of Chairperson of the General Meeting. 3. Establishing correctness of convening the General Meeting and its power to pass valid resolutions. 4. Adoption of the agenda of the General Meeting. 5. Adoption of a resolution to grant to the Management Board an authorization for acquisition of own shares for redemption, deciding on the terms and conditions of the acquisition and creating reserve capital for financing the acquisition of own shares by the Company. 6. Closing of the General Meeting Information on the right to attend the General Meeting *** The date of registration of attendance in the General Meeting falls upon 5 November 2011, i.e. sixteen days prior to the date of the General Meeting (registration date). The right of attendance in the General Meeting is only granted to the persons who hold shares upon registration, i.e. as per the end of the day when the dematerialized bearer shares are registered on their securities accounts. In order to exercise the right to attend the General Meeting, a shareholder shall no earlier than after the announcement of the convocation of the General Meeting and no later than on the firs t weekday after the registration request the entity which keeps his securities account for a personal certificate of entitlement to attend the General Meeting.

2 Information on a shareholder s right to request that certain matters be placed on the agenda of the General Meeting A shareholder or shareholders representing at least one twentieth of the Company share capital may request that certain matters be placed on the agenda of the General Meeting. The request of the shareholders or shareholders shall be submitted to the Management Board of the Company no later than twenty one days prior to the scheduled date of the Meeting. The request should include a justification or a draft resolution of the proposed agenda item of the meeting. The request may be submitted in writing, that is delivered in person or sent to the Company s address at ul. Spedycyjna 1, Błonie, or in electronic form, that is sent by to the following address: kontakt@pekaes.com.pl. A shareholder or shareholders requesting that certain matters be placed on the agenda shall submit in the request the documents which verify their identity and their entitlement to request that certain matters be placed on the agenda of the General Meeting, and in particular: 1. certificate of entitlement to attend the General Meeting or certificate for shares issued by the entity keeping the securities account and confirming that the certificate holder is a shareholders of the Company and represents at least one twentieth of the Company s share capital. 2. in case of a shareholder who is a natural person a copy of an identity card, passport or other identity confirmation document, 3. in case of a shareholder who is not a natural person a copy of the extract from the relevant register or other document confirming the right to represent a shareholder, 4. in case a request is submitted by a representative beside the above mentioned documents, a copy of a power of attorney signed by the shareholder or by persons authorized to represent the shareholder as well as a copy of an identity card, a passport or other document confirming the representative s identity; in case the representative is not a natural person - a copy of an extract from the relevant register or other document which confirms the power of attorney to act on behalf of the representative and a copy of an identity card, a passport or other documents verifying the identity of the persons authorized to act on the representative s behalf. The Company shall promptly, but no later than eighteen days prior to the scheduled date of the General Meeting, announce changes to the agenda of the meeting made upon a request of a shareholder or shareholders. The new agenda shall be announced in the same way as the convocation of the General Meeting. Information on a shareholder s right to submit draft resolutions in respect of the items introduced to the agenda of the General Meeting or matters which are to be introduced to the agenda prior to the scheduled date of the General Meeting A shareholder or shareholders representing at least one twentieth of the share capital may, prior to the date of the General Meeting, submit to the Company in writing (i.e. in person or by mail to the Company s address at ul. Spedycyjna 1, Błonie) or in electronic form (i.e. by sending an message to the following address: kontakt@pekaes.com.pl) draft resolutions in respect of the matters introduced to the agenda of the General Meeting or matters which are to be introduced to the agenda. A shareholder or shareholders submitting draft resolutions should produce documents which verify their identities and their entitlement to submit draft resolutions, and in particular: 1. certificate of entitlement to attend the General Meeting or certificate for shares issued by the entity keeping the securities account and confirming that the certificate holder is a shareholders of the Company and represents at least one twentieth of the Company s share capital. 2. in case of a shareholder who is a natural person a copy of an identity card, passport or other

3 identity confirmation document, 3. in case of a shareholder who is not a natural person a copy of the extract from the relevant register or other document confirming the right to represent a shareholder, 4. in case a request is submitted by a representative beside the above mentioned documents, a copy of a power of attorney signed by the shareholder or by persons authorized to represent the shareholder as well as a copy of an identity card, a passport or other document confirming the representative s identity; in case the representative is not a natural person - a copy of an extract from the relevant register or other document which confirms the power of attorney to act on behalf of the representative and a copy of an identity card, a passport or other documents verifying the identity of the persons authorized to act on the representative s behalf. Information on a shareholder s right to submit draft resolutions in respect of the items introduced to the agenda during the General Meeting. A shareholder may submit draft resolutions in respect of the items introduced to the agenda during the General Meeting, Information on the procedure of exercising the right to vote through a proxy, including - in particular- information about forms used by the proxy in the voting process as well as the procedure of notifying the company of appointing a proxy by means of electro nic communication Shareholders may attend the General Meeting in person or through proxies. A proxy shall exercise all the rights of a shareholder at the General Meeting unless otherwise specified in the power of attorney. A proxy may delegate further representation if such is stipulated in the power of attorney. A proxy may represent more than one shareholder and may vote separately from shares of different shareholders. A shareholder of a public company who holds shares registered on more than one securities account may appoint separate proxies to exercise voting rights from shares held on each of the accounts. A Company s Management Board Member and a Company s employee may represent shareholders at the General Meeting. In case the proxy at the General Meeting is a management board member, a supervisory board member of, a liquidator, a Company s employee, a member or employee of the Company or a controlled cooperative, the power of attorney may grant representation only for one General Meeting; in such a case granting further power of attorney shall be excluded and the proxy shall disclose to the shareholder any circumstances which indicate the existence or possible occurrence of conflicting interests. The power of attorney to attend the General Meeting and to exercise the right to vote must be in writing or in electronic form. The proxy may exercise the right to vote by way of a form (headed form allowing to exercise the voting right by a proxy at the General Meeting of PEKAES SA ) located under: Investor Relations General Meetings of Shareholders, at the company website using this form is however not mandatory. Proxies of legal persons should have an original or a notary certified copy of a valid extract from the relevant register (last 3 months), and in case their right to represent does not follow from such register, they should have a written power of attorney (in original or notary certified copy) and an original or notary certified copy of an extract from the relevant register valid as per the day of issue. A shareholder may notify the Company of granting the power of attorney in electronic form by way of electronic mail ( ) at the address: kontakt@pekaes.com.pl. Copies of the following documents verifying the identity of a shareholder should be attached to the notice, in particular: 1. in case of a shareholder who is a natural person a copy of an ID card, passport or other document verifying the identity,

4 2. in case of a shareholder who is not a natural person a copy of an extract from the relevant register or other document verifying the power to represent the shareholder. A shareholder who was granted the power of attorney in electronic form should submit to the Company, at the latest on the day of the General Meeting, an integral document which verifies granting the power of attorney in electronic form and allows identification of the shareholder who files the statement. A shareholder who uses electronic means of communications bears the sole risk of using such an option. The information on granting the power of attorney in electronic form and draft resolutions in respect of the items put on the agenda of the General Meeting or the items to be put on the agenda, shall be submitted to the Company for organizational purposes of the General Meeting at the latest by the end of the day prior to the date of the General Meeting. Information on a possibility and the procedure of attending the general meeting by way of electronic means of communication The Company Statute does not provide for a possibility to attend the General Meeting by way of electronic means of communication. Information on the procedure of voicing one s opinion at the general meeting by way of electronic means of communication The Company Statute does not provide for a possibility to voice one s opinion at the General Meeting by way of electronic means of communication. Information on the procedure of exercising the right to vote by post or by mans of electronic communication The Company Statute does not provide for a possibility to exercise the right to vote by means of electronic communication. The Regulations of the General Meeting do not provide for a possibility to exercise the right to vote by post. Accessibility of information concerning the General Meeting The reference materials and information concerning the General Meeting, including the documents to be submitted to the General Meeting with draft resolutions shall be accessible on the company s website at under Investors Relations: General Meeting of Shareholders as of the date of convening the General Meeting. Information from the Management Board or Supervisory Board as regards the matters introduced to the agenda of the General Meeting or matters to be introduced to the agenda prior to the scheduled date of the General Meeting shall be promptly after their drafting accessible on the company s website indicated in the preceding section. As the Company does not provide for a possibility to attend the General Meeting by means of electronic communication (including voicing an opinion during the course of the General Meeting by means of electronic communication) and to exercise the right to vote by post, the voting forms shall not be published. The list of shareholders authorized to attend the General Meeting, made in accordance with at. 407 par. 1 of the CCC, shall be available for inspection at the company s seat in Błonie ( ) at Spedcyjna 1 street (building A, 1 st floor, secretary s office) for three weekdays before the date of the General Meeting, between 08:00 and 16:00 hrs. This is where shareholders may access materials in

5 respect of matters covered by the agenda of the General Meeting, within the dates and according to the provisions set out in the CCC. A shareholder reserves the right to ask for a copy of the motions filed in respect of the matters under the agenda within the period of one week prior to the General Meeting. A shareholder may review the list of the shareholders in the premises indicated in the preceding section and ask for a copy of the list with costs reimbursed as well as ask for being sent, free of charge, the list of shareholders authorized to attend the General Meeting by having provided his own address to which such list should be delivered. To ensure an efficient procedure of the General Meeting, the Company s Management Board is requesting the attendants to arrive approximately 30 minutes ahead of the scheduled time of the meeting. Persons entitled to attend the General Meeting of Shareholders shall receive their voting cards upon presenting the identity card and signing the attendance list. Anyone who is interested to follow the progress of the General Meeting of PEKAES SA is invited by the Management Board to watch a web broadcast of the meeting on the company s website at The Management Board of PEKAES SA 26 October 2011