ANNOUNCEMENT. on convening an Ordinary General Shareholders Meeting of the Company. Wawel S.A. seated in Kraków

Transcription

1 ANNOUNCEMENT on convening an Ordinary General Shareholders Meeting of the Company Wawel S.A. seated in Kraków The Management Board of Wawel Spółka Akcyjna seated in Cracow, at 14 Władysława Warneńczyka Str., registered in the National Court Register kept by the District Court for Kraków - Śródmieście, 11th Commercial Department in Kraków under the number KRS , acting under the art. of the Commercial Companies Code hereby convenes the Ordinary General Meeting of Shareholders, which will be held on June 20,2018 at 11:00 a.m.in the Company's seat Office at in Cracow. I. Agenda includes: 1. Opening the meeting. 2. Election of the Chairman and the Secretary of the General Meeting of Shareholders. 3. Stating the correctness of convening the General Meeting and its ability to adopt resolutions. 4. Accepting the agenda of the Ordinary General Meeting of Shareholders. 5. Recognition of the financial statement for 2016 and the report of the Management Board on business activity in Recognition of the report of the Supervisory Board from audit of: - Financial statement of the Company for Report of the Management Board on the business activity in 2016 and the Management Board's proposal on designation of the profit from the previous fiscal year. 7. Recognition of the report of the Supervisory Board from its activity in Adopting the resolution on approval of the financial statement for 2016 and the report of the Management Board on business activity in Adopting the resolution on approval of the Report of the Company s Supervisory Board. 10. Adopting the resolution on designation of the profit. 11. Adopting the resolutions on granting the vote of acceptance to the members of the Company s units for discharge of their duties: a/ to members of the Management Board, b/ to members of the Supervisory Board. 12. Adopting the resolution on appointing the the President of the Management Board. 1

2 13. Adopting the resolution on appointing the the Supervisory Board for the next term of office Adopting the resolution determining the number of members of the Supervisory Board for the next term of office Election of the Supervisory Board. 14. Adopting the resolution on expressing consent to purchase the properties located in Niezdów 20, municipality Dobczyce. 15. Adopting the resolution on expressing consent to purchase the properties located in Dobczyce, municipality Dobczyce. 16. Any other business. 17. Closing the agenda of the Ordinary General Meeting of Shareholders. II. The detailed description of procedures related to the participation in the Ordinary Shareholders Meeting of Wawel S.A. and exercising the right to vote: a) the right of a shareholder to put specific matters on the Shareholders Meeting s agenda. A shareholder or shareholders representing at least one twentieth of the share equity may demand putting specific matters on the Shareholders Meeting's agenda. The demand shall be announced to the Company s Board of Directors not later than 21 days prior to planned date of the meeting. The demand may be submitted in writing to the following address: Wawel S.A., ul. Władysława Warneńczyka 14, Kraków or in electronic form to an address: wza@wawel.com.pl Shareholders shall evidence that, on the date of submitting the demand, they posses the appropriate number of shares, in particular, by attaching deposit certificates. In case of shareholders which are not individuals, it is also necessary to present power of attorney of persons appointed to act for and on behalf of the entity, attaching valid certified copy of the adequate register, the Entrepreneur s Register of National Court Register (KRS), in particular. In case of shareholders submitting the demand in electronic form, the documents shall be sent in a pdf format. The demand shall contain substantiation or a draft of a resolution related to the matter proposed to be put on the agenda. The Board of Directors shall promptly announce changes in the agenda implemented at the request shareholders, not later than within 18 days before the planned date of the Shareholders Meeting. 2

3 b) the right of a shareholder to submit drafts of resolutions related to matters put on the Shareholders Meeting s agenda or matters which are planned to be put on the agenda before the date of the Shareholders Meeting. A shareholder or shareholders representing at least one twentieth of the share equity may before the date of the Shareholders Meeting submit to the Company drafts of resolutions related to matters to be put on the Shareholders Meeting's agenda. The demand may be submitted in writing to the following address: Wawel S.A., ul. Władysława Warneńczyka 14, Kraków or in electronic form to an address: wza@wawel.com.pl The company shall immediately make the drafts of resolutions available on its website: in section Wawel on Stock Echange/Company/Generale Meeting of Shareholders. Shareholders shall evidence that, on the date of submitting the demand, they posses the appropriate number of shares, in particular, by attaching deposit certificates. In case of shareholders which are not individuals, it is also necessary to present power of attorneys of persons appointed to act for and on behalf of the entity, attaching valid certified copy of the adequate register, the Entrepreneur s Register of National Court Register (KRS), in particular. In case of shareholders submitting the demand in electronic form, the documents shall be send in a pdf format. c) the right of a shareholder to submit drafts of resolutions related to matters put on the agenda during the Shareholders Meeting During the session of the Shareholders Meeting, shareholders have the right to submit drafts of resolutions related to matters put on the agenda of the Shareholders Meeting. Proposals referred to in the above sentence, shall be made in writing, in Polish, separately for each draft of the resolution and shall contain full name or a company name of the shareholder, project of the resolution s provisions and its brief substantiation. d) the way to exercise the right to vote through a proxy and the way to notify the Company, using means of electronic communication on appointing a proxy Shareholders may participate in the Shareholders Meeting and execute their right to vote in person or through a proxy. Power of attorney may be granted in writing or in electronic form. Power of attorney in electronic form does not require to provide it with a qualified electronic signature. The form of the power of attorney are presented on the Company s website: in Wawel on Stock Echange/Company/The forms for GMS, however the Company does not require to grant the power of attorney on the presented patterns. Power of attorney granted in writing shall be presented upon signing the attendance list, at the latest. Power of attorney granted in electronic form shall be sent not later than 4 days before the date of the Shareholders Meeting, to the following address of the Company: wza@wawel.com.pl. Withdrawal of the power of attorney may be executed through sending an appropriate statement to the Company s address indicated above, not later than 2 days before the date of the Shareholders Meeting. 3

4 Power of attorney in electronic form shall be accompanied by: - in case of a shareholder who is an individual, a scanned copy of the shareholder s identity card, - in case of shareholder, which is not an individual, it shall be accompanied by a scanned copy of its representatives identity cards and a scanned copy of valid documents evidencing the powers of the representatives to represent the shareholder, including, in particular, a certified copy of the Entrepreneur s Register of the National Court Register (KRS), and the telephone number of the shareholder or people entitled to its representation, exercising due diligence to enable effective verification of the power of attorney s validity. Proxies will be allowed to participate in the Shareholders Meeting upon the presentation of their identity cards and submitting the power of attorney (unless it was granted in electronic form). Proxies, acting based on power of attorney granted in electronic form, are recommended to present upon signing the attendance list a document confirming that the power of attorney was sent to the Company s address indicated above and the power of attorney sent in electronic form. The representatives of entities which are not individuals, in order to verify the entity s representatives power of attorneys shall additionally present valid certified copies of appropriate registers, including, in particular, a certified copy of the Entrepreneur s Register of the National Court Register (KRS). In case of subsequent power of attorneys, the requirements for granting and presenting the main power of attorney shall apply. A Proxy, acting based on a subsequent power of attorney, is obliged to evidence the sequence of power of attorneys. In case when a member of the Management Board, a member of the Supervisory Board or an employee of the Company is a proxy the power of attorney may only authorize to participate in this single General Meeting and the proxy must vote according to the instructions given by the shareholder. Granting any further power of attorney is excluded. e) the possibility and way of participating in the Shareholders Meeting using the means of electronic The Wawel S.A. Articles of Association and the Shareholders Meeting s Regulations do not provide for the possibility to participate in the Shareholders Meeting using the means of electronic f) the way of speaking out during the Shareholders Meeting using the means of electronic The Wawel S.A. Articles of Association and the Shareholders Meeting s Regulations do not provide for the possibility to speak out in the Shareholders Meeting using the means of electronic g) the way to exercise the right to vote by mail or using the means of electronic communication The Wawel S.A. Articles of Association and the Shareholders Meeting s Regulations do not provide for the possibility to exercise the right to vote by mail or using the means of electronic 4

5 III. The registration day of the participation in the Ordinary Shareholders Meeting They day falling on the 16 day prior to the date of the Shareholders Meeting, i.e. on June 4, 2018 is deemed the registration day of the participation in the Ordinary Shareholders Meeting. Entities who are the shareholders of the Company on the registration day shall have the right to participate in the Ordinary Shareholders Meeting. IV. The information about the right to participate in the Ordinary Shareholders Meeting The Ordinary Shareholders Meeting may be attended by the individuals, who: - are entered to the share register on the day of registration of participation at the Ordinary General Shareholders Meeting, - holders of the bearer s shares in the form of a document, who shall submit the share documents at the Company s registered place of business not later than on the registration day and shall not pick up them before the end of that day; a certificate issued to confirm submission of the shares at a public notary, at a bank or at an investment company with its registered place of business or branch office within the territory of the European Union or a state being a party to the Agreement on the European Economic Area, as indicated in the announcement on convening the General Shareholders Meeting may be submitted instead of the shares; the certificate should indicate the share document numbers and include the statement that the share documents shall not be given before the Registration Day s end, - individuals holding bearer s shares on the day of registering participation at the Ordinary General Shareholders Meeting, who shall submit their request at the entity keeping the securities account to issue a personal certificate confirming their right to attend the General Shareholders Meeting not earlier than after announcement on convening the General Shareholders Meeting and not later than on the first working day following the registration day of the participation at the General Shareholders Meeting. The shareholders are recommended to pick up the aforementioned issued certificate confirming their right to attend and bring it on the day of the Ordinary General Shareholders Meeting. V. Indicating the publication for publishing documents related to the Extraordinary Shareholders Meeting Entities entitled to participation in the Ordinary Shareholders Meeting may procure full text of documentation to be presented at the Ordinary Shareholders Meeting and drafts of resolutions in the Company s registered office and on the Company s website: in section Wawel on Stock Echange/Company/Generale Meeting of Shareholders. A list of shareholders entitled to participate in general meeting will be prepared by the management board and will be laid out on the premises of the management board for three working days prior to the general meeting. A shareholder of a company may demand to be sent the list of shareholders free of charge by , stating the address to which the list is to be sent. A shareholder may send mentioned above demand by to the address wza@wawel.com.pl 5

6 The annual report for 2017 (including among other things Management Board Report for 2017 and Financial Statement for 2017) you can find on the Company s website: in in section Wawel on Stock Echange/Reports/Financial reports. Supervisory Board Report for 2017 you can find on the Company s website: in section Wawel on Stock Echange/Company/Corporate documents. 6