DRAFT RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ECHO INVESTMENT S.A. JOINT STOCK COMPANY OF KIELCE convened for December

Transcription

1 DRAFT RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ECHO INVESTMENT S.A. JOINT STOCK COMPANY OF KIELCE convened for December 19, 2008 at the Company s registered office

2 RESOLUTION No. 1 of the company operating under company name Echo Investment S.A. [Joint Stock Company] seated in Kielce, as of, on election of the Chairperson of the General Meeting of Shareholders of the Company 1. Election of the Chairperson of the Company 1. The Extraordinary General Meeting of Echo Investment Spółka Akcyjna [ Echo Investment Joint Stock Company] with its registered seat in Kielce, acting pursuant to Article 409 paragraph 1 of the Code of Commercial Partnerships and Companies, hereby appoints... Chairman/Chairwoman of Shareholders of the Company.. 2. Final provisions 1. The resolution shall enter into force on the day of adoption thereof. RESOLUTION No. 2 of the company operating under company name Echo Investment Spółka Akcyjna [Joint Stock Company] seated in Kielce, as of on election of the Returning Committee of Shareholders of the Company 1. Election of the Returning Committee of the Company 1. The Extraordinary General Meeting of Echo Investment Spółka Akcyjna [Echo Investment Joint Stock Company] with its registered seat in Kielce hereby appoints a Returning Committee of the Extraordinary General Meeting of the Company, composed of the following members: Final provisions 1. The resolution shall enter into force on the day of adoption thereof. 2

3 RESOLUTION No. 3 of the company operating under company name Echo Investment Spółka Akcyjna [Joint Stock Company] seated in Kielce, as of on acceptance of the agenda 1. Agenda The Extraordinary General Meeting of Echo Investment Spółka Akcyjna [Joint Stock Company] with its registered seat in Kielce hereby adopts the following agenda, conforming to the announcement in Monitor Sądowy i Gospodarczy as of November 22, 2008, No. 232 item 15076, page Opening of the Company. Election of Chairperson. 2. Determination of validity and capacity of the Company to adopt resolutions. 3. Adopting the agenda. 4. Enactment of resolution on authorizing the Management Board of the Company to buy own stocks of the Company for the purpose of redemption and/or under Article 362 paragraph 8 item 4 of the Code of Commercial Partnerships and Companies. 5. Closing the meeting. 2. Final provisions 1. The resolution shall enter into force on the day of adoption thereof. Resolution no. 4 of the company operating under company name Echo Investment Spółka Akcyjna [Joint Stock Company] seated in Kielce, as of authorizing the Management Board of the Company to buy own stocks of the Company for the purpose of redemption and/or under Article item 8 of the Code of Commercial Partnerships and Companies I. Acquisition of own shares for the purpose of redemption Acting pursuant to Article 359 and Article item 5 of the Code of Commercial Enterprises and Partnerships, the following resolution is hereby adopted: 1 3

4 1. The Extraordinary General Meeting of Echo Investment Spółka Akcyjna [Joint Stock Company] with its registered seat in Kielce hereby authorizes the Management Board of the Company to acquire the Company s own shares listed on the primary market of the Warsaw Stock Exchange, i.e. official public market, for the purpose of their redemption on such terms and conditions as set out in clause I of this resolution. 2. The Company shall acquire fully paid up shares for the purpose of redemption according to the following terms: the overall number of shares acquired for the purpose of redemption shall not exceed 210,000,000 (two hundred and ten million) shares with face value of 5 (five) grosz each; (b) the total minimum value of payment for the shares thus acquired shall be not less than 100 (one hundred) zlotys, and the total maximum value of payment for the shares thus acquired shall be not more than 420,500,000 (four hundred twenty million five hundred thousand) zlotys; (c) (d) at the Management Board s discretion, shares may be acquired via third parties acting on the Company s behalf, brokerage houses, subsidiaries, or persons acting for the benefit of subsidiaries in public trade at the Warsaw Stock Exchange and on OTC markets; authorization for the Management Board to acquire own shares for the purpose of redemption shall cover the period from December 20, 2008 to December 19, 2013, however not longer than until the funds designated for such acquisition are exhausted; (e) (f) (g) shares may be acquired in block transactions; shares may be acquired through public call for the Company s shares; upon the Management Board s decision, acquisition of own shares may be financed with the amount that, according to Article 348 paragraph 1 of the Code of Commercial Partnerships and Companies, can be designated for allocation, whereby the Management Board of the Company is entitled to decide on using other sources of financing own shares acquisition for the purpose of redemption. 3. The terms and conditions of own shares acquisition for the purpose of redemption will be in accordance with the Commission Regulation (EC) no. 2273/2003 of December 22, Bearing in mind the best interest of the Company and upon consulting the Supervisory Board, the Management Board may: (b) terminate shares acquisition before December 19, 2013 or before exhaustion of all funds designated to such acquisition; abandon the whole or part of the shares acquisition. 2 The General Meeting hereby obligates and authorizes the Management Board of the Company to take all factual and legal actions required for acquisition of the Company s own shares for the purpose of redemption, according to clause I paragraph 1 of this resolution, including authorization to enter into agreements with brokerage houses on buying-in the shares through stock exchange and OTC transactions. The Management Board is authorized to set out other terms and conditions of shares purchase to the extent not regulated in clause I 1 of this resolution. 4

5 3 After termination or completion of the own shares purchasing process by the Company for the purpose of redemption in the course of executing the provisions of this resolution, the Management Board of the Company shall immediately, and in any case not later than within 3 months of such termination or completion, convene a General Meeting of the Company for the purpose of adopting resolutions on redemption of shares and lowering the Company s share capital. II. Acquisition of own shares under Article item 8 of the Code of Commercial Partnerships and Companies Acting under Article item 8 of the Code of Commercial Enterprises and Partnerships, the following resolution is hereby adopted: 1 1. The Extraordinary General Meeting of Echo Investment Spółka Akcyjna [Joint Stock Company] with its registered seat in Kielce hereby authorizes the Management Board of the Company to acquire the Company s own shares listed on the primary market of the Warsaw Stock Exchange, i.e. official public market, on such terms and conditions as set out in clause II of this resolution. 2. The Company shall acquire fully paid-up shares under Article item 8 of the Code of Commercial Partnerships and Companies on the following terms: the total face value of shares thus acquired shall not exceed 20% of the value of the Company s share capital, i.e. 84,000,000 (eighty-four million) shares with face value of 5 (five) grosz each, inclusive of face value of the remaining own shares that will not have been sold by the Company; (b) the total minimum value of payment for the shares thus acquired shall be not less than 100 (one hundred) zlotys, and the total maximum value of payment for the shares thus acquired shall be not more than 420,500,000 (four hundred twenty million five hundred thousand) zlotys, including share purchase costs; (c) (d) (e) (f) (g) at the Management Board s discretion, shares may be acquired via third parties acting on the Company s behalf, brokerage houses, subsidiaries, or persons acting for the benefit of subsidiaries in public trade at the Warsaw Stock Exchange and on OTC markets; the Management Board s authority to acquire own shares under Article 362 paragraph 1 item 8 of the Code of Commercial Partnerships and Companies shall cover the period from December 20, 2008 to December 19, 2013, however not longer than until the funds designated for such acquisition are exhausted; shares may be acquired in block transactions; shares may be acquired through public call for the Company s shares; the purpose of such acquisition of own shares shall be determined through a resolution of the Management Board, and specifically own shares thus acquired by the Company may be designated for further resale. 5

6 3. Bearing in mind the best interest of the Company and upon consulting the Supervisory Board, the Management Board may: (b) terminate shares acquisition before December 19, 2013 or before exhaustion of all funds designated to such acquisition; abandon the whole or part of the shares acquisition. 6

7 2 The General Meeting hereby obligates and authorizes the Management Board of the Company to take all factual and legal actions required for acquisition of the Company s own shares under Article 362 paragraph 8 item 4 of the Code of Commercial Partnerships and Companies, according to clause II paragraph 1 of this resolution, including authorization to enter into agreements with brokerage houses on buying-in the shares through stock exchange and OTC transactions. The Management Board is authorized to set out other terms and conditions of shares purchase to the extent not regulated in clause II 1 of this resolution. Specifically, within the scope of this Resolution, the ultimate number, acquisition method, price, acquisition times and potential resale terms shall be set forth by the Management Board of the Company. III. Establishment of reserve capital With respect to the provisions of this Resolution, the Extraordinary General Meeting of Echo Investment Spółka Akcyjna [Joint Stock Company] with its registered seat in Kielce, acting pursuant to Article 348 1, with reference to Article 396 paragraph 4 and paragraph 5 of the Code of Commercial Partnerships and Companies, and paragraph 19 of the Company Articles, hereby decides as follows: (b) to establish a reserve capital in the amount of 420,500,000 (four hundred twenty million five hundred thousand) zlotys, designated for implementing the purposes mentioned in this resolution; the reserve capital shall be established through transferring the amount of PLN 420,500,000 (four hundred twenty million five hundred thousand) from the Company s supplementary capital in compliance with the requirements of Article of the Code of Commercial Partnerships and Companies, whereby the Company s supplementary capital shall be decreased from PLN 437,943,000 (four hundred thirty-seven million nine hundred forty-three thousand) to PLN 17,443,000 (seventeen million four hundred forty-three thousand). IV. Entry into force 1 The resolution shall enter into force on the day of adoption thereof. 7