Otmuchow, September 21 th 2016 Current report no 25/2016 Subject: Convening the Extraordinary General Meeting of ZPC "Otmuchow" SA on 19th October 2016. The Management Board of ZPC Otmuchów (Company) pursuant to art. 398, art. 399 1, art. 402 (1), art. 402 (2) of the Code of Commercial Companies and the references to 6 of the Regulations of the General Meeting of Shareholders is calling the Extraordinary General Meeting on 19th October 2016 which will take place at 11:00 am in Warsaw at Piękna 18 street, in the headquarter of Warsaw Equity Holding (V floor). Proposed agenda of the Extraordinary General Meeting includes: 1. Opening of the meeting. 2. Choosing the President of GM. 3. Validation of convening of the General Meeting and declaration of its ability to adopt resolutions. 4. Adoption of the agenda. 5. Adoption of the resolution on granting consent to the disposal of an organized part of the Company to a subsidiary of the Company. 6. Closing of the meeting. Description of procedures on participation in the General Meeting and voting rights of voting. Current report ZPC OTMUCHOW S.A.
1. Shareholder right to request of adding defined cases in agenda of General Meeting. Shareholder or shareholders representing at least one twentieth of share capital of Zaklady Przemyslu Cukierniczego Otmuchow S.A. (the Company) may demand to place certain matters in the agenda of the next General Meeting of the Company. The request should be submitted to the Management Board of the Company at least 21 days before the date of the General Meeting, so before September 28 th 2016. The request should include justification or resolution draft which concerns to the Meeting agenda. The request could be send in electronic form on e-mail address of the Company, which is: gpw@zpcotmuchow.com.pl. The Management Board of the Company is obliged to immediately, but not later than 18 days before date of General Meeting, then before 1st October 2016, announced changes in the agenda of the General Meeting. Announcement is made in accordance with the General Meeting rules. Shareholder or shareholders should show possessed number of shares which is appropriate to make a request in the request date, attaching to the request certificate (certificate of deposit) issued by the competent authority proving that shareholder or shareholders possess required part of share capital of the Company which allow to submit request (on paper or as scan). Additionally in case of shareholder or shareholders which are institutions or legal persons or other legal organizations must attached original or copies of documents which will show the legal representations of this entities. The obligation to attach the documents referred to above applies to both written and electronic forms of request as appropriate for each of these forms (paper document in the original or a copy or scan and convert to PDF). Request in writing form, together with all attachments should be submitted for confirmation of receipt at the registered office of the Company at: Otmuchów, ul. Nyska 21, or sent to the Company, upon confirmation of sending and receipt, to the following address: 48-385 Otmuchów, ul. Nyska 21, or - in the case of electronic form - sent to the Company by e-mail: gpw@zpcotmuchow.com.pl. 2. Shareholder right to submit drafts of resolution which concerns General Meeting agenda or cases which may be included in the General Meeting Agenda before its date. Shareholder or shareholders of Zaklady Przemyslu Cukieniczego Otmuchow S.A. which represents at least one twentieth of share capital of the Company could makes requests before the date of general Meeting on paper or using electronic mail by sending an e-mail on Company s electronic address: gpw@zpcotmuchow.com.pl. It concerns drafts of resolutions included in agenda of General Meeting or cases which may be included in agenda. The Company is obliged to announce the drafts of the resolutions immediately. - 2 -
Shareholder or shareholders are required to have appropriate number of shares on the date of request, attached to the request certificate (certificate of deposit) issued by the competent authority proving that shareholder or shareholders possess required part of share capital of the Company which allow to submit request (on paper or as scan). Additionally in case of shareholder or shareholders which are institutions or legal persons or other legal organizations must attached original or copies of documents which will show the legal representations of this entities. The obligation to attach the documents referred to above applies to both written and electronic forms of request as appropriate for each of these forms (paper document in the original or a copy or scan and convert to PDF). Request in writing form, together with all attachments should be submitted for confirmation of receipt at the registered office of the Company at: Otmuchów, ul. Nyska 21, or sent to the Company, upon confirmation of sending and receipt, to the following address: 48-385 Otmuchów, ul. Nyska 21, or - in the case of electronic form - sent to the Company by e-mail: gpw@zpcotmuchow.com.pl. 3. Shareholder right to submit drafts of resolutions concerning matters included in agenda of General Meeting. Each shareholder during general Meeting could submit drafts of resolutions which concerns matters included in agenda of the meeting. 4. Way of exercise voting rights by the proxy, in particular the forms to be used during voting by proxy, and the manner of notifying the Company by the electronic communication that the proxy was appointed. 1) Shareholder may participate in the General Meeting and execute right to vote in person or by proxy. A proxy may exercise all rights of the shareholder at the General Meeting, unless otherwise stated in the power of attorney. A proxy may grant further powers of attorney if such right is provided for in their power of attorney. A proxy may represent more than one shareholder and vote differently for each shareholder. Shareholder of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company, whose shares are registered on the collective account, may appoint separate proxies to exercise the rights attached to the shares registered on this account. Rules governing exercise of voting rights by proxy shall apply to the exercise of voting rights by a different representative. 2) Power of attorney to attend the General Meeting of Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. and exercise voting rights shall be granted in writing or in an electronic form - 3 -
to be valid. Granting power of attorney in an electronic form does not require a secure electronic signature verified by a valid qualified certificate. Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. indicates that the notice of granting power of attorney may take the electronic form sent by means of electronic communication to e-mail address: gpw@zpcotmuchow.pl. Notice of granting power of attorney in the electronic form shall include an indication of the principal, proxy and attorney content. The power of attorney authorizing the proxy to participate and exercise voting rights shall be delivered no later than on the day preceding the date of commencement of the General Meeting. 3) In order to verify the validity of the power of attorney granted in the electronic form, the notice of granting power of attorney in the electronic form, as referred to in the preceding paragraph, shall be accompanied by a scan of the authorization granted, scan of the ID or passport to identify the shareholder as the principle and the proxy appointed. If the power of attorney is granted by a legal person or an organizational unit without legal personality, a shareholder as the principal shall additionally send the scanned excerpt from the register, in which it is registered. If the proxy is a legal person or an organizational unit without legal personality, a shareholder as the principal shall additionally send the scanned excerpt from the register, in which the proxy is registered. The documents sent electronically shall be translated into Polish by a sworn translator. The shareholder sending a notice of granting power of attorney shall simultaneously provide the Company with the shareholder and proxy's e-mail address and telephone number to enable the Company to contact with this shareholder and the proxy. The electronic sending of the aforementioned documents shall not release the proxy from its obligation to present its identification documents making an attendance list of persons entitled to attend the General Meeting of the Company. 4) The Company shall take necessary steps to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. This verification may include, among other things, return inquiry in a form of e-mail or telephone to the shareholder and the proxy with the aim to confirm the fact of granting power of attorney. 5) The Company provides an electronic form of power of attorney from the date of publication of this notice on its website. The form template may be accessed to download from the Company's website at: www.zpcotmuchow.com.pl tab investor relations / company / general meeting. It is not obligatory to use the above form. It shall be the shareholder's responsibility to choose the method of proxy appointment and the Company shall not be responsible for any errors in the proxy form and actions of people using proxies. - 4 -
6) Rules for granting power of attorney and notifying thereof shall apply to revocation of power of attorney accordingly. 7) The Management Board members and the staff of Zaklady Przemyslu Cukierniczego "Otmuchow" S.A. may be proxies at the General Meeting of the Company. If the proxy at the General Meeting of Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. is a member of the Management Board, member of the Supervisory Board, liquidator or employee of a company or cooperative of Zaklady Przemyslu Cukierniczego "Otmuchow" S.A., the power of attorney may authorize to represent only at one General Meeting. The proxy shall be obliged to disclose to the shareholder any circumstances indicating an actual or potential conflict of interest. The proxy shall not grant any further powers of attorney. The proxy referred to in this paragraph shall vote in accordance with the instructions given by the shareholder. 5. The possibility and manner of participation in the General Meeting, including the manner of speaking at the General Meeting by means of electronic communication. The Statutes and Rules of the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company do not allow the opportunity to participate in the General Meeting by means of electronic communication or to speak at the General Meeting by means of electronic communication. Therefore, this form of participation in this General Meeting of the Company shall not be possible. 6. The method of voting by correspondence or by means of electronic communication. The Statutes and Rules of the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company do not provide for voting at the General Meeting by correspondence. The Statutes and Rules of the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company do not provide for voting at the General Meeting by means of electronic communication. In accordance to that, mentioned forms of voting shall not be possible. 7. The record date The record date for the participation in the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company, which will be held on 19th October 2016, shall be 3rd October 2016. The right to participate in the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company shall be limited to those who are shareholders of the Company on the record date for the participation in the General Meeting, i.e. on 3rd October 2016. - 5 -
Pledges and users entitled to vote shall be entitled to participate in the General Meeting if they are entered in the share register on the record date for participation in the General Meeting. As long as the shares on which the pledge or usufruct is created are recorded on the securities accounts maintained by an entity authorized under the provisions of the Trading in Financial Instruments, the voting right attached to these shares shall be given to the shareholder. VIII. The certificate of the right to participate in the General Meeting. In order to participate in the General Meeting, the holders of dematerialized bearer shares may require the entity keeping the securities account to issue registered certificate of entitlement to participate in the General Meeting. This request shall not be submitted earlier than after the announcement of the General Meeting and later than on the first ordinary day after the record date for the participation in the General Meeting, i.e. no later than on 4th October 2016. A person entitled to attend the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company may get the draft resolutions from the Company's website www.zpcotmuchow.com.pl, in the tab: Investor relations/company/general meeting. Information and documents relating to the General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchów" S.A. Company shall be made available on the Company's website www.zpcotmuchow.com.pl, in the tab: Investor relations / company / general meeting of shareholders. MANAGEMENT BOARD President of the Management Mr Mariusz Popek Vice-president of the Management Mr Bartłomiej Bień Vice-president of the Management Mr Jarosław Kapitanowicz - 6 -