The Management Board of Grupa KĘTY S.A. with its registered office in Kęty, ul. Kościuszki 11, acting pursuant to Articles 398, 399.1, 400.1, and 4021 of the Code of Commercial Companies, and § 15.3 of the Company Articles of Association, convenes the Extraordinary General Meeting to be held on 11 February 2022, 12:00 hours a.m. in Warsaw, at Regent Warsaw Hotel, ul. Belwederska 23.

Agenda:

  1. Opening of the General Meeting.
  2. Appointment of the Chairman of the General Meeting.
  3. Determination of the correct holding of the General Meeting and its capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Changes in the membership of the Company Supervisory Board.
  6. Passing of a resolution on covering the costs of convening and holding the Extraordinary General Meeting.
  7. Closure of the General Meeting.

I. Procedures concerning the participation in the General Meeting:

  • The shareholders representing at least 5% of the share capital may request the inclusion of certain items in the agenda of the closest General Meeting. The request should be submitted to the Company Management Board not later than twenty one days prior to the scheduled date of the General Meeting and it must comprise a justification of the request or a draft resolution concerning the proposed agenda item.
  • The shareholders representing at least 5% of the share capital may, prior to the date of the General Meeting, submit to the Company draft resolutions concerning the items included in the agenda of the Meeting or items to be included in the agenda.
  • At the General Meeting, each shareholder may submit draft resolutions concerning the items included in the agenda.
  • A shareholder who is a natural person may participate in the General Meeting and exercise the right of vote in person or by a proxy.
  • A shareholder who is not a natural person may participate in the General Meeting and exercise the right of vote by a person authorised to make declarations of will on his behalf, or by a proxy. The representatives of such entities must submit valid excerpts from the register, specifying the persons authorised to represent the entities. Any persons who are not reflected in the excerpt must submit the original of their proxy notice of appointment signed by the authorised persons.
  • The proxy notice of appointment must be issued in writing or in an electronic form.
  • The proxy notice of appointment in electronic form should be sent by the shareholder entitled to participate in the General Meeting at least 5 days prior to the General Meeting date, to the e-mail address: wza@grupakety.com.
  • The proxy notice of appointment should also include the scope of the proxy authorisation, by indication of the number of shares on which the right of vote will be exercised.
  • To verify the validity of the proxy notice of appointment in electronic form, the Company has the right to take measures to identify the shareholder and the proxy, and in particular, it has the right to send a return question in electronic form or to contact on the phone. Absence of reply to the questions asked during the verification process will be treated as a lack of possibility to verify the proxy notice of appointment and will become basis for refusal to let the proxy participate in the General Meeting.
  • If the proxy is a member of the Management Board, a member of the Supervisory Board, a receiver, an employee of the Company, or a member of the governing bodies or an employee of a subsidiary of Grupa KĘTY S.A., the proxy notice of appointment may

authorise them to represent a given shareholder at only one General Meeting. The proxy must disclose to the shareholder the circumstances indicating the existence of a conflict of interest, or a possibility of origination thereof. The proxy will vote in accordance with the instructions of the shareholder, whereas appointing further proxies is excluded.

  • Any documents in foreign languages must be submitted along with the Polish translation made by a sworn translator.
  • Each shareholder is entitled to ask questions regarding the items of the General Meeting agenda.
  • The Articles of Association of Grupa KĘTY S.A. and the By-law of the Grupa KĘTY
    S.A. General Meeting do not provide for the possibility of exercising the right of vote by letter.
  • The Articles of Association of Grupa KĘTY S.A. and the By-law of the Grupa KĘTY
    S.A. General Meeting provide for the possibility of participating in the General Meeting with the use of any means of electronic communication.
    The Company Management Board does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor during the Meeting and casting votes through any means of electronic communications.
  1. The date of the registration of participation in the Annual General Meeting is set to
    26 January 2022. The right to participate in the Meeting is vested only in the persons being the shareholders of the Company on the date of registration of their participation in the Meeting, providing that they submit the request referred to in item III.
  1. Upon the request of a person entitled from the shares of Grupa KĘTY S.A., submitted not earlier than after the announcement of the Extraordinary General Meeting convening, i.e. not earlier than on 5 January 2022, and not later than on the first business day following the date of participation registration, i.e. not later than on 27 January 2022, the entity managing the securities account issues a name certificate of the right to participate in the Extraordinary
    General Meeting of Grupa KĘTY S.A.

IV. The list of the shareholders entitled to participate in the Extraordinary General Meeting, in accordance with Article 407.1 of the Code of Commercial Companies, will be available for insight at three business days prior to the date of the Meeting, i.e. on 8, 9 and 10 February 2022, on the premises of the Company in Kęty. Also on the premises of the Company, the shareholders will have insight in the materials regarding the agenda items, on the dates and in accordance with the principles specified by the Code of Commercial Companies.

A shareholder may request the list of the shareholders entitled to participate in the Extraordinary General Meeting to be sent to them free of charge by e-mail, by specifying their e-mail address to which the list should be sent. The request may be sent in electronic form to the Company's e-mail address: wza@grupakety.com.

V. The complete text of the documents to be presented to the Extraordinary General Meeting along with draft resolutions will be published on the Company's website on the date of convening the Meeting. The comments of the Management Board or the Supervisory Board of Grupa KĘTY S.A. concerning the agenda of the Extraordinary General Meeting or any matters which are to be included in the agenda prior to the date of the Meeting will be published on the Company's website immediately after they have been prepared.

VI. Further information concerning the Extraordinary General Meeting of Shareholders of Grupa KĘTY S.A. can be found at www.grupakety.com

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Grupa Kety SA published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2022 12:17:06 UTC.