PEKAES SA Article 56 par. 1 item 2 of the Act on Public Offerings - current and periodic information
Content of the report:
The Management Board of PEKAES Spółka Akcyjna with its registered address in Błonie, acting pursuant to Article 399 § 1 of the Commercial Companies Code, § 38 par. 1 item 1 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by emissioners of securities and conditions for considering information required by the provisions of law of a country not being a member country as equivalent and § 30 par. 1 of the Company Articles of
Association, convenes, pursuant to Article 4021 § 1 and 2 as well as Article 4022 of Commercial
Companies Code an Ordinary General Meeting of Shareholders of PEKAES SA for 16 June 2015 at
Conference hall A (hall 1).
The proposed agenda:
1. Opening of the General Meeting of Shareholders.
2. Appointment of the Chairman of the General Meeting of Shareholders.
3. Ascertainment of the correctness of the convened Ordinary General Meeting as well as its capacity to pass binding resolutions.
4. Adoption the agenda of the General Meeting of Shareholders.
5. Consideration of the Management Board report on the operations of the Company for 2014 taking into consideration the certified auditors' opinion and report.
6. Consideration of the Report of the Company Supervisory Board on:
a) assessment of the Management Board report on the operations of the Company for 2014 and financial report for 2014,
b) assessment of the Management Board request to distribute the Company 2014 profit,
c) operations of the Supervisory Board in 2014 and a evaluation of the situation of the Company.
7. Adoption of resolutions on the following issues:
a) approval of the Management Board report on the operations of the Company for 2014 and financial report for 2014,
b) Company 2014 profit distribution,
c) granting exonerations to the Company Management Board Members for their activities in
2014,
d) granting exonerations to the Company Supervisory Board Members for their activities in 2014,
8. Consideration by the Management Board of a report on the PEKAES group of companies'
operations in 2014 and the PEKAES group of companies' consolidated financial report for 2014.
9. Consideration of the Company Supervisory Board report on the assessment and evaluation of PEKAES group of companies' operations in 2014 and the group of companies' consolidated financial report for 2014.
10. Adopting a resolution on approval of the Management Board report on the PEKAES group of companies' operations in 2014 and the PEKAES group of companies' consolidated financial report for 2014.
11. Closing the General Meeting of Shareholders.
General Meeting participation registration date is 31 May 2015, i.e. sixteen days before the General
Meeting of Shareholders date (registration date).
Participation in the General Meeting of Shareholders is restricted to persons who are shareholders on registration date, i.e. according to the state as at the end of that day, they hold Company dematerialised bearer shares on their securities account.
In order to secure participation in the General Meeting, a Shareholder should demand, not earlier than after the announcement on convening the General Meeting of Shareholders and not later than on the first working day after the Registration Day, the entity keeping the securities account to issue a personal certificate of entitlement to attend the Company General Meeting of Shareholders.
A shareholder or shareholders representing at least one twentieth of the share capital is or are entitled to demand that specific items be placed on the agenda of the General Meeting of Shareholders of the Company. A shareholder's or shareholders' demand should be submitted to the Management Board of the Company not later than 21 days before the date of the General Meeting. The demand should contain a justification or draft resolution concerning the proposed item on the agenda.
The demand may be submitted in writing and delivered in person or sent to the Company address:
ul. Spedycyjna 1, 05-870 Błonie, or in an electronic format via e-mail to: IR@pekaes.pl.
A shareholder or shareholders demanding that specific items be placed on the agenda must present, together with the demand, documents confirming their identity and entitlement to demand that specific items be placed on the agenda of the General Meeting of Shareholders, in particular:
1. a certificate confirming the right to participate in the General Meeting or a deposit certificate issued by the entity where the securities account is held confirming that its addressee is a Company shareholder and that it represents at least one twentieth of the Company share capital, and if the application is submitted by more than one Company shareholder - appropriate documents should jointly demonstrate that the shareholders represents in total no less than one twentieth of the Company share capital,
2. in the case of a shareholder who is a natural person - a copy of an identity card, passport or other document confirming identity,
3. in the case of a Shareholder other than a natural person - a copy of a current excerpt from the appropriate register or another document confirming authorisation to represent the shareholder,
4. for submission of a demand by a proxy - apart from the aforementioned documents also attach the power of attorney to the submission of such a demand signed by the shareholder or persons authorised to represent the shareholder and a copy of the personal ID card, passport or another document confirming the identity of the proxy, and in the event the proxy is other than a physical person - copy of an excerpt from the correct register, confirming the entitlement to act on behalf of the proxy and a copy of the personal ID card, passport or another document confirming the identity of persons authorised to act on behalf of the proxy.
The Management Board shall, without delay, and not later than eighteen days before the date of the Meeting of Shareholders, announce changes to the agenda made at the request of the shareholder or shareholders. The new agenda shall be announced in a manner correct for the convening of the General Meeting.
A shareholder or shareholders representing at least one twentieth of the share capital may before the date of the General Meeting, submit in writing delivered in person or sent to the Company's registered office at ul. Spedycyjna 1, 05-870 Błonie or with the use of electronic means of communication to the email address IR@pekaes.pl, draft resolutions concerning items on the agenda of the General Meeting of Shareholders or items which are to be included on the agenda.
A shareholder or shareholders putting forward draft resolutions must present documents confirming their identity and entitlement to put forward draft resolutions and in particular:
1. a certificate confirming the right to participate in the General Meeting or a deposit certificate issued by the entity where the securities account is held confirming that its addressee is a Company shareholder and that it represents at least one twentieth of the Company share capital, and if the application is submitted by more than one Company shareholder - appropriate documents should jointly demonstrate that the shareholders represents in total no less than one twentieth of the Company share capital,
2. in the case of a shareholder who is a natural person - a copy of an identity card, passport or other document confirming identity,
3. in the case of a Shareholder other than a natural person - a copy of a current excerpt from the appropriate register or another document confirming authorisation to represent the shareholder,
4. for submission of a demand by a proxy - apart from the aforementioned documents also attach the power of attorney to the submission of such a demand signed by the shareholder or persons authorised to represent the shareholder and a copy of the personal ID card, passport or another document confirming the identity of the proxy, and in the event the proxy is other than a physical person - copy of an excerpt from the correct register, confirming the entitlement to act on behalf of the proxy and a copy of the personal ID card, passport or another document confirming the identity of persons authorised to act on behalf of the proxy.
The Company immediately announces draft resolutions at its website at the following address:
www.pekaes.pl in tab: For Investors - General meeting of shareholders and Current reports.
Furthermore, each shareholder can, during the General Meeting of Shareholders, put forward draft resolutions concerning items placed on the agenda.
Information on the manner for exercising voting rights by a proxy, and in particular on the forms used during voting by a proxy and the manner for informing the Company using means of electronic communication on establishing a proxy.
Shareholders may participate in the General Meeting of Shareholders in person or through proxies
A proxy exercises all the powers of a shareholder at the General Meeting of Shareholders, unless the power of attorney states otherwise. A proxy can grant a further power of attorney if his power of attorney allows this. A proxy can represent more than one shareholder and vote differently under the shares of each shareholder. A Shareholder of a public company holding shares recorded on more than one securities account can appoint separate proxies to execute rights attached to the shares on each of those accounts. A Management Board Member and Company employee may be proxies for shareholders and a General Meeting. If a proxy at the General Meeting is a member of the Company management board, a member of the Company supervisory board, liquidator, an employee of the Company or a member of the corporate bodies or an employee of a subsidiary the power of attorney granted to him can entitles him to represent the shareholder only at one General Meeting of Shareholders; in such case granting further power of attorney is excluded, and the proxy is obligated to disclose to the shareholder the circumstances indicating or the possibility of a conflict of interest to occur.
Power of attorney to participate in the General Meeting of Shareholders and to vote has to be made in writing or in an electronic format.
A proxy may vote using a form (entitled "PEKAES SA General Meeting of Shareholders vote by proxy form") found in tab: For Investors - General meeting of shareholders at the website found at www.pekaes.pl; however the use of this form is not obligatory.
Representatives of legal persons should hold an original or certified by a notary copy of an excerpt from an appropriate register (not older than 3 month), and if their voting right does not stem f rom the register they should hold a written power of attorney (original or a copy certified by a notary) and an
original or certified by a notary copy of an excerpt from an appropriate register current as at the day the power of attorney is granted.
A shareholder may notify the Company on granting power of attorney in electronic format vie e-mail to
IR@pekaes.pl.
The notification should include copies of documents confirming the shareholder's identity, and in
particular:
1. in the case of a shareholder who is a natural person - a copy of an identity card, passport or other document confirming identity,
2. in the case of a shareholder other than a natural person - a copy of a current excerpt from the appropriate register or another document confirming authorisation to represent the shareholder.
A proxy, whom has been granted power of attorney in electronic format, should submit to the Company, prior to the start of the General Meeting of Shareholders a document confirming granting of the power of attorney in electronic format and allowing identification of the shareholder granting the power of attorney.
Shareholders making use of electronic means of communication bear the exclusive risk connected with using them.
Information on granting a power of attorney in an electronic format and proposed draft resolutions pertaining to issues introduced onto the General Meeting of Shareholders agenda or matters, which are to be introduced onto the agenda, should be provided to the Company for organisational purposes associated with the General Meeting no later than by the end of the day preceding the day of the General Meeting.
The Company does not anticipate participation in the General Meeting of Shareholders using electronic means of communication.
Information on the manner of speaking at the General Meeting of Shareholders using electronic means of communications.
The Company Articles of Association do not anticipate speaking at the General Meeting of
Shareholders using electronic means of communications.
The Company does not anticipate voting in the General Meeting of Shareholders using electronic means of communication.
The General Meeting of Shareholders Regulations do not anticipate correspondence voting.
Materials and general information pertaining to a General Meeting of Shareholders including documentation which is to be submitted to the General Meeting of Shareholders together with draft resolutions shall be made available, from the General Meeting of Shareholders date on the Company website: www.pekaes.plin tab: For Investors - General meeting of shareholders.
Company Management Board and Company Supervisory Board information on submitted draft resolutions concerning items on the agenda of the General Meeting of Shareholders or items which are to be included on the agenda before the General Meeting of Shareholders date shall be available on the Company website ads indicated in the above paragraph once drawn up.
As the Company does not anticipate that Shareholders of the Company will participate in the General Meeting of Shareholders using electronic means of communication or that they would speak during the General Meeting using those means or the opportunity for correspondence voting, appropriate forms will not be made available,
List shareholders entitled to participate in a General Meeting of Shareholders shall be drawn up in accordance with Article 407 § 1 of Commercial Companies Code and made available at the Company Management Board venue at the Company registered address in Błonie (05-870) at ul. Spedycyjna 1 (building A, 1st floor, secretariat) for three weekdays prior to the General Meeting of Shareholders date between 9:00 am and 4:00 pm. Materials concerning issues on the General Meeting of Shareholders agenda shall also be made available there, subject to date sand terms as prescribed by the Commercial Companies Code.
A shareholder has the right to demand copies of applications concerning issues on the agenda for one week before the General Meeting of Shareholders.
A Company shareholder may preview the list of shareholders at the aforementioned venue and request a copy of that list subject to costs of such a copy being refunded and also to request that a list of shareholders entitled to participate in the General Meeting of Shareholders be sent to them via e- mail and free of charge by providing their own e-mail address to which the list is to be sent.
In order to ensure smooth running of the deliberations the Company Management Board requests that the participants arrive 30 minutes before the scheduled start time. Persons entitled to participate in the General Meeting of Shareholders receive their voting cards upon presentation of identity documents and signing the attendance list.
Those interested in the course of the PEKAES SA General Meeting of Shareholders are invited by the Management Board to watch an internet broadcast available on the Company website: www.pekaes.pl.
PEKAES SA Management Board
18 May 2015
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