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Subject: Convening of the Ordinary General Shareholders Meeting of
Pfleiderer Grajewo S.A.
Current Report 19/2014
The Management Board of Pfleiderer Grajewo S.A. ("the Company") hereby
reports that the Company's Ordinary General Shareholders Meeting will
convene at 09:30 am on June 30th 2014 in Warsaw office of the Company,
ul. Poleczki 35, 02-822 Warsaw, Poland, Poleczki Business Park, Building
A1.
Agenda for the Ordinary General Shareholders Meeting:
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Confirmation that the Meeting has been duly convened and has the
capacity to adopt resolutions.
4. Adoption of the Meeting Agenda.
5. Appointment of the Ballot-Counting Committee.
6. Review of the Directors' Report on the Company's Operations and the
Company's financial statements for the financial year January
1st-December 31st 2013.
7. Review of the Directors' Report on the Group's Operations and the
Group's consolidated financial statements for the financial year January
1st-December 31st 2013.
8. Review of the Supervisory Board's Report for the financial year
January 1st - December 31st 2013.
9. Adoption of resolutions on:
(a) approval of the Directors' Report on the Company's Operations in the
financial year January 1st-December 31st 2013;
(b) approval of the Company's financial statements for the financial
year January 1st-December 31st 2013;
(c) approval of the Directors' Report on the Group's Operations in the
financial year January 1st-December 31st 2013;
(d) approval of the Group's consolidated financial statements for the
financial year January 1st-December 31st 2013;
(e) distribution of profit generated in the financial year January
1st-December 31st 2013;
(f) granting discharge to members of the Company's Management Board in
respect of their duties for the financial year January 1st-December 31st
2013;
(g) granting discharge to members of the Company's Supervisory Board in
respect of their duties for the financial year January 1st-December 31st
2013,
(h) changes in the Supervisory Board.
10. Closing the Meeting.
1. Participation in a General Shareholders Meeting and Exercise of
Voting Rights
a) Shareholder's Right to Request that Certain Items be Placed on the
Agenda for a General Shareholders Meeting and Propose Draft Resolutions
Concerning Items which Have Been or Are to be Placed on the Agenda Prior
to a General Shareholders Meeting
In accordance with Art. 401.1 of the Commercial Companies Code, a
shareholder or shareholders representing at least 1/20 of the Company's
share capital may request that certain items be placed on the agenda for
a General Shareholders Meeting. Any such request should be submitted to
the Company's Management Board no later than 21 days prior to the
scheduled date of the Meeting, i.e. by June 9th 2014. The request should
contain grounds and a draft resolution concerning the proposed agenda
item.
The request may be submitted in writing at the Company's registered
office or in the form of a scan sent via electronic mail to the
following address: grajewo@pfleiderer.pl.
In accordance with Art. 401.4 of the Commercial Companies Code, before a
General Shareholders Meeting a shareholder or shareholders representing
at least 1/20 of the Company's share capital may send, in writing or in
the form of a scan via electronic mail to grajewo@pfleiderer.pl, draft
resolutions concerning items which have been or are to be placed on the
agenda for a General Shareholders Meeting.
The requests and proposals referred to above should be sent along with
attached copies of documents confirming the identity of the shareholder
or the person acting on his/her/its behalf as well as their right to
submit requests and proposals, including in particular:
- a (deposit) certificate issued by an entity keeping the securities
account in which the Company Shares are registered, confirming that
he/she/it is a shareholder representing at least 1/20 of the Company's
share capital
- if the shareholder is a natural person, a copy of his/her identity
document or passport
- if the shareholder is not a natural person, a copy of an excerpt from
the relevant register specifying the manner of representation of the
shareholder and the persons authorised to represent the shareholder.
b) Shareholder's Right to Propose Draft Resolutions During a General
Shareholders Meeting
During a General Shareholders Meeting, each shareholder may submit draft
resolutions concerning the agenda items. Any such draft resolutions
along with grounds should be submitted in writing to the Chairperson of
the General Shareholders Meeting.
c) Exercise of Voting Rights Through a Proxy and Notification of the
Company of the Appointment of a Proxy by Means of Electronic
Communication
A shareholder may participate in a General Shareholders Meeting in
person or through a proxy.
Proxies may participate in a General Shareholders Meeting if they
produce powers of proxy and a document confirming their identity. A
proxy of a shareholder which is not a natural person is additionally
required to submit a valid excerpt from the relevant register in which
the shareholder is entered, confirming that the signatories of the
powers of proxy are entitled to represent the shareholder.
A shareholder may appoint a proxy by electronic means without placing a
secure electronic signature on the powers of proxy. Granting powers of
proxy by electronic means should be carried out using a proxy form
available at the investor relations section of the Company's website:
www.pfleiderer.pl. Signed powers of proxy should be sent to the Company
in the form of a scan via electronic mail to the following address:
grajewo@pfleiderer.pl. The powers of proxy should be sent along with
attached documents specified in the proxy form.
The aforementioned documents sent to the Company should be in the Polish
language. Any documents in a language other than Polish should be sent
along with their certified translation.
d) Use of Electronic Communication to Participate in and Take the Floor
During General Shareholders Meetings
Currently, the Company's Statute does not provide for the possibility of
participating in General Shareholders Meetings by means of electronic
communication.
e) Exercise of Voting Rights by Correspondence or by Means of Electronic
Communication
Currently, the Company's Statute does not provide for the possibility of
exercising voting rights at General Shareholders Meetings by means of
electronic communication.
The Bylaws of General Shareholders Meetings do not provide for the
possibility of exercising voting rights at General Shareholders Meetings
by correspondence.
2. Registration for Participation in the General Shareholders Meeting
The Company's Management Board informs interested parties that the date
of registration for participation in the General Shareholders Meeting,
referred to in Art. 4061 of the Commercial Companies Code, is June 14th
2014.
The Management Board of the Company informs interested parties that only
those persons who are shareholders of the Company on the registration
date referred to above will have the right to participate in the General
Shareholders Meeting.
3. Additional Information
All documents related to the items of the agenda for the General
Shareholders Meeting will be available at the investor relations section
of the Company's website: www.pfleiderer.pl.
Pursuant to the Regulation of the Polish Council of Ministers on current
and periodic information to be published by issuers of securities and
conditions for recognition as equivalent of information whose disclosure
is required under the laws of a non-member state, dated February 19th
2009 (Dz. U. No. 33, item 259).
2013-06-03
More information on page: biznes.pap.pl
kom espi pif/
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Data publikacji | 03.06.2014, 18:11 |
Źródło informacji | ESPI |
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