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PFLEIDERER GRAJEWO SA Convening of the Ordinary General Shareholders Meeting

03.06.2014, 18:11aktualizacja: 03.06.2014, 18:11

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Current report No: 19/2014

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
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