AGM 2017
>> Resolutions adopted by the Extraordinary General Meeting of Shareholders of Alma Market SA in the restructuring on 14.03.2017
ANNOUNCEMENT ON THE CONVENING OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ALMA MARKET S.A. IN RESTRUCTURING
The Management Board of ALMA MARKET Spółka Akcyjna in the restructuring with its seat in Krakow, at ul. Pilots No. 6, entered in the Register of Entrepreneurs by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division of the National Court Register under KRS number: 19474 (the "Company"), pursuant to Art. 399 § 1 in conjunction with. With art. 4021 § 1 of the Code of Commercial Companies ("KSH"), convenes an Extraordinary General Meeting (the "Meeting") on March 14, 2017, at 11:00 in Cracow, in the conference hall of the Chamber of Commerce and Industry in Cracow, At ul. Floriańska 3.
The proposed agenda of the Extraordinary General Meeting includes:
1. Opening of the Congregation.
2. Election of the Chairman.
3. Confirmation of the correctness of convening the Meeting and ability to adopt resolutions.
4. Selection of the Mandate-Returning Committee.
5. Presentation and approval of the agenda.
6. Adoption of resolutions on the election of members of the Supervisory Board of the Company.
7. Closing of the session.
Based on Article. 4022 KSH The Management Board of the Company gives information on participation in the Meeting:
1. A shareholder or shareholders representing at least 1/20 of the share capital shall have the right to demand placing certain matters on the agenda of the Meeting. The request should be submitted to the Management Board no later than twenty one days before the date of the General Meeting. The request should include a justification or a draft resolution on the proposed item on the agenda. The request may be made in writing at the Company's office in Kraków at ul. Pilots 6 or in electronic form and sent to the e-mail address: wza@almamarket.pl.
The shareholder or shareholders should show that they hold the appropriate number of shares at the date of the request, enclosing a deposit certificate or notice of the right to participate in the Company's Meeting, or refer to an entry in the share register for registered shares. In the case of shareholders who are legal persons or organizational units not having legal personality, the right to act on behalf of this entity should also be shown by attaching a current extract from the relevant registry.
In the case of shareholders submitting a request using electronic means of communication the documents should be sent in PDF format.
Requests made by shareholders using electronic means other than through the above-mentioned e-mail address or without the above mentioned requirements do not have any legal effect on the Company and will not be taken into account.
2. A shareholder or shareholders representing at least 1/20 of the share capital may submit in writing at the Company's office in Krakow at ul. Pilots 6 or by means of electronic communication (in the manner and to the e-mail address given in item 1 above) draft resolutions concerning matters put on the agenda of the Meeting or matters to be put on the agenda.
Draft resolutions passed by shareholders using electronic means other than through the above-mentioned e-mail address or without meeting the requirements set out above do not have any legal effect on the Company.
3. Any shareholder entitled to participate in the Meeting may, during the Meeting, submit draft resolutions concerning matters included in the agenda.
4. The Shareholder may participate in the Meeting and exercise the voting right in person or by proxy. A template of the form to exercise voting rights by proxy is published on the website: www.almamarket.pl. Plenipotentiary is not obliged to vote using the form mentioned above. At the same time, the Management Board of the Company hereby informs that in the event of a shareholder's proxy giving the voting instruction, the Company will not verify whether the proxy holders exercise their voting rights in accordance with the instructions received from the shareholders.
Power of attorney for proxy voting should be given in writing or in electronic form. Granting a power of attorney electronically does not require a secure electronic signature verified with a valid qualified certificate.
According to the regulations of the General Meeting of the Company, 9.2. - 9.4. Before the date of the Meeting, the Company makes available on the website www.almamarket.pl a proxy form which, after completion, may be sent to the Company by the Company's website. A shareholder who wishes to grant a proxy in the aforementioned form shall personally or in writing request the Company to issue a login and password which will enable the shareholder to carry out the verification and authorization procedure electronically. The Shareholder is obliged to keep the login and password given to him in confidence. Login and password are sent to the shareholder by mail or courier to the address indicated by him in the request. Each shareholder, prior to granting the power of attorney in electronic form, should evaluate in its own terms the risk associated with notifying the Company of the granting of power of attorney by means of electronic communication without the use of a secure signature. Notice of cancellation of the power of attorney, which the Company has been notified by means of electronic communication, may take place in the same form.
Notice of granting the power of attorney in electronic form must be made no later than 9:00 am on March 14, 2017.
Notices submitted by shareholders in other ways or without compliance with the requirements set out above do not have any legal effect on the Company.
Shareholders will be admitted to participate in the Assembly upon presentation of an identity card, and the plenipotentiaries upon presentation of the identity card and valid power of attorney granted in writing or in electronic form (proxy should print out a power of attorney).
Plenipotentiaries or representatives of legal entities or organizational units not having legal personality should additionally present current copies of relevant registers, listing persons authorized to represent these entities at the Meeting or to grant a power of attorney.
In the case of notifying the Company of the power of attorney in electronic form, the shareholder should immediately provide the Company (personally, by post or courier) or by electronic means to the following e-mail address: wza@almamarket.pl, copies of documents confirming the identity or representation rules In particular: (i) in the case of a shareholder who is a natural person - a copy of the identity card, passport or other identity document, (ii) in the case of a shareholder other than the natural person - a copy of the current extract from the relevant register.
5. The Company's Articles of Association do not provide for the possibility of participating in the Assembly using electronic means of communication.
6. The Company's Articles of Association do not provide for the possibility of speaking in the course of the Assembly using electronic means of communication.
7. The Company's Articles of Association or the General Meeting of Shareholders Regulations do not provide for the possibility of exercising voting rights by correspondence or using electronic means of communication during the Meeting.
8. The registration date for participation in the Meeting is February 26, 2017. The registration day for participation in the Meeting is uniform for holders of bearer shares and registered shares.
9. The right to participate in the Meeting will be held by shareholders who, 16 days before the date of the General Meeting (ie on February 26, 2017) will be shareholders of the Company (the "date of registration of participation in the General Meeting").
Entities with registered shares and pledgees and users having voting rights are entitled to participate in the General Meeting if they are registered in the share register on the day of registration of participation in the general meeting.
The dematerialized bearer shares shall be entitled to participate in the General Meeting, if not earlier than after the announcement of the general meeting and no later than the first business day after the registration date, the shareholder shall submit to the entity keeping the securities account on which the Company's shares are registered. Certificate of right to participate in the Assembly. The Company recommends that shareholders hold a certificate at the Meeting, however, stating that the law does not impose such obligations on shareholders.
In the case of dematerialized bearer shares, the Company determines the list of shareholders entitled to participate in the Meeting on the basis of the list received from the National Deposit of Securities.
Bearer shares in the form of a document give the right to participate in the Assembly if the share documents are submitted to the Company no later than the date of registration of participation in the General Meeting and will not be received before the end of the day. Instead of shares may be submitted a certificate issued on proof of filing shares with a notary - notary Wojciech Zarzycki, Notary Office, ul. Brass 3 in Cracow. The certificate indicates the number of the share documents and states that the share documents will not be issued before the registration date of the participation in the General Meeting.
For 3 working days before the date of the General Meeting, ie from 9 March 2017 at the Company's Office in Kraków, ul. Pilots 6 from 9.00 to 15.30 will be screened for the list of shareholders entitled to participate in the Meeting. The Shareholder will be able to request the sending of a list of shareholders by e-mail, stating the address to which the list should be sent.
10. Registration of the participants of the Meeting will start on March 14, 2017 at 10:30.
11. Persons authorized to participate in the Meeting may obtain the full text of the documentation to be presented at the Meeting and draft resolutions at the Company's Office in Kraków at ul. Pilot 6 or the company website: www.almamarket.pl.
12. The Company will provide information regarding the Meeting on the Company's website at www.almamarket.pl.
Announcement on convening Alma Market S.A. Ordinary General Shareholders' Meeting
The Management Board of ALMA MARKET S.A. seated in Krakow, at 6 Pilotów St. entered into the Register of Businesses with the number KRS 19474 by the District Court for Kraków-Śródmieście in Krakow, 11th Business Department of the National Court Register (hereinafter: "The Company"), based on art. 399 § 1 and art. 402(1) § 1 of Commercial Companies Code ("CCC") hereby convenes the Extraordinary General Shareholders' Meeting ("EGM", “ Extraordinary General Meeting”) for the day of January 4th, 2017 at 12.00, which will be held in Krakow in the conference room of the Chamber of Industry - Commerce in Krakow, ul. St. Florian 3.
The suggested agenda of Extraordinary General Shareholders' Meeting is the following:
1. Opening of GSM.
2. Appointment of the Chairperson and the Secretary of GSM.
3. Ascertainment of the correctness of convening the GSM and its capacity to adopt resolutions.
4. Appointment of Returning-Credentials committee.
5. Presentation and approval of agenda.
6. Adoption of a resolution on increasing the Company's share capital by issuing new shares of series H of the pre-emptive rights of H shares on the amendments to the Statutes of the Company and the authorization of the Supervisory Board to adopt the uniform text of the Articles of Association.
7. Adoption of a resolution authorizing the Company to conclude an agreement for the registration of shares of a new issue of Series H in the National Depository for Securities SA and authorizing the Management Board to take all appropriate measures in order to allow new shares to trading on the regulated market.
8. Adoption of a resolution on amending the Articles of Association of the Company and authorizing the Management Board to increase the share capital within the authorized capital and to exclude pre-emptive rights to shares issued under the authorized capital with the consent of the Supervisory Board and authorizing the Board to conclude an agreement for the registration of shares issued within the target capital national Securities Depository SA and authorization of the Board of the Company to take all appropriate measures in order to allow the shares issued within the authorized capital to trading on a regulated market.
9. Closing of GSM.
Pursuant to 402(2) CCC The Company Board presents information on meeting attendance:
1. The shareholders possessing at least 1/20 of the equity capital are entitled to demand the placement of particular matters in the General Shareholders’ Meeting agenda. The request should be submitted to the Management Board no later than twenty-one days before the date of the General Meeting of Shareholders. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in writing at the office of the Company at ul. Pilots No. 6 or in electronic form and sent to the e-mail address: wza@almamarket.pl.
The shareholder should indicate that they are in the possession of the required number of shares as of the date of the demand presentation i.e. they should enclose to the demand the certificate of shares or the certificate granting the right of participation in the General Meeting or refer to the entry in the share register. In case of legal persons and organizational entities without the legal person status, one needs additionally present the right of acting as a proxy on behalf of this entity through enclosing an up-to-date copy of the appropriate registry for the entity.
In case of shareholders presenting a demand by means of electronic media of communication, the documents should be transferred in the PDF format.
The demand transferred by the shareholders using the electronic communication means in a different manner than through the aforementioned e-mail address, or without meeting the aforementioned requirements, does not have any legal effects with regard to the Company and as such is not taken into consideration.
2. The shareholders possessing at least 1/20 of the equity capital may present prior to the GSM the resolutions drafts concerning the matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The demand is to be presented in the written form at the Company's office Kraków, Pilotów St. 6 or using the electronic communication means (in the manner and at the e-mail address presented in point 1 above).
The drafts of resolutions transferred by the shareholders using the electronic communication means in the manners other than through the e-mail address mentioned above or without meeting the conditions described above, do not have any legal effects with regard to the Company.
3. Each of the shareholders entitled to participate in the General Meeting can introduce drafts of resolutions concerning the matters placed in the agenda during the General Meeting.
4. Shareholders may participate in the General Meeting and execute their right to vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy has been placed on the corporate website: www.almamarket.pl.
The proxy is not obliged to vote by means of the aforementioned form. At the same time, the Company Board informs that in case of proxy appointment by shareholders together with an instruction concerning the manner of voting, the Company will not verify if the proxies execute the right in accordance to the instruction, which was granted by the shareholder.
The right of representation in the voting through the proxy should be granted in a written form or in an electronic one. Granting the right of proxy in the electronic manner does not require an authorized digital signature verified by a valid signer's private key.
According to the Bylaws of The General Shareholders’ Meeting, pursuant to point 9.2 – 9.4, the Company makes available on its website www.almamarket.pl the proxy form, which may be filled in and sent by the shareholder via the Company website. Shareholder, intending to grant a power of attorney in the above-mentioned way, shall apply to the Company – in writing or in person – for the login and the password, which enable the shareholder to conduct the verification procedure and to grant the power of attorney electronically. Shareholder shall keep the login and the password as confidential. The login and the password are sent to the shareholder via conventional mail or courier mail on the address stated in the application form. Every shareholder, before granting the power of attorney in the electronic form shall themselves estimate and consider the risks connected to notifying the Company about granting the power of attorney by electronic means of communication without the safe digital signature. The notification on withdrawal of the right of proxy in an electronic form may be conducted in the same manner.
Notification on granting the proxy right in the electronic manner must be made no later than 9 a.m. on January 4th, 2017.
Notifications submitted by the shareholders otherwise or without complying with the requirements set out above, have no legal consequences to the Company.
The shareholders will be allowed to participate in the General Meeting upon the presentation of proof of identity, and attorneys upon presentation of proof of identity accompanied by the valid power of attorney granted in the written or electronic form (the proxy should present the printout of the right of proxy).
The proxies of legal persons or the organizational units without legal personality are additionally obliged to present an up-to-date copies from respective registers, naming the people authorized to represent the entities or to grant the power of attorney.
In case of notification of the Company concerning granting the power of attorney in the electronic form, the shareholder shall deliver to the Company without delay (in person, via regular mail or express mail) or send by e-mail on address: wza@almamarket.pl the copies of the documents enabling identification of the shareholder or the conditions of their representation (scan in PDF), in particular: (i) Scan of the identity card, passport or other document containing the data enabling the identification of the shareholder being a natural person, (ii) Scan of a copy from the register pertaining to the shareholder being a legal person or an organizational unit without legal personality.
5. The Company Articles do not stipulate possibility of GSM attendance via the use of electronic communication means.
6. The Company Articles do not stipulate possibility of voting opinions at the GSM via the use of electronic communication means.
7. The Company Articles and General Meeting statutes do not stipulate possibility of right of vote execution via correspondence nor via the use of electronic communication means during the GSM.
8. The date for registration of General Meeting participation is December 19th, 2016. Registration day is the same for shareholders bearing both the ordinary shares and the registered shares.
9. The right of participation to ALMA MARKET S.A. General Meeting is granted to those, who as of 16 days before the General Meeting (i.e. December 19th, 2016, "registration day") are the Company shareholders.
Those authorized based on the registered shares, pledgees and users who have right to vote, are entitled to participate in the meeting if they are inscribed in the share register in the GSM registration day.
Ordinary bearer shares in the electronic form entitle to participate in the GSM, if no earlier than after the announcement on convening the GSM and no later than the first business day after the GSM registration day, a shareholder submits to the entity carrying the security account, where the Company shares are inscribed, a demand of issuing a name-bearing certificate on the right of vote in the General Meeting. The Company recommends the shareholders to have the said certificate during the GSM, however the provisions of law do not impose such obligation on shareholders.
In the case of electronic ordinary shares, ALMA MARKET S.A. determines a list of shareholders authorized to participate in the General Meeting on the basis of a list received from the National Depository for Securities.
For 3 weekdays before the Extraordinary General Meeting at the office of ALMA MARKET S.A. (Kraków, Pilotów St. 6) from 9 a.m. to 3:30 p.m. a list of shareholders authorized to participate at the General Shareholders’ Meeting will be presented. Shareholders are entitled to demand the list to be transferred to their e mail address upon request.
10. Registration of the GSM participants will start on January 4th, 2017 at 11:30 a.m.
11. People authorized to participate in the General Meeting may obtain the complete documentation, which is to be presented at the General Meeting and the draft of resolutions at ALMA MARKET S.A. office (Kraków, Pilotów St. 6) or at the Company website: www.almamarket.pl
12. The Company will make available all necessary information concerning the General Meeting at the Company website: www.almamarket.pl.
13. Agenda includes amendments to the Statutes of the Company range:
It proposed to change the existing § 5. 1 Articles of Association of the Company shall have the following wording:
1. The share capital shall be not less than 5,560,990, - zł (5,560,990 PLN) and not more than 11,060,990, - zł (11,060,990) and is divided into:
1.1. 600,000 (six hundred thousand) series A preference shares with a nominal value of 1 zł (one) each;
1.2. 2,367,000 (2,367,000) ordinary bearer shares of series B with a nominal value of 1 zł (one) each;
1.3. 249,990 (two hundred forty-nine thousand nine hundred and ninety) ordinary bearer shares of series C with a nominal value of 1 zł (one) each;
1.4. 1,000,000 (one million) ordinary series D bearer shares with nominal value of 1 zł (one) each;
1.5. 100,000 (one hundred thousand) bearer shares series E with a nominal value of 1 zł (one) each, resulting from the conditional capital increase;
1.6. 1,112,000 (1,112,000) bearer shares series F with a nominal value of 1 zł (one) each;
1.7. 132,000 (one hundred thirty two thousand) bearer shares series G with a nominal value of 1 zł (one) each (resulting from the conditional capital increase);
1.8. no more than 5,500,000 (5,500,000) ordinary bearer series H shares with nominal value of 1 zł (one) each.
Current wording § 5 section 1 of the Company Statute:
1. The share capital amounts to PLN 5,428,990.00 and is divided into:
1.1. 600,000 (six hundred thousand) series A preference shares with a nominal value of 1 zł (one) each;
1.2. 2,367,000 (2,367,000) ordinary bearer shares of series B with a nominal value of 1 zł (one) each;
1.3. 249 990 (two hundred forty-nine thousand nine hundred and ninety) ordinary bearer shares of series C with a nominal value of 1 zł (one) each;
1.4. 1,000,000 (one million) ordinary series D bearer shares with nominal value of 1 zł (one) each;
1.5. 100,000 (one hundred thousand) bearer shares series E with a nominal value of 1 zł (one) each, resulting from the conditional capital increase.
1.6. 1,112,000 shares bearer series F shares with a nominal value of 1 zł (one) each.
It is proposed to add to the Company's Statute the new § 5a as follows:
§ 5a.
1. The Company's share capital may be increased within the limits of the authorized capital.
2. To increase the share capital within the authorized capital The Board is authorized in the period until January 4, 2019 year. Authorization of the Board to increase the share capital also authorizes to issue subscription warrants, with the subscription right exercise term not longer than the period for which authorization has been granted.
3. The Management Board is authorized to increase the share capital within the authorized capital in total no more than 4,170,742, - zł (4,170,742 zloty). The Management Board may issue shares in return for cash or in-kind contributions.
4. The Management Board may make one or several increases in the limits specified in paragraph. 3. The Board may make an increase of the Company's own funds.
5. The Management Board can not issue preferred shares or grant individually marked shareholder personal rights.
6. The Management Board shall decide on all matters related to the share capital increase within the authorized capital and may exercise the authorization granted after obtaining the consent of the Supervisory Board expressed in the form of a resolution and after consideration of the specific needs of the Company, in particular those related to the restructuring of the Company in the context of the rehabilitation.
7. The Management Board is authorized to exclude existing shareholders' pre-emptive rights in whole or in part with the approval of the Supervisory Board.
8. Resolution of the Board to increase the share capital requires a notarial deed. Resolution of the Board made within the statutory authorization replaces the resolution of the General Meeting to increase the share capital.
>> Draft resolutions of the Extraordinary General Meeting of Shareholders of Alma Market SA on 4 January 2017r.
