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Announcement On Convening Alma Market SA Ordinary General Shareholders Meeting
Report number: RB 13/2011 Report created: 2011-06-02
The Board of ALMA MARKET SA seated in Krakow, at Pilotów 6 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. 4021 § 1 of Commercial Companies Code ("CCC") hereby convenes the General Shareholders' Meeting ("GSM") for the day of June 29, 2011 at 12.00 in Krakow, in the Company's office in Krakow, at Armii Krakowej 28.
The suggested agenda of 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 resolution
4. Appointment of Returning-Credentials committee.
5. Presentation and approval of agenda.
6. Presentation of the Management Board Report and the Company's individual financial statement for the year 2010
7. Presentation of the Management Board Report and the consolidated financial statement of ALMA MARKET SA Capital Group for the year 2010.
8. Presentation of the Report by Supervisory Board on the Company annual statutory audit, Management Board Report on the Company Performance in 2010 and motion by Management Board concerning distribution of profit for the year 2010.
9. Resolutions on:
a) Approval of the Management Board Report on the Company Performance and the Company's individual financial statement for the year 2010;
b) Approval of the Management Board Report on the Performance of the ALMA MARKET SA Capital Group and the consolidated financial statement of Capital Group for the year 2010;
c) Approval of the Report by Supervisory Board on the Company annual statutory audit for 2010, Management Board Report on the Company Performance in 2010 and motion by Management Board concerning distribution of profit for the year 2010;
d) Discharge of the members of the Management Board in respect of their executive duties during the past financial year 2010;
e) Discharge of the members of the Supervisory Board in respect of their duties during the past financial year 2010;
f) Distribution of the Company profit for the year 2010.
10. Resolution on approving a withdrawal of resignation from the position in Supervisory Board of the Company.
11. Resolutions on changes in the composition of the Supervisory Board.
12. Resolution on changes of remuneration for the members of the Supervisory Board.
13. Resolutions on appointment of the Company’s Management Board members for the next term of office.
14. Resolutions on granting loans from the Social Fund to persons mentioned in art. 15a of Commercial Companies Code.
15. Resolutions on amendments to the Statute of the Company.
16. Resolution on authorizing the Supervisory Board to determine the uniform text of the Statute of the Company.
17. Closing of GSM.
Pursuant to 4022 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 demand should be announced to ALMA MARKET S.A. Board of Directors no later than on June 8, 2011. The demand should contain justification or the draft of a proposed resolution concerning the agenda item proposed. A written form is required – the demand should be submitted at the Company's office (Kraków, Armii Krajowej 28, or in the electronic form at the electronic mail address: wza@almamarket.pl.
The shareholder should indicate that they are in the possession of the required number of shares as on 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 manner different from through the aforementioned email 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, Armii Krajowej 28) 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 email 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. A shareholder may participate in the General Meeting and execute his right of vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy was placed on the internet page 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 where the shareholder appoints a proxy together with an instruction concerning the vote, the Company will not verify if the proxies execute the right in accordance with 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 Regulations of 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 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 by 10 a.m. on June 29, 2011.
Notification transferred by the shareholders in the other manner or without fulfilling the aforementioned requirements do not have any legal effects with regard to the Company
The shareholders will be allowed to participate in the General Meeting upon the identity card presentation, and the proxies upon the identity card presentation accompanied by the valid right of proxy granted in the written manner or through an electronic manner (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 right of proxy.
If a shareholder notifies a Company of granting the right of proxy in the electronic manner, the shareholder shall deliver to the Company without delay (in person, via regular mail or courier mail) or send by email 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 voicing opinions at the GSM via the use of electronic communication means.
7. The Company Articles 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 June 13, 2011.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 on 16 days before the General Meeting (i.e. June 13, 2011, "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 the meeting if they are inscribed in the security account in the GSM registration day.
Possessing the ordinary bearer shares (in the form of tangible document) grants the right to attend GSM if the said shares are deposited in the Company premises at least on the registration day and are not to be released by the end of this day. Instead of shares, a shareholder is allowed to present a certificate confirming a deposit of shares at the notary office, in the bank or in any other investment institution, seated or possessing a subsidiary on the Territory of European Union or on the territory of a country which is a co-signer of an agreement on European Economic Area, which are listed in the notice on the GSM. Such certificate must include share document numbers and a statement that the share documents will not be released by the registration day.
Ordinary bearer shares in the electronic form entitle to participate in the GSM, if in the period from June 3 and June 14, 2011, 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 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 (Krajowy Depozyt Papierów Wartościowych).
On the days of June 25, 27, 28, 2011, in the hours from 9 a.m.to 3.30 p.m. at the office of ALMA MARKET S.A (Kraków, Armii Krajowej 28), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. A shareholder is entitled to demand the list to be transferred to their electronic email address upon request.
10. Registration of the GSM participants will start on June 29, 2011 at 11:30 a.m.
11. People authorized to participate in the General Meeting may obtain the complete documentation text, which is to be presented at the General Meeting and the drafts of resolutions at ALMA MARKET S.A. office (Kraków, Armii Krajowej 28) or at the Company website : www.almamarket.pl
12. Based on art. 402 § 2 of Commercial Companies Code ("CCC"), due to planned changes to the Statute, the Company presents the current existing provisions of the statute and the contents of the draft amendments:
Paragraph 14 sections 2 of the Company’s Statute
Current wording:
„The Chairman of the Supervisory Board, and in event of his absence the Vice-Chairman, convenes the meetings of the Supervisory Board.”
Suggested Change:
“The Chairman of the Supervisory Board, and in event of his absence the Vice-Chairman, convenes the meetings of the Supervisory Board. The first meeting of the Supervisory Board of the new term of office shall be convened by the Company’s Board of Directors or a member of a new Supervisory Board. "
Paragraph 16 sections 4 of the Company’s Statute (added)
Suggested Change:
“If the Supervisory Board consists of no more than 5 (five) members, to the extent that the law provides for the creation of the audit committee, audit committee tasks are performed by the entire Supervisory Board. "
Paragraph 18 sections 2 of the Company’s Statute
Current wording:
“The Extraordinary General Meeting is convened by the Board of Directors out of its own initiative or on a written request of the Supervisory Board, or on request of the shareholders representing at least 1/10 of the share capital.”
Suggested Change:
“The Extraordinary General Meeting is convened by the Board of Directors out of its own initiative or on a written request of the Supervisory Board. A shareholder or shareholders possessing at least 1/20 of the share capital are entitled to demand convening an Extraordinary General Shareholders Meeting and placing particular matters in the meeting’s agenda.”
Paragraph 21 sections 4 of the Company’s Statute
Current wording:
“The resolutions concerning the change of the Company’s scope of business are passed only in voting by roll call.”
Suggested Change:
“The resolutions concerning the substantial change of the Company’s scope of business are passed only in voting by roll call.”
Paragraph 21 sections 5 of the Company’s Statute
Current wording:
“For cancelling an issue included in the agenda or for abandoning the discussion of a matter on the agenda on request of a shareholder, a resolution of the General Meeting is required, passed with the prior consent of all present shareholders, who made such request, supported by 75% of the votes cast at the General Meeting.”
Suggested Change:
Paragraph 21 sections 5 of the Company’s Statute is removed.
13. The Company will make available all necessary information concerning the General Meeting at the Company website at www.almamarket.pl.
Draft of resolutions for General Shareholders’ Meeting of ALMA MARKET SA on 29 June 2011r. >>
