Alma – delicatessen

Amendment of the Current Stock Report 4/2012: Announcement on convening Alma Market SA Ordinary General Shareholders Meeting

Report number: RB K 04/2012   Report created: 2012-05-29  

The Board of ALMA MARKET SA hereby informs that the date and time of convening Ordinary General Shareholders Meeting was wrongly indicated as June 22, 2012. This date does not fulfill the requirements of law.

As a result the Board of ALMA MARKET SA corrects the date and time of convening OGSM from the date June 22, 2012 hour 12:00 to the day June 25, 2012 hour 10:00. All the dates indicated in the announcement are also corrected.

The full body of the amended report RB 04/2012 is stated below:

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 25,  2012 at 10.00, 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 2011.
7. Presentation of the Management Board Report and the consolidated financial statement of ALMA MARKET SA Capital Group for the year 2011.
8. Presentation of the Report on the assessment by the Supervisory Board on the Company’s financial statement, Management Board Report on the Company Performance in 2011 and motion by Management Board concerning distribution of profit for the year 2011.
9. Resolutions on:
a) Approval of the Management Board Report on the Company Performance and the Company's individual financial statement for the year 2011;
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 2011;
c) Discharge of the members of the Management Board in respect of their executive duties during the past financial year 2011;
d) Discharge of the members of the Supervisory Board in respect of their duties during the past financial year 2011;
e) Distribution of the Company profit for the year 2011.
10. Resolutions on amendments to the Statute of the Company.
11. Resolution on authorizing the Supervisory Board to determine the uniform text of the Statute of the Company.
12. 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 4, 2012. 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 Management 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 8 a.m. on June 25, 2012.

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 9, 2012. 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 9, 2012, "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 May 30 and June 11, 2012, 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 (Krajowy Depozyt Papierów Wartościowych).

On the days of June 21, 22, 23, 2012, 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 25, 2012 at 9:30 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 9 Section 3 of the Company’s Statute

Current wording:
“The General Meeting appoints and dismisses the President of the Board, and if the Board consists of more persons, also the other members of the Board.”

Suggested change:
„Subject to Section 6 below, the Board of Directors is appointed and dismissed in the following way:
a)    Jerzy Mazgaj is entitled to appoint and dismiss 1 (one) member of the Board, who will serve as the President of the Board, by submitting a written statement to the Company. The statement is effectual as of date of submission or a later date indicated in the statement.
b)    the remaining members of the Board of Directors, in the case the Board of Directors contains more persons, are appointed and dismissed by the General Meeting.”

In the Paragraph 9 of the Company’s Status Section 6 with the following wording is added: “The personal right referred to in items 3 a) abovementioned is entitled to Jerzy Mazgaj if he remains the shareholder of the Company  holding not less than 1.500.000 shares of the Company. In the case Jerzy Mazgaj holds lesser number of Company’s shares the President of the Board is appointed and dismissed by the General Meeting.”

Paragraph 13 Section 2 of the Company’s Statute

Current wording:
„The Supervisory Board consists of at least 5 persons elected by the General Meeting.”

Suggested change:
„The Supervisory Board consists of at least 5 persons. The number of members of the Supervisory Board is defined by the General Meeting. In the case a resolution on the number of members of the Supervisory Board is not adopted, the Supervisory Board consist of 5 persons. Subject to Section 7 below, the Supervisory Board is appointed and dismissed in the following way:
a)    Jerzy Mazgaj has a right to appoint and dismiss 3 (three) members of the Supervisory Board by submitting a written statement to the Company. The statement is effectual as of date of submission or a later date indicated in the statement.
b)    the remaining members of the Supervisor Board are appointed and dismissed by the General Meeting.”

In the Paragraph 13 of the Company’s Status Section 7 with the following wording is added: “The personal right referred to in items 2 a) abovementioned is entitled to Jerzy Mazgaj if he remains the shareholder of the Company holding not less than 1.500.000 shares of the Company. In the case Jerzy Mazgaj holds lesser number of shares all the members of the Supervisory Board are appointed and dismissed by the General Meeting.”

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 Annual General Meeting of ALMA MARKET SA on 25 June 2012