Amendments to the agenda of the Extraordinary General Meeting at the request of a shareholder.
The Management Board of Polimex-Mostostal S.A. (‘the Company’) with its registered office in Warsaw at ul. Czackiego 15/7 informs that on 18 October 2013 it received from a shareholder of the Company, Agencja Rozwoju Przemysłu Spółka Akcyjna representing 22.48% of the share capital of the Company a petition with request to enclose in the agenda of the Extraordinary General Meeting of the Company convened for 12 of November 2013 the point of the wording: “Changes in the composition of the Supervisory Board”. This petition complies to the requirements provided for in Article 401 § 1 of the CCC.
Justification for extension of the agenda:
The purpose for extension of the agenda of the Extraordinary General Meeting of the Company convened for 12 of November 2013 is related to execution of rights which the ARP S.S. is entitled to as a shareholder of the Company and the necessity of increasing the supervision over the package of shares in the portfolio of ARP S.A.
The draft resolutions are the following:
RESOLUTION NO.
OF THE EXTRAORDINARY GENERAL MEETING
of Polimex-Mostostal Spółka Akcyjna
of 12 November 2013.
with respect to: changes in the composition of the Supervisory Board
§ 1
Acting pursuant to the § 34 sec.1 of the Articles of Association of „Polimex-Mostostal” S.A. (‘the Company’), the Extraordinary General Meeting of the Company hereby decides to dismiss from the position of a member of Supervisory Board Ms/Mrs/Mr ………………………………..
§ 2
Resolution shall come into force as of the date of its adoption. Resolution shall come into force as of the date of its adoption.
RESOLUTION NO.
OF THE EXTRAORDINARY GENERAL MEETING
of Polimex-Mostostal Spółka Akcyjna
of 12 November 2013.
with respect to: changes in the composition of the Supervisory Board
§ 1
Acting pursuant to the § 34 sec.1 of the Articles of Association of „Polimex-Mostostal” S.A. (‘the Company’), the Extraordinary General Meeting of the Company hereby decides to appoint for the position of a member of Supervisory Board Ms/Mrs/Mr ………………………………..
§ 2
Resolution shall come into force as of the date of its adoption. Resolution shall come into force as of the date of its adoption.
In the light of the above, taking into account the supplementations made, the agenda of the Extraordinary General Meeting of the Company shall be the following:
1. Opening of the General Meeting.
2. Adoption of a resolution with respect to appointment of the chairperson of the General Meeting.
3. Determination that the General Meeting was properly convened and that it is capable of adopting resolutions.
4. Adoption of a resolution with respect to appointment of the Members of the Returning Committee.
5. Adoption of a resolution with respect to adoption of the agenda.
6. Adoption of a resolution with respect to revoking the resolution no. 5 of the Extraordinary General Meeting of „Polimex-Mostostal” Spółka Akcyjna dated 15 October 2012.
7. Adoption of a resolution with respect to increasing of the Company’s initial capital with exclusion of pre-emptive right of the current shareholders of the Company, by way of issue of series P shares and the amendment of Articles of Association.
8. Adoption of a resolution with respect to issuance of series 1 subscription warrants with exclusion of pre-emptive right of the current shareholders, with respect to conditional increase of the Company’s initial capital with exclusion of pre-emptive right of the current shareholders and the amendment of Articles of Association.
9. Adoption of a resolution with respect to issuance of series 2 subscription warrants with exclusion of pre-emptive right of the current shareholders, with respect to conditional increase of the Company’s initial capital with exclusion of pre-emptive right of the current shareholders and the amendment of Articles of Association.
10. Adoption of a resolution with respect to the adoption of a uniform text of the Articles of Association.
11. Adoption of a resolution with respect to changing the composition of the Supervisory Board.
12. Adoption of a resolution with respect to expressing consent for disposal of an organised part of the enterprise of the Company under the name of Polimex-Mostostal S.A. Zakład Konstrukcji Stalowych in Rudnik nad Sanem.
13. Closure of the General Meeting.
The Management Board informs that on the Company’s website www.polimex.pl there is the supplemented notice of convening of the Extraordinary General Meeting, the draft resolutions and a power of attorney form together with supplemented instruction for voting.
Other information relating to the Extraordinary General Meeting of the Company convened on 12 November 2013 shall remain unchanged.
Enclosed the content of the petition.