Amendments to the agenda of the Ordinary 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. The Management Board of Polimex-Mostostal S.A. (‘the Company’) with its registered office in Warsaw at ul. Czackiego 15/7 informs that on 27 May 2015 it received a petition from a shareholder of the Company, Agencja Rozwoju Przemysłu Spółka Akcyjna representing 6.92% of the share capital of the Company,with a request to incorporate an item of the following wording: ‘Changes in the composition of the Supervisory Board’ in the agenda of the Ordinary General Meeting of the Company convened for 17 of June 2015. This petition complies with the requirements provided for in Article 401 § 1 of the CCC.
Justification for extension of the agenda:
extension of the agenda of the Ordinary General Meeting of the Company convened for 17 June 2014 is related to execution of rights which SPV Operator Sp. z o.o. is entitled to as a shareholder of the Company.
Draft resolutions are the following:
Draft resolutions of the General Meeting proposed by SPV Operator Sp. z o.o.
RESOLUTION NO.
OF THE ORDINARY GENERAL MEETING OF
Polimex-Mostostal Spółka Akcyjna
held on 17 June 2015
with respect to: changes in the composition of the Supervisory Board
§ 1
Acting pursuant to § 34 sec. 1 of the Articles of Association of ‘Polimex-Mostostal’ S.A. (‘the Company’), the Ordinary General Meeting of the Company hereby decides to dismiss from the position of a member of Supervisory Board Ms/Mrs/Mr ………………………………..
§ 2
This Resolution shall come into force as of the date of its adoption.
Number of shares under which votes were cast:
Percentage share in the share capital:
Total number of valid votes:
‘for’ the resolution: votes
‘against’ the resolution: votes
‘abstained’…………………………… votes
CHAIRPERSON OF THE MEETING
Of THE MEETING
RESOLUTION NO.
OF THE ORDINARY GENERAL MEETING OF
Polimex-Mostostal Spółka Akcyjna
held on 17 June 2015
with respect to: changes in the composition of the Supervisory Board
§ 1
Acting pursuant to § 34 sec.
§ 2
This Resolution shall come into force as of the date of its adoption.
Number of shares under which votes were cast:
Percentage share in the share capital:
Total number of valid votes:
‘for’ the resolution: votes
‘against’ the resolution: votes
‘abstained’…………………………… votes
CHAIRPERSON OF THE MEETING
Of THE MEETING
In the light of the above, taking into account the supplementations made, the agenda of the Ordinary General Meeting of the Company shall be the following:
I.
1.The agenda of the General Meeting:
1. Opening of the General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Drawing up of a list of attendance of Stockholders.
4. Ascertainment of the legitimacy of convening the General Meeting and its capability of adopting resolutions.
5. Appointment of the Returning Committee.
6. Adoption of the agenda.
7. Examination and authorisation of the Management Board’s report on the activity of the Company and of the financial statements of the Company for the financial year of 2014.
8. Examination and authorisation of the Management Board’s report on the activity of Polimex-Mostostal Capital Group and of the consolidated financial statements of Polimex-Mostostal Capital Group for the financial year of 2014.
9. Examination and authorisation of the Supervisory Board’s report on: (i) its activity in the financial year of 2014 and (ii) evaluation of the financial statements for the financial year of 2014 and of the consolidated financial statement of Polimex-Mostostal Capital Group for the financial year of 2014, and (iii) evaluation of the Management Board’s report on the activity of the Company in the financial year of 2014, and (iv) of the Management Board’s report on the activity of Polimex-Mostostal Capital Group in the financial year of 2014.
10. Adoption of a resolution with respect to granting a vote of acceptance on account of performance of duties by the members of the Management Board and of the Supervisory Board of the Company in the financial year of 2014.
11. Adoption of a resolution on covering of loss incurred by the Company in the financial year of 2014 and the previous years.
12. Adoption of a resolution with respect to redemption of own shares, reduction of the share capital, conversion of series A registered shares into bearer shares and amending the Articles of Association.
13. Adoption of a resolution regarding the reverse split (merger) of shares and amending the Articles of Association of the Company.
14. Adoption of a resolution with respect to amendment to the resolution of the Extraordinary General Meeting with respect to the issue of convertible bonds into series S shares in connection with the reverse split of the Company’s shares.
15. Adoption of a resolution with respect to amendment to the resolution of the Ordinary General Meeting regarding the issue of subscription warrants authorising to take up series J ordinary bearer shares, issued as part of the incentive scheme, in connection with the reverse split of the Company’s shares.
16. Adoption of a resolution with respect to changing the composition of the Supervisory Board.
17. Closure of the Meeting.
The Management Board informs that the Company’s website available at www.polimex.pl features a supplemented notice of convening of the Ordinary General Meeting, draft resolutions and a power of attorney form together with the supplemented instruction for voting.
Other information relating to the Ordinary General Meeting of the Company convened on 17 June 2015 shall remain unchanged.
Enclosed the content of the petition.
Annexed File Opis List - adding of a point on the agenda WZ.pdf