Microsoft word - notification about convening annual general meeting of b3system jsc.docx
Notification about convening Annual General Meeting of B3System jsc
Management Board of B3System jsc with registered office in Warszaw on the basis of art.399
§ 1 k.s.h. in according with art. 4021, 4022 k.s.h. and § 12 ust. 3 Article of Association,
convene an General Meeting on 23 April 2010 at 11:00 am.
The Assembly will be held in the company's headquarters in Warsaw at Taneczna 7.
1. Opening the Annual General Meeting. 2. Election of the Chairman of the General Meeting. 3. Validation of the General Meeting and its ability to adopt resolutions. 4. Accepting the agenda of the General Meeting. 5. Adoption of the resolutions in the matter of:
a) Consideration and approval of the Management Activities Report financial
b) Consideration and approval of Consolidated Financial Report Capital Group of
c) Granting a discharge to members of the Management Board from performing duties
d) Granting a discharge to members of the Supervisory Board from performing duties
e) Allocating and division of net profit for 2009 f) Determining the number of person entitled to subscribe for shares under the
6. Closing of the Annual General Meeting
Remaining information according to Art. 402 indium 2 k.s.h.
1. Right to demand putting specific issues in the agenda (art. 402 indium 2 pt. 2 lithium. and k.s.h.)
The Shareholder or Shareholders representing at least one twentieth of share capital can demand the putting determined cases in the agenda of the Extraordinary General Meeting. A request should be reported to the Management Board not later than for 21 days before the set date of the Assembly i.e. up to day 2 of April 2010. A request should contain grounds or the draft of a resolution concerning the proposed item on the agenda. Management Board immediately, however not later than for 18 days ahead of schedule i.e. 5 April 2010, is announcing amendments to the agenda, implemented upon shareholders' request. The announcement is taking place in the way typical of convening a General Meeting. One should send requests to the address of the company 's registered office or in the electronic form to the address: walne.zg[email protected]. To request should be attached documents confirming authorizing to report this request. 2.Right to propose plans of resolutions concerning matters included in the agenda or matters which are supposed to be left included in the agenda ahead of schedule to gather (art. 402 indium 2 pt. 2 lithium. b Code of Commercial Partnerships and Companies)
The Shareholder or Shareholders Companies representing at least one twentieth of share capital can prior to the Extraordinary General meeting report to the Company in writing or by e-mails plans of resolutions concerning matters included in the agenda of the Extraordinary General Meeting or matters which are supposed to be left included in the agenda. The company immediately is announcing drafts of resolutions on the website Companies. Drafts of resolutions with grounds should be send to the address of the company 's registered office or in the electronic form to the address: [email protected]. Risk connected with using the electronic form of the communication, in particular sending demanding of putting specific issues in the agenda of the Extraordinary General Meeting, reporting drafts of resolutions concerning matters included in the agenda or matters which are supposed to be left included in the agenda ahead of schedule Remarkable and notifying the Company
[email protected] indicated in the content of the announcement lies on the side of the shareholder. 3. Right to file drafts of resolutions concerning matters included in the agenda while meeting (art. 402 indium 2 pt. 2 lithium. c k.s.h.)
Each of shareholders can during the General Meeting file drafts of resolutions concerning matters included in the agenda. 4. Exercising the right to vote by proxy (art. 402 ind 2 pkt. 2 lit. d k.s.h.)
1. According to art. 412 and 4121 of Code of Commercial Partnerships and Companies
shareholders can participate in the B3System jsc General Meeting and to exercise the right to vote in person or by proxy. Power of attorney should be granted in writing or in the electronic form. Representatives of legal persons should show current write-offs from relevant court registers listing persons entitled to represent these entities. Persons not listed in the copy mentioned above should have with relevant power of attorney signed by the persons entitled to the entity given to the representation.
2. Power of attorney to participate in the General Meeting of the Company and the
exercising the right to vote can be granted in the electronic form. The authorization in the electronic form doesn't require providing with an safe electronic signature verified with the help of the valid classified certificate. Granted power of attorney in the electronic form should assure the identification of the shareholder and the attorney.
3. Power of attorney granted in the electronic form should be sent to the address email:
[email protected] at the latest for 3 hours before beginning the General Meeting.
4. Electronic power of attorney should be formed in the separate document signed by the
shareholder or the person entitled to the representation of the shareholder, sent as the attachment to the e-mail address indicated in the PDF format into the pt. 3 above. Compulsorily with electronic power of attorney should be send documents confirming authorizing the given shareholder to the participation in the General Meeting of shareholders. The attorney is obliged to produce power of attorney in question at drawing the roll up.
5. The company is making available on its website of the company (www.b3system.pl)
and in the company 's registered office forms applied during the vote by proxy.
6. If at the General Meeting a member of the Management Board, member of
Supervisory Board or an employee of the Company are an attorney, power of attorney can authorize for the representation only on the determined Extraordinary General
Meeting. The attorney has the duty to reveal circumstances pointing at existing or the possibility appearances of the conflict of interest. Granting more further power of attorney is turned off. The attorney is voting according to instructions given by the shareholder.
7. Risk connected with using the electronic form of the communication, in particular
notifying the Company about appointing an attorney to the e-mail address: [email protected] indicated in the content of the announcement lies on the side of the shareholder.
5.Possibility of participating at the General Meeting, the way of giving opinion and exercisings the right to vote by using means of the electronic communication and the exercising the right to vote by mail (art. 402 indium 2 pt. 2 lithium. e, f, k.s.h g.)
Articles of Association and Regulations of the General Meeting don't provide the possibility of the participation, giving opinion and giving back the right to vote at the General Meeting at using means of communication electronic, nor by mail. 6. Registration date (art. 402 indium 2 pt. 3 k.s.h.)
The registration date of the participation in the Extraordinary General Meeting is falling on 16 days before the date of the Assembly, i.e. for day 7 of April 2010. 7. Right to the participation in the Assembly (art. 402 ind 2 pkt. 4 k.s.h.)
Persons, being shareholders of the company for 16 days before the date are entitled to participate in the Extraordinary General Meeting, i.e. in the registration date of the participation in the General Meeting. Authorised from registered shares and pledgees and users which are entitled to the right to vote, have the right to participate in the General Meeting of the Company, if are written down to the stock book in the registration date of the participation in the General Meeting i.e. 7 April 2010. Authorised from dematerialised bearer shares of the Company, not earlier than after the publication of a notice about convening the General Meeting (i.e. 26 March 2010.), and not later than in the first weekday after the registration of the participation in the General Meeting (i.e. 8 April 2010), are reporting to the entity keeping the securities account demanding taking out personal testifying to the law the participation in Extraordinary Remarkable Assemblies. A shown part or all shares recorded on his securities account should stay in contents of testifying the shareholder according to the will. Abovementioned certificate, must contain:
1) company (name), registered office, the address and the seal and number of the
2) number of shares, 3) the kind and the code of the shares, 4) the registered office and the address of the company B3System jsc. 5) value of shares, 6) the full name or the company (Iname) authorised from the shares, 7) registered office (place of residence) and address authorised from the shares, 8) aim of the certification, 9) the date and the place of the certification, 10) signature of the person authorised for the certification,
8. Making available to documentation (art. 402 ind 2 pkt. 5 k.s.h.)
Unabridged test of documentation which is supposed to be introduced for Extraordinary General Meeting, and drafts of resolutions with justifying the Management Board and the company's Supervisory Board, concerning matters included in the agenda or matters which are supposed to be left included in the agenda prior to the General Meeting is put from the day of convening the Extraordinary General Meeting on the companies website (www.b3system.pl). These documents are being immediately brought up to date in case of implementing changes pursuant to provisions of the Code of Commercial Partnerships and Companies. The person entitled to the participation in the Extraordinary General Meeting can get copies of documentation mentioned above in the company 's registered office. 9. Website (art. 402 indium 2 pt. 6 k.s.h.)
All information concerning the General Meeting will be made available on the website at the address www.b3system.pl. 10. List of the shareholders entitled to the participation in the Assembly (art. 407 Code of Commercial Partnerships and Companies)
The list of shareholders authorised for the participation on the Assembly will be laid out for the inspection of shareholders on 19 April of 2010 in the company 's registered office. The shareholder can demand e-mailing him the list of shareholders free of charge, giving the address to which the list should be sent. Shareholders should charging testifying taken out to the law the participation in the Extraordinary General Meeting and checking if the shareholder was apprehended on the list of the shareholders entitled to the participation in the General Meeting of shareholders. Information according to art. 402 indium 3 § 1 pt 2 k.s.h.
B3System share capital forms 9,466,156 shares, in it: a) 1,000,000 registered preference shares as for the voice, in this way for 1 share 2 votes at
b) 8,466,156 ordinary bearer shares. Number of votes from all shares B3System is taking out 10,466,156.
Management Board of B3System jsc
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