22/2009 - Notification of calling an Annual General Meeting
Pursuant to Articles 395, 399 § 1 and 402 of the Code of Commercial Companies, as well as Article 8 of the Company’s Articles of Association, the Management Board of Trakcja Polska Spółka Akcyjna with its registered office in Warsaw, registered in the register of entrepreneurs of the National Court Register held by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register under the KRS number 0000084266, is calling an Annual General Meeting for 24 June 2009 at 11.00. The meeting will be held in Warsaw in room 1012, 10th floor, at Al. Jana Pawła II 11, with the following meeting agenda:
1. Opening of the General Meeting and adoption of a resolution on the choice of Chairperson;
2. Confirmation of the correctness of calling the General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
3. Adoption of a resolution on the acceptance of the meeting agenda;
4. Review and approval of the Supervisory Board’s report on the results of the evaluation of the reports referred to in point 5 of this meeting agenda, assessment of the Company’s situation and the Management Board’s motion on the distribution of the Company’s profit or the coverage of the Company’s losses;
5. Review and adoption of a resolution on the approval of the Management Report on the Company’s activities in 2008 and the Company’s financial statements for 2008;
6. Review and adoption of a resolution on the approval of the consolidated financial statements of the Trakcja Polska S.A. Group for 2008 and the Management Report on the activities of the Trakcja Polska S.A. Group in 2008;
7. Adoption of a resolution on the distribution of the Company’s profit or the coverage of the Company’s losses for 2008;
8. Adoption of a resolution awarding a vote of approval to the members of the Company’s authorities for the fulfilment of their duties in 2008;
9. Adoption of a resolution to amend the Articles of Association of Trakcja Polska S.A. regarding the expansion and adjustment of the subject of the Company’s activities in accordance with the Regulation of the Council of Minister of 24 December 2007 on the Polish Classification of Activities [Polska Klasyfikacja Działalności - PKD (Polish SIC Code)] (Dz.U.07.251.1885);
10. Close of the meeting.
The Company’s Management Board would like to announce that the condition for participating in the General Meeting is the submission by the Stockholder of a personal deposit certificate encompassing the Company’s stocks issued by the brokerage house holding the stockholder’s securities at the Company’s registered office in Warsaw, at the address ofroom no. 711, Al. Jana Pawła II 11, 00-828 Warsaw, no later than one week before the date of the Meeting, i.e. by 17 June 2009, at 17.00, and not collecting it before the end of the Meeting.
The list of Stockholders authorised to participate in the General Meeting shall be laid out for review for three business days before the date of the Meeting, i.e. from 21 June 2009, at the Company’s registered office in Warsaw at Al. Jana Pawła II 11, 00-828 Warsaw. According to the provision of Article 407 of the Code of Commercial Companies, the extracts of the motions on the matters included in the meting agenda shall be issued one week before the Meeting.
Stockholders are entitled to participate in the General Meeting personally or through proxies. The power of attorney, which is granted in writing under the sanction of invalidity, shall be attached to the minutes of the Meeting (photocopies of powers of attorney do not satisfy these requirements). Representatives of legal persons shall present the current extracts from the registers naming the people authorised to represent these entities. People not mentioned in the extract shall present the original of a power of attorney signed by authorised personnel. All documents prepared in a foreign language shall be presented together with their translations into Polish prepared by a sworn translator. In order to assure the efficient course of the Meeting, the Company’s Management Board requests that Stockholders and people representing the Stockholders have identity documents.
Registration of the stockholders for the General Meeting shall start half an hour before the start of the General Meeting.
The proposed amendments to the Articles of Association regarding Article 6 of the Articles of Association involve the adjustment of the current wording of the subject of the Company's activities to the currently applicable regulations.
Current wording:
“Article 6.
According to the Polish Classification of Activities, the subject of the Company’s activities is:
6.1 Demolition of buildings; earthworks (Polish SIC code 45.11.Z);
6.2 Excavation and geological / engineering drilling (Polish SIC code 45.12.Z);
6.3 General construction works related to the erection of buildings (Polish SIC code 45.21.A);
6.4 General construction works related to linear transmission structures: pipelines, power lines, traction lines and telecommunications lines (Polish SIC code 45.21.C);
6.5 General construction works related to linear distribution structures: pipelines, power lines, traction lines and telecommunications lines (Polish SIC code 45.21.D);
6.6 General construction works related to civil engineering structures not elsewhere classified (Polish SIC code 45.21.F);
6.7 Construction works related to the assembly and erection of buildings and structures from prefabricated components (Polish SIC code 45.21.G);
6.8 Installation of structures and roof coverings (Polish SIC code 45.22.Z);
6.9 Erection of scaffolding (Polish SIC code 45.25.A);
6.10 Foundation works (Polish SIC code 45.25.B);
6.11 Construction works related to the erection of steel structures (Polish SIC code 45.25.C);
6.12 Specialist construction works not elsewhere classified (Polish SIC code 45.25.E);
6.13 Electrical installations in buildings and structures (Polish SIC code 45.31.A);
6.14 Installation of electrical signalling systems (Polish SIC code 45.31.B);
6.15 Other electrical installation works (Polish SIC code 45.31.D);
6.16 Construction insulation works (Polish SIC code 45.32.Z);
6.17 Installation of central heating and ventilation systems (Polish SIC code 45.33.A);
6.18 Installation of water and sewage systems (Polish SIC code 45.33.B);
6.19 Other construction installation works (Polish SIC code 45.34.Z);
6.20 Plastering (Polish SIC code 45.41.Z);
6.21 Installation of construction joinery (Polish SIC code 45.42.Z);
6.22 Flooring and wall covering work (Polish SIC code 45.43.A);
6.23 Painting (Polish SIC code 45.44.A);
6.24 Glazing (Polish SIC code 45.44.B);
6.25 Other construction finishing works (Polish SIC code 45.45.Z);
6.26 Rental of construction and demolition equipment with operator support (Polish SIC code 45.50.Z);
6.27 Manufacture of joinery and carpentry products for the construction industry (Polish SIC code 20.30.Z);
6.28 Manufacture of prefabricated buildings from metal, excluding service activities (Polish SIC code 28.11.A);
6.29 Manufacture of metal structures, excluding service activities (Polish SIC code 28.11.A);
6.30 Service activities in the installation of metal structures (Polish SIC code 28.11.C);
6.31 Manufacture of metal elements for construction joinery (Polish SIC code 28.12.Z);
6.32 Forging, pressing, drawing and rolling metals; powder metallurgy (Polish SIC code 28.40.Z);
6.33 Treatment and coating of metals (Polish SIC code 28.51.Z);
6.34 Mechanical processing of metal components (Polish SIC code 28.52.Z);
6.35 Manufacture of tools (Polish SIC code 28.62.Z);
6.36 Manufacture of locks and hinges (Polish SIC code 28.63.Z);
6.37 Manufacture of other metal products (Polish SIC code 28.75.B);
6.38 Manufacture of electricity distribution and control apparatus, excluding service activities (Polish SIC code 31.20.A);
6.39 Service activities regarding the installation, repair and maintenance of electricity distribution and control apparatus (Polish SIC code 31.20.B);
6.40 Production of industrial process control systems (Polish SIC code 33.30.Z);
6.41 Service activities regarding the repair, maintenance and overhauls of railway and tramway locomotives, as well as railway and tramway stock (Polish SIC code 35.20.B);
6.42 Other wholesaling (Polish SIC code 51.90.Z);
6.43 Rail transport (Polish SIC code 60.10.Z);
6.44 Rental of trucks with driver (Polish SIC code 60.24.C);
6.45 Warehousing and storage of goods in sea ports (Polish SIC code 63.12.A);
6.46 Warehousing and storage of goods in inland ports (Polish SIC code 63.12.B);
6.47 Warehousing and storage of goods in other depots (Polish SIC code 63.12.C);
6.48 Data transmission (Polish SIC code 64.20.C);
6.49 Rental of own real property (Polish SIC code 70.20.Z);
6.50 Maintenance and repair services of motor vehicles (Polish SIC code 50.20.A);
6.51 Rental of other land-based means of transport (Polish SIC code 71.21.Z);
6.52 Research and development work in the area of technical sciences (Polish SIC code 71.10.G);
6.53 Construction design, urban planning and technological design work (Polish SIC code 74.20.A);
6.54 Other financial intermediation work, not elsewhere classified (Polish SIC code 65.23.Z);
6.55 Manufacture of concrete construction products (Polish SIC code 26.61.Z);
6.56 Manufacture of metal containers (Polish SIC code 28.71.Z);
6.57 General construction works related to the construction of bridges (Polish SIC code 45.21.B);
6.58 Construction of roads and railways (Polish SIC code 45.23.A);
6.59 Surface works for the construction of sports facilities (Polish SIC code 45.23.B);
6.60 Bricklaying works (Polish SIC code 45.25.D);
6.61 Installation of gas systems (Polish SIC code 45.33.C);
6.62 Freight transport by road using specialist vehicles (Polish SIC code 60.24.A);
6.63 Freight transport by road using universal vehicles (Polish SIC code 60.24.B);
6.64 Rental of construction plant and machinery (Polish SIC code 71.32.Z);
6.65 Other monetary agency work, not elsewhere classified (Polish SIC code 65.12.B);
6.66 Financial leasing (Polish SIC code 65.21.Z);
6.67 Other forms of granting loans (Polish SIC code 65.22.Z);
6.68 Other financial agency work, not elsewhere classified (Polish SIC code 65.23.Z);
6.69 Market research and public opinion polling (Polish SIC code 74.13.Z);
6.70 Business and management consultancy activities (Polish SIC code 74.14.A);
6.71 Business management activities (Polish SIC code 74.14.B);
6.72 Management activities of holding companies (Polish SIC code 74.15.Z).
If a permit or concession is required for a specific subject of activities, the Company shall commence such activities after obtaining the permit or concession."
Proposed wording:
“Article 6.
According to the Polish Classification of Activities, the subject of the Company’s activities is:
6.1 Forestry and logging (Polish SIC code 02);
6.2 Other mining and quarrying (Polish SIC code 08);
6.3 Mining and quarrying support service activities (Polish SIC code 09);
6.4 Manufacture of products of wood and cork, except furniture; manufacture of products from straw and plaiting materials (Polish SIC code 16);
6.5 Manufacture of other non-metallic mineral products (Polish SIC code 23);
6.6 Manufacture of metals (Polish SIC code 24);
6.7 Manufacture of fabricated metal products, except machinery and equipment (Polish SIC
code 25);
6.8 Manufacture of computer, electronic and optical products (Polish SIC code 26);
6.9 Manufacture of electrical equipment (Polish SIC code 27);
6.10 Manufacture of machinery and equipment, not elsewhere classified (Polish SIC code 28);
6.11 Other manufacturing (Polish SIC code 32);
6.12 Repair, maintenance and installation of machinery and equipment (Polish SIC code 33);
6.13 Waste collection, processing and treatment activities; raw material recovery (Polish SIC
code 38);
6.14 Construction of buildings (Polish SIC code 41);
6.15 Works related to the construction of civil and marine engineering facilities (Polish SIC
code 42);
6.16 Specialised construction activities (Polish SIC code 43);
6.17 Wholesale and retail trade of motor vehicles and repair of motor vehicles (Polish SIC
code 45);
6.18 Wholesale trade, except motor vehicle wholesaling (Polish SIC code 46);
6.19 Retail trade, except motor vehicle retailing (Polish SIC code 47);
6.20 Land transport and transport via pipelines (Polish SIC code 49);
6.21 Warehousing and support activities for transportation (Polish SIC code 52);
6.22 Hotels and similar accommodation services (Polish SIC code 55);
6.23 Telecommunications (Polish SIC code 61);
6.24 Financial service activities, except insurance and pension funding (Polish SIC code 64);
6.25 Real estate activities (Polish SIC code 68);
6.26 Legal, accounting and bookkeeping, as well as tax consulting services (Polish SIC code 69);
6.27 Activities of head offices; management consultancy activities (Polish SIC code 70);
6.28 Architectural and engineering activities; technical testing and analysis (Polish SIC code 71);
6.29 Scientific research and development (Polish SIC code 72);
6.30 Advertising, market research and public opinion polling (Polish SIC code 73);
6.31 Other professional, scientific and technical activities (Polish SIC code 74);
6.32 Rental and leasing activities (Polish SIC code 77);
6.33 Security and investigation activities (Polish SIC code 80);
6.34 Services to buildings and landscape activities (Polish SIC code 81);
6.35 Education (Polish SIC code 85).
If a permit or concession is required for a specific subject of activities, the Company shall commence such activities after obtaining the permit or concession."
Legal grounds:Article 38(1)(1) and 38(1)(2)of the Regulation of the Minister of Finance of 19 February 2009 on current and regular information published by issuers of securities and the conditions for accepting information required by the provisions of the law of a state which is not a Member State, as being equivalent.
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