35/2009 - Draft resolutions for the Extraordinary General Meeting of Trakcja Polska SA of 29 July 2009
The Management Board of Trakcja Polska SA (“Company”), with its registered office in Warsaw, hereby announces the draft resolutions which are to be the subjects of the Company’s Extraordinary General Meeting, which is to be held on 29 July 2009 at 11.00 at Room 714, 7th floor, al. Jana Pawła II.
Ad. 1. of the meeting agenda:
Resolution No. [*]
of the Extraordinary General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 29 July 2009
on the election of Chairperson of the Extraordinary General Meeting
“1. Pursuant to Article 409 § 1 of the Code of Commercial Companies, the Extraordinary General Meeting decides to elect ______________ as the Chairperson of the Extraordinary General Meeting.
2. The resolution becomes effective on the date of its adoption.”
Ad.3. of the meeting agenda:
Resolution No. [*]
of the Extraordinary General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 29 July 2009
on the acceptance of the agenda of the General Meeting
“1. The Company’s Extraordinary General Meeting accepts the agenda of the Company’s General Meeting of the wording and in the order announced in Monitor Sądowy i Gospodarczy No. 126 (3229) of 1 July 2009, item 8694, of the following wording:
1. Opening of the General Meeting and adoption of a resolution on the election of a 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. An oral presentation of the important elements of the plan to merge the Company with Przedsiębiorstwo Robót Komunikacyjnych – 7 Spółka Akcyjna of 28 May 2009;
5. Adoption of a resolution on the merger of the Company with Przedsiębiorstwo Robót Komunikacyjnych – 7 Spółka Akcyjna with its registered office in Warsaw;
6. Close of the meeting.”
2. The resolution becomes effective on the date of its adoption.”
Ad.5. of the meeting agenda:
Resolution No. [*]
of the Extraordinary General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 29 July 2009
on the merger of the Company with Przedsiębiorstwo Robót Komunikacyjnych – 7 Spółka Akcyjna with its registered office in Warsaw;
§1
The Extraordinary General Meeting of Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw, approves the Company’s merger with Przedsiębiorstwo Robót Komunikacyjnych – 7 Spółka Akcyjna, with its registered office in Warsaw (“PRK7”).
§2
The merger shall take place through the transfer of all of the assets of PRK7 (as the acquired company) to the Company (as the acquiring company) (merger by acquisition, as defined by Article 492 § 1, clause 1 of the Code of Commercial Companies).
The Company is the sole shareholder in PRK7 and, therefore, the merger shall take place without the Company issuing new shares and without an increase in the Company’s share capital.
§3
The Company, as the acquiring company shall not award any special rights to any entity related to PRK7. The merging companies shall also not award any special benefits to the members of their authorities or other persons participating in the merger.
§4
The Extraordinary General Meeting hereby expresses consent to the merger plan agreed by the Company and PRK-7 on 28 May 2009, which was published in the official journal, Monitor Sądowy i Gospodarczy, no. 112 (3215) on 10 June 2009.
§5
The resolution becomes effective on the date of its adoption.”
Justification of the draft resolutions for the Extraordinary General Meeting in accordance with point II.1.4 of the Good Practices of Companies listed on the WSE:
In accordance with the principles specified in the Good Practices of Companies Listed on the WSE, draft resolutions should be justified, with the exception of resolutions on matters of order and formal matters, as well as resolutions which are typical of resolutions adopted during Annual General Meetings. Therefore, resolutions on the election of a Chairperson of an Extraordinary General Meeting and the acceptance of the agenda do not require justification.
The adoption of the resolution contained in point 5 of the agenda will allow the optimisation of overheads, administration costs and other fixed costs. The long-term aim is to improve the efficiency of the operational activities of the merged entities.
Legal grounds:
In accordance with § 38(1)(3) 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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