41/2010 - Notification of calling an Extraordinary General Meeting
Pursuant to Article 399 § 1, in connection with Articles 398, 4021 and 4022 of the Code of Commercial Companies (hereinafter CCC), as well as Article 8 and Article 10 of the Company’s Articles of Association, the Management Board of Trakcja Polska Spółka Akcyjna, with its registered office in Warsaw (address: 18th floor, ul. Zlota 59, 00-120 Warsaw), which is entered into 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, of fully paid up share capital of PLN 16,010,548.00 (hereinafter the “Company”), is calling an Extraordinary General Meeting for 19 January 2011 at 11.00 a.m. The Extraordinary General Meeting will be held in the “Jupiter” conference room on the 21st floor of the SKYLIGHT building, ul. Złota 59, in Warsaw, with the following meeting agenda:
- Opening of the Extraordinary General Meeting and adoption of a resolution on the election of a Chairperson;
- Confirmation of the correctness of calling the Extraordinary General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
- Adoption of a resolution on the acceptance of the meeting agenda;
- Adoption of a resolution on the conditional increase in the share capital through an issue of new series G bearer shares, with the exclusion of the subscription rights of the current shareholders.
- Adoption of a resolution on the amendment to the Company’s Articles of Association through the addition of Article 21a of the Company’s Articles of Association;
- Adoption of a resolution on the issuance of subscription warrants with the exclusion of the subscription rights of the current shareholders;
- Adoption of a resolution on the amendment of Article 11 of the Company’s Articles of Association;
- Adoption of a resolution on the consent to the establishment of pledges on the Company’s shares;
- Close of the General Meeting.
Pursuant to the wording of Article 402 § 2 of the Code of Commercial Companies, the Management Board is hereby announcing the wording of the proposed amendments to the Company’s Articles of Association:
1. the addition of Article 21a to the Company’s Articles of Association of the following wording:
“Article 21a
1) The Company’s share capital has been conditionally increased by no more than
PLN 11,916,000 (in words: eleven million, nine hundred and sixteen thousand zlotys) through an issue of 119,160,000 (in words: one hundred and nineteen million, one hundred and sixty thousand) ordinary, series G bearer shares, of a nominal value of PLN 0.10 (ten groszy) per share.
2) The objective of the conditional increase in the share capital is the award of the rights to acquire series G shares to the holders of series A and series B subscription warrants, issued under resolution no. 5 of the General Meeting of 19 January 2011.
3) The holders of series A subscription warrants are authorised to acquire series G shares up to 31 December 2011.
4) The holders of series B subscription warrants are authorised to acquire series G shares in the period from 2 January 2013 to 29 November 2013.
5) The Series G shares will be paid for in whole by cash contributions.”
2. the amendment of Article 11 of the Company’s Articles of Association, the current wording of which is as follows:
“Article 11
Unless the applicable regulations or provisions of these Articles of Association provide otherwise, resolutions of the General Meeting shall be adopted by an absolute majority of votes cast, whereby resolutions on the redemption of shares shall be adopted with a 3/4 (three quarters) majority of votes cast.”
the wording of Article 11 after the proposed amendment is as follows:
“Article 11
1. Unless the applicable regulations or provisions of these Articles of Association provide otherwise, resolutions of the General Meeting shall be adopted by an absolute majority of votes cast, whereby resolutions on the redemption of shares shall be adopted with a 3/4 (three quarters) majority of votes cast.
2. Resolutions on the dismissal or suspension of members of the Supervisory Board from the fulfilment of their duties require a 2/3 (two thirds) majority of votes cast.”
§ Date of Registration of participation in the Extraordinary General Meeting.
The date of registration of participation in the Extraordinary General Meeting is 3 January 2011, hereinafter referred to as the Date of Registration.
§ Information on the right to participate in the Extraordinary General Meeting.
Only persons who are shareholders in Trakcja Polska S.A. on the Date of Registration, i.e. 3 January 2011 are entitled to participate in the Extraordinary General Meeting.
In order to exercise the right to participate, the entitlee to the Company’s dematerialised shares should send a demand to the entity holding the securities account to issue a personalised certificate on the right to participate in the Extraordinary General Meeting no earlier than after the announcement on the Extraordinary General Meeting being called and no later than on the first weekday after the Date of Registration, i.e. no later than on 4 January 2011.
The list of shareholders authorised to participate in the Extraordinary General Meeting shall be defined by the Company on the basis of the list prepared by the entity holding the securities deposit in accordance with the regulations on the trading of financial instruments. The entity holding the securities deposit shall prepare a list on the basis of the lists provided no later than twelve days before the date of the Extraordinary General Meeting by authorised entities, in accordance with the regulations on trading of financial instruments. The grounds for preparing the lists provided to the entity holding the securities deposit are the certificates issued on the right to participate in the Company’s Extraordinary General Meeting.
The entitlees from registered shares and temporary certificates, as well as pledgees and users who are entitled to vote have the right to participate in the Extraordinary General Meeting if they are entered into the register of shareholders on the Date of Registration, i.e. 3 January 2011.
The list of shareholders authorised to take part in the Extraordinary General Meeting shall be prepared and submitted to the Company’s registered office on the 18th floor at ul. Złota 59, 00-120 Warsaw between the hours of 8.00 a.m. and 4.00 p.m. three days before the Extraordinary General Meeting is held, i.e. on 14, 17 and 18 January 2011.
Persons authorised to participate in the Extraordinary General Meeting are asked to register and collect voting cards immediately before the start of the meeting.
Electronic communications between the shareholders and the Company shall be conducted through the e-mail address: sekretariat@trakcja.com.
§ A shareholder’s right to demand the inclusion of specific matters on the agenda of the Extraordinary General Meeting:
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may demand the inclusion of specific matters on the agenda of the Extraordinary General Meeting. The demand of the shareholder or shareholders should be submitted to the Company’s Management Board no later than twenty-one days before the date set for the General Meeting, i.e. by 29 December 2010. The demand shall contain a justification and the draft resolution on the proposed point of the meeting agenda. Documents confirming the right to submit a demand shall be attached to the demand. The demand may be submitted in writing or electronically with the use of the form posted at the address: http://www.trakcja.com.
§ A shareholder's right to submit draft resolutions on matters introduced into the agenda of the Extraordinary General Meeting or matters which are to be introduced into the meeting agenda before the date of the Extraordinary General Meeting:
A shareholder or shareholders representing at least one twentieth of the Company’s share capital may submit draft resolutions on the matters introduced into the agenda of the Extraordinary General Meeting or matters which may be introduced into the meeting agenda to the Company in writing or by e-mail at the address http://www.trakcja.com before the date of the Extraordinary General Meeting. Documents confirming the right to submit the demand should be attached. The Company shall announce the draft resolutions in its website forthwith.
§ A shareholder’s right to submit draft resolutions on matters introduced into the agenda during the Extraordinary General Meeting:
Any shareholder may submit draft resolutions on matters introduced into the agenda during the Extraordinary General Meeting:
§ Method of exercising the right to vote by proxy:
A shareholder, who is a natural person, may participate in the Extraordinary General Meeting and exercise his right to vote personally or through a proxy. A shareholder, who is not a natural person, may participate in the Extraordinary General Meeting and exercise its right to vote through a person authorised to submit representations of will on its behalf or through a proxy.
A proxy shall exercise all of a shareholder’s rights at the Extraordinary General Meeting unless otherwise arises from the wording of the power of attorney. A proxy may grant further powers of attorney if this arises from the wording of the power of attorney. A proxy may represent more than one shareholder and vote differently with the shares of each shareholder. A shareholder of a listed company having shares held on more than one securities account may establish separate powers of attorney to exercise the rights from the shares held on each of the accounts.
The power of attorney to participate in the Extraordinary General Meeting and exercise voting rights shall be granted in writing or electronically with the use of the form posted at the address: http://www.trakcja.com.
The power of attorney authorising participation and exercising voting rights shall be delivered no later than on the day of the Extraordinary General Meeting (i.e. 19 January 2011 by 10.00 a.m.). The Company shall be notified of the award of the power of attorney electronically, using means of electronic communication, by sending the information by e-mail to the address: sekretariat@trakcja.com; the power of attorney shall be sent in such a way that it may be effectively verified. For this reason, a power of attorney sent by e-mail shall be scanned into a PDF-type file. Information on the award of the power of attorney shall contain the precise description of the proxy and the principal, specifying the following data:
- in the case of natural persons: forename(s), surname, series and number of the ID document, address, telephone number and e-mail address;
- in the case of other entities: the name (company name), number of entry into the respective register, address, telephone number and e-mail address.
In the case of legal persons, a scanned PDF-type file and the extract from the respective register which is no older than 3 months should be attached to the power of attorney. The information on the award of a power of attorney shall also contain its scope, i.e. specify the number of shares from which voting rights are to be exercised, as well as the date of the Extraordinary General Meeting at which these rights will be exercised. The provision of a power of attorney electronically does not need to be furnished with a secure digital signature.
The Company reserves the right to take steps to identify the shareholder and proxy, as well as verify the validity of the power of attorney which is awarded in electronic form. The verification process can involve asking a question of a shareholder or proxy electronically or by telephone in order to confirm that the power of attorney has been granted, as well as to establish its scope. If the shareholder or proxy does not confirm the fact that a power of attorney has been granted or if the Company does not obtain a response to the question asked no later than on the date of the Extraordinary General Meeting (i.e. 19 January 2011 by 10.00 a.m.) the Company reserves the right to refuse to allow the proxy to participate in the General Meeting.
An extract from the respective register (an original or copy appropriately certified as being in conformity with the original), which is no older than 3 months, confirming the right to represent the shareholder, shall be attached to the power of attorney (series of powers of attorney) from a shareholder who is not a natural person.
The current extract from the register of entrepreneurs held for a shareholder who is not a natural person should contain entries on the people granting powers of attorney on behalf of the shareholder who is not a natural person.
The Members of the Company’s Management Board or the Company’s employees may be proxies for a shareholder at the Extraordinary General Meeting.
If a member of the Management Board, a member of the Supervisory Board, a liquidator, a Company employee or a member of the authorities or an employee of a subsidiary company or cooperative of the Company is a proxy at the Extraordinary General Meeting, the power of attorney may authorise representation at only one General Meeting. The proxy is obliged to disclose the circumstances specifying the existence or possibility of the emergence of a conflict of interests to the shareholder. The award of a further power of attorney is inadmissible. Such a proxy shall vote in accordance with the instructions provided by the shareholder.
§ Ability to participate and method of participating in the General Meeting using means of electronic communication.
The Company does not anticipate the possibility of participating in and taking the floor during a General Meeting through means of electronic communication.
§ Method of exercising the voting right by correspondence or through means of electronic communication.
The Company does not anticipate the possibility of exercising the voting right by correspondence or through means of electronic communication.
§ Method of taking the floor during the Extraordinary General Meeting through means of electronic communication.
The Company does not anticipate the possibility of taking the floor during the Extraordinary General Meeting through means of electronic communication.
§ Access to documentation.
The full text of the documentation which is to be presented at the Extraordinary General Meeting, the draft resolutions and any information may be obtained from the date on which the Extraordinary General Meeting is called, from the Company’s registered office at 18th floor, ul. Złota 59, 00-120 Warsaw or through the Company’s website at www.trakcja.com in the section named "Investor Relations \ General Meeting \ 2011".
Comments from the Company’s Management Board or Supervisory Board on matters introduced into the agenda of the Extraordinary General Meeting or matters which are to be introduced into the agenda before the date of the Extraordinary General Meeting shall be available through the Company’s website forthwith after they are prepared.
Legal grounds:§ 38(1)(1) 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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