15/2012 - Information on convening the Ordinary General Meeting

The Management Board of Trakcja - Tiltra Spółka Akcyjnalocated in Warsaw (address: ul. Złota 59, XVIII p., 00-120 Warsaw), entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under number 0000084266, with share capital of PLN 23,210,548.00 – fully paid up (hereinafter referred to as the „"Company")by virtue of Article 399 § 1 with respect to Article 395,  402¹ and 402² of the Code of Commercial Companies and Partnerships (hereinafter referred to as the "Code") and Article 8 sec. 1 and Article 10 of the Deed of Association, convenes the Ordinary General Meeting of Trakcja - Tiltra S.A. on May 17, 2012, at 11:00 in Warsaw, Skylight building, ul. Złota 59, 21st floor, with the following agenda:

 

1. Opening of the Ordinary General Meeting and adoption of a resolution on election of a Chairperson;
2. Confirming the correctness of the summoning of the Ordinary General Meeting and its power to adopt binding resolutions; checking the attendance list;
3. Adoption of a resolution on the agenda of the meeting;
4. Consideration and approval of the report of the Supervisory Board on the results of audit results with respect to statements, as mentioned in point 5 and point 6 of this agenda, evaluation of the Company's situation and conclusions of the Management Board with respect to the distribution of the Company’s profit;
5. Consideration and adoption of resolutions on approving the Management report on activities of the Company and the financial statement of the Company for 2011;
6. Consideration and adoption of a resolution on approving the consolidated financial statement of the Trakcja - Tiltra S.A. Capital Group for 2011 and the report on activities of the Trakcja - Tiltra S.A. Capital Group for 2011;
7. Adoption of the resolution on the distribution of the Company’s profit for 2011;
8. Adoption of a resolution on the granting of acknowledgement of the performance of duties to the members of the Management Board of the Company in 2011;
9. Adoption of a resolution on the granting of acknowledgement of the performance of duties to the members of the Supervisory Board of the Company in 2011;
10. Closing the Ordinary General Meeting.

 

 

 

1. The date of registering the participation in the Ordinary General Meeting.

 

May 1, 2012 shall be the date of registering the participation in the Ordinary General Meeting (hereinafter referred to as the „"Registration Date").

 

1. The right to participate in the Ordinary General Meeting.

 

Only the persons who are shareholders of Trakcja - Tiltra S.A. may be granted the right of participation.

 

In order to exercise the right of participation, a holder of dematerialized shares of the Company should file with an entity holding its securities a request to issue a personal certificate which gives the right to participate in the Ordinary General Meeting, not earlier than following the announcement of convening the Ordinary General Meeting and not later than on the first working day following the Date of Registration.

A list of shareholders entitled to participate in the Ordinary General Meeting shall be determined by the Company on the basis of the register submitted by the entity holding securities in compliance with the provisions of law related to trading of financial instruments. The entity holding the securities shall prepare the list on the basis of registers submitted by the entitled entities not later than twelve days before the Ordinary General Meeting, in compliance with the provisions of law related to trading of financial instruments. The lists submitted with the entity holding the securities are based on personal certificates issued with respect to the right of participation in the Ordinary General Meeting of the Company. The Company's shareholder may request the list of shareholders entitled to participate in the Ordinary General Meeting to be sent free of charge via electronic mail, indicating the electronic mail address, to which such list should be forwarded. The aforesaid request may be sent in electronic form to the following e-mail address: sekretariat@trakcja.com.

 

Holders of registered shares and temporary certificates as well as pledgees and users with the right to vote are entitled to participate in the Ordinary General Meeting provided that they are entered into the share register on the Registration Date.

 

The list of shareholders entitled to participate in the Ordinary General Meeting shall be made available at the Company's office at the following address: ul. Złota 59, 18th floor, 00-120 Warsaw, from 8:00 a.m. to 4:00 p.m., three days before the Ordinary General Meeting.

 

The persons entitled to participate in the Ordinary General Meeting are requested to register and collect a ballot directly before the beginning of the meeting.

 

The electronic communication between the shareholders and the Company takes places via electronic mail: sekretariat@trakcja.com.

 

1. The right of the shareholder to request certain matters to be added to the agenda of the Ordinary General Meeting.

 

The shareholder or shareholders representing at least one-twentieth of the Company's share capital may request that certain matters are added to the agenda of the Ordinary General Meeting. The shareholder's or shareholders' request shall be submitted to the Management Board of the Company not later than twenty one days prior to the scheduled date of the Ordinary General Meeting. The request shall contain include a rationale or draft resolutions on the proposed item to be added to the agenda. The documents confirming the shareholder's powers to file such request should be enclosed therewith. The request may be filed in writing or in electronic form by using the form available at: http://www.trakcja.com.

 

1. The shareholder's right to propose draft resolutions on matters included in the agenda of the Ordinary General Meeting or matters to be added to the agenda prior to the date of the Ordinary General Meeting.

 

Prior to the date of the Ordinary General Meeting, the shareholder or shareholders representing at least one-twentieth of the Company's share capital may submit to the Company, in writing or in electronic form by using the form available at: http://www.trakcja.com, draft resolutions on matters included in the agenda of the Ordinary General Meeting or matters to be added to the agenda. The documents confirming the shareholder's powers to file such request should be enclosed therewith. The Company shall immediately publish the draft resolutions on its website.

 

1. The shareholder's right to submit draft resolutions on matters included in the agenda during the Ordinary General Meeting.

 

Each shareholder may report draft resolutions on matters included in the agenda during the Ordinary General Meeting.

 

1. The manner of exercising the right to vote by an attorney.

 

The shareholder being a private person may participate in the Ordinary General Meeting and exercise the right to vote personally or through the attorney. The shareholder not being a private person may participate in the Ordinary General Meeting and exercise the right to vote through a person entitled to make a declaration of will on the shareholder's behalf or through the attorney.

 

The attorney shall exercise all rights of the shareholder during the Ordinary General Meeting unless the power of attorney provides otherwise. The attorney may grant the power of attorney to further attorneys if the power of attorney stipulates so. The attorney may represent multiple shareholders and each shareholder's share entitles the attorney to vote differently. A shareholder who holds share on more than one securities account may authorize separate attorneys to exercise the rights attached to shares held on each such account.

 

The power of attorney to participate in the Ordinary General Meeting and exercise the right to vote may be granted in writing or in electronic form by using forms available at: http://www.trakcja.com. The power of attorney granted in writing should be sent to the Company in original or certified copy.

 

The power of attorney to participate in the Ordinary General Meeting and exercise the right to vote should be delivered at the date of the Ordinary General Meeting at the latest (until 10.00). The Company should be notified of the granting of the power of attorney in electronic form, by using the means of electronic communication, by sending the information via e-mail to the following address: sekretariat@trakcja.com. The power of attorney should be sent in such a manner that it is possible to efficiently verify its validity. Therefore, the power of attorney sent via e-mail should be in PDF format. The information on the granting of the power of attorney should include the attorney's and shareholder's names and last names, indicating the following data:

- in case of private persons: name(-s), last names, ID number and series, address, telephone number, e-mail address;

- in case of other entities: the business name (company), registration number at the relevant register, telephone number and e-mail address. In case of corporate bodies, the PDF copy of the extract from the relevant register, not older than 3 months, should be enclosed with the power of attorney. The information on the granting of the power of attorney should also define its scope, i.e. the number of shares entitling to the right to vote and the date of the Ordinary General Meeting. The granting of the power of attorney in electronic form does not require providing a secure electronic signature.

 

The Company shall reserve its right to take actions in order to identify the shareholder and the attorney as well as to verify the validity of the submitted power of attorney granted in electronic form. The verification procedure may include questions addressed to the shareholder or the attorney in electronic form or by telephone in order to confirm granting the power of attorney and its scope. If the shareholder or the attorney fails to confirm the granting of the power of attorney or if the Company does not obtain answers to the questions asked on the date of the Ordinary General Meeting at the latest (until 10:00 a.m.), the Company shall be entitled to refuse admission of the attorney to participate in the Ordinary General Meeting.

 

The copy from the relevant register (in original or certified copy), not older than 3 months, confirming the attorney's appointment to represent the shareholder should be enclosed with the power of attorney (series of the powers of attorney).

 

The valid extract from the register of entrepreneurs kept for the shareholder not being a private person should include entries related to persons granting the power of attorney on the shareholder's behalf not being a private individual.

 

The Members of the Management Board of the Company may be the shareholder's attorneys during the Ordinary General Meeting.

 

If the attorney at the Ordinary General Meeting is a Member of the Management Board, Member of the Supervisory Board, loss adjuster, employee of the Company or member of the Company's bodies or employee of the Company's subsidiary, the power of attorney may authorize to representation at only one Ordinary General Meeting. The attorney shall inform the shareholder of any circumstances indicating to the existence or a possibility of conflict of interests. The granting of further power of attorney shall be excluded. Such attorney shall vote in compliance with the guidelines as provided by the shareholder.

 

1. The participation in the Ordinary General Meeting using means of electronic communication.

 

The Company does not allow participation and voting in the Ordinary General Meeting using electronic means of communication.

 

1. The manner of exercising the right to vote by mail or using electronic means of communication.

 

The Company does not allow voting by mail or using electronic means of communication.

 

1. The manner of exercising the right to vote in the Ordinary General Meeting using electronic means of communication.

 

The Company does not allow voting in the Ordinary General Meeting using electronic means of communication.

 

1. Access to documentation.

 

The full text of the documents that are to be discussed at the Ordinary General Meeting, draft resolution and any other information may be obtained as of the date of convening the Ordinary General Meeting, at the Company's office at ul. Złota 59, 18th floor, 00-120 Warsaw or on the Company's website www.trakcja.com in the menu "Investor Relations\General Meeting\2012\Ordinary General Meeting 2012”.

 

Any comments of the Management Board of the Company of the Supervisory Board of the Company with respect to matters included in the agenda of the Ordinary General Meeting or matters to be added to the agenda prior to the date of the Ordinary General Meeting shall be available on the Company's website immediately after they were made.

 

Legal basis:  § 38 paragraph 1 point (1) of the Ordinance of the Minister of Finance of February 19, 2009 concerning the current and periodic information provided by securities issuers and the criteria for equivalent information required by the acts of law of non-member states.

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