91/2013 - Information on convening of an Extraordinary General Meeting
Management Board of Trakcja SA (“Company”) with its registered seat in Warsaw (address: ul. Złota 59, XVIII floor, 00-120 Warsaw) , entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000084266, with share capital of PLN 41,119,638.40 - fully paid up (the "Company"), pursuant to art. 399 § 1 in conjunction with art. 4021 and art. 4022 of the Commercial Companies Code (the "CCC") and art. 8.2 and 10 of the Articles of Association, shall convene an Extraordinary General Meeting of Trakcja SA on 27 November 2013, at 9.00 am in Warsaw, Skylight building, ul. Złota 59, XVIII floor, with the following agenda:
- Opening of the Meeting and adoption of a resolution on the election of the Chairman of the Meeting;
- Validation of the convening the Extraordinary General Meeting and its ability to adopt resolution; check the attendance list;
- Adoption of a resolution on the adoption of the agenda;
- Adoption of a resolution on the merger of the Company with the company under the name of Przedsiębiorstwo Robót Kolejowych i InżynieryjnychSA based in Wroclaw;
- Closing of the Extraordinary General Meeting.
Draft resolutions of the Extraordinary General Meetingof Shareholders
Draft resolutions of the Extraordinary General Meeting of Shareholders constitutes appendix no. 1 to this report. The merger plan (annexed to the resolution of the junction) has been published on the websites of both the merging companies on October 26, 2013 and given the current report number 85/2013. Justification of the planned merger was presented in the current report No. 81/2013.
Record Date regarding the attendance to the Extraordinary General Meeting.
The Record Date for the Extraordinary General Meeting shall be 11November 2013 (the "Record Date").
Information about the right to participate in the Extraordinary General Meeting.
Persons who are shareholders of the Company on the Record Date shall have the right to participate in the Extraordinary General Meeting.
In order to exercise the right to participate in the Extraordinary General Meeting any person holding dematerialized shares of the Company should submit no earlier than after the announcement convening the Extraordinary General Meeting and no later than on the first working day after the Record Date a request for issuing a certificate of entitlement to participate in the Extraordinary General Meeting to the entity maintaining the securities account.
The list of shareholders entitled to participate in the Extraordinary General Meeting shall be determined by the Company on the basis of the list prepared by the entity keeping the securities in accordance with the regulations on trading in financial instruments. The entity keeping the securities shall draw up a list on the basis of lists submitted no later than twelve days prior to the date of the Extraordinary General Meeting by authorized entities, in accordance with the regulations on trading in financial instruments. Lists delivered to the entity keeping the securities shall be drawn up on the basis of issued certificates of entitlement to participate in the Extraordinary General Meeting of the Company. Shareholder may request delivery of a copy of the list of shareholders entitled to participate in the Extraordinary General Meeting by email, stating the e-mail address to which it should be sent. The request can be sent in electronic form to the e-mail address: sekretariat@trakcja.com.
Holders of registered shares and temporary certificates, as well as lien holders and users, who are entitled to vote, are entitled to attend the Extraordinary General Meeting if they are entered in the share register on the Record Date.
The list of shareholders entitled to participate in the Extraordinary General Meeting will be available at the Company's registered office at ul. Złota 59, XVIII floor, 00-120 Warsaw, from 8.00 to 16.00 three days prior to the date of the Extraordinary General Meeting, i.e. 22 November 2013 (Friday), 25 November 2013 (Monday) and 26 November 2013 (Tuesday).
Persons entitled to attend the Extraordinary General Meeting are requested to register and collect the ballot papers immediately before the start of the meeting.
Electronic communication between shareholders and the company shall be by e-mail sent to address: sekretariat@trakcja.com.
Shareholder's right to request specific issues to be put on the agenda of the Extraordinary General Meeting.
A shareholder or shareholders representing at least one twentieth of the share capital may request that certain issues to be put on the agenda of the Extraordinary General Meeting. The request of a shareholder or shareholders shall be submitted to the Management Board not later than twenty one days before the date of the General Meeting. The request should include a justification or drafts of resolutions on the issues to be put on the agenda. The request must be accompanied by documents certifying the right to submit a request. The request may be submitted in writing or in electronic form using the form at: http://www.trakcja.com.
Shareholder's right to submit draft resolutions on issues included in the agenda of the Extraordinary General Meeting, or issues to be placed on the agenda prior to the date of the Extraordinary General Meeting.
A shareholder or shareholders representing at least one twentieth of the share capital of the Company may, before the date of the Extraordinary General Meeting, submit to the Company in writing or by electronic means using the form at: http://www.trakcja.com draft resolutions on issues included in the agenda Extraordinary General Meeting, or issues to be placed on the agenda. It is necessary to attach documents confirming the right to submit a request. The Company shall immediately publish the draft resolutions on the website.
Shareholder's right to submit draft resolutions on issues included in the agenda during the Extraordinary General Meeting.
Each shareholder shall be entitled to submit during the Extraordinary General Meeting draft resolutions on issues included in the agenda.
The manner of exercising voting rights by proxy.
A shareholder who is a natural person may participate in the Extraordinary General Meeting and vote in person or by proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise their voting rights by a person authorized to make declarations on its behalf or by proxy.
A proxy may exercise all rights of the shareholder at the Extraordinary General Meeting, unless otherwise stated in the proxy. A proxy may grant further powers of attorney, if the original power of attorney provides for it. A proxy may represent more than one shareholder and vote differently with regards to each shareholder’s shares. A shareholder whose shares are registered in more securities account than one may appoint separate proxies to exercise the rights attached to shares held in each of the accounts.
The power of attorney to attend the Extraordinary General Meeting and exercise voting rights shall be given in writing or in electronic form using the forms 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 authorizing participation and exercising voting rights should be delivered no later than on the date of the Extraordinary General Meeting by 8.00 am. The company should be notified of the award of attorney in electronic form, by means of electronic communication, by sending information to the following e-mail address: sekretariat@trakcja.com. A power of attorney should be submitted in such a way as to ensure effective verification of its validity. For this reason, power of attorney sent by email should be scanned into a PDF file. Information about the authorization should include details of the proxy and the principal, together with the following information:
- In the case of natural persons: name (s), surname, series and number of the identity card, address, telephone number and email address;
- In the case of other entities: name (company), the number of entry in the register, address, telephone number and email address. In the case of legal persons, a scanned into a PDF file copy of the register, not older than 3 months should be attached to the power of attorney. Information about granting a proxy should also include the scope thereof, i.e. the number of shares with regards to which voting rights are to be exercised and the date of the Extraordinary General Meeting at which these rights are to be exercised. Granting power of attorney does not require a secure electronic signature.
The Company reserves the right to take action in order to identify the shareholder and the proxy and to verify the validity of presented power of attorney granted in electronic form.
During the verification process to establish the power of attorney and its scope proxy or a shareholder may be asked specific questions, electronically or by telephone. If a shareholder or a proxy does not confirm the power of attorney or if the Company does not receive answers to the questions before 8.00 am on the date of the Extraordinary General Meeting, the Company reserves the right to refuse to allow the proxy to attend the Extraordinary General Meeting.
The written power of attorney (powers of attorney) granted by the shareholder other than an individual should be accompanied by a copy of the register (the original or a duly certified copy of the original), not older than 3 months, confirming the right to represent the shareholder.
Current excerpt from the business register kept for the shareholder who is not a natural person should contain entries regarding persons giving the power of attorney on behalf of the shareholder who is not a natural person.
Members of the Management Board and employees of the Company may be proxies of the shareholder at the Extraordinary General Meeting.
If a proxy at the Extraordinary General Meeting is a member of the Management Board, Supervisory Board member, liquidator, an employee of the Company or a member of a body or an employee of a subsidiary company or subsidiary cooperative of the Company, the power of attorney may authorize the proxy to represent shareholder only during one General Meeting. The proxy must disclose to the shareholder circumstances indicating an actual or potential conflict of interest. Granting further powers of attorney shall be excluded. Such proxy shall vote in accordance with the instructions given by the shareholder.
Possibility and manner of attendance at the Extraordinary General Meeting of Shareholders, using means of electronic communication.
The Company does not allow to attend the Extraordinary General Meeting of Shareholders and to exercise voting rights during the Extraordinary General Meeting of Shareholders, using means of electronic communication.
Exercising voting rights by mail or by electronic means of communication.
The Company does not allow to exercise voting rights at the Extraordinary General Meeting of Shareholders by mail or using means of electronic communication.
Speaking during the Extraordinary General Meeting by means of electronic communication.
The Company does not allow to raise points during the Extraordinary General Meeting of Shareholders, using means of electronic communication.
Access to documents.
The full text of the documents to be presented at the Extraordinary General Meeting, draft resolutions, and all information is available as of the date of convening the Extraordinary General Meeting in the Company's registered office at ul. Złota 59, XVIII floor, 00-120 Warsaw or on the Company's website at www.trakcja.com in the Investor Relations section\General Meeting\2013\Extraordinary General Meeting of 27.11.2013.
Notes of the Management Board or the Supervisory Board of the Company concerning the matters placed on the agenda of the Extraordinary General Meeting or issues to be placed on the agenda prior to the date of the Extraordinary General Meeting will be available on the Company's website as soon as they are prepared.
Legal basis: § 38.1.1) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-Member State.
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