Current Report No.: 9/2012
Date:
03.16.2012
Convening of an Extraordinary General Meeting of Shareholders of Energomontaż-Południe S.A. for 12 April 2012
Agenda:
1. Opening of the Extraordinary General Meeting of Shareholders.
2. Election of the Chairman of the Extraordinary General Meeting of Shareholders.
3. Confirmation that the Extraordinary General Meeting of Shareholders has been duly convened and is capable of adopting resolutions.
4. Presentation and approval of the agenda of the Extraordinary General Meeting of Shareholders.
5. Election of the Scrutiny Commission.
6. Adoption of resolutions on:
- establishing the number of members of the Supervisory Board,
- changes to the composition of the Supervisory Board.
7. Adoption of a resolution on amending the Regulations of the General Meeting of Shareholders.
8. Motions and remarks from the floor.
9. Closure of the Meeting.
In accordance with Art. 4022 CCC, the Management Board presents the following information:
1. Pursuant to Article 4061 par. 1 of the CCC, only persons who have been shareholders of the Company sixteen days before the date of a General Meeting of Shareholders (the day of registration of participation in the General Meeting of Shareholders), i.e. on 27 March 2012, have the right to participate in the General Meeting of Shareholders of the Company. Persons Authorised under registered shares and temporary certificates and pledgees and those with a right of use and having a voting right, have the right to participate in the General Meeting provided they are entered in the shareholders' register on the date of registration of participation in the Meeting (4061 par. 1 CCC).
2. Bearer shares which take the form of a document provide a right to participate in the General Meeting, provided these documents are submitted to the Company no later than on the date of registering participation in the General Meeting, i.e. 27. March 2012 and are not collected before the end of that day. In place of shares, a certificate may be issued as proof of the submission of shares with a notary, in a bank or with an investment company having its registered office or branch within the territory of the Republic of Poland. The certificate should indicate the numbers attached to the share documents and should ascertain that the share documents will not be released prior to the end of the date for registration of participation in the General Meeting.
3. Pursuant to Art. 406 par. 2 CCC, for the purpose of ensuring participation in the General Meeting, a shareholder entitled to dematerialised bearer shares should request from the entity running the securities account, no sooner than after the announcement of the convening of the General Meeting, i.e. not before 16 March 2012 and no later than on the first weekday after the date of registration of participation in the General Meeting. i.e. 28 March 2012, the issue of a named certificate concerning the right to participate in the Meeting. The certificate should contain all the information referred to in Art. 4063 par. 3 CCC, i.e.:
1) The business name, registered office, address and seal of the issuer and the certificate number,
2) The number of shares,
3) The type of shares and share code,
4) The business name, registered office and address of the company that issued the shares,
5) The par value of the shares,
6) The name and surname or business name of the person entitled under the shares,
7) The registered office (place of residence) and address of the person entitled under the shares,
8) The purpose for which the certificate was issued,
9) The date and place of the issue of the certificate,
10) Signature of the person authorised to issue the certificate.
Certificates of the right to participate in the General Meeting of Shareholders will be the basis for drawing up lists provided to the entity maintaining the securities depository pursuant to the provisions on trading in financial instruments.
Principles governing participation in the Meeting
1. Shareholders may participate in the General Meeting of Shareholders and exercise their voting rights in person or by proxy. Proxies of persons other than natural persons must present current extracts from appropriate registers (e.g. an extract from the National Court Register) that list the persons entitled to represent these entities. A proxy may exercise all of the shareholder's rights at the General Meeting of Shareholders unless the form of proxy states otherwise. A shareholder who has shares recorded on more than one securities account will be able to establish separate proxies to execute rights attached to the shares on each of these accounts.
2. A form of proxy authorising participation in the General Meeting of Shareholders and the exercising of voting rights must be granted in writing or in electronic form. Granting a form of proxy in electronic form does not require an electronic signature verified by a valid qualified certificate. A form of proxy may be granted on a correctly and completely filled out and signed appropriate form, which is available on the company's website: www.energomontaz.pl under the tab Investor Relations/Company Info/General Meeting of Shareholders. A form of proxy granted on the above form as well as notification of granting the form of proxy in some other form should be sent by the shareholder to the Company in PDF or another readable format by the Company to the following email address: pelnomocnictwo.wza@energomontaz.pl. Use of the above form of proxy is not obligatory. The abovementioned form for an electronic form of proxy as well as notification on granting a form of proxy in some other form should where possible be sent by email to the Company no later than 24 hours before the General Meeting in view of the need to conduct relevant verification. Notification on issuing a form of proxy in a manner different from the form mentioned above should contain a precise indication of the proxy and grantor (in the case of natural persons, their given name and surname, series and number of their identity card, passport or other official document confirming the identity of the proxy and grantor, Personal Statistical Number (PESEL) and place of residence, and in the case of other persons, the business name, registered office, address, KRS number or other register number and other necessary data enabling identification, e.g. the Tax Identification Number (NIP)). Instructions on how to exercise one's vote through a proxy is available on the Company's website www.energomontaz.pl under the tab Investor Relations/Company Info/General Meeting of Shareholders.
3. The Company undertakes relevant acts aimed at identifying the shareholder and proxy for the purpose of verifying the validity of the form of proxy granted in electronic form. Verification may consist of a request for confirmation by telephone or email from the shareholder and proxy in order to confirm the grant of the proxy. After arriving at the General Meeting but before signing the attendance list, the proxy should first furnish originals of the appropriate identity documentation for the purpose of confirming his identity.
4. In connection with convening and participating in the shareholders meeting, shareholders are vested with the following entitlements:
- A shareholder or shareholders representing at least 1/20th of the share capital can request that specific items be placed on the agenda of the following General Meeting of Shareholders. A request should be notified to the Company's Management Board no later than 21 days prior to the announced date of the meeting, i.e. by 22 March 2012. The request should include an explanation for or a draft resolution on the proposed agenda item. This request can be submitted in electronic form to the e-mail address of the Company: zmiany.wza@energomontaz.pl
- A shareholder or shareholders representing at least 1/20th of the share capital may prior to the date of the General Meeting submit to the Company in writing, or by electronic means, to the following email address zmiany.wza@energomontaz.pl, draft resolutions on matters introduced to the agenda of the Meeting or matters which are to be placed on the agenda.
- During the General Meeting, each shareholder may submit draft resolutions on matters placed on the agenda.
5. The Company Statute does not permit the possibility to participate in the General Meeting by electronic means, nor does it provide for the possibility of expressing a view during the meeting and exercising votes via electronic means. The Regulations of the General Meeting do not permit voting during a Meeting by mail or by electronic means.
6. A person entitled to participate in a General Meeting may obtain the complete text of the documentation which is to be presented at the Meeting, along with draft resolutions, at the Company's registered office no earlier than one week before the date of the General Meeting. Information on the programme of the General Meeting and associated documentation will be placed on the Company's website: www.energomontaz.pl under the tab Investor Relations/Company Info/General Meeting of Shareholders. Correspondence regarding the General Meeting should be addressed to the following email address:
7. Information on the Meeting is available at: www.energomontaz.pl
Legal grounds: Article 56 par. 1 pt. 2 of the Act on Offerings - current and periodic information
Attachment:
| Current Report No. 9/2012 |  0,23 MB |
