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Kredyt Inkaso S.A.

Pre-Annual General Meeting Information Feb 28, 2025

5677_rns_2025-02-28_eb88e907-55ce-4635-a903-34f00efdc63a.pdf

Pre-Annual General Meeting Information

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ANNOUNCEMENT OF THE MANAGEMENT BOARD OF KREDYT INKASO S.A. ON CONVOCATION OF THE EXTRAORDINARY GENERAL ASSEMBLY

The Management Board of Kredyt Inkaso Spółka Akcyjna (hereinafter referred to as the "Company") with its registered office in Warsaw, ul. Postępu 21B (02-676 Warsaw), entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS no. 0000270672, with share capital of PLN 12,897,364.00, Tax Identification Number 922-254-40-99, acting pursuant to Art. 399 § 1 in connection with art. 4021 § 1, as well as § 7 section 4 of the Company's Articles of Association, hereby convenes the Extraordinary General Assembly of the Company (hereinafter: "General Assembly").

1. Date, time and place of the General Assembly

General Assembly will be held on March 26, 2025 at 11:30 a.m. in Warsaw, 69 Chmielna Street, Varso Tower (floor 35, office of the law firm Baker McKenzie Krzyżowski i Wspólnicy sp.k.), 00-801 Warsaw.

2. Agenda

    1. Opening the General Assembly.
    1. Electing the Chairman of the Assembly.
    1. Confirming that the General Assembly was convened correctly and is competent to adopt resolutions.
    1. Approving the agenda.
    1. Adopting a resolution on approval of actions taken by the Management Board as part of the review of strategic options
    1. Adopting a resolution on the merger of the Company with BEST Spółka Akcyjna, registered office in Gdynia, National Court Register No. (KRS): 0000017158 ("BEST"), and the consent to the proposed amendments to the Articles of Association of BEST.
    1. Adopting a resolution on approving the completion of the review of strategic options.
    1. Closing the General Assembly.

3. Date of registration of participation in the General Assembly

The date of registration of participation in the General Assembly is March 10, 2025 (hereinafter: "Registration Date").

4. A shareholder's right to request that certain issues to be placed on the General Assembly agenda

A shareholder or shareholders representing at least one-twentieth of the Company's share capital have the right to request that certain issues be placed on the agenda of the General Assembly. The request should be submitted to the Company's Management Board no later than 21 (twenty-one) days before the scheduled date of the General Assembly (i.e. no later than March 5, 2025).

The request shall include a justification and a draft resolution regarding the proposed agenda item. The request may be submitted in writing at the registered office of the Company at 21B Postępu St., 02 - 676 Warsaw, or electronically and sent only to the e-mail address: [email protected]. For information, you may contact by phone at +48 22 212 57 00. The deadline for submitting the above request will be determined by the date of its receipt by the Company or, if electronic form is used, by the date on which the above request is placed in the Company's electronic mail system (received on the Company's mail server).

If no justification for the draft resolution is provided with the request, the Management Board of the Company shall request the shareholder or shareholders making the request to provide such justification immediately.

The shareholder(s) should demonstrate their ownership of the sufficient number of shares as of the date of submitting the request by attaching to the request a share certificate/certificates or a certificate issued by the entity keeping the securities account. In addition, shareholders:

  • a) being natural persons should submit copies of their ID cards with data necessary to identify the shareholder, i.e. name, surname, PESEL, number and series of ID card and a clear photo (passport or other document allowing to identify the shareholder; in the case of an application sent electronically, a scan of these documents),
  • b) being legal entities or organizational units referred to in Article 331 of the Civil Code, should send an extract from the register into which the entity is entered (in the case of the request sent electronically – a scan of these documents),
  • c) making the request by a proxy acting on behalf of a shareholder or shareholders the proxy should submit with the request documents confirming his authority to act on behalf of the shareholder or shareholders.

If a request is submitted electronically, all documents should be sent in PDF format.

All documents transmitted to the Company, including those sent electronically, should be translated into Polish by a sworn translator. It is permissible to transmit a document bearing the Apostille clause.

The Company may take appropriate measures to identify the shareholder and his proxy, in order to verify their rights exercised by means of electronic communication.

Requests submitted by means of electronic communication other than through the e-mail address indicated above or without complying with the requirements set forth above shall not evoke legal effect in relation to the Company and shall not be taken into consideration.

The Company's Management Board will immediately, but no later than 18 (eighteen) days prior to the scheduled date of the General Assembly, announce any changes to the agenda made at the request of a shareholder or shareholders. The announcement of the new agenda will be posted on the Company's website at https://relacjeinwestorskie.kredytinkaso.pl in the "Stock Exchange" section under "General Meetings".

5. A shareholder's right to submit draft resolutions on issues placed on the General Assembly agenda or issues which are to be placed on the agenda before the date of the General Assembly

A shareholder or shareholders representing at least one-twentieth of the Company's share capital may, prior to the date of the General Assembly, submit in writing at the Company's registered office at ul. Postępu 21B, 02 - 676 Warsaw, or using electronic means of communication by sending only to the following e-mail address: [email protected] draft resolutions on the matters included in the agenda of the General Assembly or matters to be included in the agenda.

Along with the draft resolution, the shareholder or shareholders shall present a justification for the resolution. If no justification for such a draft resolution is submitted along with the draft resolution, the Management Board of the Company or the Chairperson of the General Meeting shall request the shareholder(s) making the request to present such justification immediately.

The shareholder(s) should demonstrate their ownership of the sufficient number of shares as of the date of submitting the request by attaching to the request a share certificate/certificates or a certificate issued by the entity keeping the securities account. In addition, shareholders:

  • a) being natural persons should submit copies of their ID cards with data necessary to identify the shareholder, i.e. name, surname, PESEL, number and series of ID card and a clear photo (passport or other document allowing to identify the shareholder; in the case of an application sent electronically, a scan of these documents),
  • a) being legal entities or organizational units referred to in Article 331 of the Civil Code, should send a copy of the relevant register (in the case of an application sent electronically, a scan of this document) in which the entity is registered,
  • b) making the request by a proxy acting on behalf of a shareholder or shareholders the proxy should submit with the request documents confirming his authority to act on behalf of the shareholder or shareholders.

If a request is submitted electronically, all documents should be sent in PDF format.

All documents transmitted to the Company, including those sent electronically, should be translated into Polish by a sworn translator. It is permissible to transmit a document bearing the Apostille clause.

The Company may take appropriate measures to identify the shareholder and his proxy, in order to verify their rights exercised by means of electronic communication.

Requests submitted by means of electronic communication other than through the e-mail address indicated above or without complying with the requirements set forth above shall not evoke legal effect in relation to the Company and shall not be taken into consideration.

6. A shareholder's right to submit draft resolutions on issues placed on the agenda during a General Assembly

Each shareholder entitled to participate in the General Assembly may submit drafts of resolutions concerning the issues placed on the agenda.

7. Exercising voting rights by a proxy

A shareholder may participate in the General Assembly and exercise voting right in person or by a proxy.

A proxy to vote shall be granted in writing or in electronic form. Granting of a proxy in an electronic form shall not require including a safe digital signature verified by means of a valid qualified certificate. The proxy shall be accompanied by an excerpt from the relevant register valid on the date of granting the power of attorney or other relevant corporate documents confirming the shareholder's authorization to grant the power of attorney.

The template of the form to exercise a voting right by a proxy has been published on the website: https://relacjeinwestorskie.kredytinkaso.pl in the "Stock exchange" section in the tab "Shareholder Meetings". A proxy is not obliged to vote using the above-mentioned form.

At the same time, the Management Board of the Company informs that if a shareholder grants a proxy with the voting instruction, the Company shall not verify if proxies exercise voting rights according to the instructions which they received from shareholders.

The method of notifying the Company by means of electronic communication of the granting of a proxy:

A shareholder is obliged to send a notice of granting a proxy in electronic form to Kredyt Inkaso S.A. by sending a message to the e-mail address: [email protected] no later than on March 25, 2025, 2:00 p.m. Polish time. Along with the notice of granting a proxy in electronic form, the shareholder shall send:

  • a) the content of the power of attorney granted,
  • b) a copy of a document containing the necessary data to identify the proxy (identity card, passport or other document), i.e. name, surname, PESEL number, number and series of identity card with indication of the date and the authority which issued it, and a clear photograph. If the proxy is a legal person or an organizational unit referred to in Article 331 of the Civil Code, the shareholder as the principal shall additionally send a copy of the register in which the proxy is registered,
  • c) for shareholders who are natural persons attach a copy of a document containing the necessary data to identify the principal (identity card, passport or other document), i.e. name, surname, PESEL number, number and series of identity card with indication of date and authority which issued it, and a clear photograph. For shareholders who are legal entities or an organizational unit referred to in Article 331of the Civil Code. - a copy of the register in which the principal is registered should be attached.

The e-mail message and the written notification of the Company about the granted proxy, containing the proxy document signed by the shareholder in PDF format or a photocopy, shall be accompanied by a photocopy or scan in PDF, tiff or jpeg format of the certificate issued by the entity maintaining the securities account regarding the right to participate in the General Assembly. If the notification not comply the above requirements, the Company shall immediately inform the notifying entity, pointing out the shortcomings in the notification. Lack of notification or notification made in violation of the above-mentioned requirements is taken into account when assessing whether the proxy is legally authorized to represent the shareholder at the General Assembly. In particular, it may constitute a basis for preventing or excluding a given person from participating in the General Assembly.

Documents sent electronically should be translated into Polish by a sworn translator. It is permissible to send by this means a document bearing the Apostille clause.

All documents referred to above should be sent by means of electronic communication to the e-mail address: [email protected].

In the case the notification of granting a proxy is sent electronically, apart from the documents referred to in item 4 and 5 above, the shareholder or the person authorized to attend the General Assembly shall also send at the above-mentioned e-mail address the information about the kind and number of the document by which the proxy shall be identified at the General Assembly.

The above provisions shall be applied respectively to notifications of revocation of the proxy in the electronic form.

The above provisions do not exempt the proxy from the obligation to present, when drawing up the attendance list of persons entitled to participate in the General Assembly, documents for his/her identification.

The Company may undertake relevant actions aimed at identifying a shareholder and their proxy, in order to verify their entitlements exercised by means of electronic communication.

Notifications submitted by shareholders in the manner other than by means of the e-mail address indicated above, or not complying with the above-mentioned requirements, shall not evoke legal effect in relation to the Company, and shall not be taken into consideration as such.

Power of attorney in writing:

In the case the proxy is granted in writing, the original proxy document must be left with the Company.

Moreover, while drawing up the attendance list, proxies of the shareholder/shareholders should show their identity card, passport or other reliable document enabling their identification on the grounds of which it is possible to identify them. The right to represent a shareholder who is not a natural person, shall result from the current extract from a relevant register (submitted in original or a copy certified for being true to original by a public notary or a legal counsel) and from a sequence of proxies.

8. The possibility and manner of participating in a General Assembly by electronic means of communication

The Company does not provide for the possibility of participation in the General Assembly by means of electronic communication.

9. The manner of speaking at a General Assembly by electronic means of communication

The Company does not provide for the possibility of speaking at the General Assembly using electronic communications.

10. Manner of voting by mail or with the use of electronic means of communication

The Company does not provide for the possibility of exercising voting rights by mail or using electronic communication means during the General Assembly.

11. The shareholder's right to raise questions concerning issues that are placed on the General Assembly agenda

During the course of the General Assembly, each shareholder has the right to ask questions regarding matters on the agenda of the General Assembly and participate in the discussion in accordance with the rules set forth in the Regulations of the General Assembly of Kredyt Inkaso S.A., available on the Company's website at https://relacjeinwestorskie.kredytinkaso.pl in the "About Us" section under "Corporate Governance".

12. The right to participate in the General Assembly

The right to participate in the General Assembly of Kredyt Inkaso S.A. shall be granted to individuals who:

  • a) will be shareholders of Kredyt Inkaso S.A. on the Registration Date,
  • b) not earlier than on the date of the convocation of the General Assembly till March 11, 2025 (first working day after Registration Date) shall request the entity keeping the securities account to which the Company's shares are deposited, to issue a registered certificate of entitlement to participate in the General Assembly of the Company.

It is recommended that the shareholders collect the issued certificate of entitlement to participate in the General Assembly and bring it to the Extraordinary General Assembly.

Pledgees and usufructuaries with voting rights have the right to participate in the General Assembly if the establishment of a limited property right in their favour is registered in the securities account on the date of registration of participation in the General Assembly.

13. Shareholders list

The Company shall determine the number of shareholders entitled to participate in the General Assembly based on the list received from the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych, KDPW), and drawn up on the basis of registered certificates of entitlement to participate in the General Assembly issued by the entities keeping securities accounts.

Three working days prior to the date of the Extraordinary General Assembly (i.e., March 21, March 24, March 25, 2025), the list of shareholders entitled to participate in the Extraordinary General Assembly shall be made available in the Company's registered office in Warsaw at 21B Postępu St., III FLOOR (Park Postępu) at the secretariat front desk, from 8:00 am to 3:00 pm.

A shareholder shall be entitled to request to have the list of shareholders sent to him by electronic mail, free of charge, and shall provide the address where the list should be sent. The request shall be sent to the e-mail address [email protected]. The list of shareholders shall be sent in the PDF format. Along with the request to have the list available or sent, the shareholder is obliged to prove their identity and status as a shareholder of Kredyt Inkaso S.A. in the manner referred to above. For this purpose, it is possible to present the certificate of entitlement to participate in the General Assembly or a share certificate.

14. Admission to participate in the General Assembly

Shareholders shall be admitted to participate in the General Assembly after presenting their identification cards whereas the proxies shall be admitted to participate after presenting their identity cards and valid proxies granted to them in writing or electronically (a proxy should present the printout of a proxy document). Representatives of legal persons or organizational units not being legal persons should additionally present current extracts from relevant registers, listing persons entitled to represent those entities. The Company may take appropriate measures to identify the shareholder and his proxy, in order to verify their rights exercised by means of electronic communication.

Shareholders and the shareholders' proxies attending the Company's General Assembly, when signing the attendance list, should present their identity cards, passports or other documents enabling their identification, containing necessary information i.e. name, surname, PIN, series and number of identity card and clear photo. The right to represent a shareholder not being a natural person, shall result from the current extract from a relevant register (submitted in original or a copy certified for being true to original by a notary public or a legal counsel) and a sequence of proxies.

Documents in a foreign language should be translated into Polish by a sworn translator, an Apostille document should also be attached. The right to represent a shareholder who is an individual should be evident from the power of attorney submitted when signing the attendance list.

15. Making documentation available

Persons entitled to participate in the General Assembly may receive the comprehensive documentation that is to be presented at the General Assembly and draft resolutions in the registered office of Kredyt Inkaso S.A. at the address: 21B Pasteup St., 02-676 Warsaw, or on the Company's website: https://relacjeinwestorskie.kredytinkaso.pl in the "Stock exchange" section in the tab "Shareholder Meetings".

Draft resolutions submitted in accordance with the provisions of the Commercial Companies Code by an authorized shareholder or shareholders prior to the date of the General Assembly shall be made available by the Company on its website as indicated above immediately upon receipt.

16. Website address

All information regarding the General Assembly will be available on the Company's website at https://relacjeinwestorskie.kredytinkaso.pl in the "Stock Exchange" section under the "Shareholder Meetings" tab. If you have any questions or concerns about attending the General Assembly, please contact the Company at the indicated email address: [email protected].

17. Drafts of resolutions of the General Assembly

The Management Board publishes the contents of drafts of resolutions together with attachments to these drafts, which are to be the subject matter of the Extraordinary General Assembly.

Drafts of resolutions together with attachments are presented in a separate document.

The Management Board of Kredyt Inkaso S.A.

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