Pre-Annual General Meeting Information • Oct 21, 2024
Pre-Annual General Meeting Information
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Report Content Title:
Calling an EGM on November 18, 2024.
Legal basis:
Article 56(1)(2) of the Act on Public Offering - current and financialreports
Content of the Report:
The Management Board of XTPL S.A. (the "Company", "Issuer") herebyadvises that an Extraordinary General Meeting of the Company is to takeplace on November 18, 2024 ("General Meeting"). The General Meeting willstart at noon at the Issuer's registered office in Wrocław (54-066), atul. Stabłowicka 147, building no. 3.
Detailed agenda of the General Meeting:
1. Opening the General Meeting.
2. Electing the Chair of the General Meeting.
3. Confirming that the General Meeting has been duly convened and hasthe capacity to adopt resolutions.
4. Adopting the agenda.
5. Presenting the opinion of the Management Board of XTPL S.A.justifying the reasons for disapplying shareholders' preemption rightsto series X shares, and the method of determining the issue price ofseries X shares.
6. Adopting a resolution on increasing the Company's share capital byissuing series X ordinary bearer shares (fully disapplying shareholders'preemption rights), amending the Company's Articles of Association andapplying for the admission and introduction of those shares to tradingon the regulated market.
7. Closing the General Meeting.
The full text of the notice of the General Meeting and the contents ofthe draft resolutions to be adopted at the General Meeting are given inappendices to the report.
In addition, pursuant to Article 402(3) of the Commercial CompaniesCode, the full text of the notice of the General Meeting, together withappendices, including the proxy vote forms, has been published athttps://ir.xtpl.com/pl/spolka/walne-zgromadzenie.
Detailed legal basis: Articles 402(1) and 402(2) of the CommercialCompanies Code and § 19(1)(1) and (2) of the Finance Minister'sOrdinance on current and financial information (...).
a) Notice of the Extraordinary General Meeting;
b) Draft resolutions with a rationale;
c) Opinion of the Management Board;
d) List of amendments to the Articles of Association;
e) Template of a power of proxy for a shareholder;
f) Proxy vote form;
g) Information on the number of shares and votes
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