Pre-Annual General Meeting Information • Sep 5, 2023
Pre-Annual General Meeting Information
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InPost S.A. (InPost) has decided to hold its Extraordinary General Meeting (the EGM) on 5 October 2023 at 9.00 CEST. The EGM can be attended in person or by proxy.
Arrangements are made for shareholders to exercise their voting rights at the EGM (for those attending in person) or electronically in advance of the EGM until 4 October 2023, 12:00 CEST. Shareholders are kindly referred to www.abnamro.com/evoting for more details on how to exercise their electronic voting right.
Questions regarding the agenda items can be submitted prior to the EGM in writing ultimately by 18:00 CEST on 2 October 2023. The Shareholders will also be allowed to ask questions during the EGM.
More information on how to exercise voting rights or submit questions can also be found under "General Information" in this convening notice.
Société Anonyme Registered office: 70, route d'Esch L - 1470 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B 248669
Dear Shareholder,
We have the pleasure of inviting you to the Extraordinary General Meeting (the EGM) of InPost S.A. (InPost or the Company).
DATE: 5 October 2023
TIME: 9.00 CEST
LOCATION: Sofitel Le Grand Ducal, 35 Rue du Laboratoire, -L1911 Luxembourg
The Company intends to appoint Mark Robertshaw, Supervisory Board member and chairperson as Chairman, Jelena Orlic or any other lawyer or employee of Stibbe Avocats, as Scrutineer and Eliane Koelmans as Secretary for the purposes of constituting the bureau of the EGM. If the Chairman cannot, for any reason whatsoever, attend the EGM, a member of the Supervisory Board appointed by him may be appointed and in the absence of such appointment, any other person as determined by the Supervisory Board may be appointed as Chairman subject to the terms of article 11.25 of the articles of association of InPost (the Articles of Association).
This invitation to the EGM must be read in conjunction with the following documents all of which will be made available on the corporate website of InPost:
InPost S.A. The Management Board Luxembourg, 5 September 2023
Société Anonyme Registered office: 70, route d'Esch L - 1470 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B 248669
In accordance with article 20.15 of the Articles of Association, the Supervisory Board submits a nomination for the appointment of Ms. Magdalena Dziewguć as member of the Supervisory Board. If appointed, Ms. Magdalena Dziewguć will be serving as member of the Supervisory Board with effect as of 5 October 2023 for a term of 4 years until the Annual General Meeting of Shareholders to be held in 2027.
Ms. Magdalena Dziewguć (born 1978) currently serves as member of the leadership team of Google in Poland and brings significant and relevant experience of technology and digital businesses as well as a deep knowledge of the Polish market overall and its digital ecosystem in particular. She furthermore serves as member of the Supervisory Board of BNP Paribas Bank Polska and the Advisory Board of the Warsaw Polytechnic University. She held previous positions at Exatel S.A., Polkomtel Sp. Z.o.o and Orange Poland.
Ms. Magdalena Dziewguć will also be appointed as member of InPost's Remuneration, Appointment and Selection Committee.
The terms and conditions of Ms. Magdalena Dziewguć's contract comply with the Remuneration Policy of InPost adopted on 17 May 2023.
The proposed appointment is consistent with the Supervisory Board Profile and also with the Diversity Policy.
The general meeting of shareholders decides to appoint Ms. Magdalena Dziewguć as member of the Supervisory Board with effect as of 5 October 2023 for a period of 4 years until the Annual General Meeting of Shareholders to be held in 2027.
In accordance with article 20.15 of the Articles of Association, the Supervisory Board submits a nomination for the appointment of Mr. Jiří Šmejc as member of the Supervisory Board. If appointed, Mr. Jiří Šmejc will be serving as member of the Supervisory Board with effect as of 5 October 2023 for a term of 4 years until the Annual General Meeting of Shareholders to be held in 2027.
Mr. Jiří Šmejc (born 1971) currently serves as Chief Executive Officer of PPF Group N.V. Jiří Šmejc is a graduate of the Faculty of Mathematics and Physics at Charles University in Prague. He has founded
multiple companies in the IT consulting and M&A sectors. Joining PPF Group N.V. in 2004 with a 5% stake, Jiri Šmejc held numerous senior management positions, including a member of the board of directors of Generali PPF Holding and CEO at Home Credit Group. In 2012, he set up his own investment group EMMA Capital. In May 2022, he took over the management of PPF Group N.V..
With the proposed nominations, InPost's Supervisory Board will comprise 9 members, of which 6 are independent and 3 are non-independent.
The terms and conditions of Mr. Jiří Šmejc contract comply with the Remuneration Policy of InPost adopted on 17 May 2023.
The proposed appointment is consistent with the Supervisory Board Profile and also with the Diversity Policy.
The general meeting of shareholders decides to appoint Mr. Jiří Šmejc as member of the Supervisory Board with effect as of 5 October 2023 for a period of 4 years until the Annual General Meeting of Shareholders to be held in 2027.
The EGM will validly deliberate on all resolutions on the agenda regardless of the number of shareholders present and of the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented. Each share is entitled to one vote.
Société Anonyme Registered office: 70, route d'Esch L - 1470 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B 248669
The agenda and explanatory notes thereto, the Remuneration Policy, the Diversity Policy, the Supervisory Board Profile and the Articles of Association are available on the corporate website of the Company as from today at www.inpost.eu.
Hard copies of these documents may also be obtained free of charge upon request sent by email to: [email protected].
One or more shareholders representing together at least 5% of the issued share capital of InPost have the right to place items on the agenda and/or table draft resolutions regarding existing or new agenda items.
Any such request must be received by InPost before 18:00 CEST on 13 September 2023.
The request must be made in writing by e-mail to: [email protected] or postal mail (to InPost S.A., for the attention of the Company Secretary, 70, route d'Esch, L - 1470 Luxembourg) and must include either (a) the text of the new agenda item and/or a draft resolution, and a background explanation, or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution and a background explanation.
The request must include the name of a contact person and a contact address (postal address and e-mail) to enable InPost to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were shareholder(s) of InPost for at least (together) 5% on the date of issuance of above mentioned request.
In accordance with article 11.9 of InPost's Articles of Association, the Management Board has determined that persons entitled to attend the EGM on 5 October 2023 shall be those persons who, after all changes have been processed, (i) have these rights on 21 September 2023 after close of trading (the Record Date) and are registered as such in InPost's shareholders register or in the administration held by the intermediaries with Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet giraal Effectenverkeer), i.e., have registered themselves for the EGM in time in accordance with the provisions set forth below.
Shareholders who wish to participate at the EGM in person or by means of a proxy, and are entitled to attend the EGM, are requested to register themselves at the latest on the Record Date via www.abnamro.com/evoting or through their financial intermediary. All relevant information shall be provided to the listing agent (ABN AMRO) or the relevant financial intermediary as of the Record Date, but no later than 12.00 CEST on 2 October 2023.
In all circumstances, the intermediaries will need to issue a statement via www.abnamro.com/intermediary, no later than 18:00 CEST on 3 October 2023, stating that the shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration (the Registration Note).
In addition, the intermediaries are requested to include the full address details of the relevant ultimate beneficial holders to be able to verify the shareholding on the Record Date in an efficient manner.
Shareholders who have registered for the EGM and do not wish to attend the EGM are only entitled to exercise their voting rights through a voting instruction or by a proxy in advance of the EGM until 4 October 2023, 12:00 CEST via www.abnamro.com/evoting.
For more details on how to exercise electronic voting rights please visit www.abnamro.com/evoting.
For shareholders that have registered in accordance with the provisions set forth above, InPost will provide the opportunity to attend the meeting in person.
Admission will take place at the reception desk at the venue of the EGM between 8.30 CEST and 8.55 CEST, with 9.00 CEST being the start of the EGM on 5 October 2023. It is not possible to be admitted after this time. Attendees may be asked to identify themselves prior to being admitted to the EGM and are therefore requested to bring a valid identification document. Access may be declined in case no proof of registration or identification can be provided.
Shareholders who wish to ask questions on any agenda item, are strongly encouraged to submit any questions in advance by sending an e-mail [email protected]. When submitting one or more questions please ensure to also provide the shareholder's full name and address and a proof of ownership of InPost shares
Société Anonyme Registered office: 70, route d'Esch L - 1470 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B 248669
as at the Record Date (as defined here before) issued by a financial intermediary. Kindly note that the deadline for submitting questions in advance is no later than 18:00 CEST on 2 October 2023.
A shareholder may also ask questions during the meeting. It is at the discretion of the chairperson of the EGM to bundle questions, limit the number of questions per agenda item, or to determine that some questions will be answered after the EGM, for example in the case of time constraints.
ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1000 EA Amsterdam The Netherlands
InPost S.A. 70, route d'Esch L - 1470 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 248669
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