Pre-Annual General Meeting Information • Jun 2, 2022
Pre-Annual General Meeting Information
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The Management Board of CARLSON INVESTMENTS SE with its registered office in Warsaw, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Department of the National Court Register under the KRS number 0000965148, acting pursuant to Art. 395, 399 § 1 and 402 (1) of the Commercial Companies Code, convenes for 29 June 2022 at 12:00 the Ordinary General Meeting, which will be held in Warsaw, in the Notary Public Office Piotr Pełczyński Notary, Al. Niepodległości 217 loc. 7, 02-087 Warsaw.
I. 2. detailed agenda:
1) consideration and approval of the Report of the Management Board on the activities of the Company and the Capital Group for the financial year from 01-01- 2021 to 31-12-2021 ;
2) to consider and approve the Company's Separate Financial Statements for the fiscal year 01-01-2021 to 31-12-2021;
3) to consider and approve the Consolidated Financial Statements of the Company for the financial year from 01-01-2021 to 31-12-2021;
4) Appropriation of net profit for 2021;
5) granting the President of the Management Board a vote of approval for the performance of his duties in 2021;
6) Adoption of the Supervisory Board Report for 2021;
7) acknowledgement of the fulfilment of duties by Members of the Supervisory Board in 2021;
8) increase the Company's share capital, deprive shareholders of pre-emptive rights and amend the Company's Articles of Association.
9) authorizing the Supervisory Board to determine the consolidated text of the Articles of Association.
A shareholder or shareholders representing at least 1/20 of the share capital may request including certain issues in the agenda of the next General Assembly. In compliance with art. 401 sec. 1 of the Commercial Companies Code, the demand should be submitted to the Management Board of the Company not later than twenty one days prior to the proposed date of the General Meeting, i.e. by 7 June 2022, and should include a justification or a draft resolution on the proposed item of the agenda. The request may be submitted in an electronic form to the following email address: [email protected]. The request should be accompanied by relevant documents confirming the entitlement of the shareholder/s (i.e. representing at least 1/20 of the share capital), and if the requester/s is/are not a natural person, it should additionally be accompanied by a current excerpt from the relevant register, in a pdf format. Announcement of changes in the agenda, introduced upon request of the shareholder/s, shall be made within eighteen days before the date of the General Meeting, in a manner appropriate for convening of the General Meeting.
A shareholder or shareholders representing at least 1/20 of the share capital may, prior to the date of the General Meeting, submit to the Company, in writing or using means of electronic communication, to the following e-mail address: [email protected], draft resolutions concerning the issues included in the agenda of the General Meeting or the issues to be included in the agenda. The request should be accompanied by relevant documents confirming the entitlement of the shareholder/s (i.e. representing at least 1/20 of the share capital), and if the requester/s is/are not a natural person, additionally a current excerpt from the relevant register should be attached in .pdf format.
II. Shareholder's right to submit drafts of resolutions regarding issues on the agenda during the General Meeting
Each shareholder may, during the General Meeting, propose draft resolutions concerning the matters placed on the agenda.
II.4 The manner of exercising voting rights by proxy, including information on the forms used during voting by proxy, and the manner of notifying the Company via electronic means of communication of the appointment of a proxy
II.4.1. A shareholder who is a natural person may participate in the General Meeting and exercise its voting right personally or by proxy. A template of a form allowing for the exercise of voting rights by proxy is available on the Company's website at https://carlsonvc.com/.
II.4.2. Shareholder not being natural person may participate in the General Meeting and execute voting right by a person authorized to make declarations of will on his/her behalf or by proxy. The representatives of such entities should present current excerpts from the register listing the persons authorised to represent such entities.
II.4.3 The power of attorney shall be granted in writing or in electronic form.
II.4.4. The notification on granting the power of attorney in the electronic form shall be sent by a shareholder entitled to participate in the General Shareholders Meeting at least 3 days before the date of the General Shareholders Meeting to the following e-mail address: [email protected]. The information on the power of attorney shall also include the scope of the power of attorney by indicating the number of shares from which the voting right will be exercised and the proxy, as well as a copy of the power of attorney document or its content.
II.4.5. In order to verify the validity of the power of attorney granted electronically, the Company has the right to take action related to the identification of the shareholder and the proxy, in particular, it has the right to put a return question in electronic form and the right to contact by phone. Failure to answer the questions during the verification process will be treated as a failure to verify the granting of the power of attorney and will constitute a basis for refusal to allow the proxy to participate in the Shareholder Meeting.
Upon arrival at the General Meeting and before signing the attendance list, the proxy should present the power of attorney document or a copy of the power of attorney granted in the electronic form (printout of the e-mail containing the power of attorney), as well as a document allowing determination of the proxy's identity. In case of a power of attorney granted by a principal who is not a natural person, a current copy of the principal's extract from the relevant register shall be additionally presented.
II.4.7. The proxy shall exercise all rights of the shareholder at the General Shareholders Meeting, unless the power of proxy states otherwise. The proxy may grant further power of attorney if it follows from the content of the power of attorney. The proxy may represent more than one shareholder and vote differently from shares of each shareholder.
II.4.8. A shareholder with shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to the shares registered in each of the accounts.
The Articles of Association of CARLSON INVESTMENTS SE do not provide for the possibility to participate and speak, as well as to exercise voting rights during the General Meeting by means of electronic communication. Casting a vote by correspondence is also not permitted.
III. 1. Pursuant to Article 4061 § 1 of the Commercial Companies Code, the right to participate in the Company's General Meeting is vested only in persons who were shareholders of the Company sixteen days prior to the date of the General Meeting (date of registration of participation in the General Meeting), i.e. on June 13, 2022.
III. 2. Pursuant to Article 4063 § 2 of the Polish Commercial Companies Code, in order to ensure the participation in the General Meeting, a shareholder authorised under dematerialised bearer shares shall request, not earlier than after the announcement of the convocation of the General Meeting and not later than on the first business day after the record date for participation in the General Meeting (i.e. 14 June 2022 ), the entity which maintains the securities account to issue a personal certificate of entitlement to participate in the General Meeting.
The certificate should contain all information referred to in Article 4063 § 1C.C.C. , i.e.:
(1) the name, registered office, address and seal of the issuer and the certificate number;
2) number of shares;
3) a separate designation of shares as referred to in Article 55 of the Act on Trading in Financial Instruments of July 29, 2005;
4) the name, registered office and address of the public company that issued the shares;
5) nominal value of shares;
6) name and surname or business name of the shareholder, pledgee or user;
7) seat (place of residence) and address of the shareholder, pledgee or user;
(8) the purpose for issuing the certificate;
9) an indication of who has the right to vote on the shares;
10) The date and place of issuance of the certificate;
11) signature of the person authorized to issue the certificate.
III. 3. the list of Shareholders entitled to participate in the General Meeting, pursuant to art. 407 § 1 of the Commercial Companies Code will be available for inspection three business days before the date of the General Meeting, from 9 a.m. to 5 p.m., at the Office of the Company's Management Board, located in Warsaw, at ul. This is also where the shareholders will be provided with materials concerning the matters on the agenda within the time limit and according to the principles provided for in the Commercial Companies Code. A shareholder may request that the list of shareholders entitled to participate in the General Meeting be sent to him free of charge by e-mail, stating his own e-mail address to which the list should be sent. The request may be sent in electronic form to the Company's e-mail address [email protected]. A shareholder has the right to request a copy of motions concerning matters included in the agenda within one week before the General Meeting. If a pledgee or user has the right to vote on shares, this circumstance shall be marked on the list of shareholders at the request of the entitled party.
IV. The full text of the documentation to be presented to the Ordinary General Meeting together with the draft resolutions shall be made available on the Company's website. Remarks of the Company's Management Board or Supervisory Board regarding the issues placed on the agenda of the Ordinary General Meeting of Shareholders or the issues to be placed on the agenda prior to the date of the Ordinary General Meeting of Shareholders shall be available on the Company's website as soon as they have been drawn up.
IV. 2 Information regarding the Annual General Meeting of CARLSON INVESTMENTS SE is available at www.carlson vc.com in the Investors section.
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