Pre-Annual General Meeting Information • May 30, 2022
Pre-Annual General Meeting Information
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Announcement on convening the Ordinary GeneralMeeting of Shareholders STARHEDGE S.A. on 27 June 2022TheManagement Board of STARHEDGE Spółka Akcyjna with its registered officein Warsaw, registered in the Register of Entrepreneurs of the NationalCourt Register kept by the District Court in Warsaw, XII CommercialDivision of the National Court Register under the number KRS 0000017849(hereinafter: the _quot;Issuer_quot;), acting pursuant to § 20 sec. 2 of theCompany's Articles of Association in accordance with Art. 399 § 1 of theCommercial Companies Code in connection with Art. 402 (1) § 1 of theCommercial Companies Code (_quot;k.s.h._quot;), convenes the Ordinary GeneralMeeting of the Company to be held on June 27, 2022 in Warsaw, Łączyny 5,at 2:00 p.m., with the following agenda: 1. Opening of the AnnualGeneral Meeting. 2. Election of the Chairman of the Ordinary GeneralMeeting. 3. Drawing up and signing the attendance list and confirmingthat the General Meeting has been properly convened and is capable ofadopting resolutions. 4. Adoption of the agenda of the Ordinary GeneralMeeting. 5. Consideration and adoption of a resolution on the approvalof the Management Board's report on the activities of the Company andthe Starhedge S.A. Capital Group. in the financial year 2021. 6.Consideration and adoption of a resolution approving the Company'sfinancial statements for the financial year 2021. 7. Consideration andadoption of a resolution approving the Company's consolidated financialstatements for the financial year 2021. 8. Consideration and adoption ofa resolution on the approval of the Supervisory Board's report on theassessment of the activities of the Company and the STARHEDGE S.A.Capital Group. for the financial year 2021. 9. Adoption of a resolutionon the distribution of the profit generated by the Company for thefinancial year 2021. 10. Adoption of resolutions on the acknowledgmentof the fulfillment of duties by Members of the Management Board in thefinancial year 2021. 11. Adoption of resolutions on the acknowledgmentof the fulfillment of duties by Members of the Supervisory Board in thefinancial year 2021. 12. Discussion on the report on the implementationof the remuneration policy for members of the Management Board andSupervisory Board of Starhedge SA 13. Closing of the Ordinary GeneralMeeting ". Only persons who are shareholders of the Company on the dayof registering participation in the General Meeting, i.e. on June 11,2022, may participate in the meeting. A shareholder or shareholdersrepresenting at least 5% of the share capital may request that certainmatters be placed on the agenda of the General Meeting. The requestshould be submitted to the Management Board in writing or electronicallyto the e-mail address [email protected] not later than twenty-one daysbefore the scheduled date of the General Meeting, i.e. by June 6, 2022,along with a justification or a draft resolution regarding the proposedagenda item. Shareholders should prove their entitlement to exercisethis right. Each shareholder may submit draft resolutions on mattersplaced on the agenda during the General Meeting. A shareholder mayparticipate in the Meeting and exercise the voting right in person orthrough a proxy. The attorney exercises all the shareholder's rights atthe General Meeting, unless the power of attorney provides otherwise.The shareholder shall notify the company about the appointment of aproxy in writing or in electronic form to the following e-mail address:[email protected]. The power of attorney granted in electronic formshould be on a separate document signed by the shareholder or personsauthorized to represent the shareholder and sent in the form of ascanned copy of the power of attorney document in PDF format.Obligatory, with an electronic power of attorney in the form of a scan,you must send documents confirming the shareholder's entitlement toparticipate in the General Meeting, as well as documents confirming theidentity of the proxy and shareholder, and a current excerpt from therelevant register confirming the right of the person signing the powerof attorney to represent the shareholder who is not a natural person.The power of attorney should contain the exact designation of theshareholder and the proxy (indicating: name and surname, address ofresidence or residence, PESEL number, identity document number,telephone number and e-mail address, and in the case of legal personsand other organizational units: company, seat, telephone number, e-mailaddress, and KRS / REGON number and indication of the registrationauthority). The power of attorney requires the signature of theshareholder or persons authorized to represent the shareholder andshould contain its scope, i.e. indicate the number of shares from whichthe voting right will be exercised, company name, date and name of theGeneral Meeting, and indicate whether the power of attorney is validonly on the day of opening the General Meeting or until its actualclosure.Whengranting a power of attorney in an electronic form, a shareholder shouldmake every effort to effectively verify the validity of the power ofattorney, the power of attorney does not require a secure electronicsignature verified with a valid qualified certificate. The Company maytake appropriate steps to identify the shareholder and the proxy inorder to verify the validity of the power of attorney granted inelectronic form. This verification may involve, in particular, returncorrespondence in electronic form or telephone contact addressed to theshareholder or proxy in order to confirm the fact of granting the powerof attorney and its scope. The Company reserves that the failure torespond and cooperate with the shareholder or the proxy during theverification will be treated as the inability to verify the granting ofthe power of attorney and will constitute the basis for the refusal toadmit the proxy to participate in the General Meeting. After arriving atthe General Meeting, before signing the attendance list, a documentconfirming the shareholder's entitlement to participate in the GeneralMeeting must be submitted. The attorney should present a document of thepower of attorney granted, including a power of attorney granted inelectronic form or a copy thereof, a document enabling the identity ofthe attorney to be established, and in the case of a shareholder's proxywho is not a natural person, also a current excerpt from the relevantregister and a possible sequence of powers of attorney. Persons actingon behalf of shareholders who are not natural persons as members oftheir authorities should prove their right of representation with avalid excerpt from the register of entrepreneurs. Voting at the GeneralMeeting takes place by raising your hand. The Company's Articles ofAssociation do not allow the possibility of participating in the GeneralMeeting as well as expressing one's opinion and voting during theGeneral Meeting by means of electronic communication, and theRegulations of the General Meeting do not provide for the possibility ofvoting at the General Meeting by correspondence. Information regardingthe General Meeting, the form for voting by proxy and the full text ofthe documentation to be presented at the Meeting and draft resolutionswill be made available on the company's website: www.starhedge.pl and atthe company's headquarters in Warsaw, Łączyny 5 Street. The full text ofthe announcement on convening the meeting together with draftresolutions and legally required documents are attached to this reportand are available athttp://starhedge.pl/pl/relacje-inwestorskie/walne-zgromadzenia/LegalbasisArt.56 sec. 1 point 2 of the Act on Offer, in connection with § 19 sec. 1points 1-2 of the Regulation of the Minister of Finance of March 29,2018 (Journal of Laws of 2018, item 757) on current and periodicinformation published by issuers of securities and the conditions forrecognizing as equivalent information required by law non-member state,as last amended.
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