Pre-Annual General Meeting Information • Dec 24, 2021
Pre-Annual General Meeting Information
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The Management Board of CARLSON INVESTMENTS S.A. (the Company) with its registered office in Warsaw, at the following address: Emilii Plater 49, 00-125 Warsaw, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Department of the National Court Register, under KRS number: 0000148769, acting pursuant to Article 399 § 1 in connection with Article 402 and 1 Article 402 of 2the Commercial Companies Code ("CCC") convenes an Extraordinary General Meeting for 20 January 2022 at 12:00. The Extraordinary General Meeting will be held in Warsaw, in the Notary Office of Piotr Pełczyński Notary, Al. Niepodległości 217, 02-087 Warsaw.
Pursuant to Art. 402.2 of the Commercial Companies Code, the following amendments to the Company's Articles of Association are proposed
1) § 1, § 2, § 3, § 7, § 9, § 10, § 11, § 12, § 13, § 14, § 15, § 16, § 17, § 18, § 19, § 20, § 21, § 22, § 23, § 24, § 25, § 26, § 27, § 28, § 29, § 30, § 31 and existing text of titles of particular chapters between deleted paragraphs and in place of deleted paragraphs and titles of chapters there are added in new wording § 1, §
2, § 3, § 7, § 9, § 10, § 11, § 12, § 13, § 14, § 15, § 16, § 17, § 18, § 19, § 20, § 21, § 22, § 23, § 24, § 25, § 26, § 27, § 28, § 29, § 30, § 31 and new titles of chapters;
In connection with the scope of the proposed amendments to the Company's Articles of Association, the Issuer publishes in the attachment hereto the existing wording of the Company's Articles of Association, the wording of the Company's Articles of Association as at December 2, 2021, the currently registered wording in connection with the increase of the Company's capital, and the proposed wording of the Company's Articles of Association taking into account the amendments which will be submitted to the Meeting convened for January 20, 2022. - the currently registered wording in connection with the increase of the Company's capital, and the proposed wording of the Company's Articles of Association taking into account the amendments which will be submitted to the Meeting convened for January 20, 2022.
Attachments:
In performance of the obligation pursuant to article 455 § 2, the Management Board of CARLSON INVESTMENTS S.A., in relation to the share capital decrease provided for in the agenda of the Extraordinary General Meeting, hereby announces the purpose of the Company's share capital decrease:
The purpose of reducing the Company's share capital shall be to enable the Company to express its share capital in Euro in accordance with the provisions of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (Official Journal of the EU.L No.294, p.1) (Article 4) and to adjust the amount of the share capital and its structure to the conditions of the European Company (SE). The share capital reduction as described above shall be aimed at transferring the amount of PLN 988,415.55 (nine hundred and eighty-eight thousand four hundred and fifteen zlotys 55/100) to a separate reserve capital of the Company.
The amount by which the share capital is to be reduced and the manner of such reduction: The Company's share capital shall be reduced by PLN 988,415.55 (nine hundred eighty-eight thousand four hundred fifteen zlotys 55/100), i.e. from the amount of PLN 31,822,780.00 (thirty-one million eight hundred twenty-two zlotys 00/100) to the amount of 30.834,364.45 PLN (thirty million eight hundred and thirty four thousand three hundred and sixty four 45/100) which is equivalent to EUR 6,682,783.80 (six million six hundred and eighty two thousand seven hundred and eighty three 80/100). The Company's share capital shall be reduced by decreasing the nominal value of each share of the Company from PLN 4.00 (four zlotys 00/100) to PLN 3.88 (three zlotys 88/100), which is the equivalent of EUR 0.84 (eighty-four euro cents).
In accordance with the requirements of Article 4022 of the Commercial Companies Code, the Management Board of the Company hereby provides the shareholders with information concerning their participation in the Meeting.
A shareholder or shareholders representing at least one-twentieth of the Company's share capital may request placing certain matters on the agenda of the Extraordinary General Meeting of Shareholders. The request should be submitted to the Company's Management Board no later than 21 days before the set date of the meeting, i.e. until 30 December 2021 inclusive. The request should contain substantiation or draft resolution concerning the proposed item of the agenda. The request may be submitted in electronic form to the following address: [email protected].
A shareholder or shareholders of the Company representing at least one-twentieth of the share capital may, prior to the date of the Meeting, submit to the Company in writing or by electronic means of communication to the following address [email protected] draft resolutions relating to matters included in the agenda of the Meeting or matters which are to be included in the agenda. Furthermore, each shareholder may, during the General Meeting, submit draft resolutions concerning the matters included in the agenda.
A shareholder being a natural person may participate in the Extraordinary General Meeting of Shareholders and exercise its voting rights in person or by proxy. Shareholders other than natural persons may attend the Extraordinary General Meeting of Shareholders and exercise their voting rights through a person authorized to make declarations of will on their behalf or through an attorney.
The power of proxy shall be granted in writing or in electronic form. The form containing the template of the power of proxy which constitutes the appendix to this announcement is available from the date of publication of this announcement on the Company's website https://carlsonvc.com/ in the "Investor Relations/General Meeting" tab. The Company should be notified of the granting of a power of proxy in electronic form by means of electronic communication in the form of a notice sent by e-mail to [email protected], making every effort to enable effective verification of the validity of the power of proxy and for this purpose a power of proxy sent electronically to the Company should be scanned in PDF format. The notification of granting the power of attorney should contain an accurate identification of the proxy and the principal (indicating the forenames, surnames, series and numbers of ID cards or PESEL numbers, addresses, telephone numbers and e-mail addresses of both these persons). The information about granting the power of attorney should also include its scope, i.e. indicate the number of shares from which the voting right will be exercised and the date of the Company's general meeting at which these rights will be exercised.
The Company will take appropriate actions to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. Such verification may consist, in particular, in a return question in electronic form or by telephone, addressed to a shareholder or a proxy in order to confirm the fact of granting the power of attorney and its scope. The Company stipulates that in such case, failure to answer the questions asked during the verification shall be treated as failure to verify the granting of the power of attorney and shall constitute a basis for refusal to allow the proxy to participate in the Meeting. The right to represent a shareholder who is not a natural person should result from an excerpt from the relevant register, possibly a series of powers of attorney and an excerpt from the relevant register presented when preparing the attendance list. Persons granting powers of attorney on behalf of a shareholder not being a natural person should be shown in the current excerpt from the register relevant for the shareholder.
A member of the Company's Management Board and the Company's employee may be shareholders' proxies at the General Meeting. If a member of the Company's Management Board, member of the Company's Supervisory Board, liquidator, employee or member of the governing bodies or employee of the Company's subsidiary is a proxy at the General Meeting, the power of attorney may authorize the proxy to represent the shareholder at one General Meeting only. The proxy is obliged to disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. Granting of further power of attorney is excluded. The proxy referred to above shall vote in accordance with the instructions given by the shareholder.
The Company does not provide for the possibility to participate in the Meeting by means of electronic communication.
The Company does not provide for the possibility to speak during the Meeting using electronic communication means.
The Company does not provide for the possibility of exercising voting rights by mail or using electronic means of communication.
The record date for the Meeting shall be the day falling sixteen days prior to the date of the general meeting, i.e. January 04, 2022. (the "Record Date").
Only persons who are shareholders of the Company on the Record Date have the right to attend the Meeting.
Persons authorized under registered shares and temporary certificates, as well as pledgees and users entitled to vote, have the right to attend the Extraordinary General Meeting, if they are entered into the share register on the Record Date. At the request of the holder of dematerialized bearer shares of the Company, submitted not earlier than after the announcement on convening the Meeting and not later than on the first business day after the Record Date, i.e. not later than on 05 January 2022 The entity maintaining the securities account shall issue a registered certificate of the right to participate in the General Meeting.
The Company hereby points out that only those persons shall be entitled to participate in the Meeting who: a) were shareholders of the Company as at the Registration Date and b) requested - not earlier than after this announcement of the Meeting and not later than on the first working day after the Registration Date, i.e. not later than January 05, 2022 - to the entity maintaining their securities accounts for the issuance of a registered certificate of entitlement to participate in the General Meeting.
The list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed in the premises of Emilii Plater 49, from 09.00 to 16.00, 3 working days before the General Meeting, i.e. on 17, 18, 19 January 2022. A shareholder of the Company may demand that the list of shareholders entitled to participate in the General Meeting be sent to him free of charge by e-mail, providing his own e-mail address to which the list should be sent.
The documentation to be presented to the Meeting together with draft resolutions shall be posted on the Company's website as of the date of convening the Meeting, pursuant to Article 402 3 §1 of the Commercial Companies Code.
Remarks of the Company's Management Board or the Company's Supervisory Board regarding the issues included in the agenda of the Meeting or the issues to be included in the agenda before the date of the Meeting shall be available on the Company's website immediately after their preparation.
Information about the Assembly is available at https://carlsonvc.com/
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