AGM Information • May 31, 2019
AGM Information
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Announcement about convening of the Ordinary General Meeting ofShareholders of AFORTI HOLDING S.A. on 28.06.2019
The Board of Directors of Aforti Holding S.A. with its registered officein Warsaw ("the Company", "the Issuer"), incorporated in the Register ofEntrepreneurs maintained by the District Court in Warsaw, the XIICommercial Division of the National Court Register, under KRS number0000330108 (the Company) in compilance with art. 399 § 1 and art. 4021of the Code of Commercial Companies and Partnerships, hereby convenesthe Ordinary General Meeting of Shareholders of Aforti Holding S.A for28 June 2019 at 11:00 am in the Company's headquarters in Warsaw, 8Chałubińskiego Street, XXVII floor.
Agenda
1. Opening of the Ordinary General Meeting of Shareholders;2.Election of the Chairperson of the Ordinary General Meeting ofShareholders;3. Confirmation that the Ordinary General Meeting hasbeen properly convened and has the capacity to pass resolutions.4.Adoption of the agenda;5. Adoption of a resolution concerningapproval of the separate financial statement of the Board of Directorsof operational activity of Aforti Holding S.A. and the separatefinancial statements of Aforti Holding S.A. for the financial year of2018 covering the period from January 1, 2018 to December 31, 2018;6.Adoption of a resolution concerning approval of the consolidatedfinancial statement of the Board of Ditrectors of the Aforti Holding S.Aand the consolidated financial statements of the Aforti Holding CapitalGroup for the financial year of 2018 covering the period from January 1,2018 to December 31, 2018;7. Adoption of a resolution on theallocation of the profit for the financial year 2018, covering theperiod from January 1, 2018 to December 31, 2018;8. Adoption ofresolutions related to granting the discharge to the Members of theBoard of Directors of Aforti Holding S.A. on the performance of dutiesin the financial year 2018 covering the period from January 1, 2018 toDecember 31, 2018;9. Adoption of resolutions related to granting thedischarge to the Members of the Supervisory Board of Aforti Holding S.A.on the performance of duties in the financial year 2018 covering theperiod from January 1, 2018 to December 31, 2018;10. Adoption of aresolution regarding the selection made by the Supervisory Board on July2, 2018 with a Resolution No. 1/02/07/2018 on supplementing thecomposition of the Supervisory Board with Mrs. Olga Chojecka - Szymańska;11.Adoption of a resolution on a matter made by the Supervisory Board onJuly 2, 2018 with a Resolution No. 2/02/07/2018 on supplementing thecomposition of the Supervisory Board with Mr. Ludwik Sobolewski;12.Free applications;13. Closing of the Ordinary General Meeting ofShareholders;
In accordance with art. 4022 of the Commercial Companies Code, allrelevant information with regard to Shareholders Meeting, includingreports and document, reffered to the items of agenda, are provided bythe Board of Directors
1. The right to add agenda itemsOne or more Shareholders holding atleast 1/20 of the registered capital of the Company may request items tobe added to the agenda of the Shareholders Meeting and submit proposedresolutions in relations to existing agenda or new items, provided that:
a) the additional agenda items and proposed resolutions have beensubmitted in writing form by these Shareholders to the Board ofDirectors at the least on June 7, 2019 (not later than 21 days prior tothe date of the Ordinary General Meeting);
b) they prove ownership of such shareholding as at the date of theirrequest and record their shares representing such shareholding on therecord date. The shareholding must be proven by a certificate evidencingthe registration of the relevant shares in the register of shares of theCompany.
An individual, a partnership or a ligal entity shall confirm theentitlement to act on behalf of the entity by enclosing valid transcriptfrom the National Court Register (KRS). These additional agenda items orproposed resolutions may be delivered to the Company by mail sent to theCompany's registered office address: Warsaw, ul. Chałubińskiego 8, XXVIIfloor or by e-mail (in PDF format) sent to [email protected].
The Company shall publish the modified agenda of the relevantShareholders Meeting at least 18 days prior to the date of the GeneralMeeting (by June 10, 2019).
2. The right to submit proposed resolutionsOne or more Shareholdersrepresenting at least 1/20 of the registered capital of the Company mayrequest to submit proposed resolutions to existing agenda, provided thatthey prove ownership of such shareholding as at the date of theirrequest and record their shares representing such shareholding on therecord date. The shareholding must be proven by a certificate evidencingthe registration of the relevant shares in the register of shares of theCompany.
An individual, a partnership or a ligal entity shall confirm theentitlement to act on behalf of the entity by enclosing valid transcriptfrom the National Court Register (KRS).
These proposed resolutions may be delivered to the Company by mail sentto the Company's registered office address: Warsaw, ul. Chałubińskiego8, XXVII floor or by e-mail (in PDF format) sent [email protected]. The right to submit proposedresolutions during the Ordinary General MeetingIn accordance withart. 401 § 5 of the Commercial Companies Code, each Shareholder entitledto participate in the General Meeting may submit draft resolutions.
4. The right to appoint a representativeShareholders not attendingthe Ordinary General meeting may choose to vote their shares by proxy byallowing them to cast votes on their behalf.In accordance withart.4023 of the Commercial Companies Code, Shareholders who wish to berepresented by a proxy holder, are requested to use the model of proxyform that is available at the Company's website.Notificationof the proxy to the Company must occur in writing by e-mail sent to:[email protected] who wish to be represented byproxy, must have fulfilled the formalities set out below to be admittedto the Ordinary General Meeting containing:a) personal informationof proxy and the principal (name, telephone numbers and e-mailaddresses);b) the scope of the power of attorney (indicating thenumber of voting shares, the date and name of General Meeting);Thesigned proxy form must be received by the Company at the latest 1business day before the date of the Ordinary General Meeting ofShareholders.Shareholders wishing to attend the Ordinary GeneralMeeting of Shareholders are requred to demonstrate identity card, andproxies are required to demonstrate identity card and the proxy form inwriting or printed PDF form.Representative of legal entity orpartnerships should additionally present valid excerpts of thecommercial registers, listing entities authorized to represent theselegal entities. Representatives of Shareholders should be exposed in thevalid excerpt of the commercial register of Shareholder.The proxyvotes in accordance with the instructions given by the Shareholder.
5. Participation in the Ordinary General Meeting of Shareholders usingelectronic means of communicationThe Company's Articles ofAssociation does not allow to participate in the Ordinary GeneralMeeting of Shareholders using electronic means of communication;6.Communication at the Ordinary General Meeting using electronic means ofcommunicationThe Company's Articles of Association does not allow tocommunicate during Ordinary General Meeting using electronic means ofcommunication.7. Voting by mail or electronic means ofcommunicationThe Company's Articles of Association does not allow tovote using electronic means of communication.8. Registration dayof the Ordinary General Meeting of ShareholdersIn accordance withart.4061 the Ordinary General Meeting of Shareholders will be held onJune 12, 2019 at the Company's registered office.Shareholderswho wish to participate in the Ordinary General Meeting must meetcertain requirements as follows
a) The Ordinary General Meeting may only be attended by entities whowere Company Shareholders 16 days prior the Meeting who holdcertificates bearing their names, issued to confirm their right toparticipate in the Ordinary General Meeting;
b) Shareholders who wish to attend the Ordinary General Meeting shallrequest entities maintaining their securities account to certificate theright to participate in the Ordinary General Meeting of the Company byJune 13, 2019 (the first day after the date of registration at theOrdinary General Meeting of Shareholders)9. The list ofShareholders entitled to participate in the Ordinary General Meeting ofShareholdersThe Company determines the list of Shareholders entitledto participate in the Ordinary General Meeting of Shareholders providedby the National Depository for Securities (KDPW), based on registeredcertificates issued by entities maintaining securities accounts for theright to participate in the Ordinary General Meeting of Shareholders.Thelist of Shareholders entitled to participate in the General Meetingshall be displayed at the Board of Directors office for 3 business daysprior to the General Meeting (June 25, 2019 till June 29, 2019 between10:00 - 16:30). A Shareholder may inspect the list at the Board ofDirectors office and request via e-mail: [email protected], thatthe list will be send to them free of chargé via electronic mail to thee-mail provided by a Shareholder.10. Documentation for theOrdinary General Meeting of ShareholdersThe documents and draftresolutions can be obtained by the entities, who participate in theOrdinary General Meeting, at the Company's registered office address:Warsaw, ul. Chałubińskiego 8, XXVII floor or on the Company's website atwww.aforti.pl.11. General Information regarding the OrdinaryGeneral Meeting of ShareholdersThe Company shall provide allinformation regarding the Ordinary General Meeting of Shareholders onthe Company's website at the address: www.aforti.pl. In addition, eachShareholder has the right to appear in person at the Company's officeand obtain all documentation related to the General Meeting upon request.
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