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Echo Investment S.A.

AGM Information Sep 18, 2017

5590_rns_2017-09-18_9a568d25-69ac-473d-9b06-10f186584090.html

AGM Information

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Actingbased on Art. 395 and Art. 399 § 1 in connection with Art. 4021and Art. 4022of the Code of Commercial Companies, theManagement Board of Echo Investment Spółka Akcyjna, with its registeredseat in Kielce, hereby convenes an Extraordinary General Meeting of theShareholders (hereinafter also the "GeneralMeeting") for16October 2017 for 10:00 am,to be held at the Company's seat in Kielce at Al. Solidarności 36.

Agenda:

1.Openingthe General Meeting.

2.Electionof the Chairperson of the General Meeting.

3.Preparationof the attendance list.

4.Determinationof the General Meeting's validity and its capacity to adopt resolutions.

5.Adoptionof the agenda.

6.Adoptionofa resolution on determining the number of members of the SupervisoryBoard.

7.Adoptionofa resolution on appointing a member of the Supervisory Board who meetsthe independence criteria applicable to members of audit committees setforth in the Act on Statutory Auditors, Audit Firms, and PublicSupervision, dated 11 May 2017.

8.Adoptionofa resolution on amending the Company's Articles of Association.

9.Adoptionofa resolution on adopting the uniform text of the Company's Articles ofAssociation.

10.Otherbusiness.

11.Closingthe General Meeting.

Inaccordance with Art. 4022of the Code of Commercial Companies(hereinafter referred to as the CCC), the Management Board herebysubmits the following information:

Shareholders'right to request the inclusion of particular matters on the agenda ofthe General Meeting

Ashareholder or shareholders of Echo Investment S.A. representing atleast one-twentieth of the share capital of Echo Investment S.A. mayrequest that certain matters be placed on the agenda of the GeneralMeeting. The request should be submitted to the Management Board of EchoInvestment S.A. no later than twenty-one days before the scheduled dateof the General Meeting, i.e. by 25 September 2017. The request shouldinclude an explanation or the draft resolutions to be included in theproposed agenda. The request may be submitted in electronic form, in PDFformat, sent by email to:[email protected].

Shareholders'right to propose resolutions

Beforethe holding of the General Meeting of Echo Investment S.A., ashareholder or shareholders of Echo Investment S.A. representing atleast one-twentieth of the share capital may submit draft resolutionsconcerning matters included in the agenda of the General Meeting ormatters which are to be included in the agenda, in writing or byelectronic means of communication, in PDF format, by sending an emailto: [email protected]:[email protected].

Moreover,each shareholder may submit draft resolutions concerning mattersincluded on the agenda during the Extraordinary General Meeting of theShareholders.

Exercisingthe right to vote by proxy

Ashareholder who is a natural person may participate in the ExtraordinaryGeneral Meeting of the Shareholders and exercise their right to vote inperson or by proxy.

Shareholderswho are not natural persons may attend the Extraordinary General Meetingof the Shareholders and exercise their right to vote through a personauthorised to make declarations of will on their behalf or by proxy.

Inorder to be effective, the power of attorney shall be made in writingand attached to the minutes of the Extraordinary General Meeting of theShareholders or provided in electronic form. The Instrument of ProxyForm is available on the website of Echo Investment S.A. in the InvestorRelations / General Meetings of the Shareholders section as of the dateof publication of this notice.

Theshareholder's notice of appointing a proxy by means of electroniccommunication must be given by sending a file in PDF format to:[email protected] shareholder should make every effort to allow for effectiveverification of the validity of the power of attorney. Information aboutthe appointment of a proxy should include details of the proxy and theprincipal (indicating the name, address, phone number and email addressof each of those persons or persons authorised to act on their behalf).Information about the appointment of a proxy sent electronically shouldalso include an indication of the scope of the power of attorney, i.e.the number of shares with respect to which the right to vote will beexercised and the date and type of the General Meeting of EchoInvestment S.A. at which the voting rights attached to these shares willbe exercised.

EchoInvestment S.A. shall take appropriate action to identify theshareholder and the proxy in order to verify the validity of the powerof attorney granted in electronic form. Verification may in particularinclude asking the shareholder and/or the proxy to confirm the power ofattorney and its scope in electronic form or by telephone. EchoInvestment S.A. stipulates that in this case, no answer to the questionsasked during the verification shall be treated as a failure to verifythe power of attorney and will constitute grounds for refusal to allowthe proxy to participate in the General Meeting. Upon arrival at theGeneral Meeting and before signing the attendance list, the proxy shouldpresent the original identity card listed in the Instrument of ProxyForm in order to confirm the identity of the proxy.

Theright to represent a shareholder which is not a natural person should bedemonstrated by presenting, during the drawing up of the attendancelist, a copy of the relevant registry entry (submitted as an original ora copy certified to be true by a notary public, legal counsel oradvocate) or a series of powers of attorney, as the case may be.

Theperson/persons granting a power of attorney on behalf of a shareholderwhich is not a natural person should be disclosed in an up-to-date copyof the relevant entry in the register appropriate for a givenshareholder.

Ifa member of the Management Board of Echo Investment S.A., a member ofthe Supervisory Board of Echo Investment S.A., a liquidator, anemployee, a member of the governing bodies or an employee of asubsidiary of Echo Investment S.A. is a proxy at the General Meeting ofthe Shareholders, their power of attorney may authorise representationat only one General Meeting. The proxy must disclose any circumstancesindicating any existing or possible conflict of interest to theshareholder. Granting further powers of attorney is not permitted.

Theproxy shall vote in accordance with the instructions provided by theshareholder.

Possibilityand manner of participation in the Extraordinary General Meeting of theShareholders by means of electronic communication

TheArticles of Association of Echo Investment S.A. and the Regulations(By-Laws) of the General Meeting of the Shareholders of Echo InvestmentS.A. do not contain provisions enabling shareholders to participate inthe Extraordinary General Meeting of the Shareholders by means ofelectronic communication.

Expressingopinions during the Extraordinary General Meeting of the Shareholders bymeans of electronic communication

TheArticles of Association of Echo Investment S.A. and the Regulations(By-Laws) of the General Meeting of the Shareholders of Echo InvestmentS.A. do not contain provisions enabling shareholders to express theiropinions during the Extraordinary General Meeting of the Shareholders bymeans of electronic communication.

Rulesgoverning postal ballots and voting by electronic means of communication

TheArticles of Association of Echo Investment S.A. and the Regulations(By-Laws) of the General Meeting of the Shareholders of Echo InvestmentS.A. do not contain provisions enabling shareholders to exercise theirright to vote by postal ballot or by means of electronic communication.

Thedate of registration for the Extraordinary General Meeting of theShareholders

Thedate of registration for the General Meeting is30 September 2017(the"Registration Day").

Informationon the right to participate in the Extraordinary General Meeting of theShareholders

Onlypersons/entities that are shareholders of Echo Investment S.A. on theRegistration Day have the right to participate in the ExtraordinaryGeneral Meeting of the Shareholders.

Atthe request of a holder of dematerialised bearer shares in EchoInvestment S.A. which was submitted no earlier than after theannouncement of the convocation of the Extraordinary General Meeting ofthe Shareholders and no later than on the first business day after theRegistration Day, i.e. no later than 2 October 2017, the operatormaintaining the securities trading account of such shareholder shallissue a personal certificate of entitlement to attend the GeneralMeeting.

EchoInvestment S.A. hereby emphasises that only those persons/entities thatare shareholders of Echo Investment S.A. on the Registration Day, i.e.on 30 September 2017, and that requested the operator of theirsecurities trading accounts to issue a personal certificate ofentitlement to attend the General Meeting - no earlier than after theannouncement of the convocation of the Extraordinary General Meeting ofthe Shareholders and no later than on 2 October 2017 - shall have theright to participate in the General Meeting of the Shareholders.

Thelist of shareholders entitled to participate in the General Meeting ofthe Shareholders will be displayed at the seat of Echo Investment S.A.at Al. Solidarności 36, 25-323 Kielce, from 8.00 a.m. to 5:00 p.m.,during the business days preceding the Extraordinary General Meeting ofthe Shareholders, i.e. from 11 October 2017 to 13 October 2017.

Ashareholder of Echo Investment S.A. may demand that the list ofshareholders entitled to participate in the Extraordinary GeneralMeeting of the Shareholders be sent to them free of charge by email, andshall provide their email address to which the list should be sent. Therequest should be submitted in writing or sent by email to:[email protected].

Personsentitled to attend the Extraordinary General Meeting of the Shareholdersare requested to register and collect their voting cards directly infront of the meeting hall one hour before the start of the meeting.

Conditionsfor the access to documentation

Inaccordance with Art. 4023§ 1 of the CCC, the documentationto be presented at the Extraordinary General Meeting of the Shareholdersand the draft resolutions will be published on the website of EchoInvestment S.A. from the date on which the General Meeting of theShareholders is convened.

Commentsof the Management Board or the Supervisory Board of Echo Investment S.A.concerning matters included on the agenda of the Extraordinary GeneralMeeting of the Shareholders or matters which are to be placed on theagenda prior to the Extraordinary General Meeting will be available onthe website of Echo Investment S.A. immediately after being drawn up.

Anyinformation relating to the General Meeting of the Shareholders of EchoInvestment S.A. and the documentation associated with it will be postedon the Company's website at:www.echo.com.pl,section: Investor Relations/General Meetings of Shareholders.Correspondence related to the General Meeting should be directed tofollowing the email address:[email protected].

Additionalinformation concerning the appointment of a member of the Company'sSupervisory Board who meets the independence criteria specified in theAct on Statutory Auditors, Audit Firms and Public Supervision dated 11May 2017 (hereinafter the "Act")

TheManagement Board of the Company would like to state that the mainpurpose of convening the Extraordinary General Meeting of theShareholders is to appoint a member of the Company's Supervisory Boardwho meets the independence criteria set forth in Art. 129 section 3 ofthe Act (hereinafter: the "Independent Supervisory Board Member").The requirement to appoint the Independent Supervisory Board Member isbased on Art. 128 of the Act, which provides that an audit committeeshould operate in the Company. Art. 129 section 1 of the Act providesthat the audit committee should consist of at least three (3) members,of whom at least the majority meets the independence criteria specifiedin Art. 129 section 3 of the Act. The Company is required to bring thecomposition of its audit committee in line with the new regulations by21 October 2017 at the latest, which means that the ExtraordinaryGeneral Meeting of the Shareholders, which is hereunder convened for 16October 2017, should appoint an Independent Supervisory Board Member tothe Company's Supervisory Board.

Giventhe fact that:

-the main purpose of the Extraordinary General Meeting of theShareholders is to appoint the Independent Supervisory Board Member;

-the Extraordinary General Meeting of the Shareholders convened for 16October 2017 is the last General Meeting of the Company to be heldbefore the entry into force of the above-mentioned requirement set forthin Art. 128 in connection with Art. 129 of the Act, and is the onlypossible date when the Company will be able to adjust the composition ofits Audit Committee by appointing an Independent Supervisory BoardMember by the required deadline; and

-the Extraordinary General Meeting of the Shareholders convened for 16October 2017 will, among other things, amend the Articles of Associationby adding the following proposed subparagraph 2 to the existing § 12: "Withregard to the intended appointment of a member of the Supervisory Boardrequired to meet the independence criteria specified in the applicablelaws, the shareholder putting forward a candidate for a member of theSupervisory Board that is to meet such criteria is required to presentsuch candidacy to the Company at least eight (8) business days beforethe scheduled date of the General Meeting of the Shareholders at whichsuch candidate would be appointed to the Supervisory Board, togetherwith all necessary information on such candidate (such information to beconfirmed in writing by the candidate) and, if needed, to ensure at therequest of the chairman of the Supervisory Board that the candidateappears (or participates in a teleconference or a videoconference) at aplace and time specified by the chairman of the Supervisory Board beforeor after the General Meeting of the Shareholders so that an assessmentcan be made as to whether or not such candidate meets the independencecriteria.",

theprocedure for assessing the independence of the candidate for theIndependent Supervisory Board Member will be carried out prior to suchappointment.

Giventhe foregoing, the Management Board requests that the Shareholders whonominate a candidate for an Independent Supervisory Board Member providethe Company, at least five (5) business days before the scheduled dateof the Extraordinary General Meeting of the Shareholders, i.e. by 9October 2017, with a filled-in questionnaire signed by the candidate,the form of which is posted, together with the documents associated withthe announcement on the convocation of the Extraordinary General Meetingof the Shareholders, on the Company's website (www.echo.com.pl).

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