Proxy Solicitation & Information Statement • Jun 2, 2023
Proxy Solicitation & Information Statement
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Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| SHAREHOLDER DATA: |
|---|
| Name: |
| Address: |
| Identity card number / Relevant register number: |
| I, the undersigned (imię and name/name) |
| entitled to participate in the Annual General Meeting of CARLSON INVESTMENTS SE on June 28, 2023 on the basis of a Certificate of Right to Participate in the Annual General Meeting issued by: |
(name of the entity that maintains the shareholder's securities account) |
| at with the number |
| represented by: |
| PROXY DATA: |
| Name: |
| Address: |
| ID card number: |
I am using this form to cast my vote and/or include instructions for voting by proxy on each of the resolutions scheduled to be adopted at the Annual General Meeting of CARLSON INVESTMENTS SE on June 28, 2023 in accordance with the agenda announced by the Company.
.......................................... (date and signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
§ 1
Pursuant to Article 409 § 1 of the Commercial Companies Code, the General Meeting appoints .................................... Chairman of the Annual General Meeting.
§ 2
The resolution comes into force on the date of adoption.
§ 3
The resolution was passed by secret ballot.
Voting:
| Pros: | (number of votes) |
|---|---|
| Against: | (number of votes) |
| Abstain | : (number of votes) |
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
Content of objection*:
.............................................................................................................................................................
Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*: ............................................................................................................................................................................................ ..........................................................................................................................................................................................
............................................................................................................................................................................................
.............................................. (Shareholder's signature)
The Annual General Meeting adopts the following agenda:
opening of the Annual General Meeting and election of the Chairman.
ascertaining the correctness of the convening of the General Meeting and its ability to adopt resolutions.
adoption of the agenda.
adoption of resolutions on:
1) Consideration and approval of the Management Report on the activities of the Company and the Group for the fiscal year from 01-01-2022 to 31-12-2022;
2) Consideration and approval of the Company's Separate Financial Statements for the fiscal year from 01-01-2022 to 31-12-2022;
3) Consideration and approval of the Company's Consolidated Financial Statements for the fiscal year from 01-01- 2022 to 31-12-2022;
4) allocation of net profit for 2022;
5) to grant the President of the Management Board a discharge of his duties in 2022;
6) consideration and adoption of the Supervisory Board's report for 2022;
7) to grant members of the Supervisory Board a discharge of their duties in 2022;
8) changes in the composition of the Company's Supervisory Board.
9) increase the Company's share capital, deprive shareholders of their pre-emptive rights and amend the Company's Articles of Association
10) authorize the Supervisory Board to determine the unified text of the Articles of Association.
5 Closing of the Assembly.
The resolution comes into force on the date of adoption.
Voting:
Pros: ..................... (number of votes) Against: ..................... (number of votes)
Abstain :..................... (number of votes)
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
Content of objection*:
.............................................................................................................................................................
............................................................................................................................................................................................ Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*:
............................................................................................................................................................................................ ..........................................................................................................................................................................................
.............................................. (Shareholder's signature)
dated June 28, 2023.
[draft].
Pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Code of Commercial Companies, in connection with § 29 section 1 item 1 of the Company's Articles of Association, it is hereby resolved as follows:
§ 1
The Report of the Board of Directors on the Activities of CARLSON INVESTMENTS and the Capital Group for the fiscal year from 01/01/2022 to 31/12/2022 is approved. § 2
The resolution comes into force on the date of adoption.
The resolution was adopted by open vote.
Voting:
| Pros: | (number of votes) |
|---|---|
| Against: | (number of votes) |
| Abstain | : (number of votes) |
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
.............................................................................................................................................................
Content of objection*:
............................................................................................................................................................................................ Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*:
............................................................................................................................................................................................ ..........................................................................................................................................................................................
.............................................. (Shareholder's signature)
Pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Code of Commercial Companies, in connection with § 29 section 1 item 1 of the Company's Articles of Association, it is hereby resolved as follows:
§ 1
Separate Financial Statements for the fiscal year from 01-01-2022 to 31-12-2022 including.
The resolution comes into force on the date of adoption.
The resolution was adopted by open vote.
Voting: Pros: ..................... (number of votes) Against: ..................... (number of votes) Abstain :..................... (number of votes)
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
Content of objection*:
.............................................................................................................................................................
............................................................................................................................................................................................ Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*: ..........................................................................................................................................................................................
.............................................. (Shareholder's signature)
Pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Code of Commercial Companies, in connection with § 29 section 1 item 1 of the Company's Articles of Association, it is hereby resolved as follows:
§ 1
Approved:
Consolidated Financial Statements for the fiscal year from 01-01-2022 to 31-12-2022 including.
§ 2
The resolution comes into force on the date of adoption.
§ 3
The resolution was adopted by open vote. Voting:
Pros: ..................... (number of votes) Against: ..................... (number of votes) Abstain :..................... (number of votes)
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
Content of objection*:
.............................................................................................................................................................
............................................................................................................................................................................................ Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*: ..........................................................................................................................................................................................
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
On the allocation of the net profit earned for the financial year 2022
[draft].
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 2 of the Code of Commercial Companies and § 29 section 1 item 2 of the Company's Articles of Association, it is resolved as follows:
§ 1
It is agreed that the net profit earned for the fiscal year from 01-01-2022 to 31-12-202 in the amount of PLN 110,369,221.67, (one hundred and ten million three hundred and sixty-nine thousand two hundred and twenty-one zlotys 67/100) will be transferred to the Company's reserve capital.
| § 2 | ||||
|---|---|---|---|---|
| The resolution comes into force on the date of adoption. | § 3 | |||
| The resolution was adopted by open vote. | ||||
| Voting: | ||||
| Pros: (number of votes) |
||||
| Against: (number of votes) |
||||
| Abstain : (number of votes) |
||||
| If you vote against Resolution No. on , A shareholder may express an objection below with a request to be entered in the minutes. |
||||
| Content of objection*: | ||||
| Instructions on how to vote by proxy on Resolution | No. on |
|||
| Content of instructions*: | ||||
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 7 Annual General Meeting CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
||
|---|---|---|
| dated June 28, 2023. | ||
| On granting the President of the Management Board a vote of approval for the performance of his duties in 2022 |
||
| [draft]. | ||
| Pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code in conjunction with § | ||
| 29 section 1 item 3 of the Company's Articles of Association, it is resolved as follows: |
||
| § 1 | ||
| The President of the Management Board of CARLSON INVESTMENTS European Company - Mr. Alexander Gruszczynski is hereby granted a vote of approval of his duties in 2022, i.e. for the period from January 1, 2022 to December 31, 2022. |
||
| § 2 | ||
| The resolution comes into force on the date of adoption. | ||
| § 3 | ||
| The resolution was passed by secret ballot. | ||
| Voting: | ||
| Pros: (number of votes) |
||
| Against: (number of votes) |
||
| Abstain : (number of votes) |
||
| If you vote against Resolution No. on , | ||
| A shareholder may express an objection below with a request to be entered in the minutes. |
||
| Content of objection*: |
||
Instructions on how to vote by proxy on Resolution No. on |
||
| Content of instructions*: | ||
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties
in 2022. [draft].
The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows:
§ 1
A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Mr.: Serge Telle is hereby granted a discharge of his duties in 2022, i.e. for the period from 01-01-2022 to 31-12-2022.
| § 2 | ||||
|---|---|---|---|---|
| The resolution comes into force on the date of adoption. | § 3 | |||
| The resolution was adopted by secret ballot | ||||
| Voting: | ||||
| Pros: (number of votes) |
||||
| Against: (number of votes) |
||||
| Abstain : (number of votes) |
||||
| If you vote against Resolution No. on , | ||||
| A shareholder may express an objection below with a request to be entered in the minutes. | ||||
| Content of objection*: | ||||
| Instructions on how to vote by proxy on Resolution No. on | ||||
| Content of instructions*: |
..........................................................................................................................................................................................
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 9 Annual General Meeting |
|---|
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties |
| in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Mr. Lukasz Marczuk is |
| hereby granted a vote of approval of his duties in 2022, i.e. for the period from 01-01-2022 to 31-12-2022. |
| § 2 The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
| Content of instructions*: |
.............................................. (Shareholder's signature)
On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties
in 2022. [draft].
The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows:
§ 1
A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Mr.: Damian Goryszewski, is hereby granted a vote of approval of his duties in 2022, i.e. for the period from 01-01-2022 to 31-12- 2022.
| § 2 | |
|---|---|
| The resolution comes into force on the date of adoption. | § 3 |
| The resolution was adopted by secret ballot | |
| Voting: | |
| Pros: (number of votes) |
|
| Against: (number of votes) |
|
| Abstain : (number of votes) |
|
| If you vote against Resolution No. on , A shareholder may express an objection below with a request to be entered in the minutes. |
|
| Content of objection*: | |
Instructions on how to vote by proxy on Resolution No. on |
|
| Content of instructions*: | |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 11 |
|---|
| Annual General Meeting |
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. |
| On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties |
| in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Ms: Kinga Dębicka, discharge of her duties in 2022, i.e. for the period from 01-01-2022 to 06-07-2022. |
| § 2 |
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
| Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 12 |
|---|
| Annual General Meeting |
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. |
| On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties |
| in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Ms: Penelope Hope, discharge of her duties in 2022, i.e. for the period from 01.01.2022 to 31.12.2022. |
| § 2 |
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 13 Annual General Meeting |
|---|
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. |
| On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial |
| Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Ms: Silvia Andriotto, |
| discharge of her duties in 2022, i.e. for the period from 01.01.2022 to 31.12.2022. |
| § 2 |
| The resolution comes into force upon adoption. |
| § 3 |
| The resolution was adopted by secret ballot. |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 14 |
|---|
| Annual General Meeting |
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. |
| On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties |
| in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial |
| Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Ms.: Isabelle Peeters, is |
| hereby granted a discharge of duties in 2022, i.e. for the period from 01.01.2022 to 31.12.2022. |
| § 2 |
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
| Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
| Resolution 15 |
|---|
| Annual General Meeting |
| CARLSON INVESTMENTS SE with its registered office in Warsaw, Poland |
| dated June 28, 2023. |
| On granting a discharge to a member of the Company's Supervisory Board for the performance of his duties |
| in 2022. |
| [draft]. |
| The Ordinary General Meeting of Shareholders, pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29(1)(3) of the Company's Articles of Association, resolves as follows: |
| § 1 |
| A member of the Supervisory Board of CARLSON INVESTMENTS European Company - Ms: Violetta |
| Vrublevskaya, discharge of her duties in 2022, i.e. for the period from 01.01.2022 to 29.06.2022. |
| § 2 |
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
Instructions on how to vote by proxy on Resolution No. on |
Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
On making changes in the composition of the Supervisory Board of the Company
[draft].
| § 1 |
|---|
| The Ordinary General Meeting, pursuant to Article 385 § 1 of the Code of Commercial Companies in connection |
| with § 16 section 2 of the Company's Articles of Association, resolves to change the composition of the Supervisory |
| Board of CARLSON INVESTMENTS European Company by: |
| 1. dismissal/reappointment of you |
| 2. dismissal/reappointment of you |
| 3. dismissal/reappointment of you |
| 4. dismissal/reappointment of you |
| 5. dismissal/reappointment of you |
| § 2 |
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by secret ballot |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
| Content of instructions*: |
.............................................. (Shareholder's signature)
dated June 28, 2023.
[draft].
Acting on the basis of Article 431 § 1, § 2 (1), § 3a, § 6 and § 7 in connection with Article 432 §1 in connection with Article 433 § 1 and 2 in connection with Article 430 § 1 and in connection with Article 310 § 2 of the Commercial Companies Code, in connection with § 29 (1) (5) and (6) of the Company's Articles of Association, the Ordinary General Meeting of Shareholders resolves as follows:
(1) The Company's share capital shall be increased by an amount not less than EUR 100,000.00 (one hundred thousand euros and 00/100) and not more than EUR 1,000.000.00 EUR (one million euros and 00/100), through the issuance of not less than 119048 (one hundred and nineteen thousand forty-eight) and not more than 1190476 (one million one hundred and ninety thousand four hundred and seventy-six) series U shares with consecutive numbers from number 0,000,001 to number 1,190,476, with a par value of EUR 0.84 (in words: eighty-four euro cents) per share ("Series U Shares").
2 Series U Shares shall be ordinary bearer shares. No special rights will be attached to the Series U Shares. 3 Series U shares may be covered by cash or non-cash contributions.
4 Series U Shares shall be offered, by way of private subscription, within the meaning of Article 431 § 2(1) of the Commercial Companies Code, through the Company's offers to acquire Series U Shares to no more than 149 (one hundred and forty-nine) designated addressees to be designated by the Company's Board of Directors in a resolution. (5) Written acceptance of the offers to acquire Series U Shares and signing of the agreements to acquire Series U Shares shall take place within 6 (six) months from the date of adoption of this resolution. The share capital increase shall come into effect if Series U Shares with a total par value of EUR 100,000.00 (one hundred thousand euros and 00/100) are duly taken up.
6 The date of payment of contributions for Series U Shares shall be determined by the Company's Board of Directors in a resolution.
7 Series U Shares will be subject to mandatory dematerialization and therefore by law may not be issued in documentary form and may not by law be issued in collective share certificates.
8 The issue price of Series U Shares shall be determined by the Company's Board of Directors in a resolution. 9. Series U Shares will participate in dividends on the following terms:
(a) Series U Shares first recorded in the Shareholders' Register in a given fiscal year, no later than the dividend date set by the Company's General Meeting, inclusive, shall participate in profit distributions beginning on the first day of the fiscal year preceding the fiscal year in which the Series U Shares were recorded in the Shareholders' Register; (b) Series U Shares registered for the first time in the Shareholders' Register in a given fiscal year, after the dividend date established by the Company's General Meeting, shall participate in the distribution of profit starting from the first day of the fiscal year in which the Series U Shares were registered in the Shareholders' Register.
1 The Ordinary General Meeting acknowledges and approves the conclusions of the written opinion of the Company's Management Board justifying the reasons for depriving the Company's shareholders of their subscription rights to the Series U Shares in full.
(2) In the interest of the Company, the Company's existing shareholders shall be entirely deprived of their subscription rights to the Series U Shares.
In connection with the increase of the Company's share capital, pursuant to § 1 of this resolution, the Articles of Incorporation of the Company are amended by giving new wording to § 6 of the Company's Articles of Incorporation:
§ 6
(1) The Company's share capital is not less than EURO 7,287,823.72 (seven million two hundred eighty-seven thousand eight hundred twenty-three EURO 72/100) and not more than EURO 8,187,823.72 (eight million one hundred eighty-seven thousand eight hundred twenty-three EURO 72/100) and is divided into the following shares: (2) The shares mentioned in paragraph (1) consist of the following shares:
a) 5,100 (in words: five hundred thousand one hundred) series "A" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
b) 7,500 (in words: seven thousand five hundred) series "B" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
c) 12,500 (in words: twelve thousand five hundred) bearer series "C" shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
d) 124,900 (in words: one hundred and twenty-four thousand nine hundred) series "D" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
e) 5,000 (five thousand) series "E" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
f) 29,875 (twenty-nine thousand eight hundred and seventy-five) series "F" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each,
g) 4,125 (four thousand one hundred and twenty-five) series "G" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
h) 4,625 (four thousand six hundred and twenty-five) series "I" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
i) 46,375 (forty-six thousand three hundred and seventy-five) series "J" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
j) 460,000 (four hundred and sixty thousand) series "K" bearer shares with a value of
nominal EUR 0.84 (in words: eighty-four euro cents) each,
k) 129,358 (one hundred and twenty-nine thousand three hundred and fifty-eight) series "L" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each,
l) 717,250 (seven hundred and seventeen thousand two hundred and fifty) Series M bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
m) 1,223,500 (one million two hundred and twenty-three thousand five hundred) series "N" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each,
n) 2,499,999 (two million four hundred and ninety-nine thousand nine hundred and ninety-nine) series "O" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
o) 250,000 (two hundred and fifty thousand) series "P" bearer shares with a value of
nominal EUR 0.84 (in words: eighty-four euro cents) each,
p) 1,201,578 (one million two hundred and one thousand five hundred and seventy-eight) series "R" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
r) 1,234,010 (one million two hundred and thirty-four thousand and ten) series "S" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,
s) 601,238 (six hundred and one thousand two hundred and thirty-eight) series "T" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each,
t) not less than 119,048 (one hundred and nineteen thousand forty-eight) and not more than 1,190,476 (one million one hundred and ninety thousand four hundred and seventy-six) series "U" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each.
The Company's Ordinary General Meeting resolves to apply for admission and introduction of Series U Shares to trading in the Alternative Trading System on the NewConnect market operated by the Warsaw Stock Exchange. ("WSE").
(1) In connection with the adopted increase of the Company's share capital and the adopted amendment of the Company's Articles of Association, the Board of Directors of the Company is authorized and obligated to perform all
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
legal and factual acts necessary to implement this resolution in this part, in accordance with applicable laws, including in particular:
a) determine, in the form of a resolution of the Board of Directors, the deadline for [payment of cash contributions / in-kind contributions] for Series U Shares;
b) determine, in the form of a resolution of the Board of Directors, the issue price of Series U Shares
c) designate, in the form of a resolution of the Board of Directors, no more than 149 designated addressees to whom the Company will make offers to acquire Series U Shares;
d) submit to no more than 149 designated addressees offers to acquire Series U Shares, pursuant to Article 431 § 2(1) of the Code of Commercial Companies, on the terms and conditions set forth in this resolution, and conclude agreements with them to acquire Series U Shares;
e) submission to the registry court of a duly completed and paid-up application for registration of the share capital increase and amendment of the Company's Articles of Association resulting from this resolution;
(f) to perform all other factual and legal acts necessary to implement the provisions of this Resolution.
(2) In connection with the decision to apply for admission and introduction of the Series U Shares to trading in the Alternative Trading System on the NewConnect market operated by the WSE and the obligation to dematerialize the Series U Shares, the Company's Management Board is authorized to take all legal and factual actions necessary to implement this resolution in this part, in accordance with the applicable law, including in particular:
a) take all actions necessary for dematerialization of the Series U Shares, including conclusion of an agreement with the National Depository for Securities for registration of the Series U Shares at the securities depository;
b) take all actions necessary to introduce the Series U Shares to trading in the Alternative Trading System on the NewConnect market operated by the WSE;
(c) submission of any relevant applications or notifications to the Financial Supervisory Commission to the National Securities Depository S.A. or to the WSE;
(d) to perform all other factual and legal acts necessary to implement the provisions of this Resolution.
§ 6
This resolution shall become effective upon registration in the National Court Register of the amendments to the Articles of Association adopted pursuant to this resolution of the Annual Meeting of Shareholders of June 28, 2023.
§ 7
The resolution was adopted by open vote Voting: Pros: ..................... (number of votes) Against: ..................... (number of votes) Abstain :..................... (number of votes)
If you vote against Resolution No. ................ on ........................................................,
A shareholder may express an objection below with a request to be entered in the minutes.
Content of objection*:
.............................................................................................................................................................
Instructions on how to vote by proxy on Resolution No. ....... on
............................................................................................................................................................................................ Content of instructions*:
.............................................. (Shareholder's signature)
............................................................................................................................................................................................
..........................................................................................................................................................................................
| § 2 |
|---|
| The resolution comes into force on the date of adoption. |
| § 3 |
| The resolution was adopted by open vote. |
| Voting: |
| Pros: (number of votes) |
| Against: (number of votes) |
| Abstain : (number of votes) |
| If you vote against Resolution No. on , |
| A shareholder may express an objection below with a request to be entered in the minutes. |
| Content of objection*: |
| Instructions on how to vote by proxy on Resolution No. on |
| Content of instructions*: |
.............................................. (Shareholder's signature)
Place: Kancelaria Notarialna Piotr Pełczyński Notary, Al. Niepodległości 217 lok. 7, 02-087 Warsaw
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