AGM Information • Oct 18, 2024
AGM Information
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§ 1.
The General Meeting of the Company, pursuant to Art. 409 § 1 and Art. 420 § 2 of the Commercial Companies Code, hereby appoints Mr./Ms. [__] as General Meeting Chairperson, with the election having taken place in a secret ballot.
§ 2.
The resolution enters into force as of the moment of its adoption.
The resolution is technical in character. The requirement to elect a chairperson immediately after the opening of the General Meeting stems from Art. 409 § 1 of the Commercial Companies Code.
The General Meeting of the Company hereby approves the following agenda of the General Meeting published on the Company website on [__] 2024 and in Current Report no. [__] of [__] 2024, to wit:
The resolution enters into force as of the moment of its adoption.
The resolution is technical in character. The requirement to approve a General Meeting agenda once the attendance list is signed and validated by the General Meeting Chairperson stems from § 6 of the General Meeting Regulations.
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby dismisses Marcin Piotr Iwiński from the position of Member of the Supervisory Board of the Company of the current term, effective as of the end of day on 31 December 2024.
The resolution enters into force on the moment of its adoption.
Pursuant to § 17 and § 18 section 1 of the Company's Articles of Association, as well as to Art. 385 § 1 of the Commercial Companies Code, the Supervisory Board of the Company consists of five persons who are appointed by the General Meeting for a joint four-year term.
On 17 October 2024 four incumbent members of the Supervisory Board of the Company submitted their resignations from membership of the Supervisory Board, effective at the end of day on 31 December 2024.
In light of, among others, the foregoing, Marcin Iwiński has requested that an Extraordinary General Meeting be convened, and that its agenda include, among others, votes on new candidates for membership of the Supervisory Board whose appointment would become effective on 1 January 2025.
For formal and procedural reasons, Marcin Iwiński, who – given the above-mentioned resignations would otherwise remain the last incumbent member of the Supervisory Board of the current term – proposes the following:
The draft resolution concerning the reappointment is submitted as the next item in the meeting agenda.
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby appoints Marcin Piotr Iwiński as Member of the Supervisory Board of the Company for a new term, effective as of 1 January 2025.
The resolution enters into force on the moment of its adoption.
The justification for this resolution was presented above, in conjunction with the justification for the preceding resolution concerning dismissal of Marcin Iwiński from the position of Member of the Supervisory Board of the current term.
Together with his request to convene an Extraordinary General Meeting, Marcin Iwiński formally submits his candidature for membership of the Supervisory Board of the Company during its new term, along with suitable statements which – together with his resume – are attached to the request.
Marcin Iwiński has fulfilled the duties of Chairperson of the Supervisory Board of the Company since 1 January 2023. According to his statement, he meets the criterion specified in Art. 129 section 5 of the Act of 11 May 2017 on licensed auditors, audit firms and public supervision – as concerns skills and knowledge in the Company's primary area of business activity.
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby appoints Beata Cichocka-Tylman as Member of the Supervisory Board of the Company for a new term, effective as of 1 January 2025.
The resolution enters into force on the moment of its adoption.
Pursuant to § 17 and § 18 section 1 of the Company's Articles of Association, as well as to Art. 385 § 1 of the Commercial Companies Code, the Supervisory Board of the Company consists of five persons who are appointed by the General Meeting for a joint four-year term.
On 17 October 2024 four incumbent members of the Supervisory Board of the Company submitted their resignations from membership of the Supervisory Board, effective at the end of day on 31 December 2024.
In light of, among others, the foregoing, Marcin Iwiński has requested that an Extraordinary General Meeting be convened, and that its agenda include, among others, resolutions concerning the beginning
of a new term of the Supervisory Board, along with votes on new candidates for membership of the Supervisory Board whose appointment would become effective on 1 January 2025 – this includes Ms. Beata Cichocka-Tylman's candidature.
Together with his request to convene an Extraordinary General Meeting, Marcin Iwiński formally submits Ms. Beata Cichocka-Tylman's candidature, along with suitable statements which – together with her resume – are attached to the request.
In line with the submitted statements, Ms. Beata Cichocka-Tylman:
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby appoints David Gardner as Member of the Supervisory Board of the Company for a new term, effective as of 1 January 2025.
The resolution enters into force on the moment of its adoption.
Pursuant to § 17 and § 18 section 1 of the Company's Articles of Association, as well as to Art. 385 § 1 of the Commercial Companies Code, the Supervisory Board of the Company consists of five persons who are appointed by the General Meeting for a joint four-year term.
On 17 October 2024 four incumbent members of the Supervisory Board of the Company submitted their resignations from membership of the Supervisory Board, effective at the end of day on 31 December 2024.
In light of, among others, the foregoing, Marcin Iwiński has requested that an Extraordinary General Meeting be convened, and that its agenda include, among others, resolutions concerning the beginning of a new term of the Supervisory Board, along with votes on new candidates for membership of the Supervisory Board whose appointment would become effective on 1 January 2025 – this includes Mr. David Gardner's candidature.
Together with his request to convene an Extraordinary General Meeting, Marcin Iwiński formally submits Mr. David Gardner's candidature, along with suitable statements which – together with his resume – are attached to the request.
In line with the submitted statements, Mr. David Gardner:
● meets the independence criteria in the sense of Art. 129 section 3 of the Act of 11 May 2017 on licensed auditors, audit firms and public supervision, and is not factually and significantly
related to any shareholder who controls at least 5% of the total number of votes at the Company,
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby appoints Adam Michał Kiciński as Member of the Supervisory Board of the Company for a new term, effective as of 1 January 2025.
The resolution enters into force on the moment of its adoption.
Pursuant to § 17 and § 18 section 1 of the Company's Articles of Association, as well as to Art. 385 § 1 of the Commercial Companies Code, the Supervisory Board of the Company consists of five persons who are appointed by the General Meeting for a joint four-year term.
On 17 October 2024 four incumbent members of the Supervisory Board of the Company submitted their resignations from membership of the Supervisory Board, effective at the end of day on 31 December 2024. On the same day, Mr. Adam Kicinski submitted his resignation from the position of Member of the Company's Management Board with effect from the end of day on 31 December 2024 and confirmed his intention to stand as a candidate to the Company's Supervisory Board.
In light of, among others, the foregoing, Marcin Iwiński has requested that an Extraordinary General Meeting be convened, and that its agenda include, among others, resolutions concerning the beginning of a new term of the Supervisory Board, along with votes on new candidates for membership of the Supervisory Board whose appointment would become effective on 1 January 2025 – this includes Mr. Adam Kiciński's candidature.
Together with his request to convene an Extraordinary General Meeting, Mr. Iwiński formally submitted Mr. Adam Kiciński's candidature, along with suitable statements which – together with his resume – are attached to the request.
In line with the submitted statements, Mr. Adam Kiciński meets the criterion specified in Art. 129 section 5 of the Act of 11 May 2017 on licensed auditors, audit firms and public supervision concerning possession of knowledge and skills in the scope of the Company's business activity.
The General Meeting of the Company, pursuant to Art. 385 § 1 of the Commercial Companies Code and § 18 section 1 of the Company's Articles of Association, hereby appoints Agnieszka Katarzyna Słomka-Gołębiowska as Member of the Supervisory Board of the Company for a new term, effective as of 1 January 2025.
The resolution enters into force on the moment of its adoption.
Pursuant to § 17 and § 18 section 1 of the Company's Articles of Association, as well as to Art. 385 § 1 of the Commercial Companies Code, the Supervisory Board of the Company consists of five persons who are appointed by the General Meeting for a joint four-year term.
On 17 October 2024 four incumbent members of the Supervisory Board of the Company submitted their resignations from membership of the Supervisory Board, effective at the end of day on 31 December 2024.
In light of, among others, the foregoing, Marcin Iwiński has requested that an Extraordinary General Meeting be convened, and that its agenda include, among others, resolutions concerning the beginning of a new term of the Supervisory Board, along with votes on new candidates for membership of the Supervisory Board whose appointment would become effective on 1 January 2025 – this includes Ms. Agnieszka Katarzyna Słomka-Gołębiowska's candidature.
Together with his request to convene an Extraordinary General Meeting, Marcin Iwiński formally submitted Ms. Agnieszka Katarzyna Słomka-Gołębiowska's candidature, along with suitable statements which – together with her resume – are attached to the request.
In line with the submitted statements, Ms. Agnieszka Katarzyna Słomka-Gołębiowska:
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