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Cyfrowy Polsat S.A. AGM Information 2021

Jun 2, 2021

5576_rns_2021-06-02_00b47290-17ad-4674-b4ca-40c00ee63d54.pdf

AGM Information

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NOTICE OF THE MANAGEMENT BOARD OF CYFROWY POLSAT SPÓŁKA AKCYJNA ON CONVENING THE ANNUAL GENERAL MEETING

The Management Board of Cyfrowy Polsat S.A. with its registered office in Warsaw, entered into the register of entrepreneurs of the National Court Register (KRS) maintained by the District Court for the capital city of Warsaw in Warsaw, 14 th Business Division for the National Court Register, under No. 0000010078 (the "Company"), acting pursuant to Article 399 § 1 in conjunction with Articles 402¹ and 402² of the Commercial Companies Code (the "CCC"), hereby convenes the Annual General Meeting of the Company to be held on June 24, 2021 at 11:00 a.m. CET, in Warsaw, at the Company's registered office at street Łubinowa 4A.

Agenda of the Annual Meeting:

    1. Opening of the Annual General Meeting.
    1. Appointment of the Chairman of the Annual General Meeting.
    1. Validation of the correctness of convening the Annual General Meeting and its ability to adopt binding resolutions.
    1. Appointment of the Ballot Committee.
    1. Adoption of the agenda.
    1. Management Board's presentation of:
    2. a) the Management Board's Report on the Company's activities in the financial year 2020 and the Company's financial statements for the financial year 2020,
    3. b) the Management Board's Report on the activities of the capital group of the Company in the financial year 2020 and the consolidated financial statements of the capital group of the Company for the financial year 2020.
    1. The Supervisory Board's presentation of:
    2. a) its statement concerning the evaluation of the Management Board's Report on the Company's activities in the financial year 2020, the Management Board's Report on the activities of the Company's capital group in the financial year 2020, the Company's financial statements for the financial year 2020 and the financial statements of the Company's capital group for the financial year 2020, as well as the Management Board's motion regarding the distribution of the Company's profit generated in the financial year 2020,
    3. b) its report concerning the remuneration of the Management Board and Supervisory Boards Members for years 2019 and 2020.
    1. The Supervisory Board's presentation of the evaluation of the Company's standing and the Management Board's activities.
    1. Consideration and adoption of a resolution approving the Management Board's Report on the Company's activities in the financial year 2020.
    1. Consideration and adoption of a resolution approving the Company's annual financial statements for the financial year 2020.
    1. Consideration and adoption of a resolution approving the Management Board's Report on activities of the capital group of the Company in the financial year 2020.

Cyfrowy Polsat S.A. – Annex no.1 to current report no. 10/2021 dated May 28, 2021

    1. Consideration and adoption of a resolution approving the consolidated annual financial statements of the capital group of the Company for the financial year 2020.
    1. Consideration and adoption of a resolution approving the Supervisory Board's Report for the financial year 2020.
    1. Consideration and adoption of a resolution concerning the evaluation of the report on the remuneration of the Management Board and Supervisory Board Members for years 2019 and 2020.
    1. Adoption of resolutions granting a vote of approval to the members of the Management Board for the performance of their duties in the year 2020.
    1. Adoption of resolutions granting a vote of approval to the members of the Supervisory Board for the performance of their duties in the year 2020.
    1. Adoption of a resolution on the distribution of the Company's profit for the financial year 2020 and the allocation of a part of profits earned in previous years for a dividend payout.
    1. Adoption of resolutions on the determination of a number of members of the Supervisory Board and the appointment of members of the Supervisory Board for the next term of office.
    1. Closing of the Annual General Meeting.

Information for Shareholders

Right to Participate in the Annual General Meeting

The Management Board hereby notifies you that the right to participate in the Annual General Meeting is held, pursuant to Article 406¹ of the CCC, only by the persons who are shareholders of the Company at least 16 (sixteen) days before the date of the Annual General Meeting, i.e. on June 8, 2021 (the registration day for participation in the Annual General Meeting, hereinafter referred to as the "Registration Day"), provided that they present to the entity keeping their securities account a request to issue a confirmation issued on their name of the right to participate in the Annual General Meeting in the period from the announcement of convening the Annual General Meeting, i.e. May 28, 2021, to the first business day after the Registration Day, i.e. on June 9, 2021.

Pledgees and usufructuaries who are entitled to vote, have the right to participate in the Annual General Meeting if establishment of a limited right on their behalf is registered on a securities account on the Registration Day.

The list of shareholders authorized to participate in the Annual General Meeting shall be prepared on the basis of the share register and the register disclosed by the entity keeping the depository of securities (Krajowy Depozyt Papierów Wartościowych S.A.) and made available for inspection from 9 a.m. to 4 p.m. CET at Company's registered office, address: street Łubinowa 4A, 03-878 Warsaw, for 3 business days before the date of the Annual General Meeting, i.e. on June 21-23, 2021.

A Company's shareholder may inspect the shareholders' list at the premises of the Company's Management Board and request a copy of the list upon reimbursement of costs of its preparation. A Company's shareholder may also request the shareholders' list be sent to such a shareholder by electronic mail free of charge, specifying the address to which the list should be sent. A shareholder may submit such a request by electronic mail to the following address: [email protected].

Selected rights of shareholders connected with the Annual General Meeting

A shareholder or shareholders representing at least one twentieth of the share capital may:

  • (i) request that specified items be put on the agenda of the Annual General Meeting; such a request should be submitted to the Management Board at least 21 (twenty one) days before the date of the Annual General Meeting, i.e. by June 3, 2021; the request should provide a substantiation or draft resolution regarding the item proposed to be put on the agenda; the request should be sent to the Company's address or in an electronic format to the following address: [email protected]. Documents confirming the right to submit the request should be attached thereto. The Management Board shall immediately, and not later than at least 18 (eighteen) days prior to the planned date of the Annual General Meeting, i.e. by June 6, 2021, announce changes to the agenda introduced upon shareholders' request. The announcement shall be made in the manner appropriate to convene the General Meeting;
  • (ii) submit to the Company before the date of the Annual General Meeting, in writing to the address of the Company's registered office or in an electronic format to the following address: [email protected], draft resolutions regarding matters on the agenda of the Annual General Meeting or matters which are to be introduced to the agenda. The Company informs that, in accordance with The Best Practice for GPW Listed Companies 2021, draft resolutions mentioned above shall be submitted by a shareholder not later than 3 (three) days prior to the scheduled date of the Annual General Meeting, i.e., until June 21, 2021. The Company immediately publishes draft resolutions on its website under the following address: http://www.grupapolsat.pl/en, subpage Corporate Governance, tab General meetings – Materials;
  • (iii) submit during the Annual General Meeting draft resolutions concerning matters on the agenda. In addition, a shareholder may propose changes and supplements to draft resolutions included on the agenda of the Annual General Meeting – until the closing of the discussion over the item on the agenda regarding the draft resolution to which such proposal refers. Proposals with a brief substantiation should be submitted in writing, separately for each draft resolution, specifying the full name or the company (name) of the shareholder to the Chairman of the General Meeting.

The manner of participation in the Annual General Meeting and exercising voting rights

A shareholder who is a natural person may participate in the Annual General Meeting and vote in person or by proxy. A shareholder who is not a natural person may participate in the Annual General Meeting and vote by a person authorized to make declarations of intent on its behalf or by proxy. The power of attorney to participate in the Annual General Meeting and to vote should be executed in writing or granted in an electronic format.

The power of attorney granted in an electronic format does not require a secured electronic signature verified with a valid qualified certificate. The Company should be notified of any power of attorney granted in an electronic format by electronic mail at the following address: [email protected]. The information on granting the power of attorney should include the particulars of the attorney-in-fact (proxy holder) and the grantor (including their full names (business name), place of residence (registered office)) and specify the number of shares and votes for which the right to vote will be executed. Any consequence resulting from an improper manner of granting the power of attorney shall be borne by the grantor.

The Company may take appropriate actions to identify the shareholder and attorney-in-fact in order to verify the validity of the power of attorney granted in an electronic format. The Company may, in particular, ask the shareholder, via e-mail, to confirm the fact that the power of attorney has actually been granted.

In order to identify the shareholder granting the power of attorney, the notice on granting the power of attorney in an electronic format should include the following (as an appendix):

  • (i) if the shareholder is a natural person: a copy of an ID card, passport or any other official identity document of such shareholder; or
  • (ii) if the shareholder is not a natural person: an excerpt from an appropriate register or other document confirming that a given natural person(s) is (are) authorized to represent the shareholder at the Annual General Meeting (e.g. uninterrupted series of powers of attorney).

If there are any doubts as to the authenticity of the aforementioned documents, the Management Board of the Company reserves the right to request the attorney-in-fact (proxy) to present the following documents when the attendance list is being drawn up:

  • (i) if the shareholder is a natural person: a copy of an original ID card, passport, or any other official identity document of the shareholder certified to be a true copy of the original document by a notary or any other entity authorized to do so; or
  • (ii) if the shareholder is not a natural person: an original or copy of the document certified by a notary or some other entity authorized to certify that an excerpt from an appropriate register or other document confirming that a given natural person(s) is (are) authorized to represent the shareholder at the Annual General Meeting (e.g. uninterrupted series of powers of attorney) are true copies of the original document.

For the identification purpose of the attorney-in-fact (proxy), the Management Board of the Company reserves the right to request the attorney-in-fact to present the following when the attendance list is being drawn up:

  • (i) if the attorney-in-fact is a natural person: an ID card, passport, or any other official identity document of the attorney-infact; or
  • (ii) if the attorney-in-fact is not a natural person: an original or copy of the document certified by a notary or some other entity authorized to certify that an excerpt from an appropriate register or other document confirming that a given natural person(s) is (are) authorized to represent the shareholder at the Annual General Meeting (e.g. uninterrupted series of powers of attorney) are true copies of the original document and an ID card, passport, or any other official identity document of the natural person(s) authorized to represent the attorney-in-fact at the Annual General Meeting.

The right to represent the shareholder who is not a natural person should arise from a current excerpt from the relevant register presented when the attendance list is being drawn up, possibly from an uninterrupted series of powers of attorney, and the person(s) granting the power of attorney on behalf of the shareholder who is not a natural person should be enumerated in the said excerpt.

Forms referred to in Article 402³ § 1 Section 5 of the CCC, under which the voting right may be exercised by proxy are available on the Company's website at www.grupapolsat.pl/en/, subpage Corporate Governance, tab General Meetings - Materials. The shareholder is not obligated to grant a power of attorney using the form made available by the Company.

In addition, the Management Board notifies you that, if the power of attorney is granted together with a voting instruction, the Company will not verify whether or not attorneys-in-fact exercise their voting rights in accordance with the instructions received from the shareholders. Therefore, the Management Board informs you that any voting instruction should only be given to the attorney-in-fact alone.

A member of the Company's Management Board and employee of the Company may act as attorneys-in-fact at the Annual General Meeting. If a member of the Company's Management Board or Supervisory Board, liquidator, employee or a member of the corporate bodies or employee of a subsidiary of Cyfrowy Polsat acts as an attorney-in-fact at the Annual General Meeting, then the power of attorney may entitle such person to represent the shareholder at only one general meeting. The attorney-in-fact is

obliged to disclose to the shareholder any circumstances indicating that any conflict of interest exists or may occur. Granting further powers of attorney by the attorney-in-fact referred to herein is excluded.

The regulations of the Company's General Meeting do not provide for a possibility to vote by mail or through the use of electronic means of communication.

The Company does not anticipate that the shareholders may participate in the Annual General Meeting through the use of electronic means of communications.

The Company's Articles of Association do not provide for a possibility to voice one's opinion during the Annual General Meeting through the use of electronic means of communications.

Candidates for members of the Supervisory Board

The Company informs that, in accordance with The Best Practice for GPW Listed Companies 2021, a shareholder shall submit candidates for members of the Supervisory Board with a notice necessary for shareholders present at the Annual General Meeting to make an informed decision and in any case no later than 3 (three) days before the date of the Annual General Meeting, i.e., until June 21, 2021. The Company shall immediately publish the received names of candidates and all related documents on the Company's website under the following address: http://www.grupapolsat.pl/en, subpage Corporate Governance, tab General meetings – Materials. Candidates for members of the Supervisory Board shall make a declaration concerning the fulfilment of the requirements for members of the Audit Committee referred to in the Act of May 11, 2017 on Auditors, Audit Firms and Public Supervision and having actual and material relations with any shareholder who holds at least 5% of the total vote in the Company.

Materials concerning the Annual General Meeting

Any person authorized to participate in the Annual General Meeting may obtain all the documents to be presented at the Annual General Meeting, together with draft resolutions, from the Company's website as of the date on which the Annual General Meeting has been convened, pursuant to Article 4023 § 1 of the CCC. Any comments of the Management Board or the Supervisory Board concerning issues introduced to the agenda of the Annual General Meeting or issues which are to be placed on the agenda before the Meeting, will be available on the Company's website, immediately after they are made.

Registration of attendance at the Annual General Meeting

The persons authorized to participate in the Annual General Meeting are asked to register and take a ballot tablet in front of the meeting venue half an hour before the commencement of the Annual General Meeting as such.

Other information

Information on the Annual General Meeting will be made available on the Company's website at www.grupapolsat.pl/en/, subpage Corporate Governance, tab General Meetings – Materials (http://www.grupapolsat.pl/en/corporate-governance/generalmeeting/materials).