AGM Information • Jan 11, 2019
AGM Information
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Subject: Convening of the Extraordinary General Shareholders Meeting ofPfleiderer Group S.A.
RB 01/2019
The Management Board of Pfleiderer Group S.A. (the "Company") herebyinforms that the Company's Extraordinary General Shareholders Meeting(the "Meeting") shall be held on 7 February 2019 at 10:00 a.m. in WarsawPlaza Hotel, ul. Łączyny 5, 02-820 Warsaw.
Agenda for the Extraordinary General Shareholders Meeting:
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Confirmation that the Meeting has been duly convened and has thecapacity to adopt valid resolutions.
4. Adoption of the Meeting Agenda.
5. Appointment of the Ballot-Counting Committee.
6. Adoption of the resolution regarding the appointment of a member ofthe Company's supervisory board.
7. Adoption of the resolution regarding granting a consent for executionby the Company of the non-compete agreement with chairman of thesupervisory board of the Company.
8. Presentation of the information regarding performed purchase of thetreasury shares pursuant to Art. 363 § 1 of the Commercial CompaniesCode.
9. Closing the Meeting.
1. Participation in a General Shareholders Meeting and Exercise ofVoting Rights
a) Shareholder's Right to Request that Certain Items be Placed on theAgenda for a General Shareholders Meeting and Propose Draft ResolutionsConcerning Items which Have Been or Are to be Placed on the Agenda Priorto a General Shareholders Meeting
In accordance with Art. 401 § 1 of the Commercial Companies Code, ashareholder or shareholders representing at least 1/20 of the Company'sshare capital may request that certain items be placed on the agenda fora General Shareholders Meeting. Any such request should be submitted tothe Company's Management Board no later than 21 days prior to thescheduled date of the Meeting, i.e. by January 17th 2019. The requestshould contain grounds and a draft resolution concerning the proposedagenda item.
The request may be submitted in writing at the Company's registeredoffice or in the form of a scan sent via electronic mail to thefollowing address: [email protected].
In accordance with Art. 401 § 4 of the Commercial Companies Code, beforea General Shareholders Meeting a shareholder or shareholdersrepresenting at least 1/20 of the Company's share capital may send, inwriting or in the form of a scan via electronic mail [email protected], draft resolutions concerning items which havebeen or are to be placed on the agenda for a General ShareholdersMeeting.
The requests and proposals referred to above should be sent along withattached copies of documents confirming the identity of the shareholderor the person acting on his/her/its behalf as well as their right tosubmit requests and proposals, including in particular:
- a (deposit) certificate issued by an entity keeping the securitiesaccount in which the Company Shares are registered, confirming thathe/she/it is a shareholder representing at least 1/20 of the Company'sshare capital;
- if the shareholder is a natural person, a copy of his/her identitydocument or passport;
- if the shareholder is not a natural person, a copy of an excerpt fromthe relevant register specifying the manner of representation of theshareholder and the persons authorised to represent the shareholder.
b) Shareholder's Right to Propose Draft Resolutions During a GeneralShareholders Meeting
During a General Shareholders Meeting, each shareholder may submit draftresolutions concerning the agenda items. Any such draft resolutionsalong with grounds should be submitted in writing to the Chairperson ofthe General Shareholders Meeting.
c) Exercise of Voting Rights Through a Proxy and Notification of theCompany of the Appointment of a Proxy by Means of ElectronicCommunication
A shareholder may participate in a General Shareholders Meeting inperson or through a proxy.
Proxies may participate in a General Shareholders Meeting if theyproduce powers of proxy and a document confirming their identity. Aproxy of a shareholder which is not a natural person is additionallyrequired to submit a valid excerpt from the relevant register in whichthe shareholder is entered, confirming that the signatories of thepowers of proxy are entitled to represent the shareholder.
A shareholder may appoint a proxy by electronic means without placing asecure electronic signature on the powers of proxy. Granting powers ofproxy by electronic means should be carried out using a proxy formavailable at the investor relations section of the Company's website:www.pfleiderer.pl. Signed powers of proxy should be sent to the Companyin the form of a scan via electronic mail to the following address:[email protected]. The powers of proxy should be sent along withattached documents specified in the proxy form.
The aforementioned documents sent to the Company should be in the Polishlanguage. Any documents in a language other than Polish should be sentalong with their certified translation.
d) Use of Electronic Communication to Participate in and Take the FloorDuring General Shareholders Meetings
Currently, the Company's Articles of Association do not provide for thepossibility of participating in General Shareholders Meetings by meansof electronic communication.
e) Exercise of Voting Rights by Correspondence or by Means of ElectronicCommunication
Currently, the Company's Articles of Association do not provide for thepossibility of exercising voting rights at General Shareholders Meetingsby means of electronic communication.
The Bylaws of General Shareholders Meetings do not provide for thepossibility of exercising voting rights at General Shareholders Meetingsby correspondence.
2. Registration for Participation in the General Shareholders Meeting
The Company's Management Board informs interested parties that the dateof registration for participation in the General Shareholders Meeting,referred to in Art. 4061 of the Commercial Companies Code, is January22nd 2019.
The Management Board of the Company informs interested parties that onlythose persons who are shareholders of the Company on the registrationdate referred to above will have the right to participate in the GeneralShareholders Meeting.
3. Additional Information
All documents related to the items of the agenda for the GeneralShareholders Meeting will be available at the investor relations sectionof the Company's website: www.pfleiderer.pl.
This report was prepared pursuant to § 19 Section 1 item 1 of theRegulation of Minister of Finance on current and periodic information tobe published by issuers of securities and conditions for recognition asequivalent of information whose disclosure is required under the laws ofa nonmember state, dated March 29th 2018 (Dz. U. 2018, item 757).
11.01.2019
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