AGM Information • May 20, 2025
AGM Information
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Pursuant to art. 399 § 1 and art. 395 § 1 of the Commercial Company Code (hereinafter: "CCC"), the Management Board of DINO POLSKA S.A. with its registered office in Krotoszyn at ul. Ostrowska 122 (hereinafter: "Company"), entered in the Register of Commercial Undertakings of the National Court Register under file number KRS 0000408273 kept by the District Court of Poznań - Nowe Miasto and Wilda in Poznań, 9th Commercial Division of the National Court Register, taxpayer ID number (NIP): 621-176-61-91, share capital of PLN 9,804,000, paid up in full, hereby convenes an Ordinary Shareholder Meeting (hereinafter: "Shareholder Meeting") and pursuant to the wording of Art. 4022 of CCC presents the following information:
The Company's Management Board hereby convenes an Ordinary Shareholder Meeting to be held on 16 June 2025 at 10:00 a.m. in Krotoszyn in the Company's registered office – in the conference room in the offices of the Company's Management Board at ul. Ostrowska 122, 63-700 Krotoszyn, with the following agenda:
Pursuant to Art. 4061 § 1 of CCC, the date of registration for participation in the Shareholder Meeting falls sixteen days before the date of the Shareholder Meeting, i.e. 31 May 2025. Only persons who are Company Shareholders on 31 May 2025, i.e. the record date for participation in the Shareholder Meeting have the right to participate in the Shareholder Meeting. Pledgees and users vested with voting rights have the right to participate in the Shareholder Meeting if the limited right in rem instituted in their favor is recorded on the securities account on the date of registration of participation in the Shareholder Meeting. To participate in the Shareholder Meeting, a pledgee or user authorized under the Company's shares and vested with voting rights should file a request with the entity keeping the securities account, no earlier than after the announcement on convening the Shareholder Meeting and no later than on the first business day after the record date in
This certificate should contain all the information referred to in art. 4063 § 1 of CCC, i.e.:
certificate detailing the right to participate in the Shareholder Meeting.
the Shareholder Meeting, that is no later than on 2 June 2025, the issuance of a registered
The certificate shall indicate, in accordance with the request of a beneficiary of the rights attached to shares, pledgee or usufructuary, some or all of the shares registered in the securities account.
The Company shall establish the list of pledgees and users holding rights from the shares and who are vested with voting rights to participate in the Shareholder Meeting on the basis of the list prepared by the entity running the securities depository.
A Shareholder or Shareholders representing at least one-twentieth of the Company's share capital may request that specified items be placed in the agenda of the Shareholder Meeting. The request made by a Shareholder or Shareholders should be submitted to the Company's Management Board no later than twenty-one days before the designated date of the Shareholder Meeting, i.e. no later than by 26 May 2025, inclusively.
The request should contain a justification or a draft resolution pertaining to the proposed item on the agenda. The request may be submitted in writing (i.e. delivered in person with receipt of submission or sent to the Company with confirmation of dispatch and confirmation of receipt) to the address: DINO POLSKA S.A., ul. Ostrowska 122, 63-700 Krotoszyn or in electronic form (e-mail) by sending an e-mail to the stated e-mail address: [email protected].
The date of its receipt by the Company will evidence the meeting of the appropriate deadline for submitting the foregoing request, while if the electronic form is employed, the date of including the foregoing request in the Company's electronic mail system (receipt by the Company's mail server) will apply. The foregoing request may be submitted using the appropriate form, duly filled out and signed, downloaded from the Company's website, where if this is done electronically, the form and all attached documents must be sent as attachments in PDF format. A separate form for Shareholders who are a natural person and a separate form for Shareholders other than natural persons have been placed on the Company's website.
A Shareholder or Shareholders requesting the inclusion of certain matters in the agenda must present, along with this request, documents confirming their identity and their right to request the inclusion of specific items in the agenda of the Shareholder Meeting, in particular:
The obligation of attaching the documents referred to above pertains to Shareholders who submit a request in written form or in electronic form. The documents should be attached in the appropriate form having regard for the form of the request (a hardcopy document or a scan thereof in PDF format). The Company may take proper action to identify the Shareholder or Shareholders and verify the validity of the documents sent. All the documents conveyed to the Company, including the ones sent electronically should be in the Polish language (documents prepared in a language other than Polish should be translated into the Polish language by a sworn translator).
The Company's Management Board will announce any and all changes to the agenda made by request of a Shareholder or Shareholders promptly but no later than eighteen days before the date set for the Shareholder Meeting i.e. no later than on 29 May 2025. The announcement is made in the appropriate manner for convening a Shareholder Meeting.
A Company Shareholder or Shareholders representing at least one-twentieth of the share capital may submit draft resolutions in writing (i.e. deliver them in person with confirmation of submission or send them to the Company with confirmation of dispatch and confirmation of receipt) to the following address: DINO POLSKA S.A., ul. Ostrowska 122, 63-700 Krotoszyn or by using electronic means of communication send an electronic message to the specified e-mail address: [email protected] concerning items included or to be included in the Shareholder Meeting's agenda to the Company before the date of the Shareholder Meeting. The Company promptly announces the draft resolutions on its website.
A Shareholder may submit draft resolutions by using the appropriate form, duly filled out and signed, downloaded from the Company's website, where if this is done electronically, the form and all attached documents must be sent as attachments in PDF format. The draft resolutions will be announced promptly on the Company's website at http://grupadino.pl/walne-zgromadzenie/. A separate form for Shareholders who are a natural person and a separate form for Shareholders other than natural persons have been placed on the Company's website.
A Shareholder or Shareholders submitting draft resolutions concerning items included in the agenda of the Shareholder Meeting or items that are to be included in the agenda must present, along with this request, documents confirming their identity and their right to request the inclusion of specific items in the agenda of the Shareholder Meeting, in particular:
The obligation of attaching the documents referred to above pertains to Shareholders who submit a request in written form or in electronic form. The documents should be attached in the appropriate form having regard for the form of the request (a hardcopy document or a scan thereof in PDF format). The Company may take proper action to identify the Shareholder or Shareholders and verify the validity of the documents sent. All the documents conveyed to the Company, including the ones sent electronically should be prepared in the Polish language (documents prepared in a language other than Polish should be translated into the Polish language by a sworn translator).
During a Shareholder Meeting every Shareholder may propose draft resolutions on matters introduced in the agenda.
Shareholders may participate in a Shareholder Meeting and exercise their voting rights in person or by proxy. A Shareholder at the Shareholder Meeting should have a document stating his/her/its identity. A Shareholder that is not a natural person may participate in the Shareholder Meeting and exercise voting rights through a person authorized to submit representations of will on its behalf or through a proxy. The right to represent a shareholder that is not a natural person should follow from the excerpt from the appropriate register for the Shareholder produced at the time of drawing up the record of attendance (submitted as an original or a copy confirmed for compliance with the original by a notary), or possibly through a series of proxy statements and an excerpt from the appropriate register. A person extending a proxy statement on behalf of a Shareholder that is not a natural person should be disclosed in the current excerpt from the appropriate register for a given Shareholder or his/her appointment as a representative of the Shareholder that is not a natural person should stem from a resolution adopted by the appropriate body of that Shareholder authorizing that person to act. The resolution must be presented as an original or a copy confirmed for compliance with the original by a notary.
A Proxy exercises all rights of the Shareholder at the Shareholder Meeting unless the proxy statement document stipulates otherwise. A Proxy may extend a further proxy statement if that stems from the wording of the proxy statement. A Proxy may represent more than one Shareholder and vote differently from the shares of each Shareholder. A Company Shareholder holding shares recorded on more than one securities account may appoint separate proxies to exercise the rights attached to the shares recorded on each one of the accounts.
If a Shareholder's proxy at the Shareholder Meeting is a Management Board Member, a Supervisory Board Member, a Company employee, or a member of the governing bodies or an employee of a Company subsidiary, the proxy statement extended to him/her/it may give the right of representation only at one Shareholder Meeting. A Proxy is obligated to disclose to the Shareholder any circumstances indicating the existence or possibility of a conflict of interest. In such a case, it is not permitted to grant proxy statements to others. The proxy statement to take part in the Shareholder Meeting and exercise voting rights may be extended in writing or in electronic form. Granting a proxy statement electronically does not have to be signed with a qualified electronic signature. A proxy statement drawn up in a foreign language should be translated into the Polish language by a sworn translator. A proxy statement that has not been translated by a sworn translator into the Polish language shall not have any legal effect. The form containing the model proxy statement is available from the date of publication of this announcement on the Company's website at the following address http://grupadino.pl/walne-zgromadzenie/.
The Company should be notified about the extension of an electronic proxy statement using means of electronic communication in the form of information sent by electronic mail to the address of [email protected] such that it is possible to verify effectively the validity of proxy statements. For this purpose, a proxy statement sent electronically to the Company should be forwarded in PDF format. The information on the extension of a proxy statement should contain a precise indication of the proxy and the principal (specifying the first and last name, series and number of the personal identity card, address, phone no. and e-mail address of the principal and the proxy).
The information on the extension of a proxy statement should also specify the scope of the proxy statement, i.e. it should specify the number of shares from which the voting rights will be exercised and the date of the Shareholder Meeting and the name of the Company. After the extension of the proxy statement in electronic form, the Shareholder should promptly deliver copies of documents confirming the Shareholder's identity (scan in PDF format) to the Company (i.e. deliver them in person with confirmation of submission or send them to the Company with confirmation of dispatch and confirmation of receipt) to the address: DINO POLSKA S.A., ul. Ostrowska 122, 63-700 Krotoszyn or by using means of electronic communication by sending an e-mail to the stated e-mail address: [email protected], in particular:
A proxy statement extended in electronic form must be delivered to the company at the latest by 10:00 a.m. on the business day preceding the date of the Shareholder Meeting, i.e. 13 June 2025 at 10:00 a.m. as the Company must undertake verification-related activities. The Company will take proper action to identify the Shareholder and the proxy to verify the validity of the proxy statement extended in electronic form. Such verification
may include in particular a question sent through e-mail or a phone call made to the Shareholder or the proxy to confirm the fact of extension of the proxy statement and its scope.
A Proxy to whom a proxy statement has been extended in electronic form is obligated to present a document confirming the extension of the proxy statement at the time of producing the record of attendance at the Shareholder Meeting making it possible to identify the Shareholder submitting such a declaration and a document to identify the proxy.
A model form making it possible for a proxy to exercise voting rights containing the data specified in art. 4023 § 3 of CCC entitled "F2. Form for a proxy to exercise voting rights" has been placed on the Company's website at the address http://grupadino.pl/walnezgromadzenie/. If a proxy votes using the form, he/she must hand the form to the Chairperson of the Shareholder Meeting at the latest prior to ending the vote on a resolution that, according to the Shareholder's instructions, is to be voted on by using this form.
The Company's Management Board does not contemplate the possibility of participating in the Ordinary Shareholder Meeting convened to be held 16 June 2025 by using means of electronic communication.
6. Information about the method of speaking during the Shareholder Meeting using means of electronic communication.
The Company's Management Board does not contemplate the possibility of speaking during the Ordinary Shareholder Meeting convened to be held on 16 June 2025 by using means of electronic communication.
7. Information on the method of exercising voting rights by post or by means of electronic communication.
The Company's Management Board does not contemplate the possibility of exercising voting rights during the Ordinary Shareholder Meeting convened to be held on 16 June 2025 by using means of electronic communication.
During the Shareholder Meeting a shareholder has the right to pose questions concerning the matters included in the agenda of the Shareholder Meeting. According to Article 428 § 1 of CCC, the Management Board is obligated to provide the Shareholder with information pertaining to the Company in response to its request if this is justified to evaluate the matter in the agenda of the Shareholder Meeting.
The complete documentation that is to supposed to be presented to the Shareholder Meeting along with draft resolutions and information concerning the Shareholder Meeting will be placed on the Company's website at the address of http://grupadino.pl/walnezgromadzenie/ from the date of convening the Shareholder Meeting.
A Shareholder authorized to participate in the Shareholder Meeting may obtain in hardcopy form the full text of the documentation to be presented to the Shareholder Meeting and the draft resolutions or the remarks of the Management Board or the Supervisory Board pertaining to the matters included in the agenda of the Shareholder Meeting or the matters that are supposed to be added to the agenda prior to the date of the Shareholder Meeting in the Management Board office at the address of the Company's registered office: ul. Ostrowska 122, 63-700 Krotoszyn from 8:00 a.m. to 4:00 p.m. on business days.
Company Shareholders may contact the Company using means of electronic communication while having regard for the limitations contemplated by CCC and this announcement. In particular, Company Shareholders may submit motions, requests and send notifications and documents. Shareholders shall communicate with the Company electronically by using the specified e-mail address: [email protected].
A Shareholder using electronic means of communication shall bear the exclusive risk related to their usage.
In the event that a Shareholder sends documents to the Company electronically whose original copies have been drawn up in some language other than the Polish language, it is mandatory to attach to them a translation into the Polish language prepared by a sworn translator. All documents a Shareholder sends to the Company, and the Company sends to a Shareholder, electronically should take the form of a scan in PDF format.
The List of Shareholders authorized to participate in the Shareholder Meeting will be displayed in the Company's Management Board office at the address of ul. Ostrowska 122, 63-700 Krotoszyn, for three business days prior to holding the Shareholder Meeting from 8:00 a.m. to 4:00 p.m. on business days, i.e. on 11, 12 and 13 June 2025.
A Company Shareholder may request that the list of shareholders be sent to it free of charge to the address for electronic service or by e-mail, by specifying the e-mail address to which the list should be sent.
The request should be prepared in writing, signed by the Shareholder or persons authorized to represent the Shareholder and sent to the e-mail address: [email protected] in PDF format. Copies of documents confirming the identity of the Shareholder or the persons acting on behalf of the Shareholder (in particular a copy of: an identity card, an extract from the relevant register or a power of attorney) and the requesting party's status as a Shareholder should be attached to the request (in particular, a copy of the personal identity document, an excerpt from the appropriate register or the proxy statement).
All the documents conveyed to the Company, including the ones sent electronically should be in the Polish language (documents prepared in a language other than Polish should be translated into the Polish language by a sworn translator).
Pursuant to art. 407 § 2 of CCC, a Company Shareholder has the right to request the issuance of a copy of the motions concerning items included in the agenda one week prior to the date of holding the Shareholder Meeting, i.e. up to 9 June 2025.
All information regarding the Shareholder Meeting and forms are available on the Company's website at http://grupadino.pl/walne-zgromadzenie/.
On the date of announcing the Shareholder Meeting, the total number of the Company's outstanding shares in all issues (series A shares) is 98,040,000, yielding a total of 98,040,000 votes at the Company's Shareholder Meeting.
In accordance with the General Data Protection Regulation of 27 April 2016 (GDPR), the controller of your personal data is DINO POLSKA S.A. Our contact details: 63-700 Krotoszyn, ul. Ostrowska 122, phone +48 62 72 55 400, e-mail: [email protected].
The data controller is responsible for the security of the provided personal data of the Company's Shareholders, attorneys-in-fact authorized to vote, other persons authorized to exercise the voting rights at the Shareholder Meeting and the personal data disclosed during the Shareholder Meeting.
Contact about data protection. Please contact our Data Protection Inspector: [email protected].
Purpose of data processing. We will use your personal data for the following purposes:
The provision of data to the extent specified in CCC and data making it possible to verify the identity of Shareholder Meeting participants is required to participate in the Shareholder Meeting. Provision of an e-mail address is voluntary but required for contact with the Company by electronic mail.
Scope of data. We will process: first name, last name, residential address or address for service, PESEL number, number and series of the identity card, telephone number, NIP number (in the case of natural persons acting as part of their business activity), data contained in the proxy statements, data pertaining to shares and rights attached to shares (such as: number, type and numbers of shares, and number of votes held), personal data disclosed during the Shareholder Meeting, and – in the case of contact with the Company by electronic mail – e-mail address.
Period of data processing. We will use the data for the period required for the aforementioned purposes. Depending on the legal basis this will be:
Data recipients. Subject to any and all data security guarantees, we may transfer your data, in addition to the persons authorized by the Data Controller, to other entities, including: entities processing the data on our behalf, e.g. our providers of technical services, and other shareholders.
Rights. You may file with the Company a request for: access to your personal data (information about the processed personal data and copy of the data); correction of the data, if incorrect; deletion or limitation of the personal data processing. Notwithstanding the aforementioned rights, you may at any time object to the processing of your data if the use of the data is based on legitimate interest. You also have the right to lodge a complaint with the President of the Personal Data Protection Authority, if you believe that the processing of your personal data breaches the provisions of law.
Source of data. We may obtain your personal data from entities keeping the depository of securities and from shareholders, attorneys-in-fact and representatives.
Automated decision-making: Your personal data will not be subject to automated decision-making, including profiling, and will not be transferred to third countries or international organisations.
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