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GTC - Globe Trade Centre S.A. — AGM Information 2021
Jun 2, 2021
5627_rns_2021-06-02_82c553f7-4832-4cd6-b65e-c9396a619512.pdf
AGM Information
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ANNOUNCEMENT OF THE MANAGEMENT BOARD OF GLOBE TRADE CENTRE SPÓŁKA AKCYJNA WITH ITS REGISTERED SEAT IN WARSAW ON THE CONVOCATION OF AN ANNUAL GENERAL MEETING
The Management Board of Globe Trade Centre Spółka Akcyjna with its registered seat in Warsaw (the "Company"), pursuant to Article 395 and Article 399 §1 in conjunction with Articles 4021 and 4022of the Commercial Companies Code (the "CCC"), convenes the Annual General Meeting of the Company (the "General Meeting") for 29 June 2021 at 12.00 (Warsaw Time – UTC+2) to be held in Warsaw at ul. Komitetu Obrony Robotników 45A (the "Nothus" Building).
Agenda:
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- Opening of the General Meeting;
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- Election of the Chairman of the General Meeting;
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- Statement regarding the fact that the General Meeting has been duly convened and is capable of adopting resolutions;
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- Adoption of the General Meeting's agenda;
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- Adoption of a resolution on the consideration and approval of the Company's financial statements for the 2020 financial year, and of the report of the Management Board on the Company's operations in the 2020 financial year;
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- Adoption of a resolution on the consideration and approval of the consolidated financial statements of the Company's Capital Group for the 2020 financial year and of the report of the Management Board on the operations of the Company's Capital Group in the 2020 financial year;
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- Adoption of a resolution regarding the coverage of losses incurred in the 2020 financial year;
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- Adoption of resolutions on granting approval on fulfilment of duties performed by the Company's Management Board Members in the 2020 financial year;
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- Adoption of resolutions on granting approval on fulfilment of duties performed by the Company's Supervisory Board Members in the 2020 financial year;
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- Adoption of a resolution on the opinion of the General Meeting of the Company on the report on the remuneration of Members of the Management Board and Supervisory Board of the Company for the years 2019 - 2020;
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- Adoption of a resolution on the increase of the Company's share capital through the issuance of ordinary series O bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the series O shares, the amendment to the Company's statute, the application for the admission and introduction of the series O shares and/or rights to the series O shares to trading on the regulated market operated by the Warsaw
Stock Exchange and the dematerialisation of the series O shares and/or the rights to the series O shares;
- Closing of the Meeting.
Information for shareholders
1. Right to participate in the General Meeting
The Management Board informs that pursuant to Article 4061 and Article 4062of the CCC, the following persons are entitled to participate in the General Meeting:
- (i) all persons who were shareholders of the Company 16 days prior to the date of the General Meeting, i.e. on 13 June 2021 (the date of registration of participation in the General Meeting, hereinafter referred to as the "Registration Date"), provided that they deliver to the entity that keeps their securities account a request for a name certificate confirming their individual right to participate in the General Meeting within the period from the announcement of the convocation of the General Meeting to the first business day following the Registration Date, i.e. 14 June 2021;
- (ii) all persons holding registered shares and temporary certificates as well as pledgees and usufractuaries, provided that they are registered in the share register on the Registration Date;
- (iii) all persons who have individual certificates confirming their right to participate in the General Meeting issued by an entity keeping a securities account at the request of a person entitled to dematerialised bearer shares in the Company made no earlier than after the announcement of the General Meeting and no later than on the first business day after the Registration Date; and
- (iv) representatives of all of the shareholders referred to in section (i) above who have duly documented their authority to act on behalf of the shareholder.
The list of shareholders entitled to participate in the General Meeting will be prepared by the Management Board and presented at the registered seat of the Company at ul. Komitetu Obrony Robotnikow 45A, 02-146 Warsaw, between: 10.00 a.m. and 4.00 p.m., for three business days prior to the General Meeting, i.e. on 24, 25 - 28 June 2021. Any shareholder of the Company may request to be provided free of charge with the list of shareholders by email by giving the address to which the list should be sent. The shareholders may make such request by email to the following address: [email protected]
2. Selected rights of shareholders relating to the General Meeting
One or several shareholders who represent at least one-twentieth of the Company's share capital are entitled to:
(i) demand to include certain matters in the agenda of the General Meeting; such request should be submitted to the Management Board no later than 21 days prior to the date of the General Meeting; the request should include a justification or a draft resolution concerning the proposed item on the agenda; the request may be submitted by email, to: [email protected]; and
(ii) submit to the Company draft resolutions regarding matters included in the agenda of the General Meeting or matters that are to be included on the agenda before the date of the General Meeting in writing or by email to: [email protected].
At the General Meeting, each shareholder of the Company may present draft resolutions regarding matters included in the agenda.
At the General Meeting, each shareholder of the Company may raise questions concerning matters that are placed on the agenda of the General Meeting.
3. Participation in the General Meeting and exercising voting rights
A shareholder who is a natural person may participate in the General Meeting and exercise voting rights either personally or through a proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise voting rights through a person authorised to make representations of will on its behalf or through a proxy. A relevant power of attorney must be granted in writing or in electronic form. A power of attorney granted in electronic form does not require a secure signature verified by way of a valid qualified certificate. The Company should be notified of the granting a power of attorney in electronic form by email to: [email protected].
For the purposes of identification of the shareholder who granted a power of attorney, the notification of granting a power of attorney in electronic form should include (as an attachment):
- (i) in the case of a shareholder being a natural person a copy of an identity card, passport or any other official identification document confirming the identity of the shareholder; or
- (ii) in the case of a shareholder not being a natural person a copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person (natural persons) to represent the shareholder at the General Meeting (e.g. an uninterrupted chain of powers of attorney).
If there is any doubt as to the authenticity of the copies of the above-mentioned documents, the Management Board reserves the right to require the attorney to present the following documents while preparing the attendance list:
- (i) in the case of a shareholder being a natural person a true and correct copy of an identity card, passport or any other official identification document confirming the identity of the shareholder, certified by a notary or other entity authorised to certify documents as true and correct copies; or
- (ii) in the case of a shareholder not being a natural person– an original or a true and correct copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person(s) to represent the shareholder at the General Meeting (e.g. an uninterrupted chain of powers of attorney), certified by a notary or other entity authorised to certify documents as true and correct copies.
For the purposes of identification of the attorney, the Management Board of the Company reserves the right to require the attorney to present the following documents while preparing the attendance list:
(i) in the case of an attorney being a natural person – an identity card, passport or any other official identification document confirming the identity of the shareholder; or
(ii) in the case of an attorney not being a natural person – an original or a true and correct copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person(s) to represent the attorney at the General Meeting (e.g. an uninterrupted chain of powers of attorney), certified by a notary or other entity authorised to certify documents as true and correct copies.
The forms referred to in Article 4023 §1.5 of the CCC, permitting for the exercise of voting rights by a proxy are provided at the Company's website: www.ir.gtc.com.pl. The Company does not require that the powers of attorney be granted using such form.
Furthermore, the Management Board informs that if a shareholder grants a power of attorney along with a voting instruction, the Company will not verify whether the attorney exercises voting rights in accordance with the instructions received from the shareholders. In light of the above, the Management Board informs that a voting instruction should be delivered only to the attorney.
The Company has not adopted any By-laws of the General Meeting. The Articles of Association of the Company do not provide for the possibility of exercising voting rights at the General Meeting by mail or with the use of electronic communication means.
The Company does not provide the option of participating in the General Meeting using the means of electronic communication, but does transmit the General Meeting and provides two-way communication in real time which may be used by the shareholders to present their opinions during the General Meeting while they are at a location other than the location where the meeting is held.
The General Meeting will be broadcast in real time through the Internet to the public network, and subsequently recorded and made public at: http://ir.gtc.com.pl/en/corporate-governance/generalshareholders-meeting.
The information regarding the method of speaking during the General Meeting using the means of electronic communication is provided in a schedule to this announcement.
4. Electronic communication between the Shareholders and the Company
Subject to the restrictions resulting from the Commercial Companies Code, the Company's shareholders may communicate with the Company using means of electronic communication. Specifically, the Company's shareholders may present motions, requests, ask questions and send notices and documents.
The electronic communication between the shareholders and the Company is conducted through the following email address: [email protected]. The risk related with the Company's shareholders using electronic means of communication with the Company is borne by the shareholder.
For the purposes of verifying the shareholder or a proxy, the Company will take the respective verification measures in accordance with section 3 above.
In the case of an electronic transfer to the Company by the shareholder of any documents that are originally drafted in a language other than Polish, the shareholder is required to attach to such documents a Polish translation thereof prepared by a sworn translator.
All of the documents delivered by the shareholder to the Company and by the Company to the shareholder using electronic means of communication should be scanned and sent in PDF format.
The maximum permitted size of any single message sent to the following email address: [email protected] is 5MB. If a message exceeds the admissible size, please divide it into several parts none of which will exceed 5 MB. If a message exceeding the permitted size is sent, it will not be delivered.
5. Materials concerning the General Meeting
Any person entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting, including the draft resolutions or, if no resolutions will be voted on, remarks of the Management or the Supervisory Boards regarding the matters on the agenda of the General Meeting or the matters that are to be included in the agenda before the date of the General Meeting, at the Company's website: www.gtc.com.pl and at the office of the Company ul. Komitetu Obrony Robotników 45A, 02-146 Warsaw between 10.00 a.m. and 4.00 p.m.
6. Attendance registration at the General Meeting
Persons entitled to participate in the General Meeting are requested to register and collect voting cards directly at the front of the meeting room, half an hour prior to the commencement of the General Meeting.
7. Other information
All of the information concerning the General Meeting will be made available on the Company's website: www.ir.gtc.com.pl.
Furthermore, the Management Board informs that any and all matters that are not regulated by this announcement shall be governed by the CCC and the Articles of Association of the Company; therefore, the shareholders of the Company are requested to acquaint themselves with the above-mentioned regulations.
Should you have any questions or concerns concerning participation in the General Meeting, please contact the Company at: +48 22 16 60 700 or by email: [email protected].
Schedule to the announcement
regarding the convocation of the General Meeting
of Globe Trade Centre S.A. for 29 June 2021 (the "Announcement")
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- Pursuant to the recommendation IV.Z.2 of the Code of Best Practice for WSE Listed Companies, the Company provides its shareholders with real-life broadcasts of general meetings and, pursuant to sections 1) and 2) of recommendation IV.R.2, the Company provides its shareholders with:
- 1.1 real-life broadcast of general meetings;
- 1.2 real-time bilateral communication where shareholders may speak during a general meeting from a location other than where the general meeting is being held.
For the avoidance of doubt, the shareholders' right to speak during the general meeting (on-line electronic communication) does not include voting ("in favour", "against", "abstained") or expressing objections using the means of electronic communication.
The Company has not implemented section 3) of recommendation IV.R.2 whereby it does not provide its shareholders with the possibility to exercise (whether in person or through a proxy) voting rights during the general meeting with the use of means of electronic communication.
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- The option of on-line electronic communication during the General Meeting will be provided to the shareholders who satisfy the following requirements.
- 2.1 Formal requirements:
From the date following the date of publication of the Announcement until 4:00 p.m. on 21 June 2021, the shareholder (personally or through a proxy) should notify the Company of its intention to use the on-line electronic communication during the General Meeting and deliver the following documents by post as well as the following information to the following email address: [email protected].
- a) information regarding the shareholder's intention to use the on-line electronic means of communication in the course of the General Meeting, including the email address to which the login and the access password should be sent (the "Notice"); and
- b) a scanned copy of the identification document, the relevant pages of a passport or any other document permitting identification of the shareholder. If the shareholder is a legal person or an organisational unit other than a legal person, it should send a scanned copy of a relevant register or any other document confirming the authority of the persons acting on behalf of another entity. If a power of attorney is granted, section 3 of the Announcement shall apply accordingly.
2.2 Technical requirements:
In order to use the IT platform dedicated for participating in general meetings in the online mode using the means of electronic communication it is necessary to have an Internet connection with the minimum bandwidth of 4 Mbps (suggested fixed bandwidth while using the platform) and a computer with speakers, Windows 10 or macOS operating system and Firefox, Chrome, Safari or Edge web browser updated to the newest version (all such web browsers are available for free download on the Internet). The use of Internet Explorer is not recommended. It is recommended that while using the platform the user does not use any other applications so that they do not overload the computer and the Internet connection used by the platform. It is recommended to use the platform in full-screen mode.
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- The Company, based on the list received from the NDS of the shareholders who are authorised to participate in the General Meeting as well as the status of shareholders entered in the Company's share register, will verify the authority of the relevant shareholder who delivered the Notice. For the purposes of correct verification, the Company may contact the shareholder or the proxy using the contact data provided in the Notice.
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- If the inconsistencies, if any, are not eliminated by (email) correspondence within the time designated by the Company, the Company will refuse to provide to the shareholder to which such inconsistencies apply with a login and access password to the on-line communication during the General Meeting, of which such shareholder will be notified by notice delivered to the email address given in the Notice.
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- Following a positive verification of the documents sent by the shareholder (personally or through a proxy) in accordance with section 2 above, the Company will deliver, by email to the email address given in the Notice, the login and access password to the on-line communication during the General Meeting.
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- The shareholders log in through the website, with the transmission available at: http://ir.gtc.com.pl/en/corporate-governance/general-shareholders-meeting. It is possible to log in until the completion of the General Meeting.
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- The login and the access password authorise the shareholder to on-line electronic communication at one general meeting only. The Company provides further that the shareholder or the proxy bear the exclusive risk related with the improper or unauthorised use of the login and password.
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- During the on-line broadcast there may be some delays typical for video streaming through the Internet.
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- The Company informs that it will be possible to receive the broadcast of the General Meeting translated into English, and an interpreter (Polish – English – Polish) will be present at the General Meeting.
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- Any and all matters not regulated by this document will be governed by the generally applicable laws and the general terms as set out in the Announcement.
Information note on the processing of personal data
Data Controller: Globe Trade Centre S.A. (GTC S.A.) with its registered seat in Warsaw
You can contact us and the data protection officer in the following manner:
1) by post at the address: Globe Trade Centre S.A. ul. Komitetu Obrony Robotników 45A, 02-146 Warsaw 2) by emai:
Reasons for processing the personal data and legal basis for processing:
- 1) to comply with the obligations related to shareholders arising from "Best Practices for WSE Listed Companies 2016";
- 2) to document and archive the General Meeting;
- 3) to ensure the legal safety of the shareholders and other participants of the General Meeting.
Information regarding the processing of personal data:
- 1) the Data Controller does not profile personal data and does not engage in automated decision-making;
- 2) the Data Controller does not transfer the data to third countries outside the European Economic Area;
- 3) the personal data shall be stored until such time as the Data Controller concludes its activities;
- 4) the personal data shall be disclosed to persons visiting the website of the Data Controller, at which a recording of the General Meeting will be made available, as well as to the employees and entities which provide the services which require access to data in connection with the General Meeting.
Rights related to the processing of personal data:
- 1) the right to access the personal data;
- 2) the right to demand the rectification of the personal data;
- 3) the right to demand the deletion of the personal data;
- 4) the right to demand restrictions as regards the processing of personal data;
- 5) the right to object;
- 6) the right to file a complaint to the President of the Data Protection Office.
GTC S.A.