AGM Information • May 30, 2018
AGM Information
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Announcementabout convening of the Ordinary General Meeting of Shareholders ofAFORTI HOLDING S.A. on 26.06.2018
TheBoard of Directors of Aforti Holding S.A. with its registered office inWarsaw ("the Company", "the Issuer"), incorporated in the Register ofEntrepreneurs maintained by the District Court in Warsaw, the XIICommercial Division of the National Court Register, under KRS number0000330108 (the Company) in compilance with art. 399 § 1 and art. 4021of the Code of Commercial Companies and Partnerships, hereby convenesthe Ordinary General Meeting of Shareholders of Aforti Holding S.A for26 June 2018 at 11:30 am in the Company's headquarters in Warsaw, 8Chałubińskiego Street, XXIV floor.Agenda1.Opening of the Ordinary General Meeting of Shareholders;2.Election of the Chairperson of the Ordinary General Meeting ofShareholders;3.Confirmation that the Ordinary General Meeting has been properlyconvened and has the capacity to pass resolutions.4.Adoption of the agenda;5.Adoption of a resolution concerning approval of the separate financialstatement of the Board of Directors of operational activity of AfortiHolding S.A. and the separate financial statements of Aforti HoldingS.A. for the financial year of 2017 covering the period from January 1,2017 to December 31, 2017;6.Adoption of a resolution concerning approval of the consolidatedfinancial statement of the Board of Ditrectors of the Aforti Holding S.Aand the consolidated financial statements of the Aforti Holding CapitalGroup for the financial year of 2017 covering the period from January 1,2017 to December 31, 2017;7.Adoption of a resolution on the allocation of the profit for thefinancial year 2017, covering the period from January 1, 2017 toDecember 31, 2017;8.Adoption of resolutions related to granting the discharge to the Membersof the Board of Directors of Aforti Holding S.A. on the performance ofduties in the financial year 2017 covering the period from January 1,2017 to December 31, 2017;9.Adoption of resolutions related to granting the discharge to the Membersof the Supervisory Board of Aforti Holding S.A. on the performance ofduties in the financial year 2017 covering the period from January 1,2017 to December 31, 2017;10.Adoption of a resolutionon the amendment of the Company's Articles ofAssociation;11.Free applications;12.Closing of the Ordinary General Meeting of Shareholders;Inaccordance with art. 4022 of the Commercial Companies Code, all relevantinformations with regard to Shareholders Meeting, including reports anddocument, reffered to the items of agenda, are provided by the Board ofDirectors1.The right to add agenda itemsOneor more Shareholders holding at least 1/20 of the registered capital ofthe Company may request items to be added to the agenda of theShareholders Meeting and submit proposed resolutions in relations toexisting agenda or new items, provided that:a)the additional agenda items and proposed resolutions have been submittedin writing form by these Shareholders to the Board of Directors at theleast on June 5, 2018 (not later than 21 days prior to the date of theOrdinary General Meeting);b)they prove ownership of such shareholding as at the date of theirrequest and record their shares representing such shareholding on therecord date. The shareholding must be proven by a certificate evidencingthe registration of the relevant shares in the register of shares of theCompany.Anindividual, a partnership or a ligal entity shall confirm theentitlement to act on behalf of the entity by enclosing valid transcriptfrom the National Court Register (KRS). These additional agenda items orproposed resolutions may be delivered to the Company by mail sent to theCompany's registered office address: Warsaw, ul. Chałubińskiego 8, XXIVfloor or by e-mail (in PDF format) sent to [email protected] shall publish the modified agenda of the relevant ShareholdersMeeting at least 18 days prior to the date of the General Meeting (byJune 8, 2018).2.The right to submit proposed resolutionsOneor more Shareholders representing at least 1/20 of the registeredcapital of the Company may request to submit proposed resolutions toexisting agenda, provided that they prove ownership of such shareholdingas at the date of their request and record their shares representingsuch shareholding on the record date. The shareholding must be proven bya certificate evidencing the registration of the relevant shares in theregister of shares of the Company.Anindividual, a partnership or a ligal entity shall confirm theentitlement to act on behalf of the entity by enclosing valid transcriptfrom the National Court Register (KRS).Theseproposed resolutions may be delivered to the Company by mail sent to theCompany's registered office address: Warsaw, ul. Chałubińskiego 8, XXIVfloor or by e-mail (in PDF format) sent to [email protected] right to submit proposed resolutions during the Ordinary GeneralMeetingInaccordance with art. 401 § 5 of the Commercial Companies Code, eachShareholder entitled to participate in the General Meeting may submitdraft resolutions.4.The right to appoint a representativeShareholdersnot attending the Ordinary General meeting may choose to vote theirshares by proxy by allowing them to cast votes on their behalf.Inaccordance with art.4023 of the Commercial Companies Code, Shareholderswho wish to be represented by a proxy holder, are requested to use themodel of proxy form that is available at the Company's website.Notificationof the proxy to the Company must occur in writing by e-mail sent to:[email protected] wish to be represented by proxy, must have fulfilled the formalitiesset out below to be admitted to the Ordinary General Meeting containing:a)personal informations of proxy and the principal (name, telephonenumbers and e-mail addresses);b)the scope of the power of attorney (indicating the number of votingshares, the date and name of General Meeting);Thesigned proxy form must be received by the Company at the latest 1business day before the date of the Ordinary General Meeting ofShareholders.Shareholderswishing to attend the Ordinary General Meeting of Shareholders arerequred to demonstrate identity card, and proxies are required todemonstrate identity card and the proxy form in writing or printed PDFform.Representativeof legal entity or partnerships should additionally present validexcerpts of the commercial registers, listing entities authorized torepresent these legal entities. Representatives of Shareholders shouldbe exposed in the valid excerpt of the commercial register ofShareholder.Theproxy votes in accordance with the instructions given by the Shareholder.5.Participation in the Ordinary General Meeting of Shareholders usingelectronic means of communicationTheCompany's Articles of Association does not allow to participate in theOrdinary General Meeting of Shareholders using electronic means ofcommunication;6.Communication at the Ordinary General Meeting using electronic means ofcommunicationTheCompany's Articles of Association does not allow to communicate duringOrdinary General Meeting using electronic means of communication.7.Voting by mail or electronic means of communicationTheCompany's Articles of Association does not allow to vote usingelectronic means of communication.8.Registration day of the Ordinary General Meeting of ShareholdersInaccordance with art.4061 the Ordinary General Meeting of Shareholderswill be held on June 10, 2018 at the Company's registered office.Shareholderswho wish to participate in the Ordinary General Meeting must meetcertain requirements as follows:a)The Ordinary General Meeting may only be attended by entities who wereCompany Shareholders 16 days prior the Meeting who hold certificatesbearing their names, issued to confirm their right to participate in theOrdinary General Meeting;b)Shareholders who wish to attend the Ordinary General Meeting shallrequest entities maintaining their securities account to certificate theright to participate in the Ordinary General Meeting of the Company byJune 11, 2018 (the first day after the date of registration at theOrdinary General Meeting of Shareholders)9.The list of Shareholders entitled to participate in the Ordinary GeneralMeeting of ShareholdersTheCompany determines the list of Shareholders entitled to participate inthe Ordinary General Meeting of Shareholders provided by the NationalDepository for Securities (KDPW), based on registered certificatesissued by entities maintaining securities accounts for the right toparticipate in the Ordinary General Meeting of Shareholders.Thelist of Shareholders entitled to participate in the General Meetingshall be displayed at the Board of Directors office for 3 business daysprior to the General Meeting (June 21, 2018 till June 26, 2018 between10:00 - 16:30). A Shareholder may inspect the list at the Board ofDirectors office and request via e-mail: [email protected], thatthe list will be send to them free of chargé via electronic mail to thee-mail provided by a Shareholder.10.Documentation for the Ordinary General Meeting of ShareholdersThedocuments and draft resolutions can be obtained by the entities, whoparticipate in the Ordinary General Meeting, at the Company's registeredoffice address: Warsaw, ul. Chałubińskiego 8, XXIV floor or on theCompany's website at www.aforti.pl.11.General Informations regarding the Ordinary General Meeting ofShareholdersTheCompany shall provide all informations regarding the Ordinary GeneralMeeting of Shareholders on the Company's website at the address:www.aforti.pl. In addition, each Shareholder has the right to appear inperson at the Company's office and obtain all documentation related tothe General Meeting upon request.
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