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Equnico SE — AGM Information 2021
Sep 17, 2021
5797_rns_2021-09-17_e9698574-7702-4514-92ee-c74afcf4a0bf.pdf
AGM Information
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NOTICE OF CONVENING ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RESBUD SE ON 12th OCTOBER 2021
Published on 17 th of September 2021
The Management Board of RESBUD SE, Estonian registry code 14617750, seat Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia (hereinafter Company) convenes an Annual General Meeting of shareholders, which is held on 12th of October 2021, starting at 10:00 (CEST) in Modlniczka (32-085), Zielna 20 street, Poland (RESBUD SE branch office in Poland).
The agenda of the Annual General Meeting of Shareholders determined by the Supervisory board is as follows:
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- Approval of the 2020 Annual Report of RESBUD SE.
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- Covering of loss of RESBUD SE for the financial year 2020.
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Election of the audit firm to audit the company's financial statements for 2021 and 2022 year.
The following proposals are made by the Management Board and Supervisory Board to the Annual General Meeting of shareholders of the Company:
Draft Resolutions
1. Approval of the 2020 annual Report of RESBUD SE.
1.1 To approve audited annual report of the Company for 2020.
2. Covering of loss of RESBUD SE for the financial year 2020.
2.1 To adopt the resolution on the method of covering the net loss in the amount of EUR - 347 thousand for 2020 from deferred profits.
2.2 Decide not to make contributions to the statutory reserve fund or other reserves of the Company.
3. Election of the audit firm to audit the company's financial statements for 2021 and 2022 year.
3.1 Resignation from the company Number RT OÜ based in Estonia, company code 10213553, as the audit company selected for the audit of financial statements for 2020 and 2021.
3.2 Choosing an audit company that will audit the Company's consolidated financial statements for the years 2021 and 2022.
3.3 Authorization of the members of the Management Board of the Company: Mr. Krzysztof Długosz and Ms. Joanna Dyja to conclude and sign an agreement for the provision of audit services with chosen audit company and to establish other terms of the agreement for the provision of audit services at their own discretion, as well as to conclude and sign other related documents and perform other activities for the proper execution of the audit.
ORGANISATIONAL ISSUES
After the items on the agenda of the Annual General Meeting, including additional issues, have been discussed, the shareholders can ask for information from the Management Board about the activity of the Company.
The list of shareholders entitled to participate in the Annual General Meeting will be determined as at seven days before holding the Annual General Meeting, i.e. as at 5th of October 2021 at the end of the working day of the Nasdaq CSD Estonian Settlement System.
The registration of the participants of the Annual General Meeting starts on the day of the meeting, i.e. on 12th of October 2021 at 09:30 (CEST). For registration you are kindly requested to submit the following documents:
- − a shareholder that is a natural person personal identification document;
- − a representative of a shareholder that is a natural person personal identification document and a written letter of authorization;
- − a legal representative of a shareholder that is a legal person an extract of the relevant (commercial) register in which the legal person is registered, and the personal identification document of the representative;
- − a transactional representative of a shareholder that is a legal person is also required to submit a written authorization issued by the legal representative of the legal person in addition to the above listed documents.
We ask the documents of a legal person registered in a foreign country to be legalized or having an apostille attached to the documents beforehand, unless specified otherwise in an international agreement. RESBUD SE may register a shareholder that is a legal person from a foreign country to the Annual General Meeting also in case all required information on the legal person and its representative are included in a notarized letter of authorization issued in the foreign country and the respective letter of authorization is accepted in Estonia.
We ask you to present a passport or an ID-card as a personal identification document.
A shareholder may inform of the appointment of a representative or withdrawal of an authorization given to a representative before the Annual General Meeting by e-mail on [email protected] or by submitting the mentioned document(s) on business days from 09:00 to 17:00 no later than by 11th of October 2021 to Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia, prepared on the respective forms published on the homepage of RESBUD SE at http://www.resbud.pl.
You can find information about appointment of a representative or withdrawal of an authorization on the same homepage.
The draft of the resolutions, and any other documents of the Annual General Meeting are available for reviewing as of 17 th of September 2021 on the website of the Company at: http://www.resbud.pl and on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9- 40, 11314, Estonia. Questions regarding any item on the agenda of the Annual General Meeting may be addressed to the Company by e-mail at [email protected], or by telephone +372 602 77800. The questions, responses and the minutes of the Annual General Meeting shall be published on the website of the Company at http://www.resbud.pl.
The shareholders, whose shares represent at least 1/20th of the share capital may request that additional issues be included in the agenda of the Annual General Meeting, provided that the relevant request is submitted in writing at least 15 days prior to the date of the Annual General Meeting, at the latest by 27th of September 2021.
The shareholders, whose shares represent at least 1/20th of the share capital may submit to the Company a written draft of the resolution in respect to each item on the agenda of the Annual General Meeting, at the latest 3 days prior to the date of the Annual General Meeting by 9th of October 2021. More detailed information available on § 287 of the Estonian Commercial Code (right of shareholder to information), §293 (2) (right to demand the inclusion of additional issues in the agenda) and §2931 (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §2931 (4) (right to submit a draft of the resolution in respect to each item on the agenda) about the rules and term of exercising these rights have been published on the homepage of RESBUD SE at http://www.resbud.pl. The submitted proposals regarding additional items on the agenda, the reasoning for including any items on agenda, and draft resolutions shall be published after their receipt on the website of the Company at http://www.resbud.pl. The drafts and statements of reason thereof are available for reviewing also at the office of the Company on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia.
ADDICTIONAL INFORMATION ON THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RESBUD SE
1. Procedure for inquiries from the Management Board
A shareholder has the right to receive information on the activities of the public limited company from the Management Board at the General Meeting. The Management Board may refuse to give information if there is a basis to presume that this may cause significant damage to the interests of the public limited company. If the Management Board refuses to give information, the shareholder may demand that the General Meeting decide on the legality of the shareholder's request or to file, within two weeks after the General Meeting, a petition to a court by way of proceedings on petition in order to obligate the Management Board to give information (Estonian Commercial Code § 287).
During the General Meeting, after the agenda items of the meeting have been exhausted, including any additional items, the shareholders may inquire about activities from the Management Board of RESBUD SE. Shareholders may submit their questions either verbally or in writing, addressing the chairman of the General Meeting.
2. Procedure for adding items to the agenda and presenting draft resolutions
Shareholders whose shares represent at least one-twentieth of the share capital may demand the inclusion of additional issues on the agenda of the Annual General Meeting, if such demand has been submitted at the latest 15 days before holding of Annual General Meeting (Estonian Commercial Code § 293 (2)). Concurrently with the demand to complement the agenda, a draft resolution on or substantiation of each additional issue shall be submitted to the public limited company (Estonian Commercial Code § 293¹ (3)). The aforementioned documents shall be submitted in writing to the public limited company at the latest by 27th of September 2021, to the address RESBUD SE, Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia.
The shareholders whose shares represent at least one-twentieth of the share capital may submit to the public limited company a draft resolution on each issue of the agenda. That right may not be exercised later than three days before the holding of the General Meeting, i.e., not later than on 9th of October 2021 (Estonian Commercial Code § 2931 (4)).
3. Information on the total number of the shares and voting rights related to the shares
As at 17 th of September 2021, the share capital of RESBUD SE is 26 028 229 EUR. The total number of shares without nominal value is 236 620 263. Each share grants one vote. Total number of votes for all shares is 236 620 263.
4. Information on the appointment of a representative and withdrawal of authorities
There are forms available on the website of RESBUD SE at http://www.resbud.pl which a shareholder can use to appoint a representative to exercise the rights of the shareholder at the Annual General Meeting and to revoke the authorization document issued by the shareholder.
4.1. Procedure for appointment of a representative
By using the authorization document form available on the website of RESBUD SE, a representative can be appointed in the following ways:
- 1) The authorization document form shall be filled in with the required data electronically, after which the authorization document form shall be printed out and signed by the shareholder who is the principal or by the representative(s) of the shareholder. The signed authorization document shall be handed over to the representative. Upon registration for the Annual General Meeting, the representative shall submit the filled in authorization document signed by the shareholder or the representative(s) of the shareholder, and other necessary documents.
- 2) The authorization document form shall be filled in with the required data electronically, after which the filled in authorization document form shall be printed out and signed by the shareholder who is the principal or by the representative(s) of the shareholder, after which the authorization document shall be delivered by the shareholder or representative(s) of the shareholder or by the authorized representative to RESBUD SE, Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314 , Estonia (on working days between 10:00 and 16:00, at the latest by 11th of October 2021). In that case, the authorized representative is not required to present an authorization document upon registration for the Annual General Meeting.
- 3) The authorization document form shall be filled in with the required data electronically, digitally signed by the shareholder who is the principal or by the representative(s) of the shareholder and then the authorization document shall be sent, at the latest by 11th of October 2021 at 16:00, to RESBUD SE by using the e-mail address: [email protected]. In that case, the authorized representative is not required to present an authorization document upon registration for the Annual General Meeting.
In case the aforementioned authorization document has been issued by the authorized representative, the authorization document by which the legal representative of the shareholder authorizes the authorized representative to issue the aforementioned authorization document shall be issued in the same form as that published on the website of RESBUD SE. The authorized representative may authorize the representative only in case the legal representative has granted the authorized representative the right to delegate the authorization.
If the aforementioned authorization document has not been fully filled in or has not been presented in the required manner, RESBUD SE has the right to disregard the authorization document.
4.2. Procedure for withdrawal of the authorities of the representative
By using the notice form for withdrawal of the authorities of the representative available on the website of RESBUD SE, the authorities of the representative can be withdrawn in the following manners:
- 1) The form for withdrawal of authorities shall be filled in with the required data electronically, after which the filled-in notice form shall be printed out and signed by the shareholder who is the principal or by the representative(s) of the shareholder, after which the notice shall be delivered by the shareholder or representative(s) of the shareholder to RESBUD SE, Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia (on working days between 10:00 and 16:00, at the latest by 11th of October 2021).
- 2) The form for withdrawal of authorities shall be filled in with the required data electronically, digitally signed by the shareholder who is the principal or by the representative(s) of the shareholder, after which the notice shall be sent, by 11th of October 2021 at 16:00, to RESBUD SE by using the e-mail address: [email protected].
In case the aforementioned notice has been submitted by the authorized representative, the authorization document by which a legal representative of the shareholder authorizes the authorized representative to submit the aforementioned notice shall be issued in the same form as the authorization document form published on the website of RESBUD SE. The authorized representative may authorize the representative only if the legal representative has granted the authorized representative the right to delegate the authorization.
If the aforementioned authorization document has not been completely filled in or has not been submitted in the required manner, RESBUD SE has the right to disregard the authorization document.
5. Vote in advance.
Voting by pre-voting form (blank). A shareholder or his representative may vote in writing by filling in pre-voting form (provided by RESBUD SE), in such a case the requirement to deliver a personal identity document does not apply. The form is presented on the Company's website and it is included in documents regarding convening General Meeting. Upon a shareholder's request, the Company shall send pre-voting form to the requesting shareholder by email. If the person who had completed the pre-voting form is not a shareholder, the completed form must be accompanied by a document confirming the right to vote. The duly completed pre-voting form should be sent by e-mail to [email protected] or delivered directly to the Company's registered office: Harju maakond, Tallinn, Kesklinna linnaosa, Järvevana tee 9-40, 11314, Estonia, not later than the commencement of the Annual General Meeting. The Company reserves the right not to include the shareholder's vote, if the pre-voting form does not meet the requirements indicated above and below or if the pre-voting form is written in a way, that it is impossible to establish shareholder's will on a separate issue. If the prevoting form does not meet requirements, a shareholder shall be consider not to vote in advance.
The pre-voting form should indicate the draft of all resolution proposed before the day of dispatch of the form. The wording of the draft resolutions must be a vote either "for" or "Yes", "against" or "No" or "Abstains". A filled-in pre-voting form must contain the full name and personal number of the shareholder who is natural person or the name and registration number of the shareholder who is legal person. Filled-in pre-voting form shall be signed by a shareholder or another person entitled to vote by the shares held by the shareholder. If the pre-voting form is signed by the person who is not shareholder, the document confirming the right to vote must be attached to the form. The number of votes casted by the shareholder in pre-voting form will be checked with list or certificate provided by central securities deposit. In case of difference in number of votes casted, the company will use the number of votes provided by central securities deposit to determinate results of voting.
6. Participating in AGM via electronic means of communications.
RESBUD SE allows shareholders to participate in AGM and exercise their relevant rights, via electronic means, without being physically present at the meeting, according to § 2901 and § 2981 Estonian Commercial Code. Shareholders who intends to participate in AGM via electronic means, should inform the company not later than by 7th of October 2021 (5 days prior to AGM) and provide an email address and phone number for communication. A shareholder who intends to participate via electronic means should register for AGM according to general rules provided in this notification.
RESBUD SE will send an email on provided address with logging details for all shareholders, who inform the company about the participation via electronic means, not later than on 7th of October 2021. The company will use Zoom (https://zoom.us/)) as a mean of electronic communication with shareholders during AGM and phone connections as supporting and also emergency mean of communication.
Should you have any questions, please contact RESBUD SE at: Tel:+372 602 7780 or e-mail address: [email protected].
Krzysztof Długosz – President of the Management Board
Joanna Dyja - Member of the Management Board