Materials and draft resolutions for the Extraordinary General Meeting of PEKAES SA convened for 3 December 2013.

Transcription

1 Current Report No. 24/2013 Materials and draft resolutions for the Extraordinary General Meeting of convened for 3 December Legal basis: Article 56 para. 1 item 2 of the Act on Offering current and interim information Contents of the Report: The Management Board of, acting pursuant to 38 para. 1, item 7) of the Regulation of the Minister of Finance of 19 February 2009 on current and interim information to be submitted by issuers of securities and conditions for considering as equivalent information required under the law of a non-member state, encloses materials and the contents of the draft resolutions to be discussed by the Extraordinary General Meeting of, convened for 3 December 2013, which have been approved by the Supervisory Board of the Company. Draft resolution re: item 2 of the agenda: of concerning: election of the Chairman of the Meeting Akcyjna, with registered office in Błonie, hereby resolves to appoint Ms/Mr... the Chairman. Draft resolution re: item 4 of the agenda: concerning: adoption of the agenda of Akcyjna, with registered office in Błonie, hereby resolves to adopt the following agenda of the Meeting: 1. Opening of the General Meeting.

2 2. Election of the Chairman of the General Meeting. 3. Ascertainment of correctness of convening the General Meeting and its capability to adopt binding resolutions. 4. Adoption of the agenda of the General Meeting. 5. Adoption of a resolution on amendments to the Articles of Association. 6. Adoption of a resolution on adoption of the uniform text of the Articles of Association. 7. Adoption of a resolution on adoption of the uniform text of the Regulations of the General Meeting of the Company. 8. Adoption of resolutions on election of members of the Supervisory Board. 9. Closing of the General Meeting. Draft resolution re: item 5 of the agenda: of concerning: amendments to the Articles of Association Akcyjna, with registered office in Błonie, acting pursuant to Article 430 of the Commercial Companies Code, hereby makes the following amendments to the Articles of Association: 1) In 6 para. 1 of the Articles of Association the words in words shall be deleted. 2) 6 para. 5 and 6 of the Articles of Association with wording (deleted) shall be deleted. 3) 11 and 12 of the Articles of Association with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 13 shall become the new 11, 14 12, 15 13, and ) The reference in 17 para. 2 item 6 ( 15 para. 2 item 6 according to the new numbering the updated editorial units of the Articles of Association hereinafter shall be written in square brackets next to the current numbers of editorial units) to 24 para. 2 items 2 and 3 shall be changed to reference to 21 para. 2 items 2 and 3. 5) The reference in 17 para. 2 item 7 [ 15 para. 2 item 7] to 24 para. 2 items 1 and 2 shall be changed to reference to 21 para. 2 items 1 and 2. 6) The contents of the current 18 shall be transferred to 17 para. 3 [ 15 para. 3]. In view of the transfer of the contents of the current 18 to 17 para. 3 [ 15 para. 3], the numbering of further editorial units shall be updated in such a way that 19 shall become 16, and so on up to 30 inclusive, which shall become 27. Besides the contents of the current 18 shall be modified by referring to the relevant editorial unit (i.e. 15 para. 2 item 5 of the Articles of Association). 7) The reference in 18 [ 17 para. 3] to 17 para. 2 item 5 shall be changed to reference to 15 para. 2 item 5. 8) In 19 para. 1 [ 16 para. 1] the number of Members of the Management Board expressed in words shall be added and this editorial unit shall read as follows: The Management Board of the Company shall be composed of 1 (one) to 6 (six) members, including the President of the Management Board..

3 9) In 19 para. 2 [ 16 para. 2] the length of the term of office of Members of the Management Board expressed in words shall be added and this editorial unit shall read as follows: Members of the Management Board shall be appointed for a joint term of office of 3 (three) years.. 10) 19 para. 3 of the Articles of Association [ 16 para. 3] in the wording: The new three-year term of office shall begin on the date of the General Meeting approving the financial statements of the Company for shall be deleted. 11) 20 para. 1 of the Articles of Association [ 17 para. 1] shall read as follows: Members of the Management Board, including the President and Vice-President of the Management Board, shall be appointed and dismissed by the Supervisory Board.. 12) The reference in 19 para. 2 [ 17 para. 3] to 21 shall be changed to reference to ) The current 24 para. 1 item 7 [ 21 para. 1 item 7] shall read as follows: approval of annual material and financial plans of the Company and of the Capital Group,. 14) The current 24 para. 1 item 10 [ 21 para. 1 item 10] with wording (deleted) shall read as follows: approval of establishment of branches of the Company within the meaning of the Act on Freedom of Economic Activity, required to be entered into the Register of Entrepreneurs of the National Court of Register,. 15) 24 para. 1 item 11 [ 21 para. 1 item 11] shall read as follows: allowing the Company to establish another company,. 16) 24 para. 1 item 12 [ 21 para. 1 item 12] shall be added and shall read as follows: expressing opinions on draft resolutions and motions for resolutions which shall be submitted by the Management Board to the General Meeting.. 17) The current 24 para. 2 [ 21 para. 2] shall read as follows: The following activities of the Management Board shall require prior resolution of the Supervisory Board to be valid: 1) acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property, 2) exercising rights or incurring liabilities by entering into one or more related transactions of total value exceeding PLN equivalent of EUR 150, (one hundred fifty thousand) within one business year, if they were not included in the annual material and financial plan approved by a resolution of the Supervisory Board, excluding trade agreements with customers and service providers, 3) granting guarantees and sureties and issuing bills of exchange by the Company, if the value of one or more related transactions exceeds PLN equivalent of EUR 150, (one hundred fifty thousand) within one business year, unless they were included in the annual material and financial plan approved by a resolution of the Supervisory Board.. 18) At the beginning of 24 para. 3 item 1 [ 21 para. 3 item 1], in front of the word suspension, the expression appointment, dismissal and shall be added. 19) In 24 para. 4 [ 21 para. 4] the word amicable shall be replaced with the word bankruptcy and the word arrangement shall be replaced with the word reorganisation. 20) In 26 para. 1 [ 23 para. 1] the number of Members of the Supervisory Board expressed in words shall be added and this editorial unit shall read as follows: The Supervisory Board shall be composed of 5 (five) to 7 (seven) members appointed by the General Meeting.. 21) In 26 para. 2 [ 23 para. 2] the length of the term of office of Members of the Supervisory Board expressed in words shall be added and this editorial unit shall read as follows: Members of the Supervisory Board shall be appointed for a joint term of office of 3 (three) years.. 22) In 26 para. 3 [ 23 para. 3] the word Code shall be deleted. 23) In 28 para. 2 and para. 3 [ 25 para. 2 and 3, respectively], in front of the words the General Meeting the word holding shall be added. 24) The expression who will present a detailed agenda shall be deleted from 28 para. 4 [ 25 para. 4]. 25) The first sentence in 29 para. 1 [ 26 para. 1] shall be changed and shall read as follows: To effectively convene a meeting of the Supervisory Board it is necessary to notify all members of the Supervisory Board in writing, by fax or by electronic means at least 7 days before the meeting of the Board.. 26) The current contents of 30 para. 1 [ 27 para. 1] shall be replaced with the following wording: The Supervisory Board shall adopt resolutions by an absolute majority of votes in the presence of at least half of the Members of the Supervisory Board. In case of equal number of votes, the Chairman of the Supervisory Board shall have the casting vote.

4 27) All Members of the Supervisory Board must be notified about the meeting pursuant to 26 or otherwise the resolutions of the Board shall be null and void.. 28) In 30 para. 3 [ 27 para. 3] the word below shall be added in front of the word provisions. 29) The current contents of 30 para. 4 [ 27 para. 4] shall be replaced with the following wording: Resolutions of the Supervisory Board may be adopted without holding a meeting, in a special procedure, i.e.: a) by circulation individual Members of the Supervisory Board shall subsequently sign under the text of the resolution, b) in writing each member of the Supervisory Board shall sign under the text of the proposed resolution and state that he/she is for, against or abstaining ; the text of the resolution signed in such a way shall be submitted to the Chairman of the Supervisory Board or, in his/her absence the Vice-Chairman, c) by means of direct long-distance communication by casting a vote with no need to submit a copy of signed resolution.. 30) A second sentence shall be added in 30 para. 5 [ 27 para. 5], which shall read as follows: Casting written votes cannot be applied to the issues that have been included in the agenda during the meeting of the Supervisory Board.. 31) 30 para. 6 [ 27 para. 6] shall read as follows: Resolutions adopted according to the procedure specified in para. 4 shall be presented at the next meeting of the Supervisory Board, together with the voting results.. 32) 30 para. 7 [ 27 para. 7] shall read as follows: Voting on resolutions according to the procedure specified in para. 4 and 5 shall not apply to election of the Chairman and Vice- Chairman of the Supervisory Board, appointment of a member of the Management Board, as well as dismissal and suspension from duties of such persons.. 33) 30 para. 8 [ 27 para. 8] shall be added and shall read as follows: The decision to apply the procedure referred to in para. 4 shall be taken by the Chairman of the Supervisory Board or, in his/her absence, the Vice-Chairman of the Supervisory Board. If at least one Member of the Supervisory Board raises an objection to voting outside the meeting, the voting on the particular matter should be held at the next meeting of the Supervisory Board.. 34) 31 of the Articles of Association with wording (deleted) shall be deleted and the numbering of the subsequent editorial unit shall be changed in such a way that the current 32 shall become the new 28. The references to the changed editorial unit shall be updated in the contents of the Articles of Association. 35) After 32 [ 28], a new editorial unit shall be added 29 of the Articles of Association according to the new numbering, which shall read as follows: 1. The Supervisory Board may appoint standing or ad hoc committees, acting as collegial advisory and opinion-forming bodies of the Supervisory Board. 2 In particular, the following standing committees shall operate within the Supervisory Board: a) the Audit Committee, in particular competent for supervision of financial reporting of the Company and the process of auditing financial statements of the Company, b) the Remuneration Committee, in particular competent for supervision of the manner and form of remunerating the Members of the Management Board.. At the same time the subsequent editorial units shall be updated in such a way that the current 33 shall become 30 according to the new wording of the Articles of Association, while ) 33 para. 6 [ 30 para. 6] shall be added and shall read as follows: The General Meeting may adopt its regulations specifying in detail the procedures for organising and conducting meetings.. 37) The current 35 and 36 with wording ( deleted ) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 37 shall become 32, while ) The current 39 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 40 shall become 34, 41 35, 42 36, 43 37, ) The current 43 para. 1 item 4 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that 43 para. 1 item 5 [ 37 para. 1 item 5] shall become 43 para. 1 item 4 [ 37 para. 1 item 4], 43 para. 1

5 item 6 [ 37 para. 1 item 6] 43 para. 1 item 5 [ 37 para. 1 item 5], 43 para. 1 item 7 [ 37 para. 1 item 7] 43 para. 1 item 6 [ 37 para. 1 item 6]. 40) The word other shall be added after the word establish in 43 para. 1 item 7 [ 37 para. 1 item 6]. 41) 43 para. 2 item 2 [ 37 para. 2 item 2] shall be changed and shall read as follows: determination of the manner and the amount of the remuneration of the Supervisory Board members.. 42) 43 para. 3 [ 37 para. 3] shall be added and shall read as follows: Acquisition, disposal or mortgage of real property, perpetual usufruct or interest in a real property shall not require a resolution of the General Meeting. 43) The current 44 para. 1 [ 38 para. 1] shall be changed and shall read as follows: Draft resolutions and motions for resolutions submitted by the Management Board to the General Meeting should be submitted together with justification of the Management Board.. 44) The current 45 with wording (deleted) shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 46 shall become 39, 47 40, 48 41, 49 42, 50 43, 51 44, ) The word individual" shall be added in front of the words financial statements in 49 para. 1 and 2 [ 42 para. 1 and 2]. 46) 49 item 4 [42 item 4] shall be deleted and the numbering of the subsequent editorial units shall be updated in such a way that the current 49 item 5 [ 42 item 5] shall become 49 item 4 [ 42 item 4], 49 item 6 [ 42 item 6] 49 item 5 [ 42 item 5], 49 item 7 [ 42 item 7] 49 item 6 [ 42 item 6] and 49 item 8 [ 42 item 8] 49 item 7 [ 42 item 7]. 47) The current 49 item 8 [42 item 8] shall be changed and shall read as follows: prepare the documents specified in items 1 and 4, opinions together with auditor s reports, and report of the Supervisory Board referred to in 21 para. 1 item 4 by the end of the fifth month after the balance sheet date.. Draft resolution re: item 6 of the agenda: of the Ordinary General Meeting of of concerning: adoption of the uniform text of the Articles of Association. Akcyjna, with registered office in Błonie, taking into consideration the amendments made by, hereby adopts the uniform text of the Articles of Association in the wording set out in Appendix No. 1 to this Resolution. Appendix uniform text of the Articles of Association.

6 Draft resolutions re: item 7 of the agenda: of concerning: adoption of the uniform text of the Regulations of the General Meeting of the Company. The Ordinary General Meeting of the Company under the business name PEKAES Spółka Akcyjna, with registered office in Błonie, adopts the uniform text of the Regulations of the General Meeting in the wording set out in Appendix No. 1 to this Resolution. The Resolution shall become effective upon registration of the amendments to the Articles of Association, pursuant to of Shareholders of. Appendix the uniform text of the Regulations of the General Meeting. Justification for the draft resolutions re: items 5 and 7 The main reason for proposing amendments to the Articles of Association and the Regulations of the General Meeting is the fact that their current wording has become outdated over the course of time. The corporate documents of the Company, including the Articles of Association, in their basic outline, were drawn up at the turn of 2005 and 2006 with regard to the expectations of the majority shareholder acquiring shares in the Company. At that time the Company was a part of a complex Group. Over the past 7 years the Articles of Association have been amended many times, but each time the amendments were only ad hoc changes, arising from a specific need. The current draft is an attempt to comprehensively amend, modernise and simplify the corporate documentation of the Company. Preparing the draft amendments to the Articles of Association and to the Regulations of the General Meeting, being an element of a comprehensive amendment to all corporate documents of the Company, i.e. also the Regulations of the Supervisory Board and the Regulations of the Management Board, we have strived to: 1) make editorial changes involving unification of the form and contents; 2) delete repetitions of the absolutely mandatory provisions of the Commercial Companies Code; 3) make use of the progress that has taken place in communications between market participants, which is in line with the standards promoted by the Warsaw Stock Exchange, reflected in the Best Practices for WSE Listed Companies ;

7 4) modernise the Regulations and the Articles of Association and make them more practical by including provisions and solutions currently applied by listed companies; 5) clarify the regulatory provisions relating to adoption of resolutions by the Supervisory Board of the Company in writing and by means of direct long-distance communication. Draft resolutions re: item 8 of the agenda: of concerning: election of a member of the Supervisory Board Akcyjna, with registered office in Błonie, acting pursuant to 26 para. 1 of the Articles of Association, resolves to appoint Ms/Mr... a member of the Supervisory Board for the next joint term of office. Justification for the draft resolution re: item 8) of the agenda: The need for adoption of resolutions on the appointment of Members of the Supervisory Board arises from the need to supplement the Supervisory Board of the Company in connection with resignation from the position in the Supervisory Board by one of its members. The Management Board of 5 November 2013