announcement on convening an Ordinary General Meeting

Transcription

1 Date: 11 April 2013 Abbreviated name of the issuer: VOXEL S.A. Current report: No. 25/2013 Subject matter: announcement on convening an Ordinary General Meeting Legal basis: art. 56, section 1, subsection 2 of the Act on Public Offering current and periodic information. Text of the report Acting on the basis on 38 section 1 subsection 1 of the ordinance of the Minister of Finance dated 19 February 2009, regarding current and periodic information provided by issuers of securities and regarding the conditions of recognition as equivalent to the information required by the law of a non-member state (Journal of Laws No.33, pos. 259, with further amendments), the Board of Directors of VOXEL S.A. with its registered office in Krakow hereby convenes an Ordinary General Meeting of VOXEL S.A. in Katowice, ul Kościuszki 171, on 8 May 2013, at 13:00, in line with art of the Code of Commercial Partnerships and Companies. The text of the announcement on the Ordinary General Meeting of VOXEL S.A. has been attached to this current report. Persons representing the company: Dariusz Pietras Deputy Chief Executive Officer Grzegorz Maslanka Member of the Board of Directors

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3 The Board of Directors of VOXEL S.A. with its registered office in Kraków (Cracow), ul. Wielicka 265, entered in the Register of Entrepreneurs conducted by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division, under KRS (National Court Register) number , acting pursuant to Art. 398 in relation to Art of the Code of Commercial Partnerships and Companies and under Art of the Code of Commercial Partnerships and Companies, hereby convenes an Ordinary General Meeting to begin on 8 May 2014, at 13:00 in Katowice, ul. Kościuszki 171. The agenda includes: 1. Call to Order. 2. Appointment of the Chairman of the Meeting. 3. Statement of validity of the Meeting and its capacity to adopt resolutions. 4. Appointment of the Returning Committee. 5. Acceptance of the agenda. 6. Presentation and examination of: 1) the Board s statement of activities of VOXEL S.A. in the 2012 financial year, 2) the individual financial statement of VOXEL S.A. for the 2012 financial year, 3) the motion of the Board regarding the distribution of profit indicated in the Financial Statement for the 2012 financial year, 4) the consolidated financial statement of the VOXEL S.A. capital group for the 2012 financial year including the Board s statement of the activities of the VOXEL S.A. capital group in the 2012 financial year, 5) The report of the Supervisory Board of VOXEL S.A. on the activities of the supervisory board in the 2012 financial year and on the results of the appraisal of the Board s statement of the activities of the company and capital group in the 2012 financial year, the individual and consolidated financial statements for the 2012 financial year, and the motion of the Board regarding the distribution of profit indicated in the Financial Statement for the 2012 financial year, 7. Adoption of the resolution regarding the approval of the Board s statement of the activities of VOXEL S.A. in the 2012 financial year. 8. Adoption of the resolution regarding the approval of the financial statement of VOXEL S.A. for the 2012 financial year. 9. Adoption of a resolution regarding the approval of the consolidated financial statement including the Board s statement of the activities of the VOXEL S.A. capital group in the 2012 financial year. 10. Adoption of a resolution regarding the approval of the report of the Supervisory Board of VOXEL S.A. on the activities of the Supervisory Board in the 2012 financial year and the report on the results of the appraisal of the Board s statement of the activities of the company and capital group activities in the 2012 financial year, the individual and consolidated financial statements for the 2012 financial year, and the motion of the Board regarding the distribution of profit for the 2012 financial year, 11. Adoption of a resolution regarding the motion of the Board on the distribution of profit indicated in the Financial Statement for the 2012 financial year, 12. Adoption of resolutions on granting discharge to the members of the Board from their obligations in the 2012 financial year. 13. Adoption of resolutions on granting discharge to the members of the Supervisory Board from their obligations in the 2012 financial year. 14. Adjournment of the Ordinary General Meeting.

4 Description of the procedures with which shareholders must comply in order to be able to participate and cast their vote in the General Meeting: 1) Right to participate in the General Meeting. The right of participation in the General Meeting is granted to the Company's shareholders not later than 16 days before the Meeting (the day of registration in the General Meeting), i.e. not later than on 22 April Holders of registered shares and scrip certificates as well as pledges and users with voting rights, shall have the right to participate in the General Meeting provided that they are entered into the share ledger on the date of registering their participation in the General Meeting. To ensure participation in the General Meeting, a person authorised to participate under VOXEL S.A. dematerialised bearer shares shall require a registered certificate on the right to participate in the General Meeting from the entity which maintains the securities account. The certificate shall be required not earlier than the date on which the announcement on the convocation of the General Meeting was issued and not later than on the first business day after the registration of the participation in the General Meeting (on 23 April 2013). The aforementioned certificate confirming the right to participate in the General Meeting shall contain the following information: a) company (name), headquarters, address and stamp of the certificate issuer, certificate number, b) number of shares, c) type and code of shares, d) company, headquarters, address of VOXEL S.A., e) nominal share value, f) first name and surname or the company (name) of the eligible entity, g) headquarters (place of residence) and address of the eligible entity, h) purpose of issuing the certificate, i) certificate date and place of issue, j) signature of the person authorised to issue the certificate. Upon request from a person authorised under dematerialised bearer shares, part of or all the shares registered in his or her securities account should be specified in the certificate. Three business days before the date of the General Meeting, on the premises of the Board of Directors of VOXEL S.A. in Katowice, ul. Kościuszki 171, from 9 a.m. to 4 p.m., the list of shareholders authorised to participate in the General Meeting will be made available for inspection. A Shareholder may request the

5 Company to send him the list of Shareholders via to the address provided by the shareholder, free of charge. The request may be placed via to the following address of VOXEL S.A.: Persons entitled to participate in the General Meeting will be able to register directly before entering the meeting room on 8 May 2013, starting at ) The shareholder's right to request that certain matters be placed on the agenda of the General Meeting. Shareholder(s) representing at least one twentieth of the Company's share capital may request to place certain matters on the agenda of the General Meeting. The request shall contain the statement of grounds or a draft resolution on the proposed item on the agenda and shall be submitted to the VOXEL S.A. in writing or via to the following address: biuro@voxel.pl not later than twenty one days prior to the date of the General Meeting, i.e. by 17 April 2013 at the latest. Shareholders shall provide evidence of their authority to exercise such rights by submitting relevant documents in writing or in electronic form (scans). The board shall immediately, but not later than 18 days before the date of The General Meeting, that is, by 20 April 2013, announce the changes in the agenda introduced at the request of shareholders. The announcement shall occur in a manner appropriate for convening a General Meeting. 3) The shareholder's right to submit draft resolutions on the matters introduced into the agenda of the General Meeting or those matters which are to be introduced into the agenda before the date of the General Meeting. Shareholder(s) representing at least one-twentieth of the share capital may, before the date of the General Meeting, submit to the Company draft resolutions on the matters introduced into the agenda of the General Meeting or those matters which are to be introduced into the agenda. The drafts may be submitted to VOXEL S.A. in writing or via to the following address: biuro@voxel.pl Shareholders shall provide evidence of their authority to exercise such rights by submitting relevant documents in writing or in electronic form (scans). 4) The shareholder's right to submit draft resolutions on the matters introduced into the agenda during the session of the General Meeting. Each of the shareholders authorised to participate in the General Meeting may, during its session, submit draft resolutions on the matters introduced into the agenda. 5) Mode of exercising the right to vote by proxy and the method of informing VOXEL S.A. on the institution of proxy while using electronic communication.

6 A shareholder may participate and exercise voting right at the General Meeting personally or by proxy. Neither the right to appoint a proxy nor the number of proxies in the General Meeting shall be restricted. Proxy to participate and vote at the General Meeting shall be made in writing or in electronic format. By the proxy to participate and vote at the General Meeting made in electronic format shall be understood a proxy included in the body of an message or a scanned proxy granted in writing. Granting proxy in electronic format shall not require an electronic signature which may be verified by means of a qualified certificate. The proxy submits the documentation granting that right when signing the attendance list, unless it has been submitted in electronic format. While signing the attendance list, the proxy shall present an identity card establishing his/her identity. The proxy shall execute all rights of a shareholder at the General Meeting, unless otherwise specified in the proxy. The proxy may appoint further proxies if so specified in the proxy. The proxy may represent more than one Shareholder and vote differently with respect to shares held by each of these shareholders. The shareholder who is a holder of shares deposited in more than one securities account can appoint separate proxies to exercise rights resulting from shares deposited in each such account. The shareholder who is a holder of shares deposited in a collective account can appoint separate proxies to exercise rights resulting from shares deposited in such an account. If a Member of the Board of Directors of VOXEL S.A., a Member of the Supervisory Board, the Company s employee, or an employee of a subsidiary of VOXEL S.A. is a proxy at the General Meeting, he/she is entitled to represent a shareholder at a single General Meeting. The proxy shall disclose all the circumstances that involve or may involve the conflict of interest to the shareholder. No delegation of the proxy is allowed. The aforementioned proxy exercises the voting rights in accordance with instructions received from the shareholder. Standard forms allowing the exercise of voting rights by proxy shall be available to download from the day of publication of this announcement on the website. A notice of granting (revoking) a proxy in electronic format should be sent via means of electronic communications to the address biuro@voxel.pl by the scheduled starting time of the General Meeting at the latest. VOXEL S.A. shall take actions to identify the shareholder and their proxy in order to verify the validity of a proxy granted in electronic form, with such actions to be proportional to the intended purpose. Together with the notice the shareholder shall send the scanned identification cards of the shareholder and their proxy. In the case of legal entities the shareholder shall additionally send the scanned copy of the entry from the relevant Register. A shareholder who sends the notice must include his / her telephone numbers and addresses and those of the proxy in order to enable VOXEL S.A. to contact them. Complying with the aforementioned duties shall not release the shareholder and their proxy from presenting documents establishing their identity (identity cards) during registration at the General Meeting. 6) The opportunity and modes of participation in the General Meeting by means of electronic communication.

7 The Company's Articles of Association do not provide for the opportunity to participate in the General Meeting by means of electronic communication. 7) The means of expressing oneself by means of electronic communication during the General Meeting. The Company's Articles of Association do not provide for the opportunity to express oneself during the General Meeting by means of electronic communication. 8) Method of exercising the right to vote by correspondence or using measures of electronic communication. VOXEL S.A. Articles of Association do not provide for the opportunity to exercise voting rights by means of electronic communication. The regulations of General Meetings of VOXEL S.A. do not provide for the opportunity to exercise voting rights by postal ballot. The day of registration of participation in an Ordinary General Meeting referred to in Art of Code of Commercial Partnerships and Companies, falls 16 days prior to the date of the Ordinary General Meeting on 22 April The right to participate in the General Meeting shall be vested only in the persons who are shareholders of the company on the day of registration of participation in the General Meeting. Persons authorised to participate in the General Meeting may obtain the full text of the documentation which is to be presented to the General Meeting, draft resolutions, and comments of the Company s Board of Directors or Supervisory Board relating to matters included in the agenda of the General Meeting or matters which are to be added to the agenda before the date of the General Meeting on the premises of the Board of Directors of VOXEL S.A. in Katowice, ul. Kościuszki 171, from 9.00 to 15.00, on business days starting on 30 April 2013 and until the date of the General Meeting. The full text of the documentation which is to be presented to the General Meeting, draft resolutions relating to matters included in the agenda of the General Meeting, or matters which are to be added to the agenda before the date of the General Meeting shall be available from the day of announcement of the General Meeting at the Company's website: These documents are immediately updated in the case of introducing changes, in accordance with the regulations of the Code of Commercial Partnerships and Companies. Persons authorised to participate in the General Meeting shall be entitled to request copies of proposals concerning issues featured on the agenda one week prior to the General Meeting. Information concerning the General Meeting shall be available on the VOXEL S.A. website at: