Wilbo w upadlosci ukladowej : Annoucement of convening General Meeting

Announcement of convening General Meeting_20150528

Announcement of convening General Meeting

The Management Board of Wilbo S.A. with its registered seat in Gdynia, entered in the Register of Entrepreneurs maintained by the District Court for Gdańsk, the 8th Commercial Division of the National Court Register under KRS No. 0000064401 ('Company'), acting pursuant to Art. 395, 399 §1, Art. 402¹, and Art. 402² of the Code of Commercial Companies ('CCC') and § 35 of the Company's Articles of Association convenes the Annual General Meeting of Shareholders ('AGM')of Wilbo S.A. for 28 May 2015 at 12.00 a.m., at the Company's headquarters in Gdynia, ul. Przemysłowa 8.

Agenda

1. Opening of the Meeting and election of the Chairman
2. Stating that the General Meeting has been duly convened and has the capacity to adopt resolutions.
3. Appointing the Returning Committee.
4. Adopting the agenda.
5. Consideration and approves financial statements Wilbo SA for the period from 01/01/2014 to
31/12/2014.
6. Consideration and approval of the Company's activities Wilbo SA for 2014.
7. Adoption of resolutions on granting discharge to the members of the Board of the performance of their duties in 2014.
8. Consideration and approval of the Supervisory Board activities in 2014.
9. Adoption of the resolutions approving the Supervisory Board discharge of his duties in 2014.
10. Adoption of a resolution on the regarding the allocation of net profit for 2014.
11. Closing of the General Meeting of Shareholders.
In accordance with Art. 402 (2) of the Code of Commercial Companies the Management Board makes the following information:

I. The record date for participation in the Annual General Meeting.

In accordance with Art. 406(1) § 1 of the Commercial Companies Code, the right to participate in the Annual General Meeting of the Company to persons who are shareholders of the Company sixteen days before the date of the Annual General Meeting (date of registration in the General Meeting), ie at 12 May 2015.

II. Information about the right to participate in the Annual General Meeting.

The right to participate in the Annual General Meeting of the Company have, pursuant to the art.
406(1) Commercial Companies Code, persons who are shareholders of the Company for sixteen days before the date of the AGM , ie on 12 May 2015.
In order to participate in the AGM, holders of dematerialized bearer shares should refer to the operator of their securities account with a request for issuing a certificate of eligibility to participate in the Annual General Meeting.
This request must be submitted no earlier than after the convening of the Ordinary General Meeting, ie no earlier than 28 April 2015 and no later than the first business day after the date of registration of participation in the Annual General Meeting, ie not later than 13 May 2015. Persons entitled to
participate the AGM are requested to register and collect their voting cards prior to the meeting room for an hour before the start of the meeting.
In order to ensure the smooth running of the AGM, the Management Board is asking shareholders and persons representing shareholders of possession of identity documents.

III. Access to documentation.

The full text of the documents to be presented to the Annual General Meeting will be available on the website of the Company since the date of convening the AGM in address: www.wilbo.pl section: Investor Relations /Company/AGM.
The list of shareholders entitled to participate in the AGM will be available at the registered office of the Company in Gdynia, ul. Przemysłowa 8, hours. 9.00-16.00 for three days prior to the date of the Meeting, ie on 25-27 May 2015. There will also be available materials to shareholders on matters on the agenda at the time and on the basis of provided in the CCC.
A shareholder may request that the list of shareholders by mail, stating the e-mail address to which the list should be sent. The request may be submitted in electronic form to the e-mail address of the Company: [e-mail]

IV. The right to participate in the Annual General Meeting by proxy.

A shareholder may participate in the Annual General Meeting Wilbo SA and exercise their right to vote in person or by proxy.
A proxy may exercise all the rights of a shareholder at the AGM Wilbo SA unless otherwise stated in the proxy. A proxy may grant further power of attorney if the power of attorney. A proxy may represent more than one shareholder and vote differently from the shares of each shareholder. Shareholders whose shares are registered in more than one account securities may appoint separate proxies to exercise rights of the shares in each of the accounts. The proxy shall vote in accordance with the instructions given by the shareholder.
If a proxy at the Annual General Meeting of the Company Wilbo SA is a member of the Management Board, Supervisory Board member or employee of the Company, the proxy may authorize for representation at the AGM on 28 May 2015. The proxy is obliged reveal the circumstances indicating the existence or possibility of conflict of interest. The proxy is disabled. Proxy vote in accordance with the instructions given by the shareholder.
Power of attorney to attend the AGM Wilbo SA and exercise voting rights granted in writing or in electronic form.
The Company from the date of publication of this notice on the website provides the form containing a proxy. It is made available on the website website at: www.wilbo.pl section Investors Relations / Company/AGM.
A power of attorney in an electronic form to be notified to the Company at electronic means of communication . Along with the notice of award the power of attorney granted to the scanned copy proxy, scan of the ID card, passport or other document allowing identified as the principal shareholder and the proxy . In the case of the power of attorney granted by a legal ( within the meaning of Art. 33 of the Civil Code ) or organizational unit ( within the meaning of Art. 331 of the Civil Code ) as a shareholder principal sends the scanned copy of the register in which the principal is registered. If the attorney is a legal person or entity organization , within the meaning of Art. 331 of the Civil Cod , a shareholder as principal sends the scanned copy of the register in which the proxy is registered.
The documents sent electronically , which are not written in Polish, should be translated into Polish by a sworn translator.
All the above documents should be sent by e- mail: [e-mail]
Shareholder sends a notice of granting of a proxy while the Company e-mail address and telephone number through which the Company will be able to communicate with the shareholder and his proxy.
The Company may take appropriate action to identify the shareholder and the proxy.
Verification may consist in particular of a request by telephone or mail to the shareholder and the proxy in order to confirm the power of attorney.
The rules concerning proxies and the identification of the attorney shall apply to the Company a notice of revocation of power of attorney.
The proxy selection method the shareholder and the Company shall not be held responsibility for errors in the power of attorney form and activities of persons using proxies . The message of the aforementioned electronically documents remove the obligation of by proxy, at the list of attendance persons entitled to attend the Annual General Meeting Wilbo SA the identification documents.

V. Rights of shareholders to request specific items on the agenda General Meeting.

A shareholder or shareholders representing at least one twentieth of the share capital capital may request the inclusion of certain issues on the agenda of the AGM. Request should be submitted to the Management Board not later than twenty-one days before to the General Meeting. The request may be submitted in writing to the address of the company 81-029 Gdynia, at ul. Przemysłowa 8 or in electronic form to the e -mail address : [e-mail]
The request should include a justification or a draft resolution concerning the proposed agenda. The Board shall immediately announce changes to the agenda put by shareholders not later than eighteen days before the date of the Annual General Meeting.
The announcement is made in a manner appropriate to the convening of the General Meeting.

VI. Rights of shareholders to propose draft resolutions relating to matters placed on the agenda of the General Meeting or matters which are be placed on the agenda prior to the date of the General Meeting.

A shareholder or shareholders representing at least one twentieth of the share capital may, prior to the date of the Annual General Meeting of the Company to report draft resolutions on issues included in the agenda of the AGM or issues that to be placed on the agenda. The report may be submitted in writing to the address of the company: 81-029 Gdynia, at ul. Przemysłowa 8 or in electronic form on e-mail: [e-mail]
The Company shall immediately publish the draft resolutions on its website at: www.wilbo.pl section: Investor Relations /Company/AGM.

VII. Rights of shareholders to propose draft resolutions relating to matters added to the agenda during the General Meeting.

Shareholders at the General Meeting shall have the right to submit draft resolutions relating to matters included in the agenda of the AGM. The proposals, which mentioned above, should be presented in Polish written separately for each draft resolution and include the following: name and surname or company shareholder, the proposed content resolution and its short justification.

VIII. Electronic communication.

1. The Company does not provide for the possibility to participate in the Annual General
Meeting by means of electronic communication.
2. The Company does not provide for the possibility of speaking at the Annual General Meeting by means of electronic communication.
3. The Company does not provide for the possibility of exercising the right to vote by mail or by means of electronic communication. Information concerning the Annual General Meeting are available on the company's website: www.wilbo.pl in the section Investor Relations
/Company/AGM.