The Management Board of "POLNA" S.A. with its seat in Przemyśl, at ul. Obozowa 23, 37-700 Przemyśl, entered into the National Business Register kept by the District Court in Rzeszów, XII Economic Division of the National Court Register, with the KRS number: 0000090173, having the share capital of PLN 5.379.435,80, paid in: PLN 5.379.435,80, on the basis of Article 399 paragraph 1 and in relation with Article 395 of the Code of Commercial Companies, convenes an Annual General Meeting of Shareholders of "POLNA" S.A. for the day 12th May 2015 at 11.30 a.m., in Warsaw, in building B of the RONDO 1 complex, located in Warsaw at Rondo ONZ No. 1, conference hall no. III on the second floor.

The proposed agenda:
1. Opening of the debate.
2. Appointment of the Chairperson of the Annual General Shareholders Meeting.
3. Statement of appropriation of convening the Annual General Shareholders Meeting.
4. Adoption of the agenda.
5. Appointment of the Returning Committee.
6. Consideration of the Company's bodies' reports and the Company's financial statement for the year 2014.
7. Adopting a resolution on approval of the Company's financial statement prepared as of 31st December 2014.
8. Adopting a resolution on approval of the Management Board's report from the Company's activity for the year 2014.
9. Adopting a resolution on approval of the Company's Supervisory Board's report from its activity for the year 2014.
10. Adopting a resolution on distribution of net profit for the accounting year 2014.
11. Granting exoneration to the members of the Management Board for performing their duties in the year 2014.
12. Granting exoneration to the members of the Supervisory Board for performing their duties in the year 2014.
13. Closing of the debate.

In accordance with the requirement of Article 402(2) of the Code of Commercial Companies, the Company issues information concerning participation in the Annual General Shareholders Meeting of the Company:

1. A shareholder (or shareholders) representing at least 1/20 of the share capital shall have the right to demand inclusion of specific issues on the agenda of the Annual General Shareholders Meeting of the Company.
The demand should be submitted to the Management Board not later than 21 days before the date of the Annual General Shareholders Meeting, i.e. until 21/04/2015. The demand should contain a justification or a draft resolution concerning the proposed item of the agenda. The demand may be submitted in writing to the Company's address: Zakłady Automatyki "POLNA" S.A., ul. Obozowa 23, 37-700 Przemyśl, or in the electronic form, sent to the Company's email address: wz@polna.com.pl
The shareholder (or shareholders) should prove that they held the sufficient number of shares as of the day of submitting the demand, by enclosing to it a share certificate (or share certificates). Shareholders such as legal entities and partnerships should also prove the right to act on behalf of the entity, by enclosing a valid transcript from the National Court Register. If a demand is made via electronic means of communication, the applicable documents should be sent in the PDF format.

2. A shareholder (or shareholders) representing at least 1/20 of the share capital may, before the date of the Annual General Shareholders Meeting, propose - in writing in the Company's seat (Zakłady Automatyki "POLNA" S.A, ul. Obozowa 23, 37-700 Przemyśl) or via electronic means of communication, to the Company's e-mail address: wz@polna.com.pl - draft resolutions concerning issues included on the agenda of the Annual General Shareholders Meeting or issues about to be included on the agenda.
The shareholder (or shareholders) should prove that they held the sufficient number of shares as of the day of submitting the demand, by enclosing to it a share certificate (or share certificates). Shareholders such as legal entities and partnerships should also prove the right to act on behalf of the entity, by enclosing a valid transcript from the National Court Register. If a demand is made via electronic means of communication, the applicable documents should be sent in the PDF format.

3. At the Annual General Shareholders Meeting, each shareholder entitled to attend the General Shareholders Meeting may propose draft resolutions concerning issues included on the agenda.
Draft resolutions concerning issues included on the agenda of the General Shareholders Meeting accompanied by short substantiations should be submitted in writing, for each draft resolution individually, with reference to the full name or registered company name of the shareholder, to the Chairman of the General Shareholders Meeting.

4. A shareholder may participate in the Annual General Shareholders Meeting and execute their voting right personally or by means of an attorney. The Company informs that the template of the form allowing for executing the right to vote by an attorney, containing data specified in Article 402(3) of the Code of Commercial Companies has been placed on the website www.polna.com.pl.
The Company does not impose an obligation to grant power of attorney on the aforementioned form.
The power of attorney giving the right to vote should be granted in writing or in the electronic form. Granting power of attorney in the electronic form does not require a secure electronic signature verified by a valid qualified certificate.
A shareholder who grants power of attorney in the electronic form is obliged to send that information to the Company, to the e-mail address wz@polna.com.pl, not later that one day before the Annual General Shareholders Meeting.
A shareholder submitting a notification of granting power of attorney shall at the same time send to the Company their e-mail address and the shareholder's and attorney's phone numbers, via which the Company will be able to communicate with the shareholder and their attorney.
Shareholders will be allowed to attend the Annual General Shareholders Meeting upon presenting an identification document, and attorneys, upon presenting an identification document and a valid power of attorney granted in written or electronic form (regarding the latter, the attorney should present a printout of the power of attorney). Attorneys for legal entities or partnerships should also present valid transcripts from appropriate registers, enumerating persons authorised to represent those entities.
Documents made in a foreign language and sent by e-mail should be translated into Polish by a sworn translator.
The principles concerning verification of a shareholder's identity apply respectively to notifying the Company of revoking the granted power of attorney. Notification of granting and revoking the power of attorney in which the above-mentioned requirements are not observed does not produce legal effects for the Company.

5. Participation in the General Shareholders Meeting via electronic means of communication: The Charter of the Company does not provide for the possibility of participation in the General Shareholders Meeting via electronic means of communication.

6. Speaking during the General Shareholders Meeting with the use of electronic means of communication: the Charter of the Company does not provide for the possibility of speaking during the General Shareholders Meeting with the use of electronic means of communication.

7. Executing the right to vote by mail or with the use of electronic means of communication:
the Rules of the General Shareholders Meeting do not provide for the possibility of executing the right to vote at the General Shareholders Meeting by mail or with the use of electronic means of communication.

8. The date of registering for attending the General Shareholders Meeting is 26/04/2015.
The following persons will be entitled to participate in the Annual General Shareholders Meeting: those who
a) will be shareholders of the Company sixteen days before the date of the Annual General Shareholders Meeting (i.e. 26/04/2015), i.e. the Company's shares will be deposited in their securities account, and
b) between 16/04/2015 and 27/04/2015 will make a demand to issue a personal certificate of entitlement to attend the Annual General Shareholders Meeting to the entity keeping the securities account on which the Company's shares are deposited.
Shareholders are recommended to collect the above-mentioned certificate of entitlement and have it with them on the day of the Annual General Shareholders Meeting.

9. The Company makes the list of shareholders entitled to attend the Annual General Shareholders Meeting on the basis of the list received from the National Depository for Securities (KDPW), made on the basis of personal certificates of entitlement to attend the General Shareholders Meeting issued by entities keeping securities accounts. Three working days before the date of the Annual General Shareholders Meeting (i.e. from 7/05/2015 until 11/05/2015), in the Company's seat at ul. Obozowa 23, 37-700 Przemyśl, the list of shareholders entitled to attend the Annual General Shareholders Meeting will be available for inspection from 8.00 a.m. until 2.00 p.m. Shareholders will have the right to demand sending the list by e-mail free of charge, giving the address to which the list should be sent.

10. Persons entitled to attend the Annual General Shareholders Meeting may receive full text of the documentation to be presented at the Annual General Shareholders Meeting and draft resolutions in the Company's seat, at the address: Zakłady Automatyki "POLNA" S.A., ul. Obozowa 23, 37-700, Przemyśl, from 8.00 a.m. until 2.00 p.m., or on the Company's website, www.polna.com.pl

11. The Company will publish all information concerning the Annual General Shareholders Meeting on the Company's website, www.polna.com.pl

Files to download:

  • Current report no. 5/2015(87.13 KB)
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