The Management Board of "POLNA" S.A. with its seat in Przemyśl, at ul. Obozowa 23, 37-700 Przemyśl, announces that on this day they received a motion from a Shareholder of the Company, Mr Zbigniew Jakubas, concerning a change in the agenda of the Annual General Shareholders Meeting convened for 12th May 2015, with the following content:

"MOTION FOR INCLUDING CERTAIN ISSUES ON THE AGENDA OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF THE COMPANY POLNA S.A. HAVING ITS SEAT IN PRZEMYŚL
The mover: Zbigniew Jakubas, representing at least 1/20 of the share capital of Polna S.A. ("the Company"), pursuant to Article 401 Paragraph 1 of the Code of Commercial Companies, applies for including the following item on the agenda of the Annual General Shareholders Meeting of the Company convened for 12th May 2015:
1. Adopting a resolution on authorising the Management Board to purchase own shares for the purpose of their redemption and adopting the terms and conditions of the Share Buy-back Programme.
The Shareholder applies to include the above-mentioned item before item 13 of the agenda with the wording included in the announcement of the Management Board of the Company concerning the convening of the Annual General Shareholders Meeting for 12th May 2015.
In accordance with Article 401 § 1 sentence 4 of the Code of Commercial Companies, the Shareholder presents the draft resolution concerning the proposed item:
Resolution No. […] of the Annual General Shareholders Meeting of the Company Polna S.A. of 12th May 2015 on authorising the Management Board to purchase own shares for the purpose of their redemption and adopting the terms and conditions of the Share Buy-back Programme.
§1
Acting pursuant to Article 362 paragraph 1 section 5 of the Code of Commercial Companies in relation with Directive 2003/6/EC of the European Parliament and the Council of 28th January 2003 "on insider dealing and market manipulation" together with Regulation of the Commission (EC No. 2273/2003) of 22nd December 2003, implementing the Directive 2003/6/EC of the European Parliament and the Council with reference to exemptions for programmes of buy-back and stabilization of financial instruments, the Annual General Shareholders Meeting hereby decides to:
1) Authorise the Management Board to purchase on behalf of the Company fully covered Own Shares of the Company ("Own Shares") listed on the Controlled Market - official market of the Warsaw Stock Exchange ("Controlled Market") for redemption by way of lowering the Company's share capital not more than [...] Own Shares with the nominal value of PLN [...] each, constituting not more than [...] % of the share capital in accordance with the following principles ("Share Buy-back Programme"):
a) the Own Shares should be bought by the Company not later than on [...],
b) the Management Board shall announce the Share Buy-back Programme in accordance with Article 56 of the Act of 29 July 2005 "on Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and on Public Companies" before the beginning of the Programme,
c) the compensation for Own Shares shall be paid from the supplementary capital created from profit or another amount which may be allocated for distribution pursuant to Article 348 Paragraph 1 of the Code of Commercial Companies; the total amount allocated by the Company for purchasing its Own Shares shall not exceed PLN [...],
d) the Buy-back shall continue until the funds referred to in item c) above are used up, but not longer than until [...],
e) Own Shares shall be purchased through a brokerage house as part of anonymous trading on the Controlled Market,
f) the price for which the Own Shares shall be bought shall not be higher than the price of the last independent trade with the Company's shares on the Controlled Market before concluding the agreement for purchase of Own Shares by the Company or the current highest independent sales offer of the Company's shares on the Controlled Market and also not higher than PLN [...] per Own Share,
g) during one stock exchange session, the Company may not purchase more than 25% of the average daily trading volume determined on the basis of average daily trading volume within the last 20 days preceding each day of purchase; due to the low liquidity of the Company's shares, the Company may exceed the daily number of shares upon previous notification of the Financial Supervision Authority, Warsaw Stock Exchange, and informing the Financial Supervision Authority, Warsaw Stock Exchange and the public of the intention to do so; however, it will not exceed 50% of the average daily trading volume determined on the basis of average daily trading volume within the last 20 days preceding each day of purchase,
h) information on the Company purchasing its Own Shares within the framework of the Share Buy-back Programme, with the content established by the Management Board of the Company, shall be made public by the Company immediately after the occurrence of events justifying the issuance of such information; the Management Board shall announce:
I) after each day (on the next working day), the realization of the Share Buy-back Programme: the number of Own Shares purchased on this day as part of the Buy-back Programme and their mean price,
II) after the end of the Share Buy-back Programme: a collective, detailed report from its realization.
2) Authorize the Management Board of the Company to take all factual and legal acts necessary to purchase Own Shares for redemption in accordance with the content of this resolution.
3) Authorize the Management Board of the Company to determine other principles of purchasing Own Shares, in the scope this Resolution does not regulate.
§2
Own Shares purchased pursuant to this Resolution shall be redeemed by way of lowering of the Company's share capital. With this end in view, the Management Board of the Company shall convene a General Shareholders Meeting with the agenda including at least the adoption of resolutions on redemption of Own Shares, lowering the Company's share capital and amending the Company's Charter.
§3
The Resolution shall come into force on the day of its adoption."

In relation with the above-mentioned motion, the Management Board of "POLNA" S.A. issues the changed agenda of the Annual General Shareholders Meeting, indicating that the previous item 13 receives the wording:
"Adopting a resolution on authorising the Management Board to purchase own shares for the purpose of their redemption and adopting the terms and conditions of the Share Buy-back Programme". The former item 13 "Closing of the debate" receives number 14.
Below there is the changed 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. Adopting a resolution on authorising the Management Board to purchase own shares for the purpose of their redemption and adopting the terms and conditions of the Share Buy-back Programme.
14. Closing of the debate.

Files to download:

  • Current report no. 7/2015(85.34 KB)
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