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Convening of the Ordinary General Meeting of Shareholders of Energomontaż-Południe S.A. for 28 June 2012 together with draft resolutions

01.06.2012

Convening of the Ordinary General Meeting of Shareholders of Energomontaż-Południe S.A. for 28 June 2012 together with draft resolutions

The Management Board of Energomontaż-Południe Spółka Akcyjna with its registered office in Katowice, at ul. Mickiewicza 15 (the Company), acting on the basis of Article 399 par. 1 read together with Article 395, Article 402 and Article 402 of the Commercial Companies Code and Article 19 par. 2 of the Company's Statute, convenes, for 28 June 2010 at 1200 hours, the Ordinary General Meeting of Shareholders of the Company, which will take place at the registered office of the Company in Katowice at ul. Mickiewicza 15.

Agenda:

  1. Opening of the Ordinary General Meeting of Shareholders.
  2. Election of the Chairman of the Ordinary General Meeting of Shareholders.
  3. Confirmation that the Ordinary General Meeting of Shareholders has been duly convened and is capable of adopting resolutions.
  4. Election of the Returning Committee.
  5. Approval of the agenda.
  6. Considering and approving the Management Board's report on the Company's operations for 2011.
  7. Considering and approving the financial statements of the Company for financial year 2011.
  8. Considering and approving the Company Management Board's annual report on the operations of the Energomontaż-Południe Capital Group for 2011.
  9. Considering and approving the consolidated financial statements of the Energomontaż-Południe Capital Group for financial year 2011.
  10. Adopting a resolution on covering the net loss from 2011 and losses from previous years.
  11. Adopting a resolution on granting members of the Management Board a discharge from liabilityfor the performance of their duties in 2011.
  12. Considering and approving the Supervisory Board's report on the Company's operations for 2011.
  13. Adopting a resolution on granting members of the Company's Supervisory Board a discharge from liability for the performance of their duties in 2011.
  14. Adopting a resolution on appointing members of the Supervisory Board for a new joint term of office.
  15. Adopting a resolution on granting members of the Management Board of the company EP Hotele i Nieruchomości Sp. z o.o. a discharge from liability for the performance of their duties in 2011.
  16. Other matters.
  17. Closing of the Meeting.

In accordance with Art. 402 2CCC, the Management Board presents the following information:

  1. Pursuant to Article 406par. 1 CCC, the right to participate in the general meeting of shareholders of a company is held only by those persons who are shareholders of the company 16 days before the date of the general meeting of shareholders (the date of registering participation in the general meeting of shareholders), in this case, on 12 June 2012. Those entitled by registered shares and temporary certificates, as well pledgees and users holding voting rights, are entitled to take part in the general meeting of shareholders of the company if they are entered in the share register on the date of registering participation in the general meeting of shareholders (4062par. 1 CCC).
  2. Bearer shares which take the form of a document provide a right to participate in the general meeting of shareholders of the company, provided the said documents are submitted with the company no later than on the date of registering participation in the general meeting, i.e. 12 June 2012, and are not collected before the end of that day. In place of shares, a certificate may be issued as proof of the submission of shares with a notary, in a bank or with an investment company having its registered office or branch within the territory of the Republic of Poland. The certificate should indicate the numbers attached to the share documents and should ascertain that the share documents will not be released prior to the end of the date for registration of participation in the General Meeting.
  3. Pursuant to Article 406 par. 2 CCC, for the purposes of ensuring participation in the general meeting, a shareholder entitled by dematerialised bearer shares should request, not earlier than after the announcement of convening the general meeting, i.e. not before 1 June 2012 and no later than on the first weekday after the date of registering participation in the general meeting. i.e. 13 June 2012, from the entity running the securities account, the issuance of a named certificate concerning the right to participate in the general meeting. The certificate should contain all the information referred to in Article 406 par. 3 CCC, i.e.:

1) the company (name), registered office, address and seal of the issuer and the certificate number,
2) the number of shares
3) the share type and code,
4) the company (name), registered office and address of the company which issued the shares,
5) the par value of the shares,
6) the name and surname or company name of the person entitled by the shares,
7) the registered office (place of residence) and address of the person entitled by the shares,
8) the purpose for which the certificate was issued,
9) the date and place of issue of the certificate,
10) the signature of the person authorised to issue the certificate.

Certificates of the right to participate in the General Meeting of Shareholders will provide the basis for drawing up lists of shareholders provided to the entity maintaining the securities depository pursuant to the provisions on trading in financial instruments.

Principles governing participation in the meeting:

  1. Shareholders may participate in the General Meeting of Shareholders and exercise their voting rights in person or by proxy. Proxies of persons other than natural persons must present current extracts from appropriate registers (e.g. an extract from the National Court Register) that list the persons entitled to represent those entities. A proxy may exercise all of the shareholder's rights at the General Meeting of Shareholders unless the power of attorney states otherwise. A shareholder who has shares recorded on more than one securities account will be able to appoint separate proxies to execute rights attached to the shares on each of these accounts.
  2. A power of attorney authorising participation in the General Meeting of Shareholders and the exercising of voting rights must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require an electronic signature verified by a valid qualified certificate. A power of attorney may be granted on a correctly and completely filled out and signed appropriate form, which is available on the Company's website www.energomontaz.pl within the tab investor relations/company info/general meeting of shareholders. A power of attorney granted on the above form, as well as notification of granting the power of attorney in some other form, should be sent by the Shareholder to the Company in PDF or another format readable by the Company to the email address: pelnomocnictwo.wza@energomontaz.pl. Use of the form of the power of attorney provided is not obligatory. The aforementioned form for an electronic power of attorney, as well as notification on granting a power of attorney in some other form, should, where possible, be sent by email to the Company no later than 24 hours before the General Meeting in view of the need to conduct relevant verification. Notification on granting a power of attorney in a manner different from the form mentioned above should contain a precise indication of the proxy and grantor (in the case of natural persons, their given name and surname, series and number of their identity card, passport or other official document confirming the identity of the proxy and grantor, Personal Statistical Number (PESEL) and place of residence, and in the case of other persons, the business name, registered office, address, KRS number or other register number and other necessary data enabling identification to be made, e.g. the Tax Identification Number (NIP)). The form providing instructions on how to exercise votes through a proxy is available on the Company's website www.energomontaz.pl within the tab investor relations/company info/general meeting of shareholders.
  3. The Company undertakes relevant acts aimed at identifying the shareholder and proxy for the purpose of verifying the validity of a power of attorney granted in electronic form. Verification may consist of a request for confirmation by telephone or email from the shareholder and proxy in order to confirm that the power of attorney has been granted. After arriving at the General Meeting but before signing the attendance list, the proxy should first furnish originals of the appropriate identity documentation for the purpose of confirming his or her identity.
  4. In connection with convening and participating in the shareholders meeting, shareholders are vested with the following entitlements:
    A shareholder or shareholders representing at least 1/20th of the share capital can request that specific items be placed on the agenda of the next General Meeting of Shareholders. A request should be notified to the Company's Management Board no later than 21 days prior to the announced date of the meeting, i.e. by 7 June 2012. The request should include a justification of or a draft resolution on the proposed agenda item. This request can be submitted in electronic form to the e-mail address: zmiany.wza@energomontaz.pl
    A shareholder or shareholders representing at least 1/20th of the share capital may, prior to the date of the shareholders meeting, notify to the Company in writing or through electronic means, to the email address: zmiany.wza@energomontaz.pl, draft resolutions concerning matters introduced to the agenda of the general meeting or matters which are to be placed onto the agenda of the meeting.
    During the General Meeting of Shareholders, each shareholder may submit draft resolutions regarding matters placed on the agenda.
  5. The Company Statute does not permit the possibility to participate in the General Meeting by electronic means, nor does it provide for the possibility of expressing a view during the meeting and exercising votes via electronic means. The Regulations of the General Meeting do not permit voting during a meeting by post or by electronic means.
  6. A person entitled to participate in the General Meeting may obtain a complete text of the documentation which is to be presented at the Meeting along with draft resolutions, at the Company's registered office within a term no earlier than one week before the date of the General Meeting. Information concerning the programme of the General Meeting and associated documentation will be placed on the Company's website at www.energomontaz.pl within the tab investor relations/company info/general meeting of shareholders. Correspondence associated with the General Meeting should be addressed to the email address: sekretariat@energomontaz.pl
  7. A list of shareholders entitled to participate in the General Meeting of Shareholders of the Company will be posted for review at the registered office of the Company in Katowice at ul. Mickiewicza 15, 3 weekdays before the date of the General Meeting, i.e. from 25 to 27 June 2012, from 7:30 a.m. to 4:30 p.m. A shareholder may ask for the list of shareholders entitled to participate in the General Meeting of Shareholders of the Company to be sent to him or her, gratuitously by e-mail, by providing the e-mail address to which the list should be sent. A request for the list of shareholders can be submitted in electronic form to the e-mail address of the Company: sekretariat@energomontaz.pl
  8. Information concerning the meeting is available on the website: www.energomontaz.pl

In connection with the Ordinary General Meeting of Shareholders being convened for 28 June 2012, the Company hereby attaches draft resolutions which will be the subject of the agenda at the Ordinary General Meeting of Shareholders of the Company. At the same time, the Company announces that the Supervisory Board report to be considered for approval under point 12 of the agenda for the Ordinary General Meeting of Shareholders will be published in a current report and placed on the Company's website as soon as it has been completed.

Detailed legal basis:
Clause 38 par. 1 pt. 1 and Clause 38 par. 1 pt. 3 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities [...] of 19 February 2009.



pdf Current Report No. 27/2012 0,08 MB
pdf Draft resolutions for GM convened for 28 June 2012 0,23 MB
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