Report 11/2021

2021-05-19

Announcement on convening the Ordinary General Meeting of Wirtualna Polska Holding S.A. and draft resolutions to be voted on during the meeting

Current Report No. 11/2021 of May 19, 2021

Announcement on convening the Ordinary General Meeting of Wirtualna Polska Holding S.A. and draft resolutions to be voted on during the meeting

Legal basis: Article 56, section 1.2a of the act dated 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organised trading, and public companies, as amended.

Contents of the report:

The Management Board of Wirtualna Polska Holding S.A., pursuant to art. 395, art. 399 § 1 in connection with z art. 402 1 § 1 i art. 402 2 of the Commercial Companies Code, convenes an Ordinary General Meeting of Shareholders (“General Meeting”) on June 15, 2021 on 12:00 to be held at the seat of the Company in Warsaw at Żwirki i Wigury 16, 02-092 Warsaw, with the following agenda:

1. Opening of the General Meeting.
2. Appointment of the Chairperson of the General Meeting.
3. Ascertaining of the correctness of the General Meeting convention and its capability of adopting resolutions.
4. Adoption of the agenda of the General Meeting.
5. Presentation by the Management Board of:
a. Company’s annual financial statements for the financial year ended 31 December 2020;
b. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2020 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2020;
c. Management Board’s Motion on the distribution of profit for the financial year 2020 and prior years' retained earnings.
6. Consideration of:
a. the Supervisory Board’s report on the results of the assessment of:
1) Company’s annual financial statements for the financial year ended 31 December 2020;
2) Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2020 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2020;
3) Management Board’s Motion on the distribution of profit for the financial year 2020 and prior years' retained earnings.
b. Report on the activities of the Supervisory Board and the Audit Committee of the Supervisory Board of Wirtualna Polska Holding S.A. in 2020.
c. An Assessment of the Company’s standing, the manner of complying with informational duties of the Company, the sponsoring, charitable and other similar activities of the Company in 2020.
7. Consideration and approval of the Company’s annual financial statements for the financial year ended 31 December 2020.
8. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2020 along with the Management Board’s Report on Wirtualna Polska Holding S.A. Capital Group's activities for the period of 3 and 12 month ended on 31 December 2020.
9. Adoption of the resolution on the on the coverage of loss for the financial year 2020 and distribution of prior years' retained profits.
10. Adoption of the resolutions on granting the vote of approval to the Members of the Management Board for the execution of their duties in 2020.
11. Adoption of the resolutions on granting the vote of approval to the Members of the Supervisory Board for the execution of their duties in 2020.
12. Adoption of a resolution on appointing the President of the Management Board of the Company for a new term of office.
13. Adoption of a resolution on determining the number of Members of the Supervisory Board of the Company.
14. Adoption of a resolutions on appointing Members of the Supervisory Board of the Company for a new term of office.
15. Adoption of a resolution regarding amendments to the Remuneration Policy of the Management Board and Supervisory Board of the Company.
16. Adoption of a resolution on remuneration of the Members of the Supervisory Board.
17. Adoption of the resolutions on the amendments to the Articles of Association and on approval of the uniformed text of the Articles of Association.
18. Adoption of a resolution on amendments to the By-laws of the General Meeting of the company.
19. Adoption of a resolution regarding the opinion on the report on the remuneration of Members of the Management Board and the Supervisory Board of the Company for years 2019-2020.
20. Free motions.
21. Closing of the Shareholders’ Meeting.

Attached hereto, the Management Board provides its announcement on convening the Company’s Extraordinary General Meeting made in compliance with Article 402² of the Commercial Companies Code and draft resolutions to be voted on during the meeting, together with attachments.

Legal basis: Article 56, section 1.2a) of the act dated 29 July 2005 on public offering, the conditions governing the introduction of financial instruments to organised trading, and public companies in connection with § 19 Section 1 Items 1 and 2 of the Regulation issued by the Finance Minister on 29 March 2018 on the current and periodic information transmitted by securities issuers and the conditions for recognizing the information required by the regulations of a non-member state as equivalent.

Signatures of the individuals representing the Company:

Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/Chief Financial Officer

en_announcement_ogm_15062021.pdf
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en_draft_resolution_ogm_15062021 (2).pdf
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attachment_resolution_ogm_wph_15062021_Remuneration Policy_unified.pdf
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attachment_resolution_ogm_wph_15062021_by_laws_gm_unified.pdf
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