Report 16/2015

2015-05-27

Current Report No. 16/2015 of 27 May 2015

Announcement on convening the Wirtualna Polska Holding SA Extraordinary General Meeting, draft resolutions and proposed amendments to the Articles of Association of Wirtualna Polska Holding SA

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.

The Report:

The Management Board of Wirtualna Polska Holding S.A. (the “Company”), pursuant to art. 399 § 1 in connection with art. 402¹ § 1 and art. 402²§ 1 of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting of the Company on 23 June 2015 at 12:00 to be held at the seat of the Company in Warsaw on ul. Jutrzenki 137 A with the following agenda:

1.Opening of the General Meeting.
2.Election of the Chairman of the General Meeting.
3.Acknowledging the correct convention of the General Meeting and its authority to adopt binding resolutions.
4.Adoption of the Agenda.
5.Adoption of the resolution on the amendments to the Articles of Association .
6.Adoption of the resolution on the adoption of the uniform text of the Article of Association.
7.Adoption of the resolution on the determination of the number of members of the Supervisory Board of the Company.
8.Adoption of the resolutions on the dismissal of members of the Supervisory Board.
9.Adoption of the resolutions on the election of members of the Supervisory Board, including members of the Supervisory Board satisfying the criteria of independence from the Company and the entities materially related to the Company.
10.Adoption of the resolution on the approval of the Regulation of the Supervisory Board of the Company.
11.Adoption of the resolution on the adoption of the Regulation of the General Meeting of the Shareholders of the Company.
12.Adoption of the resolution on fixing the remuneration for members of the Supervisory Board
13.Closure of the General 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.

Moreover, the Management Board hereby informs that the contents of the proposed amendments to the Articles of Association of the Company together with the previously binding provisions are contained in the point 9 of the announcement.

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 (consolidated text: Journal of Laws of 2013, item 1382) in connection with § 38 Section 1 Items 1, 2 and 3 of the Regulation issued by the Finance Minister on 19 February 2009 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 representatives of the Company:
Jacek Świderski – President of the Management Board
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO

announcement_of_wph_management_board_egm_23062015.pdf
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draft_of_the_resolutions_of_egm_23062015.pdf
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draft_of_the_uniform_text_of_the_articles_of_association_wph_nzw_23062015.pdf
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