Current Report No. 32/2017 of 30 March 2017
Announcement on convening the Ordinary General Meeting of Wirtualna Polska Holding S.A., draft resolutions and proposed amendments to the Articles of Association of Wirtualna Polska Holding S.A.
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., pursuant to art. 395, art. 399 § 1 in connection with z art. 4021 § 1 i art. 4022 of the Commercial Companies Code, convenes an Ordinary General Meeting of Shareholders (“General Meeting”) on 26 April 2017 on 10:00 to be held at the seat of the Company in Warsaw at Jutrzenki 137A, 02-231 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 2016;
b. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2016 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 2016;
c. Management Board’s Motion on the distribution of profit for the financial year 2016 and prior years' retained profits.
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 2016;
2. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2016 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 2016;
3. Management Board’s Motion on the distribution of profit for the financial year 2016 and prior years' retained profits.
b. Report on the activities of the Supervisory Board and the Audit Committee of the Supervisory Board of Wirtualna Polska Holding S.A. in 2016.
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 2016.
1. Consideration and approval of the Company’s annual financial statements for the financial year ended 31 December 2016.
2. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2016 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 2016.
3. Adoption of the resolution on the on the distribution of profit for the financial year 2016 and prior years' retained profits.
4. Adoption of the resolutions on granting the vote of approval to the Members of the Management Board for the execution of their duties in 2016.
5. Adoption of the resolutions on granting the vote of approval to the Members of the Supervisory Board for the execution of their duties in 2016.
6. Adoption of a resolution on appointing the President of the Management Board of the Company for a new term of office.
7. Adoption of a resolutiosn on appointing Members of the Supervisory Board of the Company for a new term of office.
8. Adoption of the resolution on changes in the remuneration of the Chairman of the Supervisory Board and on conclusion of an annex to the agreement between the Company and the Chairman of the Supervisory Board to serve a function in the Supervisory Board.
9. Adoption of the resolution on conclusion of management agreement between Wirtualna Polska Holding S.A. and Grupa Wirtualna Polska S.A.
10. Adoption of the resolution on the amendments to the Articles of Association and on approval of the uniformed text of the Articles of Association.
11. Free motions.
12. 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.
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