Current Report No. 5/2018 of 29 March 2018
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.
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. 4021 § 1 i art. 4022 of the Commercial Companies Code, convenes an Ordinary General Meeting of Shareholders (“General Meeting”) on 25 April 2018 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 2017;
b. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2017 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 2017;
c. Management Board’s Motion on the distribution of profit for the financial year 2017 and prior years' retained profits.
1. Consideration of:
a. the Supervisory Board’s report on the results of the assessment of:
i. Company’s annual financial statements for the financial year ended 31 December 2017;
ii. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2017 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 2017;
iii. 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 2017.
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 2017.
2. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2017 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 2017.
3. Adoption of the resolution on the on the distribution of profit for the financial year 2017 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 2017.
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 2017.
6. Adoption of the resolutions on the amendments to the Articles of Association and on approval of the uniformed text of the Articles of Association.
7. Adoption of a resolution regarding the approval of the Regulations of the Supervisory Board of the Company.
8. Adoption of a resolution regarding the amendment of resolution No. 6 of the Extraordinary General Meeting of the Company of January 14, 2015 and resolution No. 3 of the Extraordinary General Meeting of the Company of March 5, 2015.
9. Adoption of a resolution regarding the approval of management contracts between the Company and its subsidiaries.
10. Adoption of a resolution regarding the consent to establish a limited property right on the Company's enterprise by concluding a registered pledge agreement on the collection of property and rights of the Company.
11. Adoption of a resolution regarding remuneration in the Supervisory Board of the Company.
12. Free motions.
13. 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 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