Current Report No. 8/2019 of 16 April 2019
Announcement on convening the Ordinary General Meeting of Wirtualna Polska Holding S.A. and draft resolutions
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 14 May 2019 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 2018;
b. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2018 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 2018;
c. Management Board’s Motion on the distribution of profit for the financial year 2018 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 2018;
2. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2018 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 2018;
3. Management Board’s Motion on the distribution of profit for the financial year 2018 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 2018.
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 2018.
7. Consideration and approval of the Company’s annual financial statements for the financial year ended 31 December 2018.
8. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2018 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 2018.
9. Adoption of the resolution on the on the distribution of profit for the financial year 2018 and 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 2018.
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 2018.
12. Adoption of a resolution regarding the conditional increase of the Company's share capital by issuing ordinary G series shares and issuance of D series subscription warrants, depriving current shareholders of pre-emptive rights of G series shares and D series subscription warrants , amending the Company's statute and the admission and introduction to trading as well as dematerialization of G series shares to create the Third Stock Option Plan.
13. Adoption of the resolutions on the amendments to the Articles of Association and on approval of the uniformed text of the Articles of Association.
14. 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 in order to perform the duties resulting from the agreement of October 29, 2018 amending the loan agreement of December 12, 2017.
15. Free motions.
16. 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 and documents 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 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