Report 9/2016

2016-03-24

Current Report No. 9/2016 of 24 March 2016

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. with it registered office in Warsaw, ul. Jutrzenki 137A, postal code: 02-231 Warsaw, entered in the register of entrepreneurs of the National Court Register kept by District Court for the City of Warsaw in Warsaw, XIII Commercial Department of the National Court under the number KRS 0000407130, (“Company”), 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”) with the following agenda:

  1. Opening of the General Meeting.
    1. Appointment of the Chairperson of the General Meeting.
    2. Ascertaining of the correctness of the General Meeting convention and its capability of adopting resolutions.
    3. Adoption of the agenda of the General Meeting.
    4. Presentation by the Management Board of: a. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2015 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 2015; b. Company’s annual financial statements for the financial year ended 31 December 2015 along with the Management Board’s report on Company's activities for the period of 3 and 12 months ended on 31 December 2015; c. Management Board’s Motion on the distribution of profit for the financial year 2015.
    5. Consideration of:
    6. the Supervisory Board’s report on the results of the assessment of: a. Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2015 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 2015; b. Company’s annual financial statements for the financial year ended 31 December 2015 along with the Management Board’s report on Company's activities for the period of 3 and 12 months ended on 31 December 2015; c. Management Board’s Motion on the distribution of profit for the financial year 2015.
    7. Report on the activities of the Supervisory Board and the Audit Committee of the Supervisory Board of Wirtualna Polska Holding S.A. in 2015
    8. An Assessment of the Company’s standing, the manner of complying with informational duties of the Company, the sponsoring, charitable and other similar activities od the Company in 2015.
    9. Consideration and approval of the Wirtualna Polska Holding Capital Group’s consolidated annual financial statements for the financial year 2015 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 2015.
    10. Consideration and approval of the Company’s annual financial statements for the financial year ended 31 December 2015 along with the Management Board’s report on Company's activities for the period of 3 and 12 months ended on 31 December 2015.
    11. Adoption of the resolution on the on the distribution of profit for the financial year 2015.
    12. Adoption of the resolution on granting the vote of approval to the Members of the Management Board for the execution of their duties in 2015.
    13. Adoption of the resolution on granting the vote of approval to the Members of the Supervisory Board for the execution of their duties in 2015.
    14. 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.
    15. Adoption of the resolution on the amendments to the Articles of Association.
    16. Adoption of the resolution on the adoption of the uniformed text of the Articles of Association.
    17. Adoption of the resolution on the approval of the amendments to the By-laws of the Supervisory Board of the Company.
    18. Adoption of the resolution on the amendments to the By-laws of the General Meeting of the Shareholders of the Company.
    19. Adoption of the resolution on the amendments to the Employee Motivational Programme.
    20. Adoption of the resolution on conclusion of management agreements with the subsidiaries of the Wirtualna Polska Holding S.A. Capital Group.
    21. Free motions.
    22. 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 2 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_ogm_20042016.pdf

articles_unified_draft_ogm_20042016.pdf

draft_resolutions_ogm_20042016.pdf