The date, time, and location of the OGM as well as the detailed agenda

Transkrypt

1 ANNOUNCEMENT OF THE MANAGEMENT BOARD OF ROBYG SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN WARSAW REGARDING CONVENING THE ORDINARY GENERAL MEETING OF ROBYG S.A. The Management Board of ROBYG S.A., a company with its registered office in Warsaw, at Aleja Rzeczypospolitej 1, Warsaw, entered into the register of business entities maintained by the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register, under KRS [National Court Register] no ( Company or ROBYG S.A. ), acting on the basis of Article 395 1, Article in relation to Article and of the Commercial Companies Code ( CCC ) as well as 21.1 of the Company s Articles of Association, herewith convenes the Ordinary General Meeting of the Company ( OGM ) and presents the following information: The date, time, and location of the OGM as well as the detailed agenda The OGM will be held on 28 June 2016 (Tuesday) at 11:00 in Warsaw, in the registered office of the Company at Aleja Rzeczypospolitej 1, Warsaw. The agenda of the OGM covers the following: 1. Otwarcie ZWZ. 2. Wybór Przewodniczącego obrad ZWZ. 3. Stwierdzenie prawidłowości zwołania ZWZ i jego zdolności do podejmowania uchwał oraz sprawdzenie listy obecności. 4. Przyjęcie porządku obrad.

2 5. Przedstawienie i rozpatrzenie sprawozdania Zarządu z działalności Grupy Kapitałowej ROBYG S.A. oraz z działalności ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 6. Przedstawienie i rozpatrzenie skonsolidowanego sprawozdania finansowego Grupy Kapitałowej ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 7. Przedstawienie i rozpatrzenie jednostkowego sprawozdania finansowego ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 8. Przedstawienie i rozpatrzenie wniosku Zarządu w przedmiocie podziału zysku za rok obrotowy 2015, tj. za okres od dnia 1 stycznia 2015r. do dnia 31 grudnia 2015 r. wraz z przedstawieniem oceny Rady Nadzorczej w zakresie w.w. wniosku Zarządu. 9. Przedstawienie i rozpatrzenie sprawozdania Rady Nadzorczej ROBYG S.A. z oceny sprawozdania Zarządu z działalności Grupy Kapitałowej ROBYG S.A. i z działalności ROBYG S.A. w roku obrotowym 2015 oraz oceny skonsolidowanego sprawozdania finansowego Grupy Kapitałowej ROBYG S.A. za rok obrotowy 2015 i jednostkowego sprawozdania finansowego ROBYG S.A. za rok obrotowy Przedstawienie i rozpatrzenie sprawozdania z działalności Rady Nadzorczej ROBYG S.A. za 2015 rok wraz z ocenami wymaganymi Dobrymi Praktykami Spółek Notowanych na GPW; 11. Podjęcie uchwały w sprawie zatwierdzenia sprawozdania Zarządu z działalności Grupy Kapitałowej ROBYG S.A. oraz działalności ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 12. Podjęcie uchwały w sprawie zatwierdzenia skonsolidowanego sprawozdania finansowego Grupy Kapitałowej ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 13. Podjęcie uchwały w sprawie zatwierdzenia jednostkowego sprawozdania finansowego ROBYG S.A. za rok obrotowy 2015 tj. za okres od dnia 1 stycznia 2015 r. do dnia 31 grudnia 2015 r. 14. Podjęcie uchwały o podziale zysku za rok obrotowy Podjęcie uchwał w sprawie udzielenia absolutorium dla wszystkich członków Zarządu, którzy pełnili funkcje w roku obrotowym Podjęcie uchwał w sprawie udzielenia absolutorium dla wszystkich członków Rady Nadzorczej, którzy pełnili funkcje w roku obrotowym Podjęcie uchwał w sprawie powołania członków Rady Nadzorczej ROBYG S.A. na kolejną kadencję.

3 18. Podjęcie uchwały w sprawie podwyższenia kapitału zakładowego Spółki, z wyłączeniem prawa poboru dotychczasowych akcjonariuszy Spółki, w drodze emisji akcji serii H. 19. Podjęcie uchwały w sprawie przyjęcia jednolitego tekstu statutu Spółki. 20. Wolne Wnioski. 21. Zamknięcie obrad ZWZ. Description of procedures regarding participation in the OGM and the exercise of voting rights The right to participate in the OGM Pursuant to article of the CCC, only persons that are shareholders of the Company sixteen days before the date of the OGM, i.e. on 12 June 2016 ( Registration Date ), and who, in the period from the date of the announcement of the convening of the OGM until the first business day after the Registration Date, i.e. 13 June 2016 (inclusive), request from the entity maintaining their securities account the issuance of a certificate in their name regarding their right to participate in the OGM. The list of shareholders entitled to participate in the OGM will be prepared on the basis of a list provided by the entity maintaining the depository of securities, i.e. the National Depository for Securities ( NDfS ). The National Depository for Securities prepares the list on the basis of lists provided no later than twelve days before the date of the OGM by the entities entitled to do so in accordance with the appropriate provisions of the law. The basis for the preparation of the lists provided to the National Depository for Securities will be the issued certificates regarding the right to participate in the OGM. The list of shareholders entitled to participate in the OGM will be made available in the office of the Management Board of the Company at Aleja Rzeczypospolitej 1, Warsaw, between the hours of 9:00 to 17:00, for three business days before the date of the OGM, i.e. on June 2016 and 27 June In the period of three business days before the holding of the OGM, a shareholder of the Company may request for the list of shareholders to be ed to him free of charge, providing the address to which the list is to be sent. The request should be made in writing, signed by the shareholder or persons authorised to represent the shareholder,

4 and sent to the following address: in pdf file format or another format that allows for it to be read by the Company or sent by fax to +48 (22) Copies of documents confirming the identity of the shareholder or persons acting on behalf of the shareholder should be attached to the request, including: (i) in the case of a shareholder that is a natural person - a copy of the shareholder s identity card, passport, or other official identity document; (ii) in the case of a shareholder other than a natural person a copy of an extract from the appropriate register or other document confirming the authorisation of a natural person (or natural persons) to represent the shareholder at the OGM, (iii) in the event of the submission of the request by a proxy - a copy of the power of attorney signed by the shareholder or by persons authorised to represent the shareholder, the documents from items (i) and (ii) in regard to the shareholder, and a copy of the identity card, passport, or other official identity document of the proxy or in the case of a proxy other than a natural person - a copy of an extract from the appropriate register or other document confirming the authorisation of a natural person (or natural persons) to represent the shareholder at the OGM as well as the identity card, passport, or other official identity document of the natural person (natural persons) authorised to represent the proxy at the OGM. The right of the shareholder to request the placement of specific issues on the agenda of the OGM A shareholder or shareholders that represent at least one twentieth of the share capital of the Company are entitled to request the placement of specific issues on the agenda of the OGM. Such a request should be submitted to the Management Board of the Company no later than twenty one days before the date of the OGM, i.e. by 27 June 2016 (inclusive) and should include a justification or draft of the resolution regarding the proposed issue for the agenda. The request may be made in writing or sent by to wza@robyg.com.pl or sent by fax to +48 (22) In addition, the shareholder or shareholders requesting the placement of specific issues on the agenda should present a certificate regarding their right to participate in the OGM or deposit certificate issued by the appropriate entity for the purpose of identifying them as shareholders of the Company, as well as copies of documents confirming the identity of the shareholder or persons acting on behalf of the shareholder specified above.

5 The Management Board of the Company will promptly, no later however than eighteen days before the designated date of the OGM, announce changes in the agenda that were made at the request of a shareholder or shareholders. The announcement of a new agenda will take place in the same manner as the OGM was convened. The right of the shareholder to submit drafts of resolutions regarding issues introduced to the agenda of the OGM or issues which are to be introduced to the agenda before the date of the general meeting A shareholder or shareholders that represent at least one twentieth of the share capital of the Company are entitled to submit to the Company, before the date of the OGM but no later than by the end of the business day preceding the date of the OGM, in writing or by sent to wza@robyg.com.pl or by fax sent to +48 (22) , drafts of resolutions regarding issues introduced to the agenda of the OGM or issues that are to be introduced to the agenda. In addition, the shareholder or shareholders that make such a request should present a certificate regarding their right to participate in the OGM or deposit certificate issued by the appropriate entity for the purpose of identifying them as shareholders of the Company, as well as copies of documents confirming the identity of the shareholder or persons acting on behalf of the shareholder specified above. The right of the shareholder to submit drafts of resolutions regarding issues introduced to the agenda during the OGM Each of the shareholders of the Company that is present at the OGM may submit drafts of resolutions during the OGM regarding issues that were introduced to the agenda. These drafts should be submitted in Polish. The right to designate a proxy and the manner in which the proxy exercises voting rights A shareholder that is a natural person may participate in the OGM and exercise voting rights in person or through a proxy. A shareholder other than a natural person may participate in the OGM and exercise voting rights through a person authorised under the law or on the basis of a power of attorney to make declarations of will on its behalf (representative).

6 In addition, in accordance with the CCC, shareholders may grant powers of attorney to be represented at the OGM to members of the management board and employees of the Company. If the proxy at the OGM is a member of the management board, a member of the supervisory board, liquidator, employee of the Company, or a member of the governing bodies or employee of a subsidiary of the Company, the power of attorney may only grant the right to represent the shareholder at one OGM. Such a proxy is obliged to disclose any circumstances that indicate the existence or the possibility of any conflicts of interest to the shareholder, and in addition, is obliged to vote in accordance with the instructions provided by the shareholder. In this case, further powers of attorney cannot be granted. The Company allows for the use of power of attorney forms and instruction forms that are available on the Company s website for the exercise of voting rights by proxies. The proxy exercises all of the shareholder s rights at the OGM, unless specified otherwise in the provisions of the power of attorney. The proxy may grant further powers of attorney if permitted by the provisions of the power of attorney. A substitute proxy should provide the Company with any and all documents that indicate his or her authorisation. A proxy may represent more than one shareholder and vote differently from the shares of each shareholder. A shareholder of a public company holding shares recorded in more than one securities account may designate separate proxies to exercise the rights under the shares recorded in each of the accounts. The power of attorney should be granted in writing or electronically. A power of attorney granted electronically does not need to bear an advanced electronic signature verified using a valid qualified certificate. An electronic power of attorney, together with the attachments referred to below, should be sent to the Company by to the following address: wza@robyg.com.pl (or sent by fax to +48 (22) ) by sending the power of attorney to the specified address in pdf file format (or another format that allows for it to be read by the Company), signed by the shareholder, or, in the case of shareholders other than natural persons, signed by persons authorised to represent the shareholder. Sending of the power of attorney together with its attachments to the address specified above does not constitute a release from the obligation to present these documents during the taking of attendance and the failure to present them may result in the shareholder or the shareholder s proxy not being permitted to participate in the OGM.

7 A power of attorney entitling the holder to participate in the meeting and exercise voting rights that was granted electronically should be delivered no later than one business day before the OGM is held, by 14:00. In the abovementioned manner, a shareholder may revoke its declaration regarding the designation of a proxy. For the purpose of identifying the shareholder granting the power of attorney, the notice about granting the power of attorney electronically should, aside from a copy of the power of attorney, contain (as an attachment in pdf file format, or another format that allows for it to be read by the Company): (i) in the case of a shareholder that is a natural person - a copy of the shareholder s identity card, passport, or other official identity document; or (ii) in the case of a shareholder other than a natural person a copy of an extract from the appropriate register or other document confirming the authorisation of a natural person (or natural persons) to represent the shareholder at the OGM, and if the shareholder is represented by a legal person, a copy of an extract from the appropriate register for this person confirming the authorisation of natural persons to represent this legal person. The abovementioned documents should also be presented in the case of a power of attorney that was granted in writing. In the event of doubts regarding the completeness, reliability, or authenticity of the abovementioned documents, the Management Board of the Company reserves the right to require the proxy to produce the following when preparing the attendance list: (i) in the case of a shareholder that is a natural person - the shareholder s identity card, passport, or other official identity document or copy thereof certified to be a true copy of the original by a notary or other entity authorised to confirm that a document is a true copy of the original; or (ii) in the case of a shareholder other than a natural person the original of an extract from the appropriate register or other document confirming the authorisation of a natural person (or natural persons) to represent the shareholder at the OGM or a copy thereof certified to be a true copy of the original by a notary or other entity authorised to confirm that a document is a true copy of the original.

8 For the purpose of identifying the proxy, the Management Board of the Company reserves the right to require the proxy to produce the following when preparing the attendance list: (i) in the case of a proxy that is a natural person - the proxy s identity card, passport, or other official identity document; or (ii) in the case of a proxy other than a natural person the original of an extract from the appropriate register or other document confirming the authorisation of a natural person (or natural persons) to represent the shareholder at the OGM or a copy thereof certified to be a true copy of the original by a notary or other entity authorised to confirm that a document is a true copy of the original as well as the identity card, passport, or other official identity document of the natural person (or natural persons) authorised to represent the proxy at the OGM. In addition, for the purpose of verifying that the power of attorney was properly granted, the Management Board reserves the right to take any other steps that are necessary. Any and all documents that are presented in a language other than in Polish should be translated into Polish by a certified sworn translator and, if required by the appropriate provisions of the law, they should also certified by a notary and contain an Apostille. At the same time, the Management Board of the Company informs that in the case of the granting of a power of attorney together with voting instructions, the Company will not verify whether the proxies exercise the voting rights in accordance with the instructions that they received from the shareholders. In relation to the above, the Management Board of the Company informs that the voting instructions should only be provided to the proxy. The Company warns that a shareholder that uses electronic means of communication or votes by correspondence exclusively bears the risk related to using this form of participating in the OGM, including the risk of the lack of contact, transmission delays, and the inability of the shareholder to exercise the shareholder s rights due to the technical difficulties and limitations related to this form of participating in and voting by correspondence in the OGM. The Company cannot guarantee that it will be able to verify the identity of shareholders submitting drafts of resolutions or granting powers of attorney on the date of the OGM or voting by correspondence. In addition, the choice of the manner of designating the proxy as well as the choice of the manner of voting, including voting by correspondence, belongs to the shareholder. The Company is not

9 liable for errors in the completion of the power of attorney form, the instruction form, or the form for voting by correspondence. The shareholder is liable for any and all errors in the completion of the abovementioned documents. Information regarding alternative manners of participating in the OGM and exercising voting rights during the OGM The Company's Articles of Association allow for a participation, i.e. expressing opinions during the General Meeting (does not apply to voting), with the use of electronic means of communication, i.e. with the use of a telephone landline number +48 (22) If the shareholder participates in the General Meeting as described above, he/she should cast a vote by correspondence or appoint a proxy who is present during the General Meeting. In addition, seven days prior to the date of the General Meeting, the Company shall notify if the General Meeting proceedings will be transmitted in real time and whether after the end of the meeting, there will be an audio file or video file from the General Meeting proceedings available on the Company's website. The rules of the General Meeting allow for voting in the General Meeting by correspondence. For this purpose, the shareholder should complete and send by registered mail to the Company s address (Al. Rzeczypospolitej 1, Warsaw) the completed and signed form for voting by correspondence that is available on the Company s website All of the documents specified in the form should be attached to the form, including documents that confirm the identity of the shareholder or that indicate the representatives of the shareholder, in the case of shareholders that are natural persons, specified in this announcement above, as well as in the event of a Proxy voting by correspondence, also documents that confirm the identity of the Proxy or indicate the representatives of the Proxy, in the case of a Proxy that is a legal person. Votes cast by correspondence in a manner other than using the form will be invalid. When calculating the quorum and voting results, the Company will take into account those correspondence votes that reach it no later than at the moment of calling for a vote at the OGM. Correspondence votes are open from the moment of the announcement of the results of the

10 vote on the given resolution. Casting a vote by correspondence is equivalent to the consent of the shareholder to waive secret voting. A shareholder that cast a vote by correspondence loses the right to cast a vote at the OGM, however, the shareholder may withdraw his or her vote through a declaration submitted to the Company which is delivered to the Company no later than at the moment of calling for a vote at the OGM. It should be noted that due to the fact that the Management Board may make changes to the agenda at the request of a shareholder or shareholders no later than eighteen days before the OGM, i.e. no later than on 10 June 2016, it is recommended to vote by correspondence after this period of time. Registration Date The date of the registration of participation at the Ordinary General Meeting is 12 June Persons entitled to participate in the OGM should register for the OGM and obtain voting tools directly before the meeting room half an hour before the start of the OGM. Location of documentation and information related to the OGM Documentation presented to the OGM is available at as well as at Al. Rzeczypospolitej 1, Warsaw, from 9:00 to 17:00. The drafts of the resolutions are available at as well as at Al. Rzeczypospolitej 1, Warsaw, from 9:00 to 17:00. Any possible comments of the Management Board of the Company or Supervisory Board of the Company regarding the matters introduced to the agenda of the OGM or matters that are to be introduced to the agenda before the date of the OGM, including the opinions of the Supervisory Board of the Company regarding the resolutions of the OGM as well as other documents provided to the Company for the purpose of being presented at the OGM, provided that they

11 were not made available on the Company s website on the date of this announcement, will be made available on the Company s website promptly after they are obtained by the Company. Any and all information regarding the OGM is available at as well as at Al. Rzeczypospolitej 1, Warsaw, from 9:00 to 17:00. Other information The OGM will be conducted in Polish. At the same time, the Management Board of the Company announces that for all matters not covered by this announcement, the provisions of the Commercial Companies Code and the Company s articles of association will apply, and as such, the Company s shareholders should become acquainted with the abovementioned regulations. In the event of questions or doubts related to participating at the OGM, please contact the Legal Department, the designated contact person in regard to shareholders: Magdalena Tyrlik, telephone no. +48 (22) ; wza@robyg.com.pl. SIGNATURES: Zbigniew Wojciech Okoński President of the Management Board of ROBYG S.A. Artur Ceglarz Vice-President of the Management Board of ROBYG S.A. Attachments: 1) Drafts of resolutions for the Ordinary General Meeting;

12 Attachment no. 1 Drafts of resolutions for the Ordinary General Meeting