Announcement by the Management Board of Emperia Holding S.A., based in Lublin, of an Extraordinary General Meeting
Acting pursuant to art. 398, art. 399 § 1 in connection with art. 4021 § 1 of the Polish Commercial Companies Code, the Management Board of Emperia Holding S.A., having its registered office in Lublin, ul. Mełgiewska 7-9, 20-952 Lublin (the "Company"), hereby calls an Extraordinary General Meeting for 13 November 2012, noon. The Extraordinary General Meeting will take place in Lublin, ul. Mełgiewska 7-9.
Meeting agenda:
Under art. 4061 § 1 of the Polish Commercial Companies Code, the right to participate in the Extraordinary General Meeting is reserved for persons being shareholders in the Company 16 days before the General Meeting date (Registration date), i.e. before 28 October 2012. Those persons entitled to voting rights through registered shares, temporary certificates, as well as pledgees and users of shares, have the right to participate in the Extraordinary General Meeting if they are entered into the share register as at the Registration date. Registered shares in document form entitle to participate in the Extraordinary General Meeting if the share documents are submitted to the Company no later than on the Registration date and will not be collected before the end of that day.
In order to participate in the general meeting, those persons entitled under dematerialised bearer shares should request a registration certificate from the entity maintaining their securities accounts concerning the right to participate in the general meeting - not earlier than on the Extraordinary General Meeting announcement date and not later than on the first working day after the Registration Date. The Company determines the list of shareholders authorised to participate in the Extraordinary General Meeting based on a list provided by the National Depositary for Securities (KDPW), prepared on the basis of registered declarations on the right to participate in the Extraordinary General Meeting provided by the entities maintaining securities accounts.
The list of shareholders authorised to participate in the Extraordinary General Meeting will be displayed at the Company's registered office (Lublin, ul. Mełgiewska 7-9) three days before the general meeting date (8 November 2012 to 12 November 2012), between 8:00am and 2:00pm in room 516. A shareholder may request the list of shareholders, which is to be provided to him/her free of charge by email, indicating his/her email.
Shareholder right to request inclusion of specific items on the general meeting agenda
Shareholder(s) representing at least one-twentieth of the share capital have the right to request that specific items be included on the agenda of the Company's Extraordinary General Meeting. This request should be submitted to the Company's Management Board no later than 21 days before the Extraordinary General Meeting date. The request should contain a justification or a draft resolution concerning the proposed agenda item. The request should be submitted to the Company's registered office in written form or by email and be sent to the Company's email address: wza@emperia.pl. Shareholder(s) should indicate the possession of an appropriate number of shares as at the date on which the request is submitted by including a deposit certificate(s) or declaration on the right to participate in the general meeting and in the case of:
a) shareholders being natural persons - attach a copy of a document confirming their identity,
b) shareholders being legal entities and partnerships - confirm the authority to act on behalf of such an entity be including a current excerpt from the National Court Register or other register,
c) submission of a request by an attorney - attach the relevant power of attorney to the request, signed by the shareholder (or an uninterrupted string of powers of attorney), along with a copy of a document confirming the identity of the person signing the request and in the event of an attorney other than a natural person - a copy of the excerpt from a relevant register, confirming the authority of the person signing the request to act on behalf of the attorney.
Shareholder right to submit draft resolutions
Shareholder(s) representing at least one-twentieth of the Company's share capital may submit draft resolutions before the Extraordinary General Meeting date in written form to the Company's registered office or using electronic means of communications to the following email address: wza@emperia.pl, such as concern matters included on the general meeting agenda or those that will be included. Shareholder(s) should indicate the possession of an appropriate number of shares as at the date on which the request is submitted by including a deposit certificate(s) or declaration on the right to participate in the general meeting and in the case of:
a) shareholders being natural persons - attach a copy of a document confirming their identity,
b) shareholders being legal entities and partnerships - confirm the authority to act on behalf of such an entity be including a current excerpt from the National Court Register or other register,
c) submission of a request by an attorney - attach the relevant power of attorney to the request, signed by the shareholder (or an uninterrupted string of powers of attorney), along with a copy of a document confirming the identity of the person signing the request and in the event of an attorney other than a natural person - a copy of the excerpt from a relevant register, confirming the authority of the person signing the request to act on behalf of the attorney.
In addition, each of the shareholders authorised to participate in the Extraordinary General Meeting may submit draft resolutions during the Extraordinary General Meeting that concern the items included on the general meeting agenda.
Electronic communications between shareholders and the company
Within the limits provided in the Polish Commercial Companies Code, shareholders may communicate with the Company using electronic means of communication. The electronic communications between shareholders and the Company takes place with use of the following email address: wza@emperia.pl. Any risk connected with using electronic communications is borne by the shareholder.
Exercising voting rights through an attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their voting rights either in person or through an attorney(s). The attorney exercises all rights of the Shareholder at the Company's Extraordinary General Meeting, unless the power of attorney states otherwise. The attorney may grant further powers of attorney, if this is provided for in his/her power of attorney. The attorney may represent more than one shareholder and vote differently for each of them. Shareholders having their shares registered in more than one securities account may appoint different attorneys for exercising the rights under shares registered in each of the account.
The representatives of legal entities should provide current excerpts from the relevant registers, listing the persons authorised to represent such entities.
A power of attorney to participate in the Extraordinary General Meeting and exercise voting rights must be in written or electronic form. A power of attorney in electronic form does not require a secure electronic signature, verified by a valid qualified certificate. From the date on which this announcement is published, the Company provides a template for the power of attorney in electronic form on its website. The fact that a power of attorney in electronic form has been granted should be communicated to the Company by email to the following address: wza@emperia.pl. Along with this notification, the shareholder must send a scan of the power of attorney. The shareholder may also issue a power of attorney by sending it, in compliance with the binding template, to the above email address.
Forms concerning exercise of voting rights by an attorney are available at the Company's website: www.emperia.pl, in the Investor relations section.
A shareholder submitting a notification on issue of a power of attorney should also provide an email address through which the Company will be able to communicate with the shareholder and with the attorney. The Company may undertake appropriate actions to verify the identity of the shareholder and attorney. The verification may particularly consist of a reply by phone or email to the shareholder and attorney in order to verify the fact that the power of attorney has been issued and its scope. In the event of a lack of response to questions asked during such verification, the Company reserves the right to treat this as non-performance of power of attorney verification, which will constitute the basis for refusing to allow an attorney to participate in the Extraordinary General Meeting.
The principles concerning submitting powers of attorney and identifying the attorney and principal are also applicable to the notification on termination of a power of attorney.
A notification on issue and termination of a power of attorney without observance of the above requirements does not create any legal effects with respect to the Company. Selecting the means of appointing an attorney is left to the shareholder, and the Company does not bear responsibility for errors in completing the power of attorney template or the actions of persons using powers of attorney.
Issuing a power of attorney by email does not absolve the attorney from the requirement to provide an ID document during preparation of the list of persons authorised to participate in the Company's Extraordinary General Meeting. If the power of attorney is issued by a legal entity (in the meaning of art. 33 of the Polish Civil Code) or an organisational unit (in the meaning of art. 33¹ of the Polish Civil Code), the attorney is required to present an excerpt from the register in which the principal is registered. In the event that the attorney is a legal entity or an organisational unit in the meaning of art. 33¹ of the Polish Civil Code, the attorney should in addition provide an excerpt from the register in which the attorney is registered.
Participating in general meetings using electronic communications
The Company does not intend to allow participation and verbal statements during the general meeting using electronic means of communication due to the fact that the Company's Articles of Association do not provide for participating and making verbal statements during general meetings in this form.
Exercising voting rights by mail or using electronic communications
The Company does not intend to allow the exercise of voting rights by mail or using electronic means of communication due to the fact that the Company's Articles of Association do not provide for exercising voting rights during general meetings in this form.
Access to documentation
The full content of the documentation that is to be examined at the Extraordinary General Meeting is available on the Company's website from the general meeting announcement date: www.emperia.pl, in the IR section. The persons authorised to participate in the Extraordinary General Meeting may obtain access to the full content of the documentation that is to be examined at the Extraordinary General Meeting, together with draft resolutions, at the Company's registered office (Lublin, ul. Mełgiewska 7-9).
Proposed amendments to the Articles of Association of Emperia Holding S.A., based in Lublin, resulting from item 5 on the agenda:
Pursuant to art. 402 § 2 of the Polish Commercial Companies Code, the proposed amendments to the Articles of Association are as follows:
"1. The Supervisory Board comprises five persons, including at least two independent Supervisory Board members, as referred to in art. 12a sec. 1."
and is replaced with the following wording:
"1. The Supervisory Board comprises five persons, including at least one independent Supervisory Board member, as referred to in art. 12a sec. 1."
"1. The General Meeting appoints and removes at least two independent Supervisory Board members ("Independent member"), who should fulfil the following independence criteria:"
and is replaced with the following wording:
“1. The General Meeting appoints and removes at least one independent member of the Supervisory Board (the "Independent member"), who should fulfil the following independence criteria:”