Wrocław, Apr.22,2010 r. Announcement about convening the Ordinary General Meeting of Shareholders
Right to participate in the ordinary general meeting of Shareholders Only the persons being the Company’s Shareholders sixteen days before the date of the Ordinary General Meeting (General Meeting participation registration date) are entitled to participate in the Ordinary General Meeting. General Meeting participation registration date is 3 May 2010. In order to exercise their right to participate in the Ordinary General Meeting, Shareholders should file a request, not earlier than after the General Meeting is announced and not later than on the first weekday after the participation registration date, i.e. on 4 May 2010, with an entity running the securities account shall issue a registered certificate about the right to the participate in the Ordinary General Meeting.
The Company shall determine the list of Shareholders entitled to participate in the Ordinary General Meeting based on a specification prepared by the entity maintaining the depository for securities in accordance with the regulations governing trading in financing instruments. The entity maintaining the depository for securities prepares the list based on the specifications submitted by the authorised bodies not later than on 7 May 2010, in accordance with the regulations governing trading in financing instruments. The specifications presented to the entity maintaining the depository for securities are drawn in accordance with the certificates about the right to participate in the Ordinary General Meeting. The list of Shareholders entitled to participate in the Ordinary General Meeting will be presented in the Company’s headquarters in ul. Powstańców Śląskich 2-4 (12th floor, front desk) in Wrocław not later than three weekdays prior to the day of the General Meeting, since the day of 14 May 2010 a Shareholder of the Company may request the Company to send him free of charge the list of Shareholders entitled to participate in the Ordinary General Meeting via e-mail to the address provided by the Shareholder. The Company holds the right to request documents confirming the eligibility of the Shareholder applying, provided he is not included in list of Shareholders entitled to participate in the Ordinary General Meeting.
A Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital may demand that specific issues be included in the agenda of the General Meeting. Such a request should be presented to the Management Board not later than on 28 April 2010. It should include a justification or a draft of the resolution concerning the proposed item of the agenda. The request can be made in writing or sent in an electronic form, in either case it should be submitted by means of duly completed and signed Form (for single shareholder, for two or more shareholders). A Shareholder or Shareholders demanding that specific issues be included in the agenda have to present, along with their request, the registered certificate of deposit, or the registered certificates of deposit issued by the authorised entity confirming that the Shareholder or the Shareholders possess proper number of shares on the day of the submission of the request which makes them eligible to file the request. Furthermore, individuals acting as proxy holders for an institutional shareholder or shareholders, or of legal persons or other entities, obliged to submit relevant documents specifying its/their authorisation principles to confirm such representation, should also submit, along with the aforementioned request, originals or duly authenticated copies of such documents. For delegated proxies a document confirming continuity of authorization is required. The duty to attach the documents referred to hereinabove concerns both the Shareholders submitting the request in writing as well as by electronic means of communication, in the form relevant for each of them (a paper document, its copy or scan and conversion into the PDF format). The request made in writing and the complete set of attachments should be submitted personally upon confirmation of receipt at the Company’s headquarters at the address of ul. Powstańców Śląskich 2-4, 53-333 Wrocław, or sent to the Company upon confirmation of sending and receipt to the address identified above. With the use of the means of electronic communication the request should be submitted by sending an e-mail message to the e-mail address: walne.zgromadzenie@getin.pl. All the documents, i.e. the request form and the attachments should be sent in the PDF format as mail attachments. The Company holds the right to take reasonable actions in order to verify the identity of a shareholder or shareholders and the validity of the documents sent. The Management Board shall promptly, but not later than on 30 April, announce changes made in the agenda introduced upon the shareholders’ request. This announcement shall be made in a way appropriate to the convening of the General Meeting. Shareholder’s right to submit drafts of resolutions concerning issues on the agenda of the General Meeting of Shareholders or the issues to be introduced to the agenda prior to the General Meeting date. A shareholder or shareholders representing at least 1/20 of the share capital may, prior to the date of the General Meeting, submit to the Company, in writing or by electronic means, drafts of resolutions concerning issues included in the agenda of the General Meeting or issues which are to be included in the agenda. The abovementioned drafts of resolutions should be submitted not later than 48 hours prior to the term of the General Meeting to let the Company publish the drafts of the resolutions on its website. The drafts of the resolutions may be submitted in writing or sent by electronic means of communication, in either case it should be submitted by means of duly completed and signed Form (for single shareholder, for two or more shareholders). A Shareholder or Shareholders submitting their drafts of resolutions concerning issues included in the agenda of the General Meeting or issues which are to be included in the agenda prior to the General Meeting have to present, along with the application, registered certificate of deposit, or registered certificates of deposit issued by the authorised entity confirming that the Shareholder or the Shareholders possess proper number of shares on the day of the submission of the request which makes them eligible to file the request. Furthermore, individuals acting as proxy holders for an institutional shareholder or shareholders, or of legal persons or other entities, obliged to submit relevant documents specifying its/their authorisation principles to confirm such representation, should also enclose, along with the aforementioned request, originals or duly authenticated copies of such documents. For delegated proxies of attorney a document confirming the continuity is required. The duty to attach the documents, referred to hereinabove, concerns both the Shareholders submitting the request in writing as well as by electronic means of communication, in the form relevant for each of them (a paper document, its copy or scan and conversion into the PDF format). The request made in writing and the complete set of attachments should be submitted personally upon confirmation of receipt at the Company’s headquarters at the address of ul. Powstańców Śląskich 2-4, 53-333 Wrocław, or sent to the Company upon confirmation of sending and receipt to the address identified above. With the use of the means of electronic communication the request should be submitted by sending an e-mail message to the e-mail address: walne.zgromadzenie@getin.pl. All the documents i.e. the request form and the attachments should be sent in the PDF format as mail attachments. The Company holds the right to take reasonable actions in order to verify the identity of a shareholder or shareholders and the validity of the documents submitted. The Company shall announce the drafts of the resolutions on its website. Shareholder’s right to submit the drafts of resolutions concerning issues on the agenda during the General Meeting of Shareholders. Each shareholder may, during the General Meeting, submit drafts of resolutions concerning the issues included in the agenda. Shareholders’ right to establish a proxy Shareholders may participate in the General Meeting and exercise their rights to vote in person or through a proxy holder(s). Proxy holders have the powers to exercise all the shareholders’ rights at the General Meeting unless otherwise stated in the proxy. Proxy holders may delegate their powers, if their proxies provide so. One proxy holder may represent several shareholders and cast different votes for each shareholder. A shareholder holding shares registered on several securities accounts may appoint separate proxy holders to exercise the rights for shares registered on each account. Shareholder, holding status other than a natural person, may participate in the General Meeting and exercise his voting rights through a person authorised to make declarations of intent on behalf of the shareholder or through a proxy holder. Forms of proxy, announcement of granting of a proxy by electronic means of communication and the ways of verification thereof. A proxy to participate and vote at the General Meeting shall be made in writing or in the electronic format. Granting proxies through electronic means of communication shall not require the electronic signature which may be verified by means of a qualified certificate. A shareholder shall notify the Company of granting a proxy through electronic means of communication via e-mail at the address: walne.zgromadzenie@getin.pl. The Company website (tab: Forms) provides Form of notification of granting a power of attorney in the electronic form (by natural person, by legal entity) to download; the questionnaire should be completed in accordance with the instructions provided and sent to the Company via e-mail to the address identified hereinabove. Scan of the registered certificate of the shareholders right to participate in the General Meeting of Shareholders issued by an entity maintaining its share account is required along with the form. Furthermore, individuals acting as a proxy for an institutional shareholder or shareholders, or of legal persons or other entities, obliged to submit relevant documents specifying its/their authorisation principles to confirm such representation, should also submit, along with the aforementioned notification, originals or duly authenticated copies of such documents in the form relevant for each of them (a paper document, its copy or scan and conversion into the PDF format). For delegated proxy a document confirming the continuity is required. Granting proxy in the electronic version shall be notified not later than on 17 May 2010 at midnight to make the verification of documents possible. A Member of the Company’s Management Board and the Company’s employee may act as a shareholder’s proxy holders at the General Meeting of Shareholders. A Member of the Management Board, a Member of the Supervisory Board, a liquidator, the Company’s employee, or a subsidiary’s member of the executive body or employee is entitled to represent a shareholder at a single General Meeting of Shareholders. The proxy holder shall disclose all the circumstances that involve or may involve the conflict of interest to the shareholder. No delegation of the proxy is allowed. In the situation as specified above, the proxy holder shall (in compliance with the binding regulations) vote in line with the instructions provided by the shareholder. Granted proxies will be verified by means of: Verification of the validity of the proxies granted through electronic means of communication and a shareholder’s identity may involve requesting the shareholder to send an e-version of the proxy (a scan and in the PDF format or a photo file showing the picture of the document). In case of any doubt or in order to clarify the matters, the Company holds the right to take additional reasonable measures to identify the shareholder or shareholders or to verify the validity of proxies granted, notices and documents. The Company attaches proxies on paper (also printed electronic versions of the documents) to the minutes taken at the General Meeting of Shareholder. Exercising voting rights through an Attorney by means of a form. The Company website (tab: Forms) provides the Form to exercise the right to vote through a Proxy Holder or to provide the Proxy with the written directions on voting by a Shareholder, referred to in Art. 402 (3) § 1 (5) and § 3 (1-4) of the Code of Commercial Companies and Partnerships. The form specified hereinabove, if completed by the shareholder granting the proxy, may be used as a ballot paper in the open vote at the General Meeting of Shareholders, providing the shareholder has authorised the Proxy Holder thereto. In secret ballot the completed form provides solely the voting guidelines for the Proxy Holder and should be retained by him. The form used as the ballot paper should be delivered to the Chairman of the of the General Meeting of Shareholders prior to closing the voting on the resolution the paper was used for, in accordance with the Shareholder’s instructions. With the Chairman informing the participants of the Meeting about the form having been used as a ballot paper, it is taken into consideration in counting votes cast for or against a given resolution. The form used in the ballot shall be enclosed in the minutes. Should counting of votes at the General Meeting of Shareholders take place through an electronic counting device, the form referred to hereinabove may be used only as a Shareholder’s instruction for the Proxy Holder. Information on alternative modes of participation and exercising voting rights at the General Meeting of Shareholders.
The General Meeting of Shareholders Bylaws excludes casting votes at the General Meeting by mail.
General Meeting of Shareholders information placement All the information released in relation to the General Meeting of Shareholders is available at http://www.getin.pl/en/index.php?level=page&id=27&menu=64,65. In the event the Company’s Management Board or Supervisory Board makes comments on the issues on the agenda of the General Meeting of Shareholders or the issues to be introduced to the agenda prior to the General Meeting date, they will be made available at the Company’s website.
Proposed amendments to the company’s Articles of Association Amendments introduced into the Company's Articles of Association comfort the mandatory requirement of adjusting the objects of the company to the Polish Classification of Activities (PKD) 2007; furthermore the amendments are made to develop uniform wording of all the corporate documents. I. Amendments introduced in § 6 of the Articles of Associations Present wording of § 6 clause 1 of the Company’s Article of Association:
Recommended wording of § 6 clause 1 of the Company’s Article of Association:
II. Amendment introduced in § 16 of the Articles of Associations 2a. Resolutions of the Supervisory Board shall be adopted by a majority of votes cast unless binding provisions of the Code of Commercial Companies and Partnerships require a more severe voting formula. In the event of deadlock the binding vote shall be the vote of the Chairman of the Supervisory Board. III. Amendment introduced in § 19 of the Articles of Associations 3. Resolutions of the Management Board are adopted with the absolute majority of votes cast; each Member of the Management Board has one vote. In the event of deadlock the binding vote shall be the vote of the President of the Management Board.
Legal provisions
Copyright Getin Holding SA KRS 0000004335, County Court in Wroclaw, VIth Economic Department KRS
NIP: 895-16-94-236, Authorised capital: 713.785.319 PLN For a correct display of this website Adobe® Flash® Player plugin is required.
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