Announcement.

XPLUS SA (12/2018) Convening the Annual General Meeting of XPLUS S.A. Xplus Joint Stock Company

Convening the XPLUS SA AGM.
ANNOUNCEMENT OF CONVENING THE ORDINARY GENERAL MEETING OF XPLUS SA'S SHAREHOLDERS WITH REGISTERED OFFICE IN WARSAW
The Management Board of XPLUS Spółka Akcyjna with its registered office in Warsaw, entered into the Register of Entrepreneurs by the District Court in Warsaw, 13th Commercial Division of the National Court Register under KRS number 0000296278, acting pursuant to art. 399 § 1, art. 4021 and art. 4022 of the Code of Commercial Companies ("K.s.h."), convenes for June 26, 2018 the Ordinary General Meeting, which will start at 12:00 at the Company's headquarters at 435A Puławska Street in Warsaw.
I. ORDER OF THE MEETINGS OF THE ORDINARY GENERAL MEETING
1. Opening of the Ordinary General Meeting.
2. Adoption of a resolution regarding the declassification of the election of members of the Returning Committee.
3. Election of the Returning Committee and the Chairman of the Ordinary General Meeting.
4. Preparing the attendance list, confirming the correctness of convening the Ordinary General Meeting and its ability to adopt resolutions.
5. Adoption of the agenda. 6. Presentation and consideration of the Management Board's report on the Company's operations and financial statements for the financial year 2017, 7. Presentation of the Supervisory Board's report on the assessment of the Management Board's report on the Company's 2017, the Company's financial statements for 2017 and proposals of the Management Board regarding the distribution of profit. 8. Adoption of a resolution regarding approval of the Management Board's report on the activities of the Company for the financial year 2017.
9. Adoption of a resolution regarding the approval of the financial statements for the financial year 2017.
10. Adoption of a resolution regarding adoption reports of the Supervisory Board on the audit of the Management Board's report on the Company's operations, financial statements for the financial year 2017 and the Management Board's motion regarding the allocation of profit.
11. Adoption of a resolution on allocating part of the supplementary capital to dividend payment
12. Adoption of a resolution regarding the allocation of profits for the financial year 2017.
13. Adoption of a resolution on discharging members of the Management Board from performance their duties in 2017.
14. Adoption of a resolution regarding the acknowledgment of the fulfillment of duties by members of the Supervisory Board in 2017.
15. Free applications.
16. Closing the meeting.
II. DESCRIPTION OF PARTICIPATING PROCEDURESTHE ORDINARY GENERAL MEETING AND THE EXERCISE OF VOTING RIGHTS
Entitlement to participate in the AGM
1. Only persons who are shareholders of the company 16 (sixteen) days before the date of the OGM (day of registration of participation in the general meeting) have the right to participate in the OGM i.e. on June 10, 2018. 2. In order to ensure participation in the general meeting, a shareholder entitled from dematerialized bearer shares should demand, no sooner than after the announcement of convening the general meeting and no later than the first weekday after the date of registration of participation in the general meeting, from entity maintaining a securities account, issuing a personal certificate of the right to participate in the general meeting. The certificate should contain all information referred to in art. 4063 § 3 of the Commercial Companies Code, i.e .:
1) company (name), registered office, address and stamp of the issuer and number of the certificate,
2) number of shares
3) type and code of shares, < br /> 4) company (name), registered office and address of the company that issued the shares,
5) nominal value of the shares,
6) first and last name or company name (name) of the shareholder,
7) registered office (place of residence) and address of the person authorized from the action,
8) purpose of issuing the certificate,
9) date and place of issuing the certificate,
10) signature of the person authorized to issue the certificate.
3. Certificates of the right to participate in the general meeting will be the basis for the preparation of lists provided to the entity maintaining the securities deposit in accordance with the provisions on trading in financial instruments. 4. In order to ensure participation in the general meeting, a Shareholder entitled to bearer shares in the form of a document has the right to participate in the general meeting if the share documents are submitted to the Company not later than on the day of registration of participation in the general meeting and not will be picked up before the end of this day.
Change the agenda and submit draft resolutions before the date of ZWZ
5. According to art. 401 § 1 and 4 K.s.. a shareholder or shareholders representing at least one twentieth (1/20) of the share capital is entitled to:
a) demand that specific issues be placed on the agenda of the AGM. The request should be submitted to the Management Board, in writing at the registered office of the Company orin electronic form to the address [email protected] no later than 21 days before the date of the ZWZ. The request should be made in the Polish language, contain a justification or a draft resolution regarding the proposed item on the agenda. b) notify the Company in writing at the registered office of the Company or in electronic form to the address [email protected] of draft resolutions regarding matters included in the agenda of the Meeting or matters that are to be included in the agenda of the Meeting. In the case of the above-mentioned requests, the request should be accompanied by copies of documents confirming the identity of the shareholder or persons acting on its behalf, in particular: a) certificate or deposit confirming the status of the Company's shareholder, shares held by him and the fact that it represents at least 1/20 (one twentieth) of the Company's share capital,
b) in the case of a shareholder who is a natural person - a copy of the ID confirming the shareholder's identity,
c) in the case of a shareholder other than a person physical - a copy of an excerpt from the relevant register,
d) in the case of acting by a proxy - a copy of the power of attorney and a copy of the representative's identity document, and in the case of a proxy other than a natural person, a copy from the relevant register.
Documents attached to the request sent electronically in accordance with art. 401 §1 and 4 K.s.h., should be sent in PDF, TIFF or JPG format.
Reporting draft resolutions during the ZWZ
6. According to art. 401 §5 K.s.. each shareholder may submit draft resolutions regarding matters included in the agenda during the OGM.
Participation in the AGM
7. A shareholder who is a natural person may participate in the AGM and exercise his / her voting right in person or by proxy. 8. A shareholder who is not a natural person may participate in the OGM and exercise the right to vote by a person authorized to make declarations of will on his behalf or by a proxy. 9. The right to represent a shareholder who is not a natural person should be based on the excerpt from the relevant register (submitted in original or a copy certified for compliance with the original by a notary public) provided during the preparation of the list, or from the full powers of attorney. A person or persons granting a power of attorney on behalf ofa shareholder who is not a natural person should be shown in the current excerpt from the relevant register.
10. The Company's internal statute and regulations do not provide for the possibility of participating in the AGM, expressing opinions at the AGM, or exercising voting rights by means of electronic communication or by correspondence.
List of those entitled to participate in the AGM
11. A shareholder may request that a list of shareholders entitled to participate in the AGM be sent to him free of charge, by e-mail, providing his own e-mail address to which the list should be sent. The request should be sent to the Company's e-mail address ([email protected]). Proxies
13. The power of attorney to participate and exercise the voting right at the OGM should be granted in writing or in electronic form.
14. The power of attorney should contain at least the data indicated in the form of the power of attorney, placed on the Company's website (xplus.pl), the tab "Investor Relations", section "General Meetings". The power of attorney document does not have to be drawn up on the power of attorney form referred to in the previous sentence.
15. Granting a power of attorney in electronic form does not require a qualified electronic signature. 16. The shareholder shall notify the Company of the power of attorney in electronic form by sending information by e-mail to the address [email protected] The company sends back the confirmation to the email address of the shareholder within 2 days. The shareholder sends the Company not later than 3 days before the General Meeting by email to [email protected] a document containing the text of the power of attorney together with the shareholder's signature, in the form of a scan document in PDF, TIFF or JPG format. After arriving at the Meeting, before signing the attendance list, the attorney should present the original power of attorney. The attorney exercises all the shareholder's rights on the General Meeting in accordance with the rules set out in the Commercial Companies Code, in particular, in art. 412 - 4122 K.s..
Obtaining information before the AGM
17. Any person entitled to participate in the OGM may obtain a full text of the documentation to be presented to the General Meeting together with draft resolutions at the office of the Company's Management Board (Puławska 435A street,02-801 Warsaw) until the day of the ZWZ, on weekdays, from 9:00 to 16:00. 18. Information and documents regarding the Meeting are posted on the Company's website (xplus.pl) in the "Investor Relations" tab, "General Meetings" section. 19. All correspondence of shareholders, addressed to the Company in connection with the ZWZ, should be sent to the following address: XPLUS S.A., ul. Puławska 435A, 02-801 Warsaw or to the e-mail address of the Company ([email protected]).
PROJECTS RESOLUTION AGM:
Resolution No. 1 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. on waiving the secrecy of voting in the election of the returning committee.
"The Ordinary General Meeting of the Company decides to waive the secrecy of voting on the election of the members of the returning committee."
Resolution No. 2 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. regarding the election of a returning committee.
"The Ordinary General Meeting of the Company decides to elect the following persons to the returning committee: ____________________________"
Resolution No. 3 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. regarding the election of the Chairman of the Meeting.
"The Ordinary General Meeting of the Company decides to elect Mr / Mrs ______________________"
Resolution No. 4 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. regarding the acceptance of the agenda
"The Ordinary General Meeting of the Company hereby adopts the agenda specified in the announcement on convening the Ordinary General Meeting."
Resolution No. 5 of June 26, 2018.
of the Ordinary General Meeting of XPLUS ARE regarding the approval of the Management Board's report on the activities of the Company for the fiscal year 2017.
"The Ordinary General Meeting of the Company, after consideration, decides to approve the Management Board report on the activities of the Company for the fiscal year 2017."
Resolution No. 6 of June 26, 2018 r.
of the Ordinary General Meeting of XPLUS SA regarding the approval of the financial statements for the financial year 2017.
"The Ordinary General Meeting of the Company, after consideration, decides to approve the financial statements for the financial year 2017, including:
a. Balance sheet prepared as at December 31, 2017.
b. profit and loss account for 2017closing with a net profit of PLN 1 751 292.68,
c. statement of changes in equity for the period from January 1, 2017 to December 31, 2017,
d. statement of cash flows for the year 2017,
e. additional information. "
Resolution No. 7 of June 26, 2018.
of the Ordinary General Meeting of XPLUS SA regarding the approval of the Supervisory Board's report on the Management Board's report on the Company's operations, the financial report for the fiscal year 2017 and the Management Board's motion regarding the allocation of profit.
"The Ordinary General Meeting of the Company decides to accept the Supervisory Board report on the Management Board's report on the Company's operations, financial report for the financial year 2017 and the Management Board's motion regarding the allocation of profit." Resolution No. 8 of June 26, 2018 .
of the Ordinary General Meeting of XPLUS SA regarding the allocation of part of the supplementary capital to dividend payment
"The Ordinary General Meeting of the Company decides:
a / to allocate part of the accumulated funds to the supplementary capital from profits of previous years in the amount of ......................... PLN for the payment of dividends for the Company's shareholders for 2017;
b / rules and date of dividend payment will be determined by a separate resolution. "
Resolution No. 9 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. regarding the allocation of profits for the fiscal year 2017.
"The Ordinary General Meeting of the Company decides:
a / to allocate all net unit profit generated in 2017 in the amount of ...................... PLN and part of the supplementary capital in the amount of .................. .. PLN, ie in total ................... PLN for the payment of dividends to shareholders (PLN ......... gross per share);
b / specifies the day according to which the list of shareholders entitled to dividend for the financial year 2017 (dividend day) is set for _____ 2018;
c / the dividend payment date is set at _____ 2018. "
Resolution No. 10 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. regarding the vote of acceptance to the President of the Management Board.
"The Ordinary General Meeting decides to grant the President of the Management Board Karol Andrzej Sudorek discharge in respect of the performance of his duties in 2017."
Resolution No. 11 of June 26, 2018.
Of the Ordinary General Meeting of XPLUS S.A. on granting a vote of approval to a member of the Management Board.
"The Ordinary General Meeting of the Company decides to grant the Management Board member Paweł Winicjusz Chmielewski discharge in respect of performing his duties in 2017."
Resolution No. 12 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. on granting a vote of approval to a member of the Management Board.
The Ordinary General Meeting of the Company decides to grant a vote of discharge to the Justyna Wronce-Dudzińska Management Board member in the course of 2017. "
Resolution No. 13 of June 26, 2018.
of the Ordinary General Meeting of XPLUS ARE regarding the vote of acceptance to the Member of the Management Board.
"The Ordinary General Meeting of the Company decides to grant the Member of the Management Board Jakub Sender discharge in respect of performing his duties in 2017."
Resolution No. 14 of June 26, 2018.
of the Ordinary General Meeting of XPLUS S.A. on granting a vote of approval to a member of the Supervisory Board.
"The Ordinary General Meeting decides to grant the vote of approval to the member of the Supervisory Board, Adam Eugeniusz Major-Machnacki, in performing his duties in 2017."
Resolution No. 15 of June 26, 2018.
of the Ordinary General The XPLUS SA Assembly on granting a vote of approval to a member of the Supervisory Board.
"The Ordinary General Meeting of the Company decides to grant the vote of acceptance to the Member of the Supervisory Board of Mrs Alicja Hanna Sudnik for the performance of her duties in 2017."
Resolution No. 16 of June 26, 2018.
of the Ordinary General Meeting XPLUS SA on granting a vote of approval to a member of the Supervisory Board.
"The Ordinary General Meeting of the Company decides to grant discharge to the Member of the Supervisory Board of Ms. Maria Magdalena Kozłowska for performing her duties in 2017."
Resolution No. 17 of June 26, 2018.
of the Ordinary General Meeting XPLUS SA on granting a vote of approval to a member of the Supervisory Board.
The Ordinary General Meeting of the Company decides to grant the vote of approval to the Member of the Supervisory Board Izabela Stalmach-Szczeszek for the performance of her duties in 2017. "
Resolution No. 18 of June 26, 2018.
of the Ordinary General Meeting XPLUS SA on granting a vote of approval to a member of the CouncilBoard.
"The Ordinary General Meeting of the Company decides to grant a vote of approval to the member of the Supervisory Board Barbara Zielińska in respect of the performance of his duties in 2017."
INFORMATION ABOUT THE GENERAL NUMBER OF SHARES AND THE NUMBER OF VOTES FROM THESE ACTIONS OF THE XPLUS S.A.
Based on art. 4023 § 1 point 2 of the Code of Commercial Companies, the Management Board of XPLUS S.A. informs that on the day of announcing the convening of the Ordinary General Meeting, ie on 30 May 2018:
- the total number of shares in XPLUS S.A. is 67,346,804 shares;
- the total number of votes from these shares is 67 346 804.

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Company information
Company name:XPlus SA
ISIN:PLXPLUS00013
NIP:521 346 31 69
Adress: ul. Puławska 435A 02-801 Warszawa
Phone:+48 22 2950250
website:www.xplus.pl

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