Calling of the Extraordinary General Meeting of LPP SA Shareholders
2009-12-21
NOTICE BY THE MANAGEMENT BOARD OF LPP SA SEATED IN GDAŃSK OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
1. Date, time, venue and a detailed agenda of the General Meeting,
1.1. Date and venue
The Management Board of LPP SA seated in Gdańsk ("Company"), acting pursuant to Article 398 and Article 399 § 1 of the Code of Commercial Companies calls an Extraordinary General Meeting of the Company's Shareholders to be held on 20 January 2010 at 11 a.m.. The Meeting will be held in the Company's registered office in Gdańsk at ul. Łąkowa 39/44.
1.2. The Meeting's agenda:
1. Opening of the session and election of the Chairperson.
2. Arriving at an agreement as to whether the General Meeting has been convened in a proper manner and whether it is able to adopt resolutions; drawing up the list of attendance.
3. Election of the Voting Committee members.
4. Adoption of the agenda.
5. Presenting the resolution of the Supervisory Board regarding the Board’s opinion on the agenda of the Meeting to be held on 20 January 2010,
6. Passing a Resolution on the amendment of § 3(11) of Resolution no. 4/2009 of the Extraordinary General Meeting of LPP SA Shareholders of 3 July 2009 on : (i) the issue of bonds convertible to the Company’s shares, (ii) conditional increase of the Company’s share capital, (iii) exclusion of pre-emptive rights of the current shareholders to convertible bonds and to shares to be issued in connection with the conversion of convertible bonds, (iv) amendment of the Articles of Association.
7. Closing of the General Meeting.
2. Electronic communications of shareholders with the Company in relation to the Extraordinary General Meeting of Shareholders
As specified in the Code of Commercial Companies, shareholders may contact the Company by electronic means of communication, especially they may put forward motions, demands, queries, and send notices and documents.
Shareholders communicate with the Company by electronic means, using the following email address: wza@lpp.com.pl. The risk related to the use of electronic means of communication is incurred by the shareholder.
Sending documents which were genuinely written in languages other than Polish, the shareholder is obliged to send their translations into Polish certified by a sworn translator.
Any documents sent in electronic form by the shareholder to the Company and by the Company to the shareholder have to scanned or converted to PDF filetype.
3. Shareholders' rights related to proposing draft resolutions and other items to the Agenda
3.1. Shareholder's right to request including certain matters in the agenda of the General Meeting,
A shareholder or shareholders of the Company that represent at least one twentieth of the share capital may request including certain matters in the agenda of the Extraordinary General Meeting of Shareholders. The request, including rationale, or a draft resolution concerning the proposed item of the agenda should be reported to the Management Board of the Company not later than 21 days before the scheduled date of the meeting, i.e. by 30 December 2009. The request may be submitted in hard copy or in electronic form - pursuant to the rules described in section 2 above. A copy of a deposit certificate and documents specified in Section 4.2(b) below must be enclosed with the request submitted both in hard copy and in electronic form.
3.2. Shareholder's right to propose draft resolutions
A shareholder or shareholders of the Company that represent at least one twentieth of the share capital may submit, before the date of the Extraordinary General Meeting of Shareholders, draft resolutions on matters included in the agenda of the Extraordinary General Meeting of Shareholders or on matters that are to be included in the agenda. Draft resolutions may be submitted in electronic form in accordance with the rules specified in section 2 or in hard copy. Documents specified in Section 4.2(b) below must be enclosed with a submission made in electronic form and copies of documents specified in Section 4.2(b) below must be enclosed with a submission made in hard copy.
Each shareholder may propose draft resolutions on the matters included in the agenda during the Extraordinary General Meeting of Shareholders. The draft resolutions are presented in Polish.
4. Methods of exercising rights by a proxy
4.1. General methods of exercising rights by a proxy
A shareholder that is a natural person may attend an Extraordinary General Meeting of the Company's Shareholders and exercise his right in person or by proxy A shareholder that is not a natural person may attend an Extraordinary General Meeting of Shareholders by the agency of a person or persons who are authorised to represent him (competent to make declarations of will on his behalf) or by proxy.
The instrument of proxy to attend the Meeting and exercise the voting right by the proxy must be made in hard copy or in electronic form.
The proxy exercises all shareholder's rights at the Extraordinary General Meeting of Shareholders unless the instrument of proxy states otherwise. The proxy may grant the right of substitution if it is stated in the instrument of proxy. A proxy may represent more than one shareholder and vote differently from each shareholder's shares. A shareholder holding shares registered in more than one securities account may appoint different proxies to exercise rights from shares registered in each account.
The forms allowing to exercise voting rights by proxies are available at: www.lpp.com.pl from the day of calling the Extraordinary General Meeting of Shareholders.
4.2. Manner of notifying the Company by electronic means of communication of authorising a person or persons to act as a shareholder's proxy
(a) Shareholders notify the Company of authorising a person or persons to act as their proxies in electronic form, using the following email account: wza@lpp.com.pl. In the notification, the shareholder provides his phone number and email address as well as the telephone number and email address of the proxy so that the Company could contact both the shareholder and the proxy. Notification of authorising a person or persons to act as proxy must include information concerning the scope of the instrument of proxy, i.e. indicate the number of shares from which the voting rights will be exercised and the date of the Extraordinary General Meeting of Shareholders during which the rights will be exercised.
(b) A shareholder must send the text of the instrument of proxy enclosed with the notification of authorising a person or person to act as his proxy in electronic form, exclusive of the instruction concerning exercising the voting right, a photocopy of an ID card or pages from the passport that allow to identify both the shareholder and the proxy or a photocopy of another document that allows to identify a shareholder granting the instrument of proxy and the proxy. If the instrument of proxy is granted by a legal person (within the meaning of Article 33 of the Civil Code) or a non-incorporated entity, having legal capacity (pursuant to Article 331 § 1 of the Civil Code), a shareholder must send a photocopy of an excerpt from the register he is entered into or a photocopy of another document that confirms the authorisation of persons acting on his behalf. If the instrument of proxy is granted to a legal person or a non-incorporated entity, having legal capacity, a shareholder must send additionally a photocopy of an excerpt from the register in which the proxy is registered or another document that confirms the existence of such an entity and persons authorised to act on his behalf.
(c) The rules described in Section 4.2 (b) above shall be applied to electronic notification of the Company until authority of a person to act as proxy is revoked.
(d) The notification of granting or revoking the instrument of proxy in electronic form must be submitted not later than at 12 a.m. on the day preceding the day of the Extraordinary General Meeting of Shareholders.
(e) Fulfilment of obligations provided for in Section 4.2 (b) does not discharge the proxy from furnishing documents identifying the shareholder and the proxy while drawing up the list of attendance of persons authorised to attend the general meeting.
4.3. Instrument of proxy validity verification and identification of the shareholder and the proxy
In order to verify the validity of the instrument of proxy granted in electronic form and to identify the shareholder and the proxy, having received a notification of granting an instrument of proxy in electronic form pursuant to the provisions of Section 4.2 (a) and (b), the Company takes actions aimed to check whether information specified in Section 4.2 (a) and photocopies of documents specified in Section 4.2 (b) are enclosed, and where legal persons and non-incorporated entities, having legal capacity are involved, whether instruments of proxy have been granted by persons authorised to represent the entity.
The Company may contact by phone the number provided by the shareholder performing obligations specified in Section 4.2 (a) or by replying to the email sent in order to verify whether a given shareholder granted an instrument of proxy in electronic form.
The Company may take additional actions in order to identify the shareholder and the proxy and verify the validity of the instrument of proxy granted in electronic form but the actions shall be proportionate to the purpose.
The notification of granting or revoking the instrument of proxy in electronic form that fails to meet the requirements specified in Section 4.2 (a), (b) and (d) is not be binding for the Company.
4.4. An instrument of proxy granted to a member of the Company's Management Board or its employee
A member of the Management board and Company's employee may act as shareholders' proxy at the general meeting.
If a Member of the Company's Management Board, a member of the Supervisory Board, Company's employee or a member of Gdańsk-seated LPP SA subsidiary governing bodies is a proxy, the instrument of proxy may authorise them to represent the Company only at one specific Extraordinary General Meeting of Shareholders. The proxy is obliged to notify the shareholder of any circumstances suggesting the occurrence of the conflict of interests. Granting the right of substitution is in such cases excluded.
The proxy specified above votes in accordance with the shareholder's instructions.
5. Possibility and manner of attendance at the Extraordinary General Meeting of Shareholders, using means of electronic communication
The Company does not allow to attend the Extraordinary General Meeting of Shareholders, using means of electronic communication
6. Speaking during the Extraordinary General Meeting of Shareholders, using electronic means of communication
The Company does not allow to raise points during the Extraordinary General Meeting of Shareholders, using means of electronic communication
7. Exercising voting rights by mail or by electronic means of communication
The Company does not allow to exercise voting rights at the Extraordinary General Meeting of Shareholders by mail or using means of electronic communication
8. Date of registering attendance at the Extraordinary General Meeting of Shareholders
The date of registering attendance at the Extraordinary General Meeting of Shareholders Meeting as defined in Article 4061 § 1 of the Code of Commercial Companies is 4 January 2010 ("Registration Day").
9. Information on the right to attend the Extraordinary General Meeting of the Company's Shareholders
Pursuant to Article 406¹ § 1 of the Code of Commercial Companies persons holding shares in the Company on the Registration Day are entitled to attend the Extraordinary General Meeting of Shareholders.
In order to ensure the attendance at the Extraordinary General Meeting, a shareholder entitled to dematerialised bearer shares should request - not earlier than the notice of the Extraordinary General Meeting to be convened is issued, i.e. not earlier than on 21 December 2009 and not later than on the first business day after the Registration Day, i.e. not later than on 5 January 2010 – the entity keeping his securities account to issue a personal certificate confirming the right to attend the Extraordinary General Meeting of the Company's Shareholders. The certificates of the right to attend the Extraordinary General Meeting of Shareholders will constitute the basis to make lists handed over to the entity keeping deposit of securities pursuant to the regulations on trading financial instruments.
Only those shareholders will be entitled to attend the Extraordinary Shareholders Meeting that:
(a) held shares in the Company on the Registration Day (4 January 2010) and
(b) requested – not earlier than on 21 December 2009 and not later than on 5 January 2010 – the entity keeping their securities accounts to issue personal certificates of the right to attend the Extraordinary general Meeting.
10. List of shareholders
The list of shareholders entitled to attend the Extraordinary General Meeting of Shareholders, pursuant to the provisions of Article 407 § 1 of the Code of Commercial Companies will be made available in the Company's registered office in Gdańsk at ul. Łąkowa 39/44 from 9.00 a.m to 3.00 p.m. three business days before the Extraordinary General Meeting, i.e. on 15, 18 and 19 January 2010. The list of shareholders will be drawn up based on a register compiled and made available to the Company by the entity keeping securities deposit pursuant to Article 4063 § 7 and § 8 of the Code of Commercial Companies.
Any Shareholder may request that the list of shareholders entitled to attend the Extraordinary General meeting of Shareholders be sent to him by e-mail free of charge, specifying the e-mail address to which the list is to be sent.
Pursuant to Article 407 § 2 of the Code of Commercial Companies, copies of motions covered in the agenda may be collected from 13 to 20 January 2010 between 9.00 a.m. and 3 p.m. in the Company'S REGIStered office in Gdańsk at. ul Łąkowa 39/44, from Monday to Friday.
11. Access to documents
Full text of documents that are to be submitted to the Extraordinary General Meeting and draft resolutions (and if passing a resolution is not expected in a given matter – Board's comments) will be published on the Company's website – www.lpp.com.pl, from the day of calling the Extraordinary General Meeting of Shareholders, pursuant to Article 4023 § 1 of the Code of Commercial Companies. The Management or Supervisory Board's comments concerning matters included in the agenda of the extraordinary meeting or matters that are to be included in the agenda before the date of the extraordinary general meeting will be published on the Company's website promptly after they are prepared.
Legal basis: Article 56 paragraph 1(2) of the Public Offering Act - current and periodical information
SIGNATURES:
Dariusz Pachla – Vice-President of the Management Board
Piotr Dyka - Vice-President of the Management Board
(pdf file - 60.990 KB)
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