| | 24/2020 Convening the Annual General Meeting of Agora S.A.
Regulatory filing
The Management Board of the company operating under the business name Agora spółka akcyjna with its registered seat in Warsaw, at the address: ul. Czerska 8/10, 00-732 Warsaw), entered in the register of entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Business Department of the National Court Register, with the reference number KRS 59944 (hereinafter: “the Company” or “Agora S.A.”), acting on the basis of Art. 399 § 1, Art. 4021, Art. 4022 and 4065 § 1 of the Act of 15 September 2000 – Commercial Companies Code (hereinafter: “CCC”), hereby convenes the Annual General Meeting of Agora S.A. for 25 June 2020, 11 a.m. (hereinafter: “General Meeting”), which will take place in the Company’s building in Warsaw, at ul. Czerska 8/10. Shareholders may also participate in the General Meeting using electronic means of communication.
I. Proposed agenda of the General Meeting:
1) Opening the General Meeting and electing the Chairperson;
2) Adopting the agenda;
3) Appointing members of the returning committee;
4) Presenting the annual separate financial statements of the Company, and the Management Report on the activities of the Company in the financial year 2019, and the consolidated financial statements of the Group, and the Group Management Report on the activities of the Group in the financial year 2019;
5) Presenting the Resolution of the Supervisory Board on the result of the evaluation of the financial statements and evaluating the Management Board’s motion as to the manner of appropriating the net profit for 2019, and the Supervisory Board’s motion to approve the performance of duties by Members of the Management Board in 2019;
6) Reviewing and approving the annual separate financial statements of the Company for the year 2019 and the Management Report on the activities of the Company for the financial year 2019;
7) Reviewing and approving the annual consolidated financial statements covering the Company and its subsidiaries and associates, and the Management Board’s report on the activities of the Group in the financial year 2019;
8) Presenting a Resolution of the Supervisory Board on the evaluation of the Company’s position in the financial year 2019;
9) Presenting a report on the activities of the Supervisory Board of Agora S.A., approving the work of the Supervisory Board in the financial year 2019;
10) Presenting recommendations as to the manner of earmarking the net profit for 2019 by the Management Board;
11) Passing a Resolution on appropriation of the Company’s net profit for the financial year 2019;
12) Passing Resolutions on approving the performance of duties by particular members of the Supervisory Board in the financial year 2019;
13) Passing Resolutions on approving the performance of duties by particular members of the Management Board in the financial year 2019;
14) Passing a Resolution on adopting the “Remuneration Policy applicable to Agora S.A. Management Board and Supervisory Board Members”;
15) Adoption of a resolution regarding temporary reduction of remuneration for members of the Company's Supervisory Board;
16) Passing a Resolution on amendments to paragraph 19 section 2 subsection i) of the Company’s Statute;
17) Passing a Resolution on the merger between Agora S.A. (“the Surviving Company”) and Agora – Poligrafia sp. z o.o. (“the Merged Company”) by transferring all the assets of the Merged Company to the Surviving Company;
18) Closing the General Meeting.
II. Date of registration for participating in the General Meeting
The date of registration for attendance at the General Meeting is 9 June 2020 (“Registration Date”). The Registration Date for holders of rights attached to bearer shares and registered shares is the same.
III. Shareholders’ right to participate in the General Meeting
Only holders of Agora S.A. shares as at the Registration Date have the right to participate in the General Meeting.
1. In respect of bearer shares, the following persons will be eligible to vote at the General Meeting:
a) those who hold the Company’s shares in their securities accounts sixteen days before the date of the General Meeting (i.e. on 9 June 2020); and
b) those who no earlier than after the announcement about the convention of the General Meeting and no later than by 10 June 2020 (inclusive) file a request for issuing a registered certificate of eligibility to participate in the General Meeting to the entity maintaining their securities account on which the Company’s shares are held.
2. Persons eligible from registered shares and temporary certificates, lienors and users, with voting rights, may participate in the General Meeting if their name is entered into the share ledger on the Registration Date.
IV. List of persons eligible to participate in the General Meeting
The Company determines the list of persons eligible to participate in the General Meeting based on (i) the list submitted to the Company by Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository, hereinafter: “KDPW”) prepared on the basis of registered certificates of eligibility to participate in the General Meeting issued by entities maintaining the securities accounts, and (ii) the share ledger.
The list of shareholders eligible to participate in the General Meeting will be presented for review on three business days before the date of the General Meeting, i.e. on 22, 23 and 24 June 2020, between 9 a.m. and 5 p.m. in the Company’s building (ul. Czerska 8/10, 00-732 Warsaw).
A shareholder may request sending a free copy of the above-mentioned list of shareholders by e-mail, by providing the address to which the list should be sent. The request to send the list of shareholders should be submitted to the registered office of the Company, to the Management Board, or sent to the e-mail address: [email protected]. The request should be in writing and signed by the shareholder or by the persons representing the shareholder; and:
a) in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted in electronic form);
b) in respect of shareholders who are legal persons and organizational entities without legal personality, who have legal capacity under the law – their entitlement to act on behalf of the entity should be confirmed by enclosing the current excerpt from the National Court Register or any other relevant register;
c) in respect that a notification is sent by a proxy – the respective power of attorney signed by the shareholder should be enclosed (or an uninterrupted sequence of powers of attorney) and a copy of the identification document confirming the identity of the person signing the request should be enclosed with the documents specified in points a) or b), and if the proxy is not an individual – an excerpt from the relevant register confirming the authorization of the signatory to act on behalf of the proxy.
V. A shareholder’s right to request that certain matters be included on the agenda of the General Meeting
A shareholder or shareholders representing at least 1/20 of the share capital of the Company may request that certain matters be included on the agenda of the General Meeting of the Company. The request should be notified to the Company’s Management Board no later than 21 days before the date of the General Meeting, i.e. by 4 June 2020 (inclusive). The request should include a statement of grounds or a draft resolution pertaining to the proposed item on the agenda. The written request may be submitted to the Company’s building at ul. Czerska 8/10, 00-732 Warsaw, for the attention of the Management Board, or sent in electronic form to the following email address: [email protected].
The shareholder(s) should prove holding the respective number of shares as at the date of submitting the request by enclosing a deposit certificate(s) or a certificate of the eligibility to participate in the General Meeting; and:
a) in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted in electronic form);
b) in respect of shareholders who are legal persons and organizational entities without legal personality, who have legal capacity under the law – their entitlement to act on behalf of the entity should be confirmed by enclosing the current excerpt from the National Court Register or any other relevant register;
c) in respect of a notification sent by a proxy – the respective power of attorney signed by the shareholder should be enclosed (or an uninterrupted sequence of powers of attorney) and a copy of the identification document confirming the identity of the person signing the request should be enclosed with the documents specified in points a) or b), and if the proxy is not an individual – an excerpt from the relevant register confirming the authorization of the signatory to act on behalf of the proxy.
VI. A shareholder’s right to submit draft resolutions
A shareholder or shareholders who represent at least 1/20 of the share capital may, before the date of the General Meeting, i.e. until 25 June 2020, submit in writing draft resolutions relating to issues on the agenda of the General Meeting to the Company’s registered seat at ul. Czerska 8/10, 00-732 Warsaw, for the attention of the Management Board, or send them in electronic form to the following email address: [email protected].
The shareholder(s) should demonstrate holding the respective number of shares as at the date of submitting the request, enclosing a deposit certificate(s) or a certificate of the right to participate in the General Meeting; and:
a) in respect of shareholders who are individuals – a copy of the shareholder’s identification document should be enclosed (if the request is submitted in electronic form);
b) in respect of shareholders who are legal persons and organizational entities without legal personality, who have legal capacity under the law – their entitlement to act on behalf of the entity should be confirmed by enclosing the current excerpt from the National Court Register or any other relevant register;
c) in respect of a notification sent by a proxy – the respective power of attorney signed by the shareholder should be enclosed (or an uninterrupted sequence of powers of attorney) and a copy of the identification document confirming the identity of the person signing the request should be enclosed with the documents specified in points a) or b), and if the proxy is not an individual – an excerpt from the relevant register confirming the authorization of the signatory to act on behalf of the proxy.
In addition, each shareholder eligible to participate in the General Meeting may – during the General Meeting – submit draft resolutions pertaining to issues on the agenda of the General Meeting.
VII. Communication between the shareholders and the Company
Shareholders may contact the Company using email in the manner specified in this announcement.
The shareholders may communicate with Agora S.A. in electronic form using the email address: [email protected].
A Shareholder who uses the option to communicate in electronic form bears the risk of such communication. The date of receipt of the documentation by the Company’s server at the address provided above will be evidence of submitting the documentation in electronic form in the period required under the law.
A shareholder has to send a certified translation into Polish of any documents that have been originally prepared in a language other than Polish together with the documents sent by the shareholder in electronic form.
All documents sent by a shareholder to the Company and by the Company to a shareholder by email should be scanned into the PDF format.
In respect of documentation submitted by shareholders in writing to the Company’s building at ul. Czerska 8/10, 00-732 Warsaw, the date of their receipt by the Company will be deemed to be the date of inflow of the documents to the Company.
VIII. Admittance to participation in the General Meeting
Shareholders will be admitted to participate in the General Meeting after identifying themselves with an identity card, and proxies:
a) if the power of attorney is in writing – after presenting:
i. an identity card (if the proxy is an individual) and an original or copy (certified as a true copy by a Notary or by another entity authorized to certify copies as true copies) of an excerpt from a register or another document confirming the authorization of an individual(s) to represent the proxy at the General Meeting (in respect of a proxy other than an individual); and
ii. the original power of attorney granted in writing or a copy certified as a true copy by a Notary or by another entity authorized to certify copies as true copies;
b) in respect of a power of attorney granted in electronic form – after presenting: an identity card (if the plenipotentiary is an individual) and an original or copy (certified as a true copy by a Notary or by another entity authorized to certify copies as true copies) of an excerpt from a register or another document confirming the authorization of an individual(s) to represent the proxy at the General Meeting (in respect of a proxy other than an individual).
Representatives of legal persons or partnerships should additionally present originals or copies (certified as true copies by a Notary or by another entity authorized to certify copies as true copies) of current excerpts from respective registers listing the persons authorized to represent the said entities and originals or copies (certified as true copies by a Notary or by another entity authorized to certify copies as true copies) confirming the given individual’s (individuals’) authorization to represent a shareholder at the General Meeting (e.g. an uninterrupted series of powers of attorney).
The powers of attorney and the remaining required documents confirming a shareholder’s or a shareholder’s representative’s eligibility to participate in the General Meeting will be added by the Company to the minutes register.
Please have your identity card with you on the date of the General Meeting in order to be allowed to participate in the General Meeting.
IX. Manner of exercising voting rights by proxy
A shareholder may attend the General Meeting and exercise his/her voting right in person or by proxy.
The power of attorney to vote shall be issued in writing or in electronic form.
Power of attorney forms are published on the Company’s website at the address www.agora.pl, under the tab “Investor relations”/ “General Meeting of Shareholders”.
Shareholders shall send information on granting powers of attorney in electronic form to the Company to the email address: [email protected] no later than two business days before the date of the General Meeting (i.e. by 22 June 2020, 4 p.m.). A scan of the proxy form shall be enclosed with the information on granting proxy rights in electronic form, as well as:
a) in respect of shareholders who are individuals – a copy of the shareholder’s identification document;
b) in respect of shareholders who are legal persons or partnerships – a confirmation of the authorization to act on behalf of that legal person or partnership in the form of a copy of the current excerpt from the relevant register or another document confirming the authorization of the individual(s) to represent the shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney).
In respect of granting further powers of attorney, the proxy holder should present an uninterrupted sequence of powers of attorney accompanied by documents confirming the authorization of the proxy to act on behalf of the previous proxies.
Agora S.A. will take appropriate measures to identify the shareholder and his/her proxy in order to verify the validity of the power of attorney granted in electronic form. The verification will consist in particular of a request for feedback by phone or email addressed to the shareholder or proxy to confirm the granting of the power of attorney and its scope. The Company wishes to emphasize that in such case failing to answer the questions asked during the verification shall be considered as lack of the possibility of verification of the granted power of attorney and shall constitute the basis for refusing to allow the proxy to participate in the General Meeting.
The rules described above concerning the manner of granting a power of attorney shall also apply to cancelling a power of attorney granted in electronic form.
X. Possibility of attendance and the manner of commenting during the General Meeting using means of electronic communication
The principles, and terms and conditions for participating in the General Meeting using means of electronic of communication are specified in the appendix to this announcement. Shareholders will have the possibility of commenting by sending text messages.
XI. Manner of exercising voting rights using mail or electronic means of communication
The Company does not stipulate exercising voting rights by mail. The manner of exercising voting rights using means of electronic communication is described in the appendix to this announcement – Rules for participating in General Meeting of Agora S.A. by means of electronic communication.
XII. Access to documentation
Persons entitled to participate in the General Meeting may obtain the full text of the documentation to be presented at the General Meeting and draft resolutions at the Company’s building at Czerska 8/10, 00-732 Warsaw, in the Office of the Management Board of the Company from the date of this announcement until 24 June 2020, between 9 a.m. and 5 p.m., or on the Company’s website at the address: www.agora.pl, under the tab “Investor relations”/ “General Meeting of Shareholders”.
The Company will make available all information related to the General Meeting on the Company’s website at the address www.agora.pl under the tab “Investor relations”/ “General Meeting of Shareholders”.
XIII. Additional information
This announcement includes the information stipulated in the provisions of the Commercial Companies Code. The content of the announcement is without prejudice to specific regulations which may restrict shareholders from exercising their rights.
To open the General Meeting on time, registration of the shareholders will take place 45 minutes before the opening of the General Meeting.
The principles of convening and holding the General Meeting, appended to this announcement, specify in detail the rules of participation of the shareholders in the General Meeting using means of electronic communication.
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