Legal Basis:
Article 56 section 1 point 2 of the Act on the offer – current and periodic information
Announcement
of the Management Board of Przedsiębiorstwo Produkcyjno Handlowe KOMPAP Spółka Akcyjna in Kwidzyn on convention of the Ordinary General Meeting of the Company
1. Date, time and place of the General Meeting and detailed agenda:
The Management Board of Przedsiębiorstwo Produkcyjno Handlowe KOMPAP SA with its registered office in Kwidzyn, entered into the register of entrepreneurs kept by the District Court Gdańsk-Północ in Gdańsk the 7th Commercial Division of the National Court Register under KRS number: 0000064285 (entry into the register of entrepreneurs: 23 November 2001), acting on the basis of Article 395 and Article 399 of § 1 of the Code of Commercial Companies, convenes the Ordinary General Meeting of the Company as on 15 June 2016 at 02:00PM which is held in Sopot at the address: ul. Armii Krajowej 116 with the following agenda:
1. Opening of the Meeting by the Chairperson of the Company’s Supervisory Board,
2. Selection of the Chairperson of the Meeting,
3. Establishment of correct convention of the General Meeting and its capability to pass resolutions,
4. Selection of the Returning Committee and Resolutions,
5. Adoption of the agenda,
6. Presentation by the Management Board: of the Management Board’s report on the Company’s operations for 2015, the Company’s financial statement for the financial year 2015, the Management Board’s report on operations of Kompap Group for 2015, consolidated financial statement for the financial year 2015 and request on covering the loss.
7. The Supervisory Board’s report and presentation, by the Supervisory Board, of requests on approval of the Management Board’s report on the Company’s operations in 2015, financial statement for 2015, consolidated financial statement for the financial year 2015 and the Management Board’s report on operations of Kompap Group for 2015 and request on the way of covering the loss and the Supervisory Board’s request on acknowledging fulfilment of duties by members of the Management Board in 2015.
8. Presentation, by the Management Board, of the request on any possible division of profits made earlier from previous years, handed over by the previous General Meeting of Shareholders into the supplementary capital and payment of dividend from these profits.
9. Adoption of resolutions by the General Meeting on:
a) approval of the Management Board’s report on operations of the Company in 2015,
b) approval of the financial statement for 2015,
c) approval of the Management Board’s report on operations of KOMPAP Group in 2015,
d) approval of the consolidated financial statement for 2015,
e) covering the loss,
f) acknowledgement of fulfilment of duties by members of the Company’s authorities in 2015,
g) division of profits made earlier by the Company from previous years, handed over by the previous General Meeting of Shareholders into the supplementary capital and payment of dividend from these profits,
h) changes in composition of the Supervisory Board,
i) expression of consent to acquire, by subsidiaries, i.e. Białostockie Zakłady Graficzne S.A. and OZGraf Olsztyńskie Zakłady Graficzne S.A., shares of the parent company under the business name: Przedsiębiorstwo Produkcyjno Handlowe KOMPAP S.A. in Kwidzyn and to determine terms and conditions for acquisition of the foregoing shares.
10. Presentation of information by the Management Board pursuant to Article 363 of the Code of Commercial Companies
11. Closure of debates.
2. Shareholder’s right to demand to include particular matters in the agenda of the general meeting:
Shareholder or shareholders representing at least one twentieth of the share capital may demand to include particular matters in the agenda of the Ordinary General Meeting. The demand should be reported to the Company’s management board not later than twenty-one days before the determined date of the meeting i.e. by 25 May 2016. The demand should include justification or draft resolution concerning a proposed point of the agenda. The demand may be submitted in writing in the Company’s registered office in Kwidzyn at the address: ul. Piastowska 39 or in an electronic form and sent to the address: This email address is being protected from spambots. You need JavaScript enabled to view it.
3. The shareholder’s right to report draft resolutions concerning matters introduced into the agenda of the general meeting or matters which are to be introduced into the agenda before the date of the general meeting,
The Company’s shareholder or shareholders representing at least one twentieth of the share capital may, before the date of the Ordinary General Meeting, report to the Company in writing or with the use of electronic communication means draft resolutions concerning matters introduced into the agenda of the Ordinary General Meeting or matters which are to be introduced into the agenda. The demand may be submitted in writing in the Company’s registered office in Kwidzyn at the address: ul. Piastowska 39 or in an electronic form and sent to the address: This email address is being protected from spambots. You need JavaScript enabled to view it.
4. The shareholder’s right to report draft resolutions concerning matters introduced into the agenda during the general meeting
Each shareholder may, during the general meeting, report draft resolutions concerning matters introduced into the agenda.
5. Way of exercising the voting right by plenipotentiary
A shareholder may participate in the general meeting and exercise the voting right in person or through plenipotentiary.
The power of attorney should be, under pain of being null and void, drawn up in writing and attached to the report of the Ordinary General Meeting or granted in an electronic form. Grating of the power of attorney in an electronic form does not have to be affixed with a safe electronic signature verified by means of a valid qualified certificate.
Forms used during voting by plenipotentiary are available from a date of publication of this announcement, in the Company’s premises and on the Company’s website: www.kompap.pl with the reservation that the Company does not impose an obligation to use these forms during voting by plenipotentiary; use of the form is not the condition for validity of the power of attorney.
It is necessary to inform the Company about granting the power of attorney in an electronic form with the use of electronic communication means in the form of information sent by e-mail to the address: This email address is being protected from spambots. You need JavaScript enabled to view it., doing one’s best to make efficient verification of validity of the power of attorney possible. Information about granting the power of attorney should include precise information on plenipotentiary and principal (including first name, surname, address, telephone and e-mail address of both persons). Information about granting the power of attorney should also include its scope i.e. number of shares based on which the voting right shall be exercised as well as date and name of the general meeting of the Company during which these rights shall be exercised. The Company shall take appropriate actions aimed at identifying a shareholder and plenipotentiary in order to verify validity of the power of attorney granted in an electronic form. This verification may in particular consist in a return question in an electronic form or by telephone addressed to a shareholder or plenipotentiary in order to confirm the fact of granting the power of attorney and its scope. The Company reserves that in such a case no answer to questions asked during the verification shall be considered as no possibility to verify the granting of the power of attorney and shall form a basis to refuse to admit a plenipotentiary to take part in the Ordinary General Meeting. In addition, the Company reserves that no possibility to verify the granting of the power of attorney shall also form the basis to refuse to admit a plenipotentiary to take part in the Ordinary General Meeting.
The Company emphasises that a shareholder who uses electronic communication means shall bear an exclusive risk connected with the use of this form of communication. It is advisable for information about granting or withdrawing the power of attorney in an electronic form to be handed over to the Company by the end of a day preceding the date of the Ordinary General Meeting, because it cannot be guaranteed that the Company shall be able to verify the fact of carrying out the foregoing activities on the date of the Ordinary General Meeting.
The right to represent a shareholder not being a natural person should result from an extract from the relevant register shown while drawing up an attendance list. Persons who are not shown in the register should hold a written power of attorney, signed by authorised people. All documents drawn up in a foreign language should be presented together with a translation into Polish made by a sworn translator. A person/persons who grant(s) a power of attorney on behalf of a shareholder not being a natural person should be exposed in a valid extract from a register relevant to a particular shareholder.
A member of the Management Board and staff member of the Company can be plenipotentiaries of shareholders at the Ordinary General Meeting.
If a member of the management board, member of the supervisory board, liquidator, staff member of the Company or member of the authorities or staff member of a company or cooperative dependent on the Company is a plenipotentiary at the Ordinary General Meeting of the Company, the power of attorney may authorise to the representation only at one general meeting. The plenipotentiary shall be obliged to disclose circumstances to a shareholder showing the existence of a conflict of interests or possibility of occurring a conflict of interests. Granting of further power of attorney is excluded. Such a plenipotentiary votes in accordance with instructions provided by a shareholder.
The Company reserves that it shall not verify whether plenipotentiaries exercise the voting right in accordance with instructions obtained by them from shareholders.
6. The possibility and way of participating in the Ordinary General Meeting with the use of electronic communication means
The Company does not envisage the possibility of participating in the Ordinary General Meeting with the use of electronic communication means.
7. The way of expressing oneself during the Ordinary General Meeting with the use of electronic communication means.
The Company does not envisage the possibility of expressing oneself during the Ordinary General Meeting with the use of electronic communication means.
8. The way of exercising the voting right in a correspondence form or with the use of electronic communication means.
The Company does not envisage the possibility of exercising the voting right in a correspondence form or with the use of electronic communication means.
9. A date of registering participation in the Ordinary General Meeting
A date of registering participation in the Ordinary General Meeting is the date: 30 May 2016 (hereinafter referred to as the Registration Date).
10. Information about the right to participate in the Ordinary General Meeting
Only persons being shareholders of the company on the Registration Date shall have the right to participate in the Ordinary General Meeting.
Pledgees and users who have the voting right shall be entitled to participate in the Ordinary General Meeting if they are entered into the share register on the Registration Date.
Upon demand of an entity authorised from dematerialised bearer shares of the Company, filed not earlier than after announcement on the convention of the Ordinary General Meeting on 19 May 2016 and not later than on the first day – previous after the Registration Date i.e. on 31 May 2016 an entity that keeps securities account shall issue a personal certificate on the right to participate in the general meeting.
The company hereby emphasises that only the following persons shall be authorised to participate in the Ordinary General Meeting, who:
a) were shareholders of the Company on the Registration Date i.e. on 30 May 2016
and
b) referred not earlier than on 19 May 2016 and not later than on 31 May 2016 to an entity that keeps their securities accounts for issuing a personal certificate on the right to participate in the Ordinary General Meeting.
A list of shareholders authorised to participate in the Ordinary General Meeting drawn up in accordance with Article 407 of § 1 of the Code of Commercial Companies shall be put in the Company’s premises at the address: Piastowska 39 in Kwidzyn at 09:00AM – 04:00PM for three working days before the Ordinary General Meeting i.e. starting from 10 June 2016
A shareholder of the Company may look through the list of shareholders in the aforementioned premises of the Company and demand an extract of the foregoing list with return of costs of its drawing up, and in addition may demand to send the list of shareholders to him, authorised to participate in the Ordinary General Meeting free of charge by electronic mail giving an address to which the list should be sent.
A shareholder shall be entitled to demand an extract of requests in matters covered by the agenda within a week before the Ordinary General Meeting i.e. from 8 June 2016
Extracts of the management board’s report on the company’s operations and on operations of KOMPAP Group, the Company’s financial statement and consolidated financial statement together with an extract of the supervisory board’s report and opinion of certified accountant are given to shareholders upon their request, at the latest fifteen days before the Ordinary General Meeting.
11. Access to documentation concerning the Ordinary General Meeting
Documentation which is to be presented to the Ordinary General Meeting together with draft resolutions shall be placed on the Company’s website: www.kompap.pl from a date of convening the Ordinary General Meeting in accordance with Article 4023 of § 1 of the Code of Commercial Companies.
Remarks of the Company’s Management Board or the Company’s Supervisory Board concerning matters introduced into the agenda of the Ordinary General Meeting or matters which may be introduced into the agenda before the Ordinary General Meeting shall be available on the Company’s website, immediately after their drawing up.
All information concerning the Ordinary General Meeting shall be made accessible on the website www.kompap.pl
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
Date, First Name and Surname, Position/Function, Signature
19 May 2016 Waldemar Lipka – President of the Management Board