Current report: RB 43/2009 Topic: Notice about repeat convening an Extraordinary General Meeting
Current report: RB 43/2009 Topic: Notice about repeat convening an Extraordinary General Meeting Date: 2009-08-28 Legal ground: Art. 56 sec. 1 point 2 Act on Public Offering – current and periodic information
Current report: RB 43/2009
Topic: Notice about repeat convening an Extraordinary General Meeting
Date: 2009-08-28
Legal ground: Art. 56 sec. 1 point 2 Act on Public Offering – current and periodic information
Message:
In current report no. 35 / 2009 from day 24 July 2009 year, Management Board of the CHEMOSERVIS-DWORY S.A. (“Company”) established in OÅ›wiÄ™cim, told to hold at 24 September 2009 year Extraordinary General Meeting, to be held in the Company headquarters in OÅ›wiÄ™cim, at Chemików Street No. 1 at 17.00.
The notice about convening an Extraordinary General Meeting was published in the Economic and Court Monithor No. 150 (3253) from day 4 August 2009 year in accordance with Article 5 paragraph 3 in connection with Article 402 paragraph 1 of the Code of Commercial Companies.
1. Opening of the General Assembly and the election of the President,
2. Making a list of the presence,
3. Validation of convening the General Meeting and it's ability to adopt the resolutions,
4. Adoption of the agenda,
5. Selection committee,
6. Adoption of resolutions in matters:
a) stock split,
b) emissions from the pre-emptive rights for existing shareholders.
The proposed day to the pre-emptive rights set up at 22 December 2009 year,
c) distribution of the undivided profits for 2008 year,
7. Free applications,
8. Closing remarks.
Management Board of the CHEMOSERVIS-DWORY S.A. in connection with the point 6 a and 6 b, Extraordinary Shareholders Meeting, presents the content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 6.792.000 PLN (say: six million seven hundred and ninety two thousand) and is divided into 13.584.000 (say: thirteen millions five hundred and eighty four thousand) shares with a nominal value 0,50 PLN (50/100) each, including:
a) 7.584.000 (say: seven million five hundred and eighty four thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 7.584.000 (say: seven million five hundred and eighty four thousand),
b) 6.000.000 (say: six million) bearer series B shares, about numbers from 0.000.001 (say: one) to 6.000.000 (say: six million).
Management Board in connection with the point 6 a shows the planned content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 6.792.000 PLN (say: six million seven hundred and ninety two thousand) and is divided into 67.920.000 (say: sixty seven million nine hundred and twenty thousand) shares with a nominal value 0,10 PLN (10/100) each, including:
a) 37.920.000 (say: thirty seven million nine hundred and twenty thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 37.920.000 (say: thirty seven million nine hundred and twenty thousand),
b) 30.000.000 (say: thirty million) bearer series B shares, about numbers from 0.000.001 (say: one) to 30.000.000 (say: thirty million).
Management Board in connection with the point 6 b shows the planned content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 9.056.000 PLN (say: nine million fifty six thousand) and is divided into 90.560.000 (say: ninety million five hundred and sixty thousand) shares with a nominal value 0,10 PLN (10/100) each, including:
a) 37.920.000 (say: thirty seven million nine hundred and twenty thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 37.920.000 (say: thirty seven million nine hundred and twenty thousand),
b) 30.000.000 (say: thirty million) bearer series B shares, about numbers from 0.000.001 (say: one) to 30.000.000 (say: thirty million).
c) 22.640.000 (say: twenty two million six hundred and fourty thousand) bearer series C shares, about numbers from 0.000.001 (say: one) to 22.640.000 (say: twenty two million six hundred and fourty thousand).
The rules of participation in the General Assembly by law in force from 3 August 2009 year, appropriate to carry out the powers of the shareholders introduced an amendment to Commercial Company Code.
Information about the right to participate in the General Assembly
1. In accordance with Article 406 § 1 of the Commercial Companies Code, the right to participate in the General Meeting of the Company are only those who are shareholders of the Company for sixteen days before the date of the general meeting (record date for General Meeting) that is on day 8 September 2009 year. Holders of shares and interim certificates and users who have the right to vote, are entitled to attend at the General Meeting of the Company, if they are entered in the register of shareholders on record at a general meeting.
2. Bearer shares with a form of the document gives the right to participate in the General Meeting, shares will be if the documents submitted to the Company not later than the date of registration to participate in the General Meeting that is in day 8 September 2009 year and will be not received before the end of the day. Instead, the shares may be made by a certificate issued as proof of deposit shares with a notary, a bank or investment firm or a branch established in the territory of the Republic of Poland. The certificate should indicate the document numbers of shares and stated that the documents will be issued shares before the date of registration to participate in the General Meeting.
3. In order to participate in the General Meeting, shareholders should request the operator securities account roll-call issue a certificate of the right to participate in the General Meeting (not yet issued a provisional certificates registered). This should be done no later than the first day after the date of registration of everyday participation in the General Meeting, that is on 9 September 2009 year.
The certificate should contain all the information referred to in Article 406 § 3 of the Code of Commercial Companies that is:
• firm (name), seat, address and stamp, and number of the certificate issuing,
• number of shares,
• nature and action code,
• firm (name), seat and address of the company that has issued shares,
• par value per share,
• name and surname or company (name) the holder of the shares,
• seat (residence) and the address of the holder of shares,
• aim to issue the certificate,
• date and place of issue of certificate,
• signature of person authorized to issue the certificate.
4. Company will draw up a list of holders of bearer shares to participate in the General Assembly on the certificate made for the Company and a list drawn up by the operator of the deposit securities in accordance with the provisions of the Financial Instruments Trading. In accordance with Article. 407 § 1 of the Commercial Companies Code list of shareholders entitled to attend the general meeting, signed by the Board shall be open for inspection at the offices of the Company on three work days before the General Meeting. A shareholder may request to send him a list of shareholders, free of charge by e-mail with the address to which the list should be sent.
Information on the right to participate in General Meeting by proxy
1. A shareholder may attend at the General Meeting and exercise their right to vote in person or by proxy. Representatives of legal entities should present current copies of relevant registers, listing the persons authorized to represent these entities. Proxy shall exercise all the powers of the shareholder at the General Meeting, unless otherwise apparent from the proxy. Representative may give the proxy, if this results from the content proxy. Shareholder holding shares in more than one securities account may provide separate representatives for the exercise of the rights of the shares held in each of the accounts.
2. Proxy to attend the General Shareholders Meeting and exercise voting rights requires
a reply in writing or in electronic form, a special power of attorney form, located on
the Company website www.chemoservis.pl in the Investor Relations tab, the
General Assembly and sent in PDF format for e-mail address: wza@chemoservis.pl with attachments.
Choice of how to establish a representative is given to the shareholder. The Company is not liable for any errors in filling out the form as well as the actions of people using proxies.
3. The Company requires a shareholder to submit electronically to confirm the establishment of a mandate in electronic form to the address sekretariat@chemoservis.pl to verify already sent data.
When arriving at a General Meeting before the signing of a presence of the agent should be the original identity document listed in the proxy form to confirm the identity of the representative.
Information on electronic communications at the General Assembly
Statute of the Company does not provide opportunities to participate in the Assembly by means of electronic communication and the Rules of the Meeting not expected to vote in the Assembly, by correspondence.
Information about shareholders rights
1. A shareholder or shareholders representing at least one-twentieth (5 %) of the share capital may request the inclusion of certain matters in the agenda of the General Assembly. You should be notified to the Board no later than twenty one days before the designated date of the meeting, that is until 3 September 2009 year. Request shall include a justification or a draft resolution on the proposed agenda item. Request may be made in writing or by e-mail and the e-mail address wza@chemoservis.pl
2. A shareholder or shareholders of the Company representing at least one-twentieth (5%) of the share capital may be before the General Assembly declared the Company in writing or in electronic form by sending mail to the address: www.chemoservis.pl
draft resolutions on matters placed on the agenda of the General Assembly or matters which are to be placed on the agenda.
3. Each of the shareholders at the General Assembly may submit draft resolutions on matters placed on the agenda.
Information on access to documents
Person entitled to participate in the General Assembly can obtain the full text of the documents to be submitted to the General Assembly, together with drafts of resolutions in the Company headquarters in time, not earlier than one week before the date of the General Assembly. Information on the General Assembly and documentation linked to it, including the draft resolutions will be posted on the Company website www.chemoservis.pl, Investor Relations tab, the General Assembly.
General Assembly draft resolutions will be communicated to the public information through the current report.
Correspondence related with the General Meeting should be addressed by e-mail address: wza@chemoservis.pl
The notice about convening an Extraordinary General Meeting was published in the Economic and Court Monithor No. 150 (3253) from day 4 August 2009 year in accordance with Article 5 paragraph 3 in connection with Article 402 paragraph 1 of the Code of Commercial Companies.
Following the entry into force on 3 August 2009 year, new rules for the convening of and participation in the General Assembly referred In to the Act of 5 December 2008 year about amendment of the law - Code of Commercial Companies and Trading in Financial Instruments (Act Juridical from 2009 year, no. 13, position 69), Management Board re-transmit the information about the convening on 24 September 2009 year, at 17.00 in OÅ›wiÄ™cim in the Company headquarters at Chemików Street No. 1 (conference room – “blue”, first floor) an Extraordinary General Meeting with the following agenda:
1. Opening of the General Assembly and the election of the President,
2. Making a list of the presence,
3. Validation of convening the General Meeting and it's ability to adopt the resolutions,
4. Adoption of the agenda,
5. Selection committee,
6. Adoption of resolutions in matters:
a) stock split,
b) emissions from the pre-emptive rights for existing shareholders.
The proposed day to the pre-emptive rights set up at 22 December 2009 year,
c) distribution of the undivided profits for 2008 year,
7. Free applications,
8. Closing remarks.
Management Board of the CHEMOSERVIS-DWORY S.A. in connection with the point 6 a and 6 b, Extraordinary Shareholders Meeting, presents the content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 6.792.000 PLN (say: six million seven hundred and ninety two thousand) and is divided into 13.584.000 (say: thirteen millions five hundred and eighty four thousand) shares with a nominal value 0,50 PLN (50/100) each, including:
a) 7.584.000 (say: seven million five hundred and eighty four thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 7.584.000 (say: seven million five hundred and eighty four thousand),
b) 6.000.000 (say: six million) bearer series B shares, about numbers from 0.000.001 (say: one) to 6.000.000 (say: six million).
Management Board in connection with the point 6 a shows the planned content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 6.792.000 PLN (say: six million seven hundred and ninety two thousand) and is divided into 67.920.000 (say: sixty seven million nine hundred and twenty thousand) shares with a nominal value 0,10 PLN (10/100) each, including:
a) 37.920.000 (say: thirty seven million nine hundred and twenty thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 37.920.000 (say: thirty seven million nine hundred and twenty thousand),
b) 30.000.000 (say: thirty million) bearer series B shares, about numbers from 0.000.001 (say: one) to 30.000.000 (say: thirty million).
Management Board in connection with the point 6 b shows the planned content of § 7 of the Statute of the Issuer:
§ 7
1. The share capital of the Company amounts to 9.056.000 PLN (say: nine million fifty six thousand) and is divided into 90.560.000 (say: ninety million five hundred and sixty thousand) shares with a nominal value 0,10 PLN (10/100) each, including:
a) 37.920.000 (say: thirty seven million nine hundred and twenty thousand) bearer series A shares, about numbers from 0.000.0001 (say: one) to 37.920.000 (say: thirty seven million nine hundred and twenty thousand),
b) 30.000.000 (say: thirty million) bearer series B shares, about numbers from 0.000.001 (say: one) to 30.000.000 (say: thirty million).
c) 22.640.000 (say: twenty two million six hundred and fourty thousand) bearer series C shares, about numbers from 0.000.001 (say: one) to 22.640.000 (say: twenty two million six hundred and fourty thousand).
The rules of participation in the General Assembly by law in force from 3 August 2009 year, appropriate to carry out the powers of the shareholders introduced an amendment to Commercial Company Code.
Information about the right to participate in the General Assembly
1. In accordance with Article 406 § 1 of the Commercial Companies Code, the right to participate in the General Meeting of the Company are only those who are shareholders of the Company for sixteen days before the date of the general meeting (record date for General Meeting) that is on day 8 September 2009 year. Holders of shares and interim certificates and users who have the right to vote, are entitled to attend at the General Meeting of the Company, if they are entered in the register of shareholders on record at a general meeting.
2. Bearer shares with a form of the document gives the right to participate in the General Meeting, shares will be if the documents submitted to the Company not later than the date of registration to participate in the General Meeting that is in day 8 September 2009 year and will be not received before the end of the day. Instead, the shares may be made by a certificate issued as proof of deposit shares with a notary, a bank or investment firm or a branch established in the territory of the Republic of Poland. The certificate should indicate the document numbers of shares and stated that the documents will be issued shares before the date of registration to participate in the General Meeting.
3. In order to participate in the General Meeting, shareholders should request the operator securities account roll-call issue a certificate of the right to participate in the General Meeting (not yet issued a provisional certificates registered). This should be done no later than the first day after the date of registration of everyday participation in the General Meeting, that is on 9 September 2009 year.
The certificate should contain all the information referred to in Article 406 § 3 of the Code of Commercial Companies that is:
• firm (name), seat, address and stamp, and number of the certificate issuing,
• number of shares,
• nature and action code,
• firm (name), seat and address of the company that has issued shares,
• par value per share,
• name and surname or company (name) the holder of the shares,
• seat (residence) and the address of the holder of shares,
• aim to issue the certificate,
• date and place of issue of certificate,
• signature of person authorized to issue the certificate.
4. Company will draw up a list of holders of bearer shares to participate in the General Assembly on the certificate made for the Company and a list drawn up by the operator of the deposit securities in accordance with the provisions of the Financial Instruments Trading. In accordance with Article. 407 § 1 of the Commercial Companies Code list of shareholders entitled to attend the general meeting, signed by the Board shall be open for inspection at the offices of the Company on three work days before the General Meeting. A shareholder may request to send him a list of shareholders, free of charge by e-mail with the address to which the list should be sent.
Information on the right to participate in General Meeting by proxy
1. A shareholder may attend at the General Meeting and exercise their right to vote in person or by proxy. Representatives of legal entities should present current copies of relevant registers, listing the persons authorized to represent these entities. Proxy shall exercise all the powers of the shareholder at the General Meeting, unless otherwise apparent from the proxy. Representative may give the proxy, if this results from the content proxy. Shareholder holding shares in more than one securities account may provide separate representatives for the exercise of the rights of the shares held in each of the accounts.
2. Proxy to attend the General Shareholders Meeting and exercise voting rights requires
a reply in writing or in electronic form, a special power of attorney form, located on
the Company website www.chemoservis.pl in the Investor Relations tab, the
General Assembly and sent in PDF format for e-mail address: wza@chemoservis.pl with attachments.
Choice of how to establish a representative is given to the shareholder. The Company is not liable for any errors in filling out the form as well as the actions of people using proxies.
3. The Company requires a shareholder to submit electronically to confirm the establishment of a mandate in electronic form to the address sekretariat@chemoservis.pl to verify already sent data.
When arriving at a General Meeting before the signing of a presence of the agent should be the original identity document listed in the proxy form to confirm the identity of the representative.
Information on electronic communications at the General Assembly
Statute of the Company does not provide opportunities to participate in the Assembly by means of electronic communication and the Rules of the Meeting not expected to vote in the Assembly, by correspondence.
Information about shareholders rights
1. A shareholder or shareholders representing at least one-twentieth (5 %) of the share capital may request the inclusion of certain matters in the agenda of the General Assembly. You should be notified to the Board no later than twenty one days before the designated date of the meeting, that is until 3 September 2009 year. Request shall include a justification or a draft resolution on the proposed agenda item. Request may be made in writing or by e-mail and the e-mail address wza@chemoservis.pl
2. A shareholder or shareholders of the Company representing at least one-twentieth (5%) of the share capital may be before the General Assembly declared the Company in writing or in electronic form by sending mail to the address: www.chemoservis.pl
draft resolutions on matters placed on the agenda of the General Assembly or matters which are to be placed on the agenda.
3. Each of the shareholders at the General Assembly may submit draft resolutions on matters placed on the agenda.
Information on access to documents
Person entitled to participate in the General Assembly can obtain the full text of the documents to be submitted to the General Assembly, together with drafts of resolutions in the Company headquarters in time, not earlier than one week before the date of the General Assembly. Information on the General Assembly and documentation linked to it, including the draft resolutions will be posted on the Company website www.chemoservis.pl, Investor Relations tab, the General Assembly.
General Assembly draft resolutions will be communicated to the public information through the current report.
Correspondence related with the General Meeting should be addressed by e-mail address: wza@chemoservis.pl
Pliki do pobrania:
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Draft_Resolutions_of_the_Extraordinary_General_Meeting.pdf (Rozmiar: 50620 bajtów) |
