The Management Board of Inter Cars S.A. of Warsaw, entered in the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under No. KRS 0000008734, hereby gives notice of convening an Annual General Meeting on the basis of Art. 399.1 and Art. 402 of the Commercial Companies Code and Art. 17 of the Company’s Articles of Association. The Meeting will be held in Cząstków Mazowiecki, ul. Gdańska 15, at 10am on May 26th 2014.
The agenda of the General Meeting:
- Opening of the Meeting
- Election of the Chairperson
- Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions
- Approval of the agenda
- Review and approval of the Directors’ Report on the operations of the Company in 2013
- Review and approval of the Directors’ Report on the operations of the Inter Cars Group in 2013
- Review and approval of the financial statements of the Company for 2013
- Review and approval of the consolidated financial statements of the Inter Cars Group for 2013
- Allocation of profit
- Granting discharge to members of the Company’s Management Board and Supervisory Board in respect of their duties in 2013
- Determination of the number of members of the Supervisory Board of the fifth term of office and appointment of members of the Supervisory Board of the fifth term of office
- Appointment of the Chairperson of the Supervisory Board of the fifth term of office
- Closing of the Meeting.
Draft resolutions for the General Meeting:
Resolution No. 1
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint ..................... as the Chairperson of the General Meeting.
(Grounds: Art. 409 of the Commercial Companies Code)
Resolution No. 2
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the proposed agenda.
(Grounds: functionality imperative )
Resolution No. 3
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the Directors’ Report on the Company’s operations in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 4
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the Directors’ Report on the Inter Cars Group’s operations in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 5
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the Company’s financial statements for the financial year 2013, including in particular:
- Balance sheet as at December 31st 2013, showing a balance-sheet total of PLN 1,629,695 thousand (one billion, six hundred and twenty-nine million, six hundred and ninety-five thousand złoty);
- Income statement for the period January 1st−December 31st 2013, showing a net profit of PLN 145,784 thousand (one hundred and forty-five million, seven hundred and eighty-four thousand złoty);
- Statement of changes in equity for the financial year January 1st−December 31st 2013, showing an increase in equity of PLN 145,784 thousand (one hundred and forty-five million, seven hundred and eighty-four thousand złoty);
- Statement of cash flows for the financial year January 1st–December 31st 2013, showing a net increase in cash of PLN 3,012 thousand (three million and twelve thousand złoty);
- Supplementary information, comprising an introduction and notes to the financial statements.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 6
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the consolidated financial statements of the Inter Cars Group for the financial year 2013, including in particular:
- Consolidated balance sheet of the Inter Cars Group as at December 31st 2013, showing a balance-sheet total of PLN 1,696,612 thousand (one billion, six hundred and ninety-six million, six hundred and twelve thousand złoty);
- Consolidated income statement of the Inter Cars Group for the financial year January 1st−December 31st 2013, showing a net profit of PLN 147,837 thousand (one hundred and forty-seven million, eight hundred and thirty-seven thousand złoty);
- Statement of changes in consolidated equity of the Inter Cars Group for the financial year January 1st–December 31st 2013, showing an increase in equity of PLN 146,519 thousand (one hundred and forty-six million, five hundred and nineteen thousand złoty);
- Consolidated statement of cash flows of the Inter Cars Group for the financial year January 1st–December 31st 2013, showing a net increase in cash of PLN 13,249 thousand (thirteen million, two hundred and forty-nine thousand złoty);
- Supplementary information, comprising an introduction and notes to the consolidated financial statements.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 7
Taking into account the assessment of Management Board's proposal by the Supervisory Board, the Annual General Meeting of Inter Cars S.A of Warsaw hereby resolves that PLN 10,059,351 (i.e. PLN 0.71 per share) from the PLN 145,784,319.60 net profit generated in 2013 shall be paid to the shareholders as dividend, and the balance of PLN 135,724,968.60 shall be allocated to the statutory reserve funds. The Annual General Meeting sets June 30th 2014 as the dividend record date and July 14th 2014 as the dividend payment date.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 8
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Robert Kierzek in respect of his performance of duties as President and Member of the Company’s Management Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 9
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Krzysztof Oleksowicz in respect of his performance of duties as Member of the Company’s Management Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 10
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Krzysztof Soszyński in respect of his performance of duties as Vice-President of the Company’s Management Board in 2013. (Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 11
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Wojciech Milewski in respect of his performance of duties as Member of the Company’s Management Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 12
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Witold Kmieciak in respect of his performance of duties as Member of the Company’s Management Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 13
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Wojciech Twaróg in respect of his performance of duties as Member of the Company’s Management Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 14
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Andrzej Oliszewski in respect of his performance of duties as Chairman of the Company’s Supervisory Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 15
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Jacek Klimczak in respect of his performance of duties as Member of the Company’s Supervisory Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 16
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Michał Marczak in respect of his performance of duties as Member of the Company’s Supervisory Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 17
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Maciej Oleksowicz in respect of his performance of duties as Member of the Company’s Supervisory Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolution No. 18
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Piotr Płoszajski in respect of his performance of duties as Member of the Company’s Supervisory Board in 2013.
(Grounds: Art. 393 of the Commercial Companies Code)
Resolutions No. 19, 20, 21, 22, 23
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint ..................... as a member of the Company's Supervisory Board of the fifth term of office.
(Grounds: Art. 12.3 and Art. 16.4.8) of the Articles of Association of Inter Cars S.A.)
Resolution No. 24
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint ..................... as the Chairperson of the Company's Supervisory Board of the fifth term of office.
(Grounds: Par. 2 of the Rules of Procedure for the Supervisory Board of Inter Cars S.A.)
Right to participate in the General Meeting
The right to participate in the General Meeting of INTER CARS S.A. rests with persons who are the Company’s shareholders on the date of registering participation in the General Meeting (the Registration Date), i.e. May 10th 2014.
Holders of rights under registered shares as well as pledgees and usufructuaries holding voting rights are entitled to participate in the General Meeting provided that they are entered in the share register on the Registration Date, i.e. May 10th 2014.
No earlier than after the date of the notice of the General Meeting (i.e. April 29th 2014) and no later than on the first weekday following the Registration Date (i.e. May 12th 2014), a holder of rights under Company bearer shares in book-entry form may request the entity keeping their securities accounts to issue a certificate to such holder’s name confirming their right to participate in the General Meeting.
A list of persons entitled to participate in the General Meeting as holders of rights attached to bearer shares will be determined by the Company on the basis of a record prepared by the entity operating the depository for securities, pursuant to the laws and regulations applicable to trading in financial instruments. The entity operating the depository for securities draws up the record on the basis of records submitted, no later than twelve days before the date of the General Meeting, by the entitled persons, pursuant to the laws and regulations applicable to trading in financial instruments. The records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting of the Company.
The list of shareholders entitled to participate in the General Meeting will be displayed at the Company’s Logistics Centre in Cząstków Mazowiecki at ul. Gdańska 15, 05-152 Czosnów, three weekdays before the General Meeting.
The Company's Shareholders may request that the list of shareholders eligible to participate in the General Meeting be delivered to them free of charge via electronic mail, providing their e-mail address to which the list is to be delivered.
If a Shareholder making such a request is not included in the list of shareholders entitled to participate in the General Meeting, the Company may require the Shareholder to provide documents confirming their being the Company's shareholder on the date of the request.
A Shareholder or Shareholders representing at least one twentieth of the Company’s share capital may request that particular matters be included in the agenda of the General Meeting. Such request should be submitted to the Company’s Management Board in writing or in electronic form, no later than twenty-one days prior to the scheduled date of the General Meeting.
The request should include grounds for or draft resolution concerning the item or matter proposed to be placed on the agenda. A Shareholder or Shareholders requesting that a particular matter be placed on the agenda of the General Meeting must attach to the request a certificate (deposit certificate) issued by the authorised entity, confirming that the Shareholder (or Shareholders) holds (hold) a proportion of the Company’s share capital entitling them to submit such a request (a paper or scanned copy). Additionally, in the case of institutional Shareholders or Shareholders being legal or other persons whose representation requires submission of relevant documents in accordance with their rules of representation, the originals or copies of such documents must be attached to the submitted request. The obligation to attach the documents referred to above applies to requests in both written and electronic form, and the attachments must be in the form corresponding to the form of the request (a paper document or its copy, or a PDF scanned copy, as appropriate).
The request, if made in written form, should be submitted along with a complete set of attachments, against confirmation of submission, at ul. Gdańska 15 in Cząstków Mazowiecki, 05-152 Czosnów, or sent to the Company to the following address: Cząstków Mazowiecki, ul. Gdańska 15, 05-500 Czosnów, against confirmation of dispatch and with return receipt requested, or, if in electronic form – sent to the following address: Biuro.Zarzadu@intercars.eu.
Determination whether a request was sent by the required deadline will be made based on the date of its receipt by the Company, and in the case of requests sent by e-mail – based on the date of entry of the request in the Company’s electronic mail system. Any amendments to the agenda made upon such a request will be published by the Management Board promptly, and in any case no later than eighteen days prior the scheduled date of the General Meeting, in the same manner as is required for the publication of notices convening the General Meeting.
A Shareholder or Shareholders representing at least one twentieth of the Company’s share capital may submit, before the date set for the Meeting, draft resolutions concerning matters placed on the Meeting’s agenda or matters to be placed on the Meeting’s agenda before the date set for the Meeting. Such draft resolutions must be delivered to the Company in written or electronic form before the date set for the Meeting, as the Company is required to publish such draft resolutions on its website.
A Shareholder or Shareholders submitting draft resolutions concerning matters placed on the Meeting’s agenda or matters to be placed on the Meeting’s agenda before the date set for the Meeting must attach a certificate (deposit certificate) issued by the authorised entity confirming that the Shareholder or Shareholders holds (hold) a proportion of the Company's share capital entitling them to submit such draft resolutions. Additionally, in the case of institutional Shareholders or Shareholders being legal or other persons whose representation requires submission of relevant documents in accordance with their rules of representation, the originals or copies of such documents must be attached to the submitted draft resolutions. The obligation to attach the documents referred to above applies to draft resolutions submitted in both written and electronic form, and the attachments must be in the form corresponding to the form in which the draft resolutions are submitted (a paper document or its copy, or a PDF scanned copy, as appropriate).
The draft resolutions, if submitted in written form, should be submitted along with a complete set of attachments, against confirmation of submission, at ul. Gdańska 15 in Cząstków Mazowiecki, 05-152 Czosnów, or sent to the Company to the following address: Cząstków Mazowiecki, ul. Gdańska 15, 05–152 Czosnów, against confirmation of dispatch and with return receipt requested, or, if in electronic form – sent to the Company to the following address: Biuro.Zarzadu@intercars.eu.
Determination whether draft resolutions were submitted by the required deadline will be made based on the date of their receipt by the Company, and in the case of draft resolutions sent by e-mail – based on the date of their entry in the Company’s electronic mail system. The Company will promptly publish such draft resolutions on its website.
During the General Meeting, each Shareholder may submit draft resolutions concerning matters placed on the agenda.
A Shareholder may participate in the General Meeting and exercise voting rights in person or through a Proxy. Unless the power of proxy provides otherwise, the Proxy will exercise at the General Meeting all the rights accruing to the appointing Shareholder. The Proxy may grant further powers of proxy if permitted to do so under their power of proxy. A Proxy may represent more than one Shareholder and may vote the shares of individual Shareholders in a different manner. A Shareholder of a public company holding shares registered in more than one securities account may appoint separate Proxies to exercise rights attached to the shares registered in each of the accounts. A Shareholder not being a natural person may participate in the General Meeting and exercise voting rights through a person authorised to submit declarations of will on its behalf or through a Proxy. A power of proxy to participate in the General Meeting and exercise voting rights must be granted in written or electronic form.
Members of the Company’s Management Board and the Company’s employees may act as Shareholders’ Proxies at the General Meeting. If the person acting as a Proxy is a Management Board member, a Supervisory Board member, a liquidator, an employee of the Company, or a member of the governing bodies or an employee of the Company’s subsidiary company or cooperative, the relevant power of proxy may authorise such person to represent the Shareholder at one General Meeting only. The Proxy is obliged to disclose to the Shareholder any circumstances giving rise to an actual or potential conflict of interests. Granting further powers of proxy is not permitted.
Below is a description of the manner of notifying the Company’s Management Board of granting and revoking a power of proxy in electronic form and the method of verifying the validity of such power of proxy.
If a power of proxy is granted in electronic form, the Shareholder must notify the Company of the same by sending an e-mail to: Biuro.Zarzadu@intercars.eu. On its website at http://inwestor.intercars.com.pl, under the Authorities/General Meeting of Shareholders/2014 tab, the Company provides a downloadable form of notification and granting of power of proxy in electronic form, which, once completed in line with the instructions contained therein, should be sent by the Shareholder to the Company to the above e-mail address. In the case of institutional Shareholders or Shareholders being legal or other persons whose representation requires submission of relevant documents in accordance with their rules of representation, such documents must be attached to the power of proxy or the notification of granting a power of proxy in electronic form, in the form corresponding to the form of the power of proxy or notification (paper document or its copy, or a PDF scanned copy, as appropriate).
The notification of granting a power of proxy in electronic form must be made no later than 48 hours before the date set for the General Meeting due to the need to verify the information.
The validity of powers of proxy will be verified by:
checking the completeness of the power of proxy documents, especially in the case of multiple powers of proxy,
checking the correctness of data entered in the form and comparing it with the information contained in the list of persons entitled to participate in the General Meeting,
checking the consistency of the scope of authorisation of persons granting the powers of proxy on behalf of legal entities with the relevant entries in the National Court Register,
confirmation of data, and thus identification of the Shareholder or Shareholders, by e-mail or telephone if the power of proxy is granted in electronic form and the notification of granting the power of proxy is also sent in electronic form.
In order to check the validity of a power of proxy granted in electronic form and identify the Shareholder, the Company may request the Shareholder to send, in electronic form, a PDF scanned copy of the power of proxy or an image file containing a photography of the power of proxy. If there is any uncertainty or need for clarification, the Company may take other steps (which are reasonable given the objective pursued) to identify the Shareholder or Shareholders and check the validity of the submitted powers of proxy, notifications and documents.
The Company will attach the powers of proxy in paper form (including printouts of electronic files) to the minutes of the General Meeting.
Pursuant to Art. 412.6, the rules set forth above apply accordingly to revocation of powers of proxy.
At a Shareholder’s request submitted at ul. Gdańska 15, Cząstków Mazowiecki, 05-152 Czosnów, the Company will provide a proxy vote form or a form of written voting instruction for the proxy, which will be sent to the Shareholder by mail, free of charge.
The above form, once filled in by the Shareholder granting the power of proxy, may serve as a voting card for the Proxy in the case of an open vote at the General Meeting if the Shareholder has obliged the Proxy to use the form in such a way.
In the case of a secret vote, the filled-in form should be treated only as a written instruction for the Proxy on how to vote in the secret vote and should be retained by the Proxy.
If the Proxy votes using the form, he must deliver the form to the Chairperson of the General Meeting prior to the end of voting on a resolution which - in accordance with the Shareholder’s instruction - was to be voted on using the form. The Chairperson of the General Meeting informs the Meeting that a vote has been cast using the form and the vote is then included in the counting of the total number of votes cast when voting on a given resolution.
The form used in a vote is attached to the book of minutes. If votes at the General Meeting are counted using electronic devices, the proxy vote form does not apply.
The Company’s by-laws do not permit participation in or voting at the General Meeting with the use of means of electronic communication and do not provide for voting at the General Meeting by postal ballot.
The date of registration for participation in the General Meeting is May 10th 2014 (“the Registration Date”).
All information concerning the General Meeting, along with the documentation to be submitted to the General Meeting and draft resolutions, is available at the Company's website at: http://inwestor.intercars.com.pl/ under the Authorities/General Meeting of Shareholders/2014 tab.
Comments of the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be made available on the Company’s website as soon as they are prepared.
With respect to matters concerning the General Meeting, Shareholders may contact the Company at the following e-mail address: Biuro.Zarzadu@intercars.eu (the risk related to using electronic mail is borne by the Shareholder), or by telephone at (+48 22) 714 19 16.
Original documents drawn up in a language other than Polish should be accompanied by their certified translations.
The Management Board of Inter Cars S.A.
Art. 56.1.2 of the Public Offering Act – Current and periodic information
- Krzysztof Soszyński - Vice-President of the Management Board
- Piotr Zamora - Commercial proxy
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