The Management Board of Inter Cars S. A. of 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, Commercial Division of the National Court Register, under entry No. KRS 0000008734 hereby reports that, acting pursuant to Art. 399.1 and Art. 402 of the Commercial Companies Code and Par. 17.1 of the Company’s Articles of Association, it convenes the Annual General Shareholders Meeting. The Meeting will be held at 10.30am on June 10th 2010, at the Notary Public Office Majchrzak Marek Pieper Tomasz Kancelaria Notarialna s. c. in Warsaw, located at ul. Polna 22, suite 13, 00 – 630 Warsaw.
The agenda of the General Shareholders Meeting:
- Opening of the Meeting
- Election of the Chairman of the Meeting
- Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions
- Approval of the agenda of the Meeting
- Review and approval of the Directors’ Report on the operations of the Company in 2009.
- Review and approval of the Directors’ Report on the operations of the Inter Cars Group in 2009
- Review and approval of the Company’s financial statements for 2009
- Review and approval of the Inter Cars Group’s consolidated financial statements for 2009
- Distribution of the Company’s profit.
- Granting discharge to members of the Company’s Management Board and Supervisory Board in respect of their duties in 2009
- Changes in the composition of the Supervisory Board
- Approval of the amended Rules of Procedure for the Supervisory Board
- Amending the Company’s Articles of Association by:
- adding Par. 5.39 which reads as follows:
”Warehousing and storage of other goods (PKD 52.10.B)”
- deleting Par. 11.7 - Closing of the Meeting.
Right to Participate in the General Shareholders Meeting
Persons who are the Company’s Shareholders on the date of registering participation in the General Shareholders Meeting (the Registration Date), i.e. May 25th 2010, are entitled to participate in the General Shareholders Meeting of INTER CARS S.A.
Holders of rights under registered shares as well as pledgees and usufructuaries holding voting rights are entitled to participate in the General Shareholders Meeting provided that they are entered in the share register on the Registration Date, i.e. May 25th 2010.
No earlier than after the date of the notice of the General Shareholders Meeting (i.e. May 14th 2010), and no later than on the first weekday following the Registration Date (i.e. May 26th 2010), a holders of rights under the 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 Shareholders Meeting.
The list of persons entitled to participate in a General Shareholders 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 Shareholders 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 Shareholders Meeting of the Company.
The list of Shareholders entitled to participate in the General Shareholders Meeting will be displayed at the Company’s Logistics Centre located in Cząstków Mazowiecki at ul. Gdańska 15, 05 – 152 Czosnów, for three weekdays immediately preceding the Company’s General Shareholders Meeting. A Company Shareholder may request to be sent the list of Shareholders entitled to participate in the General Shareholders Meeting by e-mail, free of charge; the Shareholder should provide the Company with the e-mail address to which the list should be sent. The Company may ask the Shareholder submitting such a request to document the fact of being the Company Shareholder at the time of submitting the request if such Shareholder is not included in the list of the Shareholders entitled to participate in the General Shareholders Meeting
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 Shareholders 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 Shareholders Meeting.
The request should include grounds or draft resolution concerning the item or matter proposed to be placed on the agenda. A Shareholder or Shareholders requesting that particular matters be placed on the agenda of the General Shareholders Meeting must attach to the request a certificate (a 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 request (a paper or scanned copy). Additionally, in the case of an institutional Shareholder or Shareholders or a Shareholder or Shareholders being a legal or other person whose representation requires submission of relevant documents in accordance with their rules of representation, the originals or copies of these documents must be attached to the said request. The obligation to attach the documents referred to above applies to both written and electronic form of the request, 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).
A written request, along with a complete set of attachments, should be submitted, against confirmation of submission, at the following address: Cząstków Mazowiecki, ul. Gdańska 15, 05 – 152 Czosnów, sent to the Company, against confirmation of dispatch and confirmation of receipt, to the above address, or sent to the Company in electronic form to: Biuro.Zarzadu@intercars.eu
Determination whether the 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. The Company’s Management Board will announce changes to the agenda introduced at the Shareholders’ request promptly, but not later than eighteen days prior to the scheduled date of the General Shareholders Meeting, with a proviso that the changed agenda will be announced in the same manner as the convening of the General Shareholders Meeting.
A Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital may propose, before the date of the General Shareholders Meeting, draft resolutions concerning the matters which have been or are to be included in the General Shareholders Meeting’s agenda before the General Shareholders Meeting. Draft proposals must be submitted to the Company in the written or electronic form before the date of the General Shareholders Meeting as the Company is required to publish them on its website.
A Shareholder or Shareholders submitting their draft resolutions concerning the matters which have been or are to be included in the General Shareholders Meeting’s agenda before the date of the General Shareholders Meeting must attach to the proposal a certificate (a deposit certificate) issued by the authorised entity, confirming that the Shareholder or Shareholders hold a proportion of the Company’s share capital entitling them to submit such a proposal. Additionally, in the case of an institutional Shareholder or Shareholders or a Shareholder or Shareholders being a legal or other person whose representation requires submission of relevant documents in accordance with their rules of representation, the originals or copies of these documents must be attached to the said proposal. The obligation to attach the documents referred to above applies to both written and electronic form of the request, 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).
A written proposal, along with a complete set of attachments, should be submitted, against confirmation of submission, at the following address: Cząstków Mazowiecki, ul. Gdańska 15, 05 – 152 Czosnów, or sent to the Company, against confirmation of dispatch and confirmation of receipt, to the above address, or sent to the Company in electronic form to: Biuro.Zarzadu@intercars.eu
Determination whether the proposal was sent by the required deadline will be made based on the date of its receipt by the Company, and in the case of proposals sent by e-mail – based on the date of entry of the proposal in the Company’s electronic mail system.
The Company will promptly publish the draft resolutions on its website.
At the General Shareholders Meeting each Shareholder may submit draft resolutions concerning matters placed on the Meeting’s agenda.
A Shareholder may participate in the General Shareholders Meeting and exercise voting rights in person or through a Proxy. The Proxy will exercise all rights of the Shareholder at the General Shareholders Meeting, unless the power of proxy provides otherwise. The Proxy may grant further powers of proxy if so permitted under their power of proxy. One Proxy may represent more than one Shareholder and vote the shares of each Shareholder in a different manner. A shareholder in 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 other than a natural person may participate in the General Shareholders 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 Shareholders Meeting and exercise voting rights must be granted in writing or in electronic form.
A member of the Company’s Management Board or an employee of the Company may act as a Shareholder’s Proxy at the General Shareholders 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, under the power of proxy such person may be authorised to represent the Shareholder at one General Shareholders Meeting only. The Proxy is obliged to disclose to the Shareholder any circumstances indicating an actual or potential conflict of interests. Granting of further powers of proxy is not permitted.
The Management Board has established the following procedure for notifying the Company of granting or revoking electronic powers of proxy, including the manner of checking the validity of the granted powers of proxy.
In the case of power of attorney granted in electronic form, the Shareholder notifies the Company of the granting of the power of proxy by sending an e-mail to Biuro.Zarzadu@intercars.eu. The Company, at its website www.intercars.com.pl, in the tab “Investor Relations – GM”, makes available for downloading a form of such notification and of power of proxy in electronic form. Once completed in accordance with the instructions contained therein, the form should be sent by the Shareholder to the Company to the e-mail address specified above. In the case of institutional Shareholders or Shareholders being a legal or other person 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 power of proxy or notification (paper document or its copy, or a PDF scanned copy).
Notification of granting a power of proxy in electronic form must be made no later than 48 hours before the date and time of the General Shareholders Meeting due to the need to carry out a verification procedure.
The validity of powers of proxy will be established by:
- Checking whether the documents of power of proxy are complete, especially in the case of multiple powers of proxy,
- Checking whether the data entered in the form is correct, comparing the data with the information contained in the list of persons entitled to participate in the General Shareholders Meeting,
- Checking whether the authorisation of a person granting power of proxy on behalf of a legal person is consistent with the entries contained in relevant excerpts from the National Court Register,
- Confirmation of the data and thus identification of the Shareholder or Shareholders via e-mail or telephone in the case of powers of proxy granted in electronic form and electronic notifications.
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. In the event of any uncertainty or a need for clarifications the Company may take other reasonable measures 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 Shareholders Meeting.
Pursuant to Art. 412.6, the rules set forth above apply accordingly to revocation of powers of proxy.
The Company may provide a proxy form or a form of a written voting instruction for the Proxy. At the Shareholder’s request submitted at the following address: Cząstków Mazowiecki, ul. Gdańska 15 05 – 152 Czosnów, such form may be sent to the Shareholder by mail, free of charge.
Once filled in by the Shareholder granting the power of proxy, the form mentioned above may represent a voting card for the Proxy to be used in the event of an open vote at the General Shareholders Meeting, if the Shareholder obliged the Proxy to use the form in such manner. In the event of a secret vote, a filled-in form should be treated only as a written instruction for the Proxy on how to vote in a secret vote and should be retained by the Proxy.
If the Proxy votes using the form, he must deliver the form to the Chairman of the General Shareholders Meeting before the end of voting on a resolution which in accordance with the Shareholder’s instruction was to be voted on using the form. The Chairman of the General Shareholders 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 Shareholders Meeting are counted using electronic devices for vote counting, the form for exercising voting rights through a proxy does not apply.
The Company’s constitutive documents do not permit participation in the General Shareholders Meeting or voting with the use of means of electronic communication and do not provide for voting at the General Shareholders Meeting by mail.
The date of registration for participation in the General Shareholders Meeting is May 25th 2010 (“the Registration Date”).
Documents submitted to the General Shareholders Meeting, including draft resolutions, are available at Biuro.Zarzadu@intercars.eu
- Piotr Kraska - Członek Zarządu
- Wojciech Milewski - Członek Zarządu