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 reports that it convenes an Annual General Meeting on the basis of Art. 399.1 and Art. 402 of the Commercial Companies Code and Art. 17.1 of the Company’s Articles of Association. The Meeting will be held in Cząstków Mazowiecki, ul. Gdańska 15, at 10am on June 28th 2012.
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 2011.
- Review and approval of the Directors’ Report on the operations of the Inter Cars Group in 2011.
- Review and approval of the financial statements of the Company for 2011.
- Review and approval of the consolidated financial statements of the Inter Cars Group for 2011.
- Distribution of the Company’s profit.
- Granting discharge to members of the Company’s Management Board and Supervisory Board in respect of their performance of duties in 2011
- Amending the Company’s Articles of Association through the addition of Par. 16.4.11, which reads as follows:
“granting an approval to dispose of or encumber the business or an organised part of the business of Inter Cars Marketing Services Sp. z o.o., granting an approval to dispose of or encumber the industrial property rights or trade and industry marks of Inter Cars Marketing Services Sp. z o.o., granting an approval to any change in the share capital of Inter Cars Marketing Services Sp. z o.o., and granting an approval to dispose of or encumber shares in Inter Cars Marketing Services Sp. z o.o.” - Determining the consolidated text of the Company’s Articles of Association.
- Closing of the Meeting.
Right to participate in the General Meeting
Only those persons who are the Company’s Shareholders on the GM Record Date, i.e. on June 12th 2012, will have the right to participate in the General 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 Meeting provided that they are entered in the share register on the GM Record Date, i.e. on June 12th 2012.
Holders of rights under the Company bearer shares in book entry form should, no earlier than after notice of the General Meeting is given (i.e. June 1st 2012) and no later than on the first weekday following the Record Date (i.e. June 13th 2012), apply to the entities operating their securities accounts to be issued certificates to their names confirming their right to participate in the General Meeting.
The 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. A Company Shareholder may request to be sent the list of Shareholders entitled to participate in the General 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. If the Shareholder making such request is not included in the list of Shareholders entitled to participate in the General Meeting, the Company may require such Shareholder to demonstrate the fact of being the Company Shareholder at the time request is made.
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. Any 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 a draft resolution concerning, the proposed agenda item. A Shareholder or Shareholders requesting that particular matters be placed on the agenda of the General Meeting must attach to their request a certificate (deposit certificate) issued by a competent entity, confirming that the Shareholder(s) holds (hold) such proportion of the Company’s share capital as is required to entitle it (them) to submit the request (paper copy/scan). Additionally, in the case of an institutional Shareholder or institutional Shareholders or a Shareholder 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 request. The obligation to attach the documents referred to above applies to requests provided in both written and electronic form, and the attachments must be furnished in the form appropriate to each of the request forms (a paper document or its copy, or a PDF scanned copy).
Any written request along with a complete set of attachments should be submitted, against confirmation of submission at ul. Gdańska 15 in Cząstków Mazowiecki, 05–152 Czosnów, or sent to the Company to the same address against confirmation of dispatch and return receipt requested, or, if in electronic form – sent to the following address: Biuro.Zarzadu@intercars.eu.
Determination whether a request was provided within the required time limit 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 the request entered the Company’s e-mail system. Any amendments to the agenda made upon such request by a Shareholder (Shareholders) 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 giving notice of General Meetings.
A Shareholder or Shareholders representing at least one-twentieth of the Company’s share capital may submit, before the scheduled date of the Meeting, their drafts of resolutions concerning matters which have been included in the Meeting’s agenda or are to be placed on such agenda before the Meeting date. Such draft resolutions must be delivered to the Company in written or electronic form before the scheduled date of the Meeting, as the Company is required to publish them on its website.
A Shareholder or Shareholders submitting draft resolutions concerning matters which have been included in the Meeting’s agenda or are to be placed on such agenda before the Meeting date must attach a certificate (deposit certificate) issued by a competent entity confirming that the Shareholder holds or Shareholders hold a proportion of the Company's share capital that entitles them to submit such drafts. Additionally, in the case of an institutional Shareholder or institutional Shareholders or a Shareholder 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. 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).
Draft resolutions in written form along with a complete set of attachments should be submitted, against confirmation of submission, at ul. Gdańska 15 in Cząstków Mazowiecki, 05–152 Czosnów, or sent to the Company to the same address against confirmation of dispatch and return receipt requested, or, if in electronic form – sent to the following address: Biuro.Zarzadu@intercars.eu.
Determination whether draft resolutions were submitted within the required time limit 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 they entered the Company’s e-mail system.
The Company will promptly publish the draft resolutions on its website.
During the General Meeting, each Shareholder may submit draft resolutions concerning matters which are 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. If the power of proxy so permits, the proxy may grant further powers of proxy. One proxy may represent more than one Shareholder and vote the shares of each Shareholder 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 that is not 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 a 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 a governing body or an employee of a Company’s subsidiary company or subsidiary 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 www.intercars.com.pl, in the Investor Relations – GM – 2012 section, the Company provides downloadable power of proxy and notice of proxy appointment forms, 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 an institutional Shareholder or a Shareholder 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 proxy appointment notice in electronic form, in the form corresponding to the form of those documents (paper document or its copy, or a PDF scanned copy, as appropriate).
Notice of proxy appointment in electronic form must be given no later than 48 hours before the scheduled date of the General Meeting due to the need to carry out the verification procedure.
Validity of powers of proxy will be verified by:
- checking completeness of the power of proxy documents, especially in the case of powers of proxy authorising the proxy to represent the shareholder on a number of occasions,
- checking correctness of the 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 scope of authorisation of persons granting the powers of proxy on behalf of legal entities against the relevant National Court Register entries,
- identification of the Shareholder or Shareholders through confirmation of data by e-mail or telephone, in the case of powers of proxy and proxy appointment notices in electronic form.
As part of a procedure to check the validity of a power of proxy granted in electronic form and a Shareholder identification procedure, the Company may request a Shareholder to send, in electronic form, a scanned PDF copy of the power of proxy or an image file containing a photograph 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, notices and documents.
The Company will attach the powers of proxy in paper form (including printouts of those originally submitted in electronic form) 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 the Shareholder’s request submitted at ul. Gdańska 15, Cząstków Mazowiecki, 05–152 Czosnów, the Company may 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.
Such form, once filled in by the appointing Shareholder, 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, the proxy must deliver the form to the Chairperson of the General Meeting before the end of voting on the resolution which – in accordance with the Shareholder’s instructions – was to be voted 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.
Any such form used in a voting 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 for registration of General Meeting participants is June 12th 2012 (the “GM Record Date”).
Documents which are to be submitted to the General Meeting are available at www.intercars.com.pl in the Investor Relations – GM – 2012 section.
Draft resolutions are available at www.intercars.com.pl in the Investor Relations – GM – 2012 section.
Comments of the Company’s Management Board or Supervisory Board concerning matters on the GM's agenda or matters which are to be included in the agenda before the date of the General Meeting will be posted on the Company’s website as soon as they are available.
For any information on the General Meeting see the Investor Relations – GM – 2012 section at www.intercars.com.pl.
Management Board of Inter Cars S.A.
- Krzysztof Soszyński - Vice-President of the Management Board
- Piotr Kraska - Member of the Management Board