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, 13th Commercial Division of the National Court Register, under No. KRS 0000008734, hereby reports that it convenes an Extraordinary General Shareholders 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 10:30 am on March 29th 2012.
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
- Adoption of a resolution providing for the establishment within the Inter Cars Group of a marketing business through a spin off of the organised part of Inter Cars S.A.'s business involved in marketing activities into a subsidiary of Inter Cars S.A.
- Adoption of a resolution on the consolidated text of the Articles of Association of Inter Cars S. A.
- Closing of the Meeting.
Draft resolutions:
No. 1
The Extraordinary General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint ..................... as Chairman of the General Shareholders Meeting.
(grounds: Art. 409 of the Commercial Companies Code)
No. 2
The Extraordinary General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the proposed agenda.
(grounds: functionality imperative )
No. 3
The Extraordinary General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby resolves to approve the spin-off of an organised part of business comprising an organisationally and financially separate group of tangible and intangible assets, including liabilities, forming part of the existing business of Inter Cars S.A., into Inter Cars S.A. Oddział w Warszawie (Inter Cars S.A. Warsaw Branch). The aforementioned organised part of business, intended for and capable of performing business activities in the marketing area of the Inter Cars Group, may trade as a separate entity if need arises.
(Art. 393.3 of the Commercial Companies Code)
No. 4
The Extraordinary General Shareholders Meeting of Inter Cars S. A. of Warsaw hereby resolves to approve the consolidated text of the Articles of Association of Inter Cars S.A., prepared by the Management Board, attached to this Resolution.
(Art. 395.5 of the Commercial Companies Code)
Right to Participate in the General Shareholders Meeting
The right to participate in the General Shareholders Meeting of INTER CARS S.A. rests with persons who are the Company’s Shareholders on the date of registering participation in the General Shareholders Meeting (the Registration Date), i.e. March 13th 2012.
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. March 13th 2012.
No earlier than after the date of the notice of the General Shareholders Meeting (i.e. March 3rd 2012), and no later than on the first weekday following the Registration Date (i.e. March 14th 2012), 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 Shareholders Meeting.
The list of persons entitled to participate in the 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 for 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 (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 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).
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 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 Shareholders Meeting, in the same manner as is required for the publication of notices convening the General Shareholders 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 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 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).
Draft resolutions in written form 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, whereas draft resolutions in electronic form should be sent to the Company to: 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 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 permitted to do so 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 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 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 written or electronic form.
Members of the Company’s Management Board and the Company’s employees may act as Shareholders’ Proxies 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, the relevant power of proxy may authorise such person to represent the Shareholder at one General Shareholders 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.eu, under the Investor Relations – GM - 2012 tab, the Company provides a downloadable form of notification of granting a power of proxy, 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 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 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 Shareholders Meeting due to the need to verify the information.
The validity of powers of proxy will be verified by:
a)checking the completeness of the power of proxy documents, especially in the case of multiple powers of proxy,
b)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 Shareholders Meeting,
c)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,
d)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. In the event of any uncertainty or a need for clarifications, the Company may take other reasonable steps 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.
At a Shareholder’s request, the Company may provide a proxy vote form or a form of 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.
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 Shareholders 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 Chairman of the General Shareholders 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 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, the proxy vote form does not apply.
The Company’s by-laws do not permit participation in or voting at the General Shareholders Meeting with the use of means of electronic communication and do not provide for voting at the General Shareholders Meeting by postal ballot.
The date of registration for participation in the General Shareholders Meeting is March 13th 2012 (“the Registration Date”).
Al information concerning the General Shareholders Meeting, along with the documentation to be submitted to the General Shareholders Meeting and draft resolutions, is available at the Company's website at: www.intercars.eu under the Investor Relations – GM - 2012 tab.
Comments of the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Shareholders Meeting or matters to be placed on the agenda before the date of the General Shareholders Meeting will be made available on the Company’s website as soon as they are prepared.
With respect to matters concerning the General Shareholders 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 certified translations.
Management Board of Inter Cars S.A.
- Krzysztof Soszyński - Vice-President of the Management Board
- Piotr Kraska - Member of the Management Board