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, reports that it convenes an Extraordinary 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 10.30 on February 26th 2013.
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.
- Adoption of a resolution approving the disposal of the organised part of Inter Cars S.A.'s business involved in logistics to a subsidiary company ILS Sp. z o.o.
- Adoption of a resolution concerning amendments to Art. 5 of the Company’s Articles of Association.
- Adoption of a resolution amending item 2 of Resolution No. 5 of the Annual General Meeting dated June 28th 2012, and amending Resolution No. 7 of the Annual General Meeting dated June 28th 2012.
- Adoption of a resolution concerning publication of a consolidated text of the Company’s Articles of Association taking into account the amendment set forth in item 5 of this agenda.
- Closing of the Meeting.
Proposed wording of Art. 5 of the Company's Articles of Association:
The business of the Company shall be as follows:
- WHOLESALE AND RETAIL TRADE IN MOTOR VEHICLES; REPAIR OF MOTOR VEHICLES PKD 45
- WHOLESALE TRADE, EXCEPT OF MOTOR VEHICLES PKD 46
- SUPPORT ACTIVITIES TO AGRICULTURE AND POST-HARVEST CROP ACTIVITIES PKD 01.6
- MANUFACTURE OF PAPER STATIONERY PKD 17.23.Z
- PRINTING AND REPRODUCTION OF RECORDED MEDIA PKD 18
- MANUFACTURE OF BASIC METALS PKD 24
- MANUFACTURE OF MACHINERY AND EQUIPMENT N.E.C. PKD 28
- MANUFACTURE OF MOTOR VEHICLES, TRAILERS AND SEMI-TRAILERS, EXCEPT OF MOTORCYCLES PKD 29
- MANUFACTURE OF OTHER TRANSPORT EQUIPMENT PKD 30
- REPAIR AND INSTALLATION OF MACHINERY AND EQUIPMENT PKD 33
- WASTE COLLECTION, TREATMENT AND DISPOSAL ACTIVITIES; MATERIALS RECOVERY PKD 38
- RETAIL TRADE, EXCEPT OF MOTOR VEHICLES PKD 47
- LAND TRANSPORT AND TRANSPORT VIA PIPELINES PKD 49
- WAREHOUSING AND SUPPORT ACTIVITIES FOR TRANSPORTATION PKD 52
- PUBLISHING ACTIVITIES PKD 58
- COMPUTER PROGRAMMING, CONSULTANCY AND RELATED ACTIVITIES PKD 62
- INFORMATION SERVICE ACTIVITIES PKD 63
- REAL ESTATE ACTIVITIES PKD 68
- ACTIVITIES OF HEAD OFFICES; MANAGEMENT CONSULTANCY ACTIVITIES PKD 70
- ARCHITECTURAL AND ENGINEERING ACTIVITIES; TECHNICAL TESTING AND ANALYSIS PKD 71
- SCIENTIFIC RESEARCH AND DEVELOPMENT PKD 72
- ADVERTISING AND MARKET RESEARCH PKD 73
- OTHER PROFESSIONAL, SCIENTIFIC AND TECHNICAL ACTIVITIES PKD 74
- RENTAL AND LEASING ACTIVITIES PKD 77
- EMPLOYMENT ACTIVITIES PKD 78
- TRAVEL AGENCY, TOUR OPERATOR RESERVATION SERVICE AND RELATED ACTIVITIES PKD 79
- SERVICES TO BUILDINGS AND LANDSCAPE ACTIVITIES PKD 81
- OFFICE ADMINISTRATIVE, OFFICE SUPPORT AND OTHER BUSINESS SUPPORT ACTIVITIES PKD 82
- OTHER EDUCATION N.E.C. PKD 85.59.B
- EDUCATIONAL SUPPORT ACTIVITIES PKD 85.60.Z
- REPAIR AND MAINTENANCE OF COMPUTERS AND PERIPHERAL EQUIPMENT PKD 95.11.Z
Draft resolutions:
No. 1
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw resolves to appoint ..................... as the Chairperson of the General Meeting.
(grounds: Art. 409 of the Commercial Companies Code)
No. 2
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw approves the proposed agenda.
(grounds: functionality imperative)
No. 3
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw hereby approves the Company's new business model proposed by the Management Board, under which the logistics part of its operations will be spun off to a designated company from the Inter Cars Group. The designated company will be responsible for handling, on its own or through subcontractors, of the integrated logistical operations for Inter Cars S.A., other companies of the Inter Cars Group, and third parties. In view of the above, acting pursuant to Art. 393.3 in conjunction with Art. 415.1 of the Commercial Companies Code and Article 16.4.5 of the Company's Articles of Association, the Extraordinary General Meeting of Inter Cars S.A. approves the disposal of an organised part of the Company’s business, comprising tangible and intangible assets, and liabilities, constituting organisationally and financially separate Logistics Division, intended for and capable of performing business activities in the area of logistics.
The scope of activities conducted by the Logistics Division comprises in particular control and coordination of the movement of goods in Poland and abroad, as well as forwarding and other logistics services.
The Logistics Division will be disposed of as an in-kind contribution in exchange for shares in the increased share capital of ILS Spółka z ograniczoną odpowiedzialnością of Kajetany, entered in the register of entrepreneurs under KRS No. 0000438899 and wholly-owned by Inter Cars S.A. of Warsaw. ILS Sp. z o.o. will continue the previous activities of the Logistics Division by providing its own or subcontracted (mainly to J&M Logistics Sp. z o.o.) logistics services for Inter Cars S.A., other Inter Cars Group subsidiaries and third parties.
The Management Board of Inter Cars S.A. of Warsaw is hereby authorised to accomplish the objective of this resolution, particularly by setting the date of the disposal (contribution) of the organised part of the Company’s business, and taking all practical and legal
steps necessary to accomplish it.
(grounds: formally - Art. 393.3 of the Commercial Companies Code, the wording of the resolution details the benefits for Inter Cars S.A., i.e. an increase in potential demand for logistics activities and their transparency, while retaining full corporate control over this area of operations)
No. 4
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw proposes the following new wording of Art. 5 of Inter Cars S.A.'s Articles of Association:
“Art. 5
The business of the Company shall be as follows:
- WHOLESALE AND RETAIL TRADE IN MOTOR VEHICLES; REPAIR OF MOTOR VEHICLES PKD 45
- WHOLESALE AND RETAIL TRADE, EXCLUDING SALE OF AUTOMOTIVE VEHICLES PKD 46
- SUPPORT ACTIVITIES TO AGRICULTURE AND POST-HARVEST CROP ACTIVITIES PKD 01.6
- MANUFACTURE OF PAPER STATIONERY PKD 17.23.Z
- PRINTING AND REPRODUCTION OF RECORDED MEDIA PKD 18
- MANUFACTURE OF BASIC METALS PKD 24
- MANUFACTURE OF MACHINERY AND EQUIPMENT N.E.C. PKD 28
- MANUFACTURE OF MOTOR VEHICLES, TRAILERS AND SEMI-TRAILERS, EXCEPT OF MOTORCYCLES PKD 29
- MANUFACTURE OF OTHER TRANSPORT EQUIPMENT PKD 30
- REPAIR AND INSTALLATION OF MACHINERY AND EQUIPMENT PKD 33
- WASTE COLLECTION, TREATMENT AND DISPOSAL ACTIVITIES; MATERIALS RECOVERY PKD 38
- RETAIL TRADE, EXCEPT OF MOTOR VEHICLES PKD 47
- LAND TRANSPORT AND TRANSPORT VIA PIPELINES PKD 49
- WAREHOUSING AND SUPPORT ACTIVITIES FOR TRANSPORTATION PKD 52
- PUBLISHING ACTIVITIES PKD 58
- COMPUTER PROGRAMMING, CONSULTANCY AND RELATED ACTIVITIES PKD 62
- INFORMATION SERVICE ACTIVITIES PKD 63
- REAL ESTATE ACTIVITIES PKD 68
- ACTIVITIES OF HEAD OFFICES; MANAGEMENT CONSULTANCY ACTIVITIES PKD 70
- ARCHITECTURAL AND ENGINEERING ACTIVITIES; TECHNICAL TESTING AND ANALYSIS PKD 71
- SCIENTIFIC RESEARCH AND DEVELOPMENT PKD 72
- ADVERTISING AND MARKET RESEARCH PKD 73
- OTHER PROFESSIONAL, SCIENTIFIC AND TECHNICAL ACTIVITIES PKD 74
- RENTAL AND LEASING ACTIVITIES PKD 77
- EMPLOYMENT ACTIVITIES PKD 78
- TRAVEL AGENCY, TOUR OPERATOR RESERVATION SERVICE AND RELATED ACTIVITIES PKD 79
- SERVICES TO BUILDINGS AND LANDSCAPE ACTIVITIES PKD 81
- OFFICE ADMINISTRATIVE, OFFICE SUPPORT AND OTHER BUSINESS SUPPORT ACTIVITIES PKD 82
- OTHER EDUCATION N.E.C. PKD 85.59.B
- EDUCATIONAL SUPPORT ACTIVITIES PKD 85.60.Z
- REPAIR AND MAINTENANCE OF COMPUTERS AND PERIPHERAL EQUIPMENT PKD 95.11.Z”
(grounds: necessity to unify the PKD classification in the Articles of Association, without changing the object of Company's business)
No. 5
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw amends:
- the wording of item 2 of Resolution No. 5 of the General Meeting of Inter Cars S.A. of June 28th 2012, by changing the amount of PLN 104,339,000.00 to PLN 104,338,468.99, and
- the wording of Resolution No. 7 of the General Meeting of June 28th 2012, by changing the amount of PLN 104,339,000.00 in the fourth line to PLN 104,338,468.99, and changing the amount of PLN 100,088,570.00 in the eighth line to PLN 100,088,038.89.
(grounds: Given the presentation of the Company's results in full thousands of złoty in the amended resolutions and the need to specify the Company's result in more detail, such clarification will be made. The Company's profit is adjusted by PLN 531.01 and the change does not affect the dividend amount )
No. 6
The Extraordinary General Meeting of Inter Cars S.A. of Warsaw defines the consolidated text of the Company’s Articles of Association, attached as Appendix 1 to this resolution.
(grounds: result of amendment to the Articles of Association under Resolution No. 4)
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. February 10th 2013.
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. February 10th 2013.
No earlier than after the date of the notice of the General Meeting (i.e. January 25th 2013), and no later than on the first weekday following the Registration Date (i.e. February 11th 2013), 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.
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, free of charge, the list of Shareholders entitled to participate in the General Meeting by e-mail. 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. 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 particular matters 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 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 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: [email protected].
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 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).
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: [email protected].
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. 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 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:
[email protected]. On its website at www.intercars.eu, under the Investor Relations – GM - 2013 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 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 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, notices 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 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.
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 Chairman 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 February 10th 2013 (“the Registration Date”).
Al 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: www.intercars.eu under the Investor Relations – GM - 2013 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: [email protected] (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.
- Robert Kierzek - President of the Management Board
- Wojciech Milewski - Member of the Management Board