Krakchemia S.A

Announcement on

Convening KRAKCHEMIA S.A. Ordinary General Meeting

 

I.

KRAKCHEMIA Joint Stock Company Board with a seat in Kraków, ul. Powstania Listopadowego 14, inscribed into the Commercial Register by the Kraków Śródmieście Regional Court in Kraków, XI Economic Department of the National Court Register (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie, XI Wydział Gospodarczy Krajowego Rejestru Sądowego) under NCR number (numer KRS) 0000217348 (referred to thereafter as “Company”) on the basis of art. 399 § 1 in connection with art. 4021 § 1 of the Commercial Company Code, convenes herewith an Ordinary General Meeting on the day 25 June, 2019 at 12 o`clock, which is going to take place in Kraków, the Conference Room of the Trade and Industry Chamber (Sala Konferencyjna Izby Przemyłsowo-Handlowej, 3 Floriańska Street).

 

II.

The Company Board proposes the following agenda:

 

  1. Opening the General Meeting
  2. Election of the Chairperson of the General Meeting.
  3. Stating the validity of summoning the General Meeting as well as its capability to vote resolutions.
  4. Electing the Returning Officers Panel.
  5. Presenting and accepting the agenda.
  6. Presenting and considering the Company Board report on the Company activity and the financial report of the Company for the financial year 2018.
  7. Presenting the Supervisory Board report encompassing in particular (i) the review of the Company financial report, of the Company Board report on the Company activity for the year 2018 and (ii) the Company Board motion concerning the coverage of the loss for the financial year 2018.
  8. Passing resolutions concerning:

8.1.         Approval of the financial report for the financial year 2018;

8.2.         Approval of the Board report on the Company activity for 2018;

8.3.         Passing the vote of approval on the fulfilment of duties by the members of the Company Board in the financial year 2018;

8.4.         Passing the vote of approval on the fulfilment of duties by the members of the Supervisory Board in the financial year 2018;

8.5.         Covering the loss for the trading year 2018.

  1. Passing the resolutions concerning

9.1  determining the number of Supervisory Board members for a new term

9.2 calling members of the Supervisory Board for a new term

9.3 determining the height of remuneration of Supervisory Board members

  1. Passing the resolutions on changing § 3 of the Company Articles .
  2. Passing the resolutions authorising the Company Supervisory Board to determine a uniform wording of the Company Articles
  3. Closing the assembly.

 

III.

In reference to Art. 4022 of CCC, the Board publishes information concerning the participation in the General Shareholders Meeting:

 

  1. The shareholders possessing at least 1/20 of the initial capital are entitled to demand the placement of particular matters in the General Shareholders Meeting agenda. The demand should be announced to KRAKCHEMIA S.A. Board no later than 21 days before the fixed General Meeting convention date. The demand should contain justification and the draft of a proposed resolution concerning the agenda item proposed. A written form is required – the demand should be submitted at the Company seat (Kraków, ul. Powstania Listopadowego 14), or in the electronic form and transferred only to the electronic mail address wza@krakchemia.pl

 

The shareholder should indicate that he/she is in the possession of the required number of shares as on the date of the demand presentation i.e. he/she should enclose the certificate of shares  or the certificate granting the right of participation in the General Meeting together with the demand. In case of legal persons and organisational entities without the legal person status, one needs additionally present the right of acting as a proxy on behalf of this entity through enclosing an up-to-date copy of the appropriate registry for the entity.

In case of shareholders presenting a demand by means of electronic media of communication, the documents should be transferred in the PDF format.

 

The demand transferred by the shareholders using the electronic communication means in a manner different than through the aforementioned email address, or without meeting the aforementioned requirements, do not have any legal effects with regard to the Company and as such are not considered.

 

  1. The shareholders possessing at least 1/20 of the initial capital may present the resolutions drafts concerning the matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The demand is to be presented in the written form at the Company seat (Kraków, ul. Powstania Listopadowego 14) or using the electronic communication means (in the manner and at the e-mail address presented in point 1 above).

The drafts of resolutions transferred by the shareholders using the electronic communication means in the manners other than through the email address mentioned above or without meeting the conditions described above, do not have any legal effects with regard to the Company.

 

  1. Each of the shareholders entitled to participate in the General Meeting may introduce drafts of resolutions concerning the matters placed in the agenda during the General Meeting.

 

  1. A shareholder may participate in the General Meeting and execute his right of vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy was placed on the internet page www.krakchemia.com.pl

The proxy is not obliged to vote by means of the aforementioned form.

At the same time, the Company Board informs that in case where the shareholder appoints a proxy together with an instruction concerning the vote, the Company will not verify if the proxies execute the right in accordance with the instruction, which was granted by the shareholder.

 

The right of representation in the voting through the proxy should be granted in a written form or in an electronic one. Granting the right of proxy in the electronic manner does not require an authorized digital  signature verified by a valid signer`s private key.

 

The shareholder is obliged to transfer to the Company a note informing of granting the right of proxy in the electronic form at the electronic mail address wza@krakchemia.com.pll, not later than by 25 June 2019, by 9:00 Warsaw Mean Time

 

In case of transfer of the note on granting the right of proxy in the electronic manner, the shareholder or the person authorized to take part in the General Meeting, sends, at the afore-mentioned electronic address the following:

 

1)    Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,

2)    The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,

3)    Scan of the personal ID card or passport (including data allowing for the bearer identification) of the proxy acting as a natural person,

4)    Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,

5)            Electronic mail address for communication with the shareholder or his/her proxy

 

The aforementioned stipulations are applied accordingly, to the notification on withdrawal of the right of proxy in an electronic form

 

The notifications transferred by the shareholders in the form other than through the aforementioned electronic mail or without meeting the requirements outlined above, will not cause legal effects with regard to the Company.

 

The shareholders will be allowed to participate in the General Meeting upon the identity card presentation, and the proxies upon the identity card presentation accompanied by the valid right of proxy granted in the written manner or through an electronic manner (the proxy should present the printout of the right of proxy).

 

The proxies of legal persons or the organisational units without legal personality are additionally obliged to present an up-to-date copies from respective registers, naming the people authorized to represent the entities.

 

  1. The Company Articles do not stipulate possibility of participation at the General Meeting via the use of electronic communication means.

 

  1. The Company Articles do not stipulate possibility of voicing opinion at the General Meeting via the use of electronic communication means.

 

  1. The Company Articles do not stipulate possibility of right of vote execution via correspondence nor via the use of electronic communication means during the General Meeting.

 

  1. The date for registration of General Meeting participation is 9 June 2019.

 

  1. The right of participation in KRAKCHEMIA S.A. General Meeting belongs to the people who:

 

  1. As on 16 days before the General Meeting are the Company shareholders,
  2. In the period after this announcement publication and 10 June 2019 submit to the entity carrying the security account, where the Company shares are inscribed, a demand of issuing a name-bearing certificate on the right of vote in the General Meeting.

 

KRAKCHEMIA S.A. determines a list of shareholders authorized to participate in the General Meeting on the basis of a list received from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych).

 

On the days of 19, 21 and 24 June 2019, in the hours from 9 a.m to 3 p.m, at the seat of KRAKCHEMIA S.A (Kraków, ul. Powstania Listopadowego 14), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. A shareholder is entitled to demand the list to be transferred to his electronic email address upon request.

 

  1. People authorized to participate in the General Meeting may obtain the complete documentation text which is to be presented at the General Meeting and the drafts of resolutions at KRAKCHEMIA S.A. seat (Kraków, ul. Powstania Listopadowego 14) or at the Company website : www.krakchemia.com.pl

 

  1. KRAKCHEMIA S.A. will make available all necessary information concerning the General Meeting at the Company website at www.krakchemia.com.pl

 

IV.

KRAKCHEMIA S.A. Board publishes the texts of resolution drafts to be presented at the General Meeting:

 

Resolution No 1 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr./Ms _____________ as the Chairman of the Meeting.”


Resolution No 2 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

 „KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition________________ .”

 

Resolution No 3 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting adopts the agenda presented.”

 

Resolution No 4 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting. approves the financial report for the trading year 2018, which is composed of:

  1. The financial situation report, compiled as on 31 December 2018, which on the asset as well as on own equity and liabilities side amounts to 104 501 888,63 PLN;
  2. Profit or loss and other total income report for the period from 1 January 2018 to 31 December 2018, presenting net loss in the amount of 12 860 753,46 PLN;
  3. The financial flow account for the period from 1 January 2018 to 31 December 2018, presenting an increase of cash and credit in the current account by 446 683,39 PLN;
  4. Own equity changes for the financial year from 1 January 2018 to 31 December 2018 presenting an decrease in own equity by the amount 15 888 154,50 PLN;
  5. Notes for the financial report.”

 

Resolution No 5 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting approves the Company Board report on the Company activity for the trading year 2018.”

 

Resolution No 6 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Andrzej Zdebski a vote of approval on the fulfilment of duties as the Chairperson of the Company Board in the trading year  from 1 January 2018 to 31 December 2018.”

 

Resolution No 7 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Włodzimierz Oprzędek a vote of approval on the fulfilment of duties as the Deputy Chairperson of the Company Board in the trading year  from 1 January 2018 to 31 December 2018.”

 

Resolution No 8 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting. resolves to grant Mr. Jerzy Mazgaj a vote of approval on the fulfilment of duties as the Chairperson of the Supervisory Board in the trading year  from 1 January 2018 to 31 December 2018.”

 

Resolution No 9 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms Barbara Mazgaj a vote of approval on the fulfilment of duties as the Deputy Chairperson of the Supervisory Board in the trading year  from 1 January 2018 to 31 December 2018.”

 

Resolution No 10 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms Katarzyna Siedlecka- Hajbos a vote of approval on the fulfilment of duties as The Member of the Supervisory Board in the trading year  from 1 January 2018 to 31 December 2018.”

 

Resolution No 11 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms Anna Dubiel a vote of approval on the fulfilment of duties as The Secretary of the Supervisory Board in the trading year  from 1 January 2018 to 25 June 2018.”

 

Resolution No 12 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr Michał Mierzejewski a vote of approval on the fulfilment of duties as The Member of the Supervisory Board in the trading year  from 1 January 2018 to 25 June 2018.”

 

Resolution No 13 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr Władysław Kardasiński a vote of approval on the fulfilment of duties as The Member of the Supervisory Board in the trading year  from 25 June 2018 to 31 December 2018.”

 

Resolution No 14 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr Grzegorz Janas  a vote of approval on the fulfilment of duties as The Member of the Supervisory Board in the trading year  from 25 June 2018 to 21 September 2018.”

 

Resolution No 15 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr Marek Frydrych a vote of approval on the fulfilment of duties as The Member of the Supervisory Board in the trading year  from 26 October 2018 to 31 December 2018.”

 

Resolution No 16 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting.

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves that the net loss in the trading year 2018  amounting for the period from 1 January 2018 to 31 December 2018 to 12 860 753,46 PLN will be covered from the  Company reserve capital.”

 

Resolution No 17 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves that the number of members of the Supervisory Board for a new term will amount to _______ people.”

 

Resolution No 18 of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr/Ms ________ into the Supervisory Board composition.”

 

Resolution No __ of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting determines a monthly remuneration for the Company Supervisory Board in the amount of ________.”

 

Resolution No __ of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to change  § 3 of the Company Articles in the following manner:

 

(i)           In § 3 of Company Articles, in item 65) replace a full stop with a comma and add further points numbered from 66) to 71) in the following wording:

„66)       46.72.Z Wholesale of metals and metal ores

67)         46.71 Wholesale of fuels and related products,

68)         46.33.Z Wholesale of dairy products, eggs and edible oils and fat

69)         46.11.Z Agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods

70)         46.21.Z Wholesale of grain, unmanufactured tobacco, seeds and animal feeds

71)         47.76.Z Retail sale of flowers, plants, seeds, fertilisers, pet animals and pet food in specialised stores.”

 

(ii)          the whole wording of §3 of the Articles (after considering of the above-mentioned change) mark as paragraph 1 and add a new paragraph 2 of the following wording:

„2. Activity, execution of which is reglamented, in particular, for which it is required to obtain permission or concession, the Company will undertake after obtaining appropriate permission, concession or meeting other legal requirements necessary for its undertaking.”

 

Resolution No __ of KRAKCHEMIA S.A Ordinary General Shareholders Meeting

„KRAKCHEMIA S.A Ordinary General Shareholders Meeting authorizes the Company Supervisory Board to determine a uniform wording of the Company Articles taking into consideration the changes adopted at the General Meeting of 25 June 2019”

 

V.

RAKCHEMIA S.A. Board published the justifications to the resolution project concerning the change of § 3 of the Company Articles, which will be the subject of the General Meeting proceedings

The proposed change is related to the planned extension of the company economic activity to the trade activity in new areas. The planned change of the articles will not restrict the subject of activity executed hitherto by the Company. As a result, the proposed change does not constitute a considerable change of the activity.

 

Information on the total number of the Company shares and the total number of votes from shares as on the day of the General Meeting announcement

 

The Company equity capital amounts to 9.000.000,00 PLN and is divided into 9.000.000,00 shares of the face value amounting to 1.000 PLN each, while each share is represented by 1 vote at the Company General Meeting. The total number of votes from shares amounts to 9.000.000,00.

 

KRAKCHEMIA S.A. Board

The form in pdf format for executing the vote through proxy

 Financial report for 2018

The Company Report on Activity for 2018

Corporate governance- Statement

The report of the Independent Expert Auditor on the review of the yearly financial report for KRAKCHEMIA S.A. shareholders and the Supervisory Board for the trading period from 1 January to 31 December 2018

KRAKCHEMIA S.A. Supervisory Board assessment of the financial report and the Company Board report on KRAKCHEMIA S.A. with a seat in Kraków activity for the trading year 2019 within the scope of their compliance with the ledgers and the documents as well as the factual state

The Company Chairperson Address

The assessment of the Company situation, taking into consideration the assessment of inner control systems, risk management, compliance and the internal audit function

The report on the Supervisory Board activity

The assessment of fulfilling the infromation obligations

The Supervisory Board report on the assessment of the financial report and the Company Board report on activity

The Board`s Motion concerning the use of profit