1)      Date, time and place of the General Meeting and detailed agenda
(art. 4022 item 1) of the Code of Commercial Companies)

 The Management Board of Mostostal Warszawa Spółka Akcyjna with its registered office in Warsaw (hereinafter “The Company”) at ul. Konstruktorska 11a, 02-673 Warsaw, entered into the register of entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13^th Commercial Division under 0000008820 number, NIP 526-020-49-95, share capital in the amount of PLN 20,000,000 (in words: twenty million zlotys) (hereinafter referred to as: “The Company”) on the basis of art. 399 § 1 of the Code of Commercial Companies in relation to art. 400 § 1 and art. 4021 and 4022of the Code of Commercial Companies and §14 section 1 of the Articles of Association convenes the Extraordinary General Meeting for 13 June 2016 at 12:00 p.m. at the address of the registered office of the Company: ul. Konstruktorska 11a, 02-673 Warsaw, with the following agenda:

 

1.      Opening of the meeting.
2.      Election of the Chairman of the General Meeting.
3.      Establishing the validity of the General Meeting and its authority to adopt resolutions.
4. Adoption of agenda.
5. Adoption of resolutions with respect to:

1. Election of a member of the Supervisory Board by voting via separate groups in line with Art. 385 § 3 – 9 of the Code of Commercial Companies
2. Supplementing the composition of the Supervisory Board.

1.    Closing of the session.

2) Description of procedures regarding participation in the General Shareholders’ Meeting and exercising the right to vote (art. 4022.2 of the Code of Commercial Companies).

a)      The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may demand putting certain matters on the agenda of the General Meeting. Such demand should be notified to the Management Board of the Company not later than 21 (twenty one) days prior to the scheduled date of the General Meeting i.e. on 23 May 2016 at the latest. The demand should contain the justification or draft resolution relating to the proposed item of the agenda. The demand may also be submitted in the electronic form and should be provided to the following email address of the Company: WZA@mostostal.waw.pl. The Management Board of the Company shall immediately, however no later than 18 (eighteen) days prior to the scheduled date of the General Meeting announce the changes in the agenda, introduced at the request of the Shareholders i.e. on 27 May 2016 at the latest. The announcement shall be made in the manner relevant for convening the General Meeting.

The Shareholder or Shareholders, referred to above should prove holding of the relevant number of shares as at the date of submitting a demand, attaching to the demand a deposit certificate or a named certificate confirming the right to participate in the General Meeting issued by the entity holding the securities account in accordance with the regulations on trading in financial instruments, and in the case of shareholders being legal persons or partnerships, confirm also the authorization to act on behalf of this entity attaching a current extract from the National Court Register or in the case of shareholders being natural persons – a copy of the document confirming identity of the shareholder. In case of the shareholders notifying the demand with the use of electronic communication media, the documents should be sent in the PDF format.

b)      The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may, prior to the date of the General Meeting, notify to the Company in writing or with the use of electronic communication media the draft resolutions with a justification relating to the matters put on the agenda of the General Meeting or matters which are to be introduced to the agenda. Draft resolutions should also be provided to the following e-mail address of the Company: WZA|mostostal.waw.pl| |WZA|mostostal.waw.pl. The Company shall immediately publish draft resolutions on its website.

The Shareholder or Shareholders, referred to above should prove holding of the relevant number of shares as at the date of submitting a demand, attaching to the demand a deposit certificate or a named certificate confirming the right to participate in the General Meeting issued by the entity holding the securities account in accordance with the regulations on trading in financial instruments, and in the case of shareholders being legal persons and partnerships, confirm also the authorization to act on behalf of this entity, attaching a current extract from the National Court Register or in the case of shareholders being natural persons – a copy of the document confirming identity of the shareholder. In the case of the shareholders notifying the draft resolutions with the use of electronic communication media, the documents should be sent in the PDF format.

c)      Each of the Shareholder may during the General Meeting notify the draft resolutions relating to the matters included in the agenda.

 d)      1. The Shareholder may vote differently for each of the shares held.

2. The Shareholder may participate in the General Meeting and exercise the voting right in person or by proxy. The right to appoint a proxy at the General Meeting and a number of proxies may not be limited. The form enabling to exercise the voting right by proxy including the details specified in art. 4023of the Code of Commercial Companies has been published on the website: www.mostostal.waw.pl

3. The Proxy performs all rights of the shareholder at the General Meeting, unless the power-of-attorney provides otherwise.

4. The Proxy may grant further proxies, if this is stated in the power-of-attorney.

5. The Proxy may represent more than one Shareholder and vote differently for the shares of each Shareholder.

6. The Shareholder holding shares recorded on more than one security account may appoint separate proxies to exercise the rights attached to the shares recorded on each of these accounts.

7. The proxy to participate in the General Meeting and exercise the voting right shall be granted in writing or in the electronic form. Granting of the proxy in the electronic form does not require using a safe electronic signature verified by a valid qualified certificate.

8. The Shareholder notifies the Company one day prior to the scheduled date of the General Meeting at the latest of granting the power-of-attorney in the electronic form by sending to the following email address of the Company: WZA|mostostal.waw.pl| |WZA|mostostal.waw.pl the power-of-attorney in the PDF format prepared on the power-of-attorney form made available by the Company and legibly signed by the Shareholder, or  person(s) authorized to represent the Shareholder. In the case of Shareholders on whom the legal provisions confer the legal personality, the current extract from the relevant register in the PDF format should be sent with the power-of-attorney. The above manner of notification enables, although in a limited way, identification of the Shareholder and their proxy and the verification of the validity of the power-of-attorney.

The Shareholder bears risk associated with granting the power-of-attorney and notifying the Company of granting it in the electronic form in the manner different than indicated in item 8.

9. The above procedure shall be applied accordingly to revoke the power-of-attorney.

10. The Shareholder or proxy of the Shareholder should hold a document with a photograph confirming their identity and present such document at each request of the Company or the Chairman of the General Meeting.

11. If the member of the Management Board, member of the Supervisory Board, employee of the Company or a member of bodies or employee of a subsidiary of the Company is the proxy at the General Meeting, the proxy may authorize them to representation at only one General Meeting. The Proxy is obliged to disclose to the Shareholder the circumstances indicating the existence of or the possibility of arising a conflict of interest. Granting of further power-of-attorney shall be excluded. The Proxy, referred to above, shall vote in accordance with the instructions given by the Shareholder.

12. The Shareholder may neither in person nor by proxy vote on the adoption of resolutions relating to their responsibility towards the Company on any grounds, including granting a vote of acceptance, release of the obligation towards the Company and a dispute between them and the Company.

e)      The Articles of Association does not provide for the participation in the General Meeting with the use of electronic communication means.

f)       The Articles of Association does not provide for speaking at the General Meeting with the use of electronic communication means.

g)      The Regulations of the General Meeting of the Company do not provide for exercising the voting right by correspondence or with the use of electronic communication means.

h)      The Shareholder has a right to demand being issued the copies of motions in the matters covered by the agenda within one week prior to the General Meeting.

 

3)      Record Date (art. 4022 item 3) of the Code of Commercial Companies)

The Record Date in accordance with art.4061 of the Code of Commercial Companies is 28 May 2016.

 4)      Information on the right to participate in the General Meeting (art. 4022 item 4 of the Code of Commercial Companies)

Only persons being the shareholders of the Company 16 (sixteen) days prior to the date of the General Meeting (the record date of participation in the General Meeting) have the right to participate in the General Meeting, i.e. on their securities account the shares of the Company will be recorded as at 28 May 2016.

No later than after making this announcement about convening of the General Meeting (i.e. no earlier than 16 May 2016) and no later than until 30 May 2016 (the first working day after the Record Date) they will submit to the entity holding a securities account the request to issue a named certificate of the right to participate in the General Meeting.

 5)      Access to the documentation and draft resolutions (art. 4022 item 5) of the Code of Commercial Companies)

The full text of the documentation which is to be submitted to the General Meeting and the draft resolutions are available in the document form at the address of the registered office of the Company at ul. Konstruktorska 11a, 02-673 Warsaw, at the Office of the Management Board (room 616), from 16 May 2016 to 13 June 2016, from 10.00 a.m. to 4 p.m. and in the electronic form in the PDF format on the website of the Company: www.mostostal.waw.pl.

 

6)      Website of the Company (art. 4022 item 6 of the Code of Commercial Companies)

Information relating to the General Meeting is made available at the following address of the website of the Company: www.mostostal.waw.pl.

 

7)      Certificate of attendance. List. List of Shareholders entitled to participate in the General Meeting (art. 4063  and art. 407 of the Code of Commercial Companies)

1. At the request of the Shareholder entitled to dematerialised bearer shares, notified no earlier than after making the announcement on convening the General Meeting and no later than on the first working day after the Record Date, i.e. between 17 May 2016 and 30 May 2016, the entity holding a securities account shall issue a named certificate of the right to participate in the General Meeting. The content of the certificate is specified in art. 4063 §3 of the Code of Commercial Companies.

2. At the request of the Shareholder entitled by virtue of the dematerialized bearer shares, a part or all shares recorded on their securities account should be indicated in the certificate.   

3. The list of Shareholders entitled by virtue of the bearer shares to participate in the General Meeting is determined by the Company on the basis of the list prepared by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna w Warszawie), on the basis of named certificates of the right to participate in the General Meeting issued by the entities holding securities accounts.

4. The List of Shareholders entitled to participate in the General Meeting will be displayed at the address of the registered office of the Company: ul. Konstruktorska 11a, 02-673 Warsaw, at the Office of the Management Board (room 616) from 8 June 2016, i.e. 3 working days prior to the date of the General Meeting until 13 June 2015. The Shareholder may request sending them the list of shareholders free of charge by electronic mail, providing address to which the list should be sent.

5. The persons entitled to participate in the General Meeting may obtain the full text of documentation which is to be presented at the General Meeting and draft resolutions in the registered office of the Company at the address: ul. Konstruktorska 11A, 02-673 Warsaw, room 616. This documentation in the PDF format will be also available on the website of the Company at the addresswww.mostostal.waw.pl.

  

 

The Management Board of Mostostal Warsaw SA in Warsaw.

 

Warsaw, 16 May 2016

 

1)      Date, time and place of the General Meeting and detailed agenda
(art. 4022 item 1) of the Code of Commercial Companies)

 

The Management Board of Mostostal Warszawa Spółka Akcyjna with its registered office in Warsaw (hereinafter “The Company”) at ul. Konstruktorska 11a, 02-673 Warsaw, entered into the register of entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13^th Commercial Division under 0000008820 number, NIP 526-020-49-95, share capital in the amount of PLN 20,000,000 (in words: twenty million zlotys) (hereinafter referred to as: “The Company”) on the basis of art. 399 § 1 of the Code of Commercial Companies in relation to art. 400 § 1 and art. 4021 and 4022of the Code of Commercial Companies and §14 section 1 of the Articles of Association convenes the Extraordinary General Meeting for 13 June 2016 at 12:00 p.m. at the address of the registered office of the Company: ul. Konstruktorska 11a, 02-673 Warsaw, with the following agenda:

 

1.      Opening of the meeting.
2.      Election of the Chairman of the General Meeting.
3.      Establishing the validity of the General Meeting and its authority to adopt resolutions.
4. Adoption of agenda.
5. Adoption of resolutions with respect to:

1. Election of a member of the Supervisory Board by voting via separate groups in line with Art. 385 § 3 – 9 of the Code of Commercial Companies
2. Supplementing the composition of the Supervisory Board.

1.    Closing of the session.

2) Description of procedures regarding participation in the General Shareholders’ Meeting and exercising the right to vote (art. 4022.2 of the Code of Commercial Companies).

a)      The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may demand putting certain matters on the agenda of the General Meeting. Such demand should be notified to the Management Board of the Company not later than 21 (twenty one) days prior to the scheduled date of the General Meeting i.e. on 23 May 2016 at the latest. The demand should contain the justification or draft resolution relating to the proposed item of the agenda. The demand may also be submitted in the electronic form and should be provided to the following email address of the Company: WZA@mostostal.waw.pl. The Management Board of the Company shall immediately, however no later than 18 (eighteen) days prior to the scheduled date of the General Meeting announce the changes in the agenda, introduced at the request of the Shareholders i.e. on 27 May 2016 at the latest. The announcement shall be made in the manner relevant for convening the General Meeting.

The Shareholder or Shareholders, referred to above should prove holding of the relevant number of shares as at the date of submitting a demand, attaching to the demand a deposit certificate or a named certificate confirming the right to participate in the General Meeting issued by the entity holding the securities account in accordance with the regulations on trading in financial instruments, and in the case of shareholders being legal persons or partnerships, confirm also the authorization to act on behalf of this entity attaching a current extract from the National Court Register or in the case of shareholders being natural persons – a copy of the document confirming identity of the shareholder. In case of the shareholders notifying the demand with the use of electronic communication media, the documents should be sent in the PDF format.

b)      The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may, prior to the date of the General Meeting, notify to the Company in writing or with the use of electronic communication media the draft resolutions with a justification relating to the matters put on the agenda of the General Meeting or matters which are to be introduced to the agenda. Draft resolutions should also be provided to the following e-mail address of the Company: WZA|mostostal.waw.pl| |WZA|mostostal.waw.pl. The Company shall immediately publish draft resolutions on its website.

The Shareholder or Shareholders, referred to above should prove holding of the relevant number of shares as at the date of submitting a demand, attaching to the demand a deposit certificate or a named certificate confirming the right to participate in the General Meeting issued by the entity holding the securities account in accordance with the regulations on trading in financial instruments, and in the case of shareholders being legal persons and partnerships, confirm also the authorization to act on behalf of this entity, attaching a current extract from the National Court Register or in the case of shareholders being natural persons – a copy of the document confirming identity of the shareholder. In the case of the shareholders notifying the draft resolutions with the use of electronic communication media, the documents should be sent in the PDF format.

c)      Each of the Shareholder may during the General Meeting notify the draft resolutions relating to the matters included in the agenda.

 d)      1. The Shareholder may vote differently for each of the shares held.

2. The Shareholder may participate in the General Meeting and exercise the voting right in person or by proxy. The right to appoint a proxy at the General Meeting and a number of proxies may not be limited. The form enabling to exercise the voting right by proxy including the details specified in art. 4023of the Code of Commercial Companies has been published on the website: www.mostostal.waw.pl

3. The Proxy performs all rights of the shareholder at the General Meeting, unless the power-of-attorney provides otherwise.

4. The Proxy may grant further proxies, if this is stated in the power-of-attorney.

5. The Proxy may represent more than one Shareholder and vote differently for the shares of each Shareholder.

6. The Shareholder holding shares recorded on more than one security account may appoint separate proxies to exercise the rights attached to the shares recorded on each of these accounts.

7. The proxy to participate in the General Meeting and exercise the voting right shall be granted in writing or in the electronic form. Granting of the proxy in the electronic form does not require using a safe electronic signature verified by a valid qualified certificate.

8. The Shareholder notifies the Company one day prior to the scheduled date of the General Meeting at the latest of granting the power-of-attorney in the electronic form by sending to the following email address of the Company: WZA|mostostal.waw.pl| |WZA|mostostal.waw.pl the power-of-attorney in the PDF format prepared on the power-of-attorney form made available by the Company and legibly signed by the Shareholder, or  person(s) authorized to represent the Shareholder. In the case of Shareholders on whom the legal provisions confer the legal personality, the current extract from the relevant register in the PDF format should be sent with the power-of-attorney. The above manner of notification enables, although in a limited way, identification of the Shareholder and their proxy and the verification of the validity of the power-of-attorney.

The Shareholder bears risk associated with granting the power-of-attorney and notifying the Company of granting it in the electronic form in the manner different than indicated in item 8.

9. The above procedure shall be applied accordingly to revoke the power-of-attorney.

10. The Shareholder or proxy of the Shareholder should hold a document with a photograph confirming their identity and present such document at each request of the Company or the Chairman of the General Meeting.

11. If the member of the Management Board, member of the Supervisory Board, employee of the Company or a member of bodies or employee of a subsidiary of the Company is the proxy at the General Meeting, the proxy may authorize them to representation at only one General Meeting. The Proxy is obliged to disclose to the Shareholder the circumstances indicating the existence of or the possibility of arising a conflict of interest. Granting of further power-of-attorney shall be excluded. The Proxy, referred to above, shall vote in accordance with the instructions given by the Shareholder.

12. The Shareholder may neither in person nor by proxy vote on the adoption of resolutions relating to their responsibility towards the Company on any grounds, including granting a vote of acceptance, release of the obligation towards the Company and a dispute between them and the Company.

e)      The Articles of Association does not provide for the participation in the General Meeting with the use of electronic communication means.

f)       The Articles of Association does not provide for speaking at the General Meeting with the use of electronic communication means.

g)      The Regulations of the General Meeting of the Company do not provide for exercising the voting right by correspondence or with the use of electronic communication means.

h)      The Shareholder has a right to demand being issued the copies of motions in the matters covered by the agenda within one week prior to the General Meeting.

 

3)      Record Date (art. 4022 item 3) of the Code of Commercial Companies)

The Record Date in accordance with art.4061 of the Code of Commercial Companies is 28 May 2016.

 4)      Information on the right to participate in the General Meeting (art. 4022 item 4 of the Code of Commercial Companies)

Only persons being the shareholders of the Company 16 (sixteen) days prior to the date of the General Meeting (the record date of participation in the General Meeting) have the right to participate in the General Meeting, i.e. on their securities account the shares of the Company will be recorded as at 28 May 2016.

No later than after making this announcement about convening of the General Meeting (i.e. no earlier than 16 May 2016) and no later than until 30 May 2016 (the first working day after the Record Date) they will submit to the entity holding a securities account the request to issue a named certificate of the right to participate in the General Meeting.

 5)      Access to the documentation and draft resolutions (art. 4022 item 5) of the Code of Commercial Companies)

The full text of the documentation which is to be submitted to the General Meeting and the draft resolutions are available in the document form at the address of the registered office of the Company at ul. Konstruktorska 11a, 02-673 Warsaw, at the Office of the Management Board (room 616), from 16 May 2016 to 13 June 2016, from 10.00 a.m. to 4 p.m. and in the electronic form in the PDF format on the website of the Company: www.mostostal.waw.pl.

 

6)      Website of the Company (art. 4022 item 6 of the Code of Commercial Companies)

Information relating to the General Meeting is made available at the following address of the website of the Company: www.mostostal.waw.pl.

 

7)      Certificate of attendance. List. List of Shareholders entitled to participate in the General Meeting (art. 4063  and art. 407 of the Code of Commercial Companies)

1. At the request of the Shareholder entitled to dematerialised bearer shares, notified no earlier than after making the announcement on convening the General Meeting and no later than on the first working day after the Record Date, i.e. between 17 May 2016 and 30 May 2016, the entity holding a securities account shall issue a named certificate of the right to participate in the General Meeting. The content of the certificate is specified in art. 4063 §3 of the Code of Commercial Companies.

2. At the request of the Shareholder entitled by virtue of the dematerialized bearer shares, a part or all shares recorded on their securities account should be indicated in the certificate.   

3. The list of Shareholders entitled by virtue of the bearer shares to participate in the General Meeting is determined by the Company on the basis of the list prepared by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna w Warszawie), on the basis of named certificates of the right to participate in the General Meeting issued by the entities holding securities accounts.

4. The List of Shareholders entitled to participate in the General Meeting will be displayed at the address of the registered office of the Company: ul. Konstruktorska 11a, 02-673 Warsaw, at the Office of the Management Board (room 616) from 8 June 2016, i.e. 3 working days prior to the date of the General Meeting until 13 June 2015. The Shareholder may request sending them the list of shareholders free of charge by electronic mail, providing address to which the list should be sent.

5. The persons entitled to participate in the General Meeting may obtain the full text of documentation which is to be presented at the General Meeting and draft resolutions in the registered office of the Company at the address: ul. Konstruktorska 11A, 02-673 Warsaw, room 616. This documentation in the PDF format will be also available on the website of the Company at the addresswww.mostostal.waw.pl.

  

 

The Management Board of Mostostal Warsaw SA in Warsaw.

 

Warsaw, 16 May 2016