Report No 3_Announcement of convening the Ordinary General Meeting of Shareholders of the Company for 20 April 2015

1. Date, time and venue of the General Meeting and its detailed agenda

(Article 4022(1) of the Code of Commercial Companies and Partnerships)

The Management Board of Mostostal Warszawa Spółka Akcyjna having its registered office in Warsaw (hereinafter the “Company”), at ul. Konstruktorska 11a, 02-673 Warszawa, entered into the register of business entities of the National Court Register, maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division, under number 0000008820, NIP (tax identification number) 526-020-49-95, share capital in the amount of PLN 20,000,000 (say: twenty million zlotys) (hereinafter: the “Company”)pursuant to Article 399 § 1 of the Code of Commercial Companies and Partnerships and Article 4021 and 4022 of the Code of Commercial Companies and Partnerships and § 14(1) of the Articles of Association of the Company, hereby convenes the Ordinary General Meeting for 20 April 2015 at 12.00 at the Company’s registered office: ul. Konstruktorska 11a, 02-673 Warsaw, with the following agenda:

1. Opening of the meeting and the election of the Chairman of the General Meeting.
2. Stating that the General Meeting has been duly convened and is capable of adopting resolutions.
3. Consideration and approval of the report on the Company’s operations in 2014, of the Company’s financial statements for 2014, of the reports on the operations of the Group in 2014 and the consolidated financial statements for 2014.
4. Consideration and approval of the report on the activities of the Supervisory Board of Mostostal Warszawa S.A., and of the assessment prepared by the Supervisory Board of Mostostal Warszawa S.A. of the work of the Supervisory Board for the financial year 2014.
5. Granting vote of acceptance to the members of the Supervisory Board and members of the Management Board of the Company, confirming the discharge of their duties for 2014.
6. Adopting a resolution on the distribution of profits or the offsetting of losses for 2014.
7. Closing of the meeting.

a description of the procedures concerning participation in the General Meeting and exercise of the voting right (Article 4022(2) of the Code of Commercial Companies and Partnerships)


a) The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may request that certain matters be put on the agenda of the General Meeting. The request shall be submitted 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. not later than on 30 March 2015. The request shall include a justification or a draft resolution concerning the proposed item on the agenda. The request may be submitted in electronic form and should be sent to the following e-mail address of the Company: WZA@mostostal.waw.pl. The Management Board of the Company shall immediately, not later, however, than 18 (eighteen) days prior to the scheduled date of the General Meeting, announce changes to the agenda made at the request of Shareholders, i.e. not later than on 2 April 2015. The announcement shall be made in the manner applicable to convening the General Meeting.
The shareholder or shareholders referred to above should prove that they hold adequate number of shares as at the date of the request, by enclosing, with the request, a deposit certificate (-s) or a registered certificate confirming the right to participate in the General Meeting, issued by the entity keeping the securities account in accordance with the regulations on trading in financial instruments, and for shareholders being legal entities and partnerships, they should also confirm their authorisation to act on behalf of such entity by enclosing a current official copy of the entry in the National Court Register (KRS) or for shareholders being natural persons – a copy of the document confirming the identity of the shareholder. For shareholders making a request using electronic means of communication, documents should be sent in PDF format.
b) The Shareholder or Shareholders representing at least 1/20 (one twentieth) of the share capital may, prior to the scheduled date of the General Meeting, submit to the Company, in writing or by means of electronic communication, draft resolutions, with justification, concerning the matters put on the agenda of the General Meeting or matters to be put on the agenda. Draft resolutions should be sent to the following e-mail address of the Company: WZA@mostostal.waw.pl. The Company shall immediately announce the draft resolutions on its website.
The shareholder or shareholders referred to above should prove that they hold adequate number of shares as at the date of the request, by enclosing, with the request, a deposit certificate (-s) or a registered certificate confirming the right to participate in the General Meeting, issued by the entity keeping the securities account in accordance with the regulations on trading in financial instruments, and for shareholders being legal entities and partnerships, they should also confirm their authorisation to act on behalf of such entity by enclosing a current official copy of the entry in the National Court Register (KRS) or for shareholders being natural persons – a copy of the document confirming the identity of the shareholder. For shareholders submitting draft resolutions using electronic means of communication, documents should be sent in PDF format.
c) Each shareholder may, during the General Meeting, submit draft resolutions concerning matters put on the agenda.

d) 1. The shareholder may vote differently in respect of each of the shares held.
2. A Shareholder may participate in the General Meeting and exercise his voting right personally or by proxy. The right to appoint a proxy at the General Meeting and the number of proxies shall not be subject to limitations. A model form enabling one to exercise one’s voting right by proxy, containing the information specified in Article 4023 of the Code of Commercial Companies and Partnerships has been published on the website: www.mostostal.waw.pl
3. A proxy shall exercise all rights of the shareholder at the General Meeting, unless the text of the proxy provides otherwise.
4. A proxy may grant a sub-proxy if this results from the text of the proxy.

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5. A proxy may represent more than one Shareholder and vote differently from each Shareholder’s shares.
6. The Shareholder holding shares recorded on multiple securities accounts may appoint separate proxies to exercise rights attached to the shares recorded on each account.
7. A proxy to participate in the General Meeting and to exercise the voting right shall require being granted such in writing or in electronic form. Granting the proxy in electronic form shall not require to be provided with an advanced electronic signature verifiable by means of a valid qualified certificate.
8. The Shareholder shall notify the Company not later than one day prior to the date for which the General Meeting has been convened, of granting a proxy in electronic form, by sending, to the following e-mail address of the Company: WZA@mostostal.waw.pl, a proxy in PDF format, prepared on the proxy form made available by the Company, and legibly signed by the Shareholder or the person/persons authorized to represent the Shareholder. For Shareholders upon whom the laws confer legal personality, a current official copy of the entry in the relevant register should be sent in PDF format along with the proxy. The objective of the above method is to identify, at least in a limited manner, the Shareholder and his proxy, and to verify the validity of the proxy.
The Shareholder shall bear the risk associated with granting a proxy and notifying the Company of its granting in electronic form in a different manner than indicated in paragraph 8.
9. The above procedure shall apply accordingly to revocation of a proxy granted.

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10. The Shareholder or the Shareholder’s proxy must hold a photo ID confirming his identity and show such ID at every request of the Company or the Chairman of the General Meeting.
11. If the proxy at the General Meeting is a member of the Management Board, a member of the Supervisory Board, an employee of the Company or a member of the bodies or an employee of the Company’s subsidiary, the proxy granted may authorize such person to representation only at one General Meeting. The proxy shall be obliged to disclose to the Shareholder any circumstances indicating the existence or the possibility of arising of a conflict of interests. Granting a sub-proxy shall be excluded. The proxy referred to above shall vote in accordance with instructions given by the Shareholder.
12. The shareholder shall not, either personally or by proxy, vote on the adoption of resolutions concerning his accountability to the Company on whatever account, including on granting him a vote of acceptance, release from an obligation to the Company, or a dispute between him and the Company.
e) The Articles of Association of the Company do not provide for the participating in the General Meeting by electronic communication means.
f) The Articles of Association of the Company do not provide for addressing the General Meeting by electronic communication means.
g) The Rules of Procedure of the General Meeting of the Company do not provide for the exercising of the voting right by correspondence or by electronic communication means.
h) A Shareholder may request to be issued copies of motions on matters included in the agenda one week before the General Meeting.

3) The record date (Article 4022(3) of the Code of Commercial Companies and Partnerships)
The record date in accordance with Article 4061 of the Code of Commercial Companies and Partnerships is 4 April 2015.

4) Information about the right to participate in the General Meeting (Article 4022(4) of the Code of Commercial Companies and Partnerships)
The right to participate in the General Meeting shall be enjoyed only by persons being shareholders of the Company 16 (sixteen) days before the date of the General Meeting (date of a General Meeting participation registration), i.e. persons for whom the shares of the Company are entered on their securities account as at 4 April 2015.
Such persons shall, not earlier than following this announcement of convening the General Meeting (i.e. not earlier than 24 March 2014) and not later than by 7 April 2015 (the first business day after the Record Date), request the entity keeping the securities account to issue a registered certificate confirming the right to participate in the General Meeting.

5) Access to documents and draft resolutions (Article 4022(5) of the Code of Commercial Companies and Partnerships)
The full text of the documents to be presented to the General Meeting and draft resolutions are available in the documentary form at the Company’s registered office address at ul. Konstruktorska 11a, 02-673 Warszawa, in the Office of the Management Board (room 616), from 24 March 2015 until 20 April 2015, from 10.00 am to 4.00 pm and electronically in PDF format on the Company’s website: www.mostostal.waw.pl.

6) The Company’s website (Article 4022(6) of the Code of Commercial Companies and Partnerships)
The information regarding the General Meeting is available at the following website address of the Company: www.mostostal.waw.pl.

7) A certificate of participation. List. The list of Shareholders entitled to participate in the General Meeting (Article 4063 and Article 407 of the Code of Commercial Companies and Partnerships)
1. At the request of the Shareholder entitled under dematerialized bearer shares made not earlier than after the announcement of convening the General Meeting and not later than on the first business day after the date of a General Meeting participation registration, i.e. between 24 March 2015 and 7 April 2015, the entity keeping the securities account shall issue a registered certificate confirming the right to participate in the General Meeting. The content of the certificate is defined in Article 4063 §3 of the Code of Commercial Companies and Partnerships.
2. At the request of the Shareholder entitled under dematerialized bearer shares, the certificate shall indicate part or all of the shares registered in his securities account.
3. The list of Shareholders entitled, under the rights attached to bearer shares, to participate in the General Meeting of the Company shall be established on the basis of a list prepared by Krajowy Depozyt Papierów Wartościowych SA in Warsaw, and prepared on the basis of registered certificated issued by entities keeping securities accounts, confirming the right to participate in the General Meeting.
4. The list of Shareholders entitled to participate in the General Meeting will be laid out at the Company’s registered office address, i.e.: ul. Konstruktorska 11a, 02-673 Warszawa, in the Office of the Management Board (room 616), from 15 April 2015, i.e. 3 business days before the General Meeting until 20 April 2015. The shareholder may request that the list of shareholders be sent to him by electronic mail, free of charge, provided that he identifies the address to which the list should be sent.
5. Persons entitled to participate in the General Meeting may obtain the full text of documents to be presented at the General Meeting and draft resolutions at the Company’s registered office at the following address: ul. Konstruktorska 11A, 02-673 Warszawa, room 616. These documents in PDF format will also be available on the Company’s website at www.mostostal.waw.pl.

The General Meeting will be broadcast in real time on the Company’s website.


The Management Board of Mostostal Warszawa SA in Warsaw

Warsaw, 24 March 2015

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