Current Report No.: 10/2020
Legal basis: Art. 56 item 1 point 2 Act on Public Offering – current and periodic information.
The Management Board of Boryszew Spółka Akcyjna with its registered office in Warsaw (the “Company”), acting pursuant to art. 399 § 1, 402 (1) and 402 (2) of the Commercial Companies Code (“KSH”) and § 13 section 1 of the Company’s Articles of Association convenes the Extraordinary General Meeting of Boryszew SA, which will take place on June 15, 2020 in Warsaw at Foksal Street 6 at 12.00, with the following agenda:
- Opening of the General Meeting.
- Election of the Chairman of the General Meeting.
- Confirmation that the General Meeting has been properly convened and is able to adopt resolutions.
- Adoption of the agenda of the General Meeting.
- Election of the Returning Committee.
- Adoption of a resolution regarding the merger of Boryszew S.A. (as the Acquiring Company) with SPV Boryszew 3 Spółka z o.o. (as the Acquired Company).
- Adoption of resolutions regarding changes in the composition of the Company’s Supervisory Board.
- Closing the meeting.
The right to participate in the Extraordinary General Meeting.
Pursuant to Art. 406 (1) § 1 of the CCC, persons who are shareholders of the Company 16 days before the date of the General Meeting, i.e. on May 30, 2020 (date of registration of participation in the Extraordinary General Meeting) have the right to participate in the Extraordinary General Meeting. In accordance with art. 406 (3) § 2 of the CCC, in order to ensure participation in the Extraordinary General Meeting, a shareholder entitled from dematerialized bearer shares should demand, not earlier than after the announcement of the convening of the Extraordinary General Meeting, i.e. not earlier than on May 19, 2020 and no later than on the first working day after the date of registration of participation in the Extraordinary General Meeting, i.e. on June 1, 2020, from the entity maintaining the securities account on which the shares of the given shareholder are registered, issuing a personal certificate of the right to participate in the General Meeting.
The right to request that certain matters be placed on the agenda of the Extraordinary General Meeting.
According to art. 401 § 1 of the Commercial Companies Code, a shareholder or shareholders representing at least one twentieth (5%) of the share capital may request that specific matters be placed on the agenda of the Extraordinary General Meeting. The request should be submitted to the management board no later than 21 days before the scheduled date of the Meeting, i.e. by May 25, 2020.The request should include a justification or a draft resolution regarding the proposed item on the agenda. The Management Board immediately, however not later than 18 days before the scheduled date of the General Meeting, i.e. until May 27, 2020, announces changes to the agenda introduced at the request of shareholders. The announcement is made in a manner appropriate for convening the General Meeting. Requests should be sent to the company’s headquarters address or in electronic form to the address: p.toklowicz@boryszew.com , m.goczynska@boryszew.com.
The request is accompanied by documents confirming the right to submit this request.
The right to submit draft resolutions regarding items on the agenda or items to be included before the date of the General Meeting.
According to art. 401 § 4 of the Code of Commercial Companies, a shareholder or shareholders of the Company representing at least one twentieth (5%) of the share capital may, before the date of the General Meeting, submit to the Company in writing or by means of electronic communication draft resolutions regarding items on the agenda of the General Meeting or items that they are to be placed on the agenda.
The company immediately announces draft resolutions on its website. Draft resolutions along with justification should be sent to the Company’s registered office or in electronic form to the following address: p.toklowicz@boryszew.com, m.goczynska@boryszew.com
The right to submit draft resolutions regarding matters introduced to the agenda during the General Meeting.
According to art. 401 § 5 of the Commercial Companies Code, each shareholder may submit draft resolutions regarding items placed on the agenda during the General Meeting. In addition, the shareholder has the right to submit proposals for changes and additions to draft resolutions included in the agenda of the General Meeting – until the discussion on the item on the agenda covering the draft resolution to which the proposal relates is closed.
Exercise of voting rights by proxy.
- According to art. 412 § 1 of the CCC, shareholders may participate in the General Meeting of Boryszew S.A. and exercise voting rights in person or through proxies. The power of attorney should be granted in writing or in electronic form. Representatives of legal entities should present current copies of the relevant court registers listing the persons authorized to represent these entities. Persons not mentioned in the abovementioned copy should hold an appropriate power of attorney signed by persons authorized to represent the given entity.
- The power of attorney to participate in the General Meeting of the Company and exercise voting rights may be granted in electronic form. Granting a power of attorney in an electronic form does not require a secure electronic signature verified by a valid qualified certificate. Power of attorney granted in electronic form should ensure identification of the shareholder and the proxy.
- A power of attorney granted in electronic form should be sent to the email address: toklowicz@boryszew.com , m.goczynska@boryszew.com not later than 16:00 on the day preceding the day of the General Meeting (failure to notify the Company about the granting of a power of attorney in electronic form does not preclude the attorney from participating in the General Meeting based on the power of attorney granted in writing).
- Electronic power of attorney should be formulated in a separate document signed by the shareholder or a person authorized to represent the shareholder, sent as an attachment in PDF format to the e-mail address indicated in point 3 above. Obligatory together with the electronic power of attorney should be sent documents confirming the right of a given shareholder to participate in the General Meeting. The proxy is obliged to present the said power of attorney when preparing the attendance list.
- If a proxy at the General Meeting of Boryszew S.A. is a member of the Management Board, a member of the Supervisory Board or an employee of the Company, the power of attorney may authorize representation only at the General Meeting on a given day. The proxy is obliged to disclose to the shareholder the circumstances indicating the existence or the possibility of a conflict of interest. Further power of attorney is excluded. The proxy votes in accordance with the instructions given by the shareholder.
The full text of the documentation to be presented to the General Meeting and draft resolutions together with the justification of the Company’s Management Board and Supervisory Board regarding matters placed on the agenda or matters to be introduced to the agenda before the date of the General Meeting – it has been posted since the day of convening the General Meeting on the Company’s website www.boryszew.com/ogloszenie-walne. These documents are immediately updated in the event of changes being made in accordance with the provisions of the Commercial Companies Code.
A person authorized to participate in the General Meeting may obtain copies of the abovementioned documentation at the company’s headquarters.
The list of persons authorized to participate in the General Meeting, signed by the Management Board of the Company, will be available for inspection to the shareholders three weekdays before the Meeting at the Company’s headquarters in Warsaw at Aleje Jerozolimskie 92, from 09.00 to 16.00, on 9 days, 10 and 12 June 2020.
A shareholder may request that the list of shareholders be sent to him free of charge by email, specifying the address to which the list should be sent.
It is recommended that shareholders check whether they have been placed on the list of shareholders entitled to participate in the General Meeting.
The Company’s Articles of Association do not provide for the possibility of participation and making statements during the General Meeting by means of electronic communication, and the Regulations of the General Meeting do not provide for voting at the Meeting by correspondence or by means of electronic communication.
Risk related to the use of electronic forms of communication, in particular sending a request to put specific matters on the agenda of the General Meeting, submitting draft resolutions regarding items on the agenda or items to be put on the agenda before the date of the General Meeting and notifying the Company of appointing a proxy to the e-mail address indicated in this announcement lies with the shareholder.
Persons authorized to participate in the General Meeting are asked to register
directly in front of the meeting room 1 hour before the start of the meeting.
In matters not covered by this announcement, the provisions of the Commercial Companies Code and the Company’s Statute shall apply.
Information clause for Boryszew S.A. shareholders regarding the processing of personal data
According to art. 14 paragraph 1-2 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. on the protection of individuals with regard to the processing of personal data and on free movement of such data and repealing Directive 95/46 / EC (general regulation on data protection) (hereinafter the “GDPR”), the Company informs that in connection with the convening of the General Meeting, the Company will process the personal data of the Company’s shareholders, proxies entitled to vote, other entitled persons to exercise voting rights at the General Meeting and personal data disclosed during the Extraordinary General Meeting collectively referred to as “Shareholders” or “State”.
In connection with the above, the Company declares that:
The administrator of your personal data is Boryszew S.A. with its registered office in Warsaw, Aleje Jerozolimskie 92, 00 – 807 Warsaw, entered into the Register of Entrepreneurs kept by the District Court for M. St. Warszawy, XII Commercial Division of the National Court Register under number 0000063824.
For the protection of your personal data, you can contact the Company at the following e-mail address: rodo@boryszew.com or in writing to the Company’s registered office: Aleje Jerozolimskie 92, 00 – 807 Warsaw.
The Company will collect the personal data of persons entitled to participate in the General Meeting from the National Depository for Securities, respectively, or by submitting share documents in the Company, or otherwise in connection with the intention to participate or participation in the Extraordinary General Meeting and exercising voting rights , in accordance with 406 (3) § 1, 2, 3 and 5 of the CCC.
The Company processes (i) personal data identifying the Shareholder, such as name, surname, address of residence or service address and PESEL number, (ii) data contained in powers of attorney, (iii) data regarding shares and rights arising therefrom, such as: the number, type and numbers of shares and the number of votes, and (iv) – in cases where the Shareholders contact the Company electronically – e-mail address.
Purposes and basics of processing.
According to art. 6 clause 1 lit. c and f GDPR The Company will process the data of persons entitled to participate in the Extraordinary General Meeting in order to:
1. enable participation in the Extraordinary General Meeting of the Company;
2. proper implementation of tasks related to the service of natural persons holding Company shares – the legal basis for processing is the necessity of processing to fulfil the legal obligations incumbent on the Company, in particular:
a) arising from the Acton September 15, 2000, the Code of Commercial Companies, such as the signing by the Company’s Management Board of a list of shareholders entitled to participate in the Extraordinary General Meeting and displaying it on the premises of the Management Board for three weekdays before the General Meeting in order to make it available to other shareholders, to make write-offs < br /> and sending them to other shareholders (art. 407 § 1, 1 (1) and 2 CCC);
b) exercising the right to profit of a shareholder (347 CCC);
c) the information obligation specified in the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to organized trading, and on public companies; and
d) the information obligation specified in the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.
Data sharing
In connection with the processing of data of persons entitled to participate in the General Meeting for the purposes referred to above, the recipients of personal data may be other shareholders, in connection with their right to view the list of shareholders, in connection with with the listing of the list of shareholders at the premises of the Management Board and the right to receive a copy of this list, as well as the Polish Financial Supervision Authority, which according to art. 70 point 2 of the Act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies, a list of shareholders entitled to participate in this meeting is provided, specifying the number of shares and votes attached to each share . In addition, personal data of persons entitled to participate in the General Meeting may also be published in a current report, disclosed to the public, the Polish Financial Supervision Authority and forwarded to the Warsaw Stock Exchange when, pursuant to art. 70 point 3 of the Act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies, such persons would have at least 5% of the number of votes at the General Meeting. Data recipients are also entities processing data on behalf of Companies involved in the organization of the General Meeting.
Personal data of persons entitled to participate in the General Meeting will be processed for the duration of the obligation to store them for the purposes set out above, and after that for the period and to the extent required by applicable law, including in particular tax law provisions on accounting and in the period in which it is possible to pursue claims related in particular to the exercise of the shareholders’ right to profit.
Rights of data subjects.
Pursuant to the GDPR, persons entitled to participate in the General Meeting have:
- The right to access their data and receive a copy thereof;
- The right to rectify (correct) your data;
- The right to remove, limit or object to their processing;
- The right to transfer data;
- The right to lodge a complaint with a supervisory authority.
Basis for requesting data.
Providing personal data of persons authorized to participate in the General Meeting is necessary to achieve the purposes set out above. Without providing the data of persons authorized to participate in the General Meeting, he cannot achieve these goals.
Detailed legal basis:
§ 19 section 1 point 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state member state (Journal of Laws of 2018, item 757).
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.