Announcement of convening the Ordinary General Shareholders’ Meeting of KRAKCHEMIA S.A.
I. Date and place of convening of the Ordinary General Shareholders’ Meeting of Krakchemia S.A.
The Management Board of KRAKCHEMIA Spółka Akcyjna with its registered office in Kraków, at ul. Powstania Listopadowego 14, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Department of the National Court Register under the NCR number 0000217348 (hereinafter also referred to as the "Company"), pursuant to Article 399 § 1 in conjunction with Article 4021 1 § of the Code of Commercial Companies, hereby convenes an Ordinary General Shareholders’ Meeting of the Company (hereinafter also referred to as the "General Meeting") on 7 June 2022, at 12.00, which will be held at the Company's registered office, in Kraków, at ul. Powstania Listopadowego 14.
II. Detailed agenda of the General Meeting
The Management Board of the Company convenes a General Meeting with the following agenda:
III. Description of the procedures concerning participation in the General Meeting and exercise of the voting rights, and information on the date of registration for General Meeting participation
Pursuant to Article 4022 of the Code of Commercial Companies the Management Board provides information concerning participation in the Company's General Meeting:
a) Shareholder's right to request the inclusion of specific matters in the agenda of the Company's General Shareholders’ Meeting
Shareholders representing at least 1/20 of the share capital are entitled to request the inclusion of particular matters in the General Shareholders Meeting agenda. The request should be submitted to the Management Board of KRAKCHEMIA S.A. no later than 21 days before the designated date of the General Meeting. The request should contain a justification or draft resolution regarding the proposed agenda item. The request may be submitted in writing at the Company's registered office (Kraków, ul. Powstania Listopadowego 14), or in the electronic form only to the following e-mail address: wza@krakchemia.com.pl
The shareholder should indicate that they are in the possession of the required number of shares as on the date of the request, i.e. they should enclose the certificate of shares or the certificate granting the right of participation in the General Meeting together with the request. In case of legal persons and organisational entities without legal personality, it is also necessary to demonstrate the right to act as a proxy on behalf of this entity through enclosing an up-to-date copy of a registry appropriate for the given entity.
In the case of shareholders submitting a request using electronic means of communication, the documents should be sent in PDF format.
Requests made by shareholders using electronic means of communication in a manner other than via the e-mail address indicated above or without complying with the requirements set out above, shall not have legal effects on the Company and as such shall not be considered.
The Management Board of the Company shall immediately, but no later than 18 days before the designated date of the General Meeting, announce changes to the agenda, introduced at the request of the Shareholder or Shareholders. The announcement of the new agenda will be posted on the Company's website www.krakchemia.com.pl and published in the form of a current report.
b) Shareholder's right to submit draft resolutions on matters included in the General Meeting agenda or matters to be included in the agenda before the date of the general meeting.
Shareholders representing at least 1/20 of the share capital may submit draft resolutions concerning matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The requests should be submitted in the written form at the Company's seat (Kraków, ul. Powstania Listopadowego 14) or using electronic means of communication (in the manner and at the e-mail address presented in point a above).
Draft resolutions submitted by shareholders using electronic means of communication in a manner other than via the e-mail address indicated above or without complying with the requirements set out above, do not have legal effects with regard to the Company.
c) Shareholder’s right to submit draft resolutions on matters included in the agenda during the General Meeting
Each of the shareholders entitled to participate in the General Meeting may introduce drafts of resolutions concerning matters included in the agenda during the General Meeting.
d) Exercising voting rights by proxy
A shareholder may participate in the General Meeting and execute their voting right in person or through a proxy. A template of the form for the exercise of the right to vote by proxy was published on the website: www.krakchemia.com.pl
The proxy is not obliged to vote using the above-mentioned form.
If the Shareholder's 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 a subsidiary of the Company, the power of attorney granted to them may authorize them to represent the Shareholder at only one General Meeting. The Proxy is obliged to disclose to the Shareholder any circumstances indicating the existence or possibility of a conflict of interest. The further granting of the power of attorney is then excluded.
The power of attorney for proxy voting should be granted in writing or in the electronic form. The granting of the power of attorney in the electronic form does not require a secure electronic signature verified by a valid qualified certificate.
A power of attorney drawn up in a foreign language should be translated into Polish by a sworn translator. A power of attorney not translated by a sworn translator into Polish does not produce legal effects. However, if the power of attorney has been drawn up simultaneously in a foreign language and in Polish, a sworn translation is not required, and the Polish version will be binding for the Company.
The shareholder is obliged to send the Company a notice of granting the power of attorney in the electronic form to the e-mail address wza@krakchemia.com.pl no later than by 10:00 a.m. Polish time on 7 June 2022.
In the event a notice on the granting of a power of attorney is sent in electronic form, the shareholder or a person entitled to participate in the general meeting shall simultaneously send the following documents to the e-mail address indicated above:
1) scan of the deposit certificate concerning the Company's shares or notification of the right to participate in the Company's general meeting,
2) text or scan of the granted power of attorney, containing data of the person granting the right or persons acting on their behalf in accordance with the representation rules in force with regard to the person granting the right,
3) scan of an identity card or passport of a natural person acting as a proxy (containing data enabling the identification of the holder, with the possibility of blurring or deleting the photo and personal data other than names, PESEL number, number and series of the identity card, date of issue and expiry of the identity card, designation of the authority issuing the document),
4) scan of an excerpt from a register appropriate for a proxy that is a legal person or an organizational unit without legal personality,
5) email address for communication with the shareholder or their proxy
The above provisions shall apply accordingly to the notice of revocation of the power of attorney in the electronic form.
Notices transferred by the shareholders in a manner other than through the aforementioned e-mail address or without complying with the requirements outlined above, shall not have legal effects with regard to the Company.
Shareholders will be allowed to participate in the General Meeting upon the presentation of an identity card, and proxies upon the presentation of an identity card accompanied by a valid power of attorney granted in writing or in electronic form (the proxy should present a printout of the power of attorney).
Representatives of legal persons or entities without legal personality are additionally obliged to present up-to-date excerpts from appropriate registers, naming the persons authorized to represent these entities.
At the same time, the Management Board informs that if the Shareholder grants a power of attorney together with a voting instruction, the Company will not verify whether the proxies exercise the voting right in accordance with the instructions received from the shareholders. In connection with the above, the Company informs that the voting instruction should only be provided to the proxy.
e) Information on the possibility and manner of participation in the General Meeting with the use of electronic means of communication
The Company does not provide for the possibility of participation in the General Meeting via the use of electronic means of communication.
f) Information on the manner of speaking at the General Meeting with the use of electronic means of communication
The Company does not provide for the possibility of speaking at the General Meeting with the use of electronic means of communication.
g) Information on the manner of exercising the voting right at the General Meeting by correspondence or with the use of electronic means of communication
The Company does not provide for the possibility of exercising the voting right with the use of electronic means of communication.
The Rules of Procedure of the General Meeting of the Company do not provide for the possibility of exercising the voting right by correspondence.
h) Date of registration of participation in the General Meeting
The date of registration of participation in the General Meeting is 22 May 2022.
Pursuant to Article 4061 § 1 of the Code of Commercial Companies, the date for registration of participation in the General Meeting falls on 16 days before the date of the General Meeting.
The right to participate in the General Meeting is granted to persons who:
Pledgees and users with voting rights shall be entitled to participate in the general meeting of a public company, if the establishment of a limited property right in their favor is registered in the securities account on the date of registration of participation in the General Meeting.
In order to participate in the General Meeting, holders of shares, pledgees and users entitled to voting should request the entity maintaining the securities account to issue a personal certificate of the right to participate in the General Meeting. This should be done no earlier than after the announcement of the convening of the General Meeting and no later than on the first business day after the date of registration of participation in the General Meeting. The certificate should contain all the information referred to in Article 4063 § 1 of the Code of Commercial Companies, i.e.:
The list of holders of shares, pledgees, and users entitled to voting, who are authorized to participate in the General Meeting based on the aforementioned shares shall be determined by the Company on the basis of a list prepared by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) in accordance with the provisions on trading in financial instruments.
i) List of shareholders entitled to participate in the General Meeting
On the days of 2, 3 and 6 June 2022, from 9 a.m to 3 p.m, at the registered office of KRAKCHEMIA S.A. (Kraków, ul. Powstania Listopadowego 14), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. Any shareholder is entitled to request the list to be sent to their electronic email address.
j) Shareholder's right to submit questions concerning the matters included in the agenda of the Company's General Shareholders’ Meeting
Shareholders are entitled to submit questions concerning the matters included in the agenda of the Company's General Shareholders’ Meeting.
The responses of the Members of the Management Board to questions during the General Meeting shall be made taking into account the fact that the Company's information obligations are performed in a manner resulting from the generally applicable provisions governing the manner of fulfillment of these obligations, and the provision of certain information does not have to be performed in a manner other than resulting from these provisions.
Pursuant to Article 428 of the Code of Commercial Companies, during the General Meeting, the Management Board of the Company is obliged to provide the shareholder, at their request, with information regarding the Company, if it is justified for the assessment of a matter included in the agenda. In this case, the Management Board of the Company may provide information in writing outside the General Meeting, if there are important reasons for doing so. The Management Board of the Company is obliged to provide information no later than within two weeks from the date of submission of a request during the General Meeting.
The Management Board of the Company refuses to provide information if such an action could cause damage to the Company, its affiliated company or a subsidiary company or cooperative, in particular through the disclosure of the company's technical, commercial or organizational secrets. In addition, a member of the Management Board may refuse to provide information if such provision of information could constitute the basis for their criminal, civil or administrative liability.
IV. Information on the place and manner of obtaining information about the General Meeting, along with information on the address of the website on which information about the General Meeting will be made available.
All persons authorized to participate in the General Meeting may obtain the full text of the documents to be presented at the General Meeting along with draft resolutions at the registered office of KRAKCHEMIA S.A. (Kraków, ul. Powstania Listopadowego 14) or at the company's website: www.krakchemia.com.pl.
KRAKCHEMIA S.A. will make all information concerning the General Meeting available at the Company's website at: www.krakchemia.com.pl.
V. Information on the total number of shares of the Company and the total number of votes from the shares as of the day of announcement of convening the General Meeting
The share capital of the Company amounts to PLN 9,000,000.00 and is divided into 9,000,000 shares with a face value of PLN 1.00 each, with each share represented by one vote at the general meeting of the Company. The total number of votes from the Company's shares is 9,000,000.
The Management Board of KRAKCHEMIA S.A.