Grupa Kapitałowa Grupa Azoty
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The Extraordinary General Meeting of Shareholders took place on 25th February 2019 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland in conference room No. 57/58 on the first floor.
A resolution was adopted to order a break in the General Meeting
until February 26, 2019 at 11:00 Objection to Resolution No. 4 was
raised by shareholders for the record in the minutes. On 26 February
2019 at 11:00 the debate was resumed. During the resumed after the
break, objections were raised to the minutes regarding resolutions 6 and
7.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.
Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1 of Grupa Azoty S.A.’s Articles of Association in conjunction with Art. 9.2.7 of the Rules of Procedure for the Management Board, the Management Board of Grupa Azoty S.A. of Tarnów (the „Company”), entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (paid up in full), hereby convenes an
EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.
to be held at
12:00 noon, on June 7th 2018
at the Company’s registered office: ul. Kwiatkowskiego 8, Tarnów, Poland,
conference room 57/58, 1st floor.
The total number of Grupa Azoty shares is 99,195,484. As at May 11th 2018, the number of votes attached to these shares is 99,195,484.
AGENDA:
1. Opening of the General Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Resolution to adopt amendments to the Articles of Association of Grupa Azoty S.A.
6. Resolution to adopt the ‘Rules for disposal of non-current assets of Grupa Azoty S.A.’.
7. Resolution to
adopt the Rules for recruitment and selection of members of the Management Board of Grupa Azoty S.A.
8. Resolution to adopt the Rules of Procedure for the General Meeting of Grupa Azoty Spółka Akcyjna of Tarnów.
9. Closing of the
General Meeting.
Right to participate in the General Meeting
Pursuant to Art. 4061.1 of the Commercial Companies Code, persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at May 22nd 2018 (the record date), have the right to participate in the Meeting. To ensure participation in the General Meeting, holders of rights under book-entry bearer shares should submit a request to the entity keeping their securities account for the issue of personal certificates confirming their right to participate in the General Meeting of Grupa Azoty S.A. Such requests should be submitted on or after the publication of the notice of the General Meeting, i.e. May 11th 2018, and no later than on the first weekday following the record date, i.e. May 23rd 2018. The certificates confirming the right to participate in the General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities in accordance with the laws and regulations governing trade in financial instruments. A list of shareholders entitled to participate in the Extraordinary General Meeting will be displayed at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Meeting, i.e. on June 4th, 5th and 6th 2018, from 8am to 3pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to the following Company email address: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Right to participate in the General Meeting through a proxy
Shareholders may participate in the Extraordinary
General Meeting of the Company and exercise their voting rights
personally or through a proxy. Persons acting on behalf of legal persons
should present valid excerpts from relevant
registers specifying persons authorised to represent the
legal persons.
A proxy may exercise all the shareholder’s rights at
the Extraordinary General Meeting, unless the power of proxy states
otherwise. A proxy may grant further powers of proxy if permitted to do
so under their power of proxy. A proxy
may represent multiple shareholders and vote the shares of
each shareholder differently. A shareholder whose shares are registered
in more than one securities account may appoint a separate proxy to
exercise the rights attached to the shares
registered in each account. A shareholder whose shares are
registered in an omnibus account may appoint separate proxies to
exercise the rights attached to the shares registered in that account.
A power of proxy to participate in the Extraordinary
General Meeting of Grupa Azoty S.A. and exercise voting rights must be
in written or electronic form. As of the date of this notice, the
Company makes a form of electronic power of
proxy available for downloading from www.grupaazoty.com.
The grant of a power of proxy in electronic form must be notified to the
Company using electronic means of communication. Along with the
notification of granting a power of proxy in
electronic form, the shareholder must send in scanned
copies of the granted power of proxy, ID cards, passports or other
documents enabling identification of the shareholder as the principal
and of the appointed proxy. Where the power of
proxy is granted by a legal person or an organisation
referred to in Art. 33[1] of the Civil Code, a scanned copy of the
principal’s entry in the relevant register must also be submitted. Where
the proxy is a legal person or an organisation
referred to in Art. 33[1] of the Civil Code, a scanned
copy of the proxy’s entry in the relevant register must also be
submitted. Any documents submitted via electronic means and originally
prepared in a foreign language should be accompanied
by a certified translation into Polish. All the above
documents should be sent in to: ##lpact.ipgcdl#at#vgjeppodin.rdb##.
Together with a notification of granting a power of proxy, the
shareholder
sends in an email address through which the Company will
be able to communicate with the shareholder and the proxy. The Company
may take appropriate steps aimed at identifying the shareholder and the
proxy. The identification procedure may
involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of
proxy has actually been granted. A power of proxy in electronic form
does not require a secure electronic signature
verifiable by means of a valid qualified certificate.
The procedure for identification of the principal
applies accordingly to a notification of revoking a power of proxy.
Proxy appointment or revocation notifications which are not compliant
with the requirements set out above have no
legal effect with respect to the Company.
It is the shareholder who decides on the way of
granting a power of proxy and the Company is not liable for any errors
in filled-in forms or actions by the holders of powers of proxy. Sending
in the above documents in electronic form
does not release the proxy from the obligation to produce
his/her identification documents when the attendance list of persons
authorised to participate in the Extraordinary General Meeting of the
Company is being prepared.
Shareholders’ right to request that a certain matter be placed on the agenda of the Extraordinary General Meeting
A shareholder or shareholders representing at least one-twentieth of the Company’s share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Meeting, that is by May 17th 2018. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
Shareholders’ right to propose draft resolutions
A shareholder or shareholders representing at
least one-twentieth of the share capital may submit, prior to the
scheduled date of the Extraordinary General Meeting, draft resolutions
on matters which have been or are to be placed
on the agenda. Such draft resolutions may be sent in
electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa
Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.
During the Extraordinary General Meeting, any
shareholder may submit draft resolutions on matters placed on the
agenda. Such draft resolutions should be in the Polish language.
Electronic communications
The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.
Access to documents
Documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company’s registered office and on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the General Meeting. Additionally, draft resolutions and documents to be discussed at the General Meeting, relevant to the resolutions to be voted on and not published earlier, will be published pursuant to the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018(Dz.U. of 2018, item 757). Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.
Corporate website
Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.
Legal basis: Par. 19.1.1 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018(Dz.U. of 2018, item 757).
Draft amendments to the Articles of Association of Grupa Azoty S.A. (item 5 of the agenda)
The Extraordinary General Meeting resolves to make the following amendments to the Articles of Association of GRUPA AZOTY S.A.:
I. The existing wording of Art. 33.3 of the Articles of Association, reading:
3. The Supervisory Board shall appoint the Audit Committee from among its members. The tasks of the Audit Committee should be defined in compliance with applicable laws. A majority of the Audit Committee members, including its chairperson, should meet the independence criteria defined in applicable laws, and at least one member of the Audit Committee should have expertise and competence in accounting or auditing of financial statements. The Audit Committee members should also have the knowledge of and the skills required in the industry in which the Company operates.
shall be amended to read as follows:
3. The Supervisory Board shall appoint the Audit Committee from among its members. The tasks of the Audit Committee should be defined in compliance with applicable laws. A majority of the Audit Committee members, including its chairperson, should meet the independence criteria defined in applicable laws, and at least one member of the Audit Committee should have expertise and competence in accounting or auditing of financial statements. The Audit Committee members should also have the knowledge of and skills required in the industry in which the Company operates. This requirement shall be deemed met if at least one Audit Committee member has such knowledge and skills or individual members have the knowledge and skills specific to different aspects of the industry in which the Company operates.
II. The existing wording of Art. 34.4 of the Articles of Association, reading:
4. At least two members of the Supervisory Board shall be independent members that meet all of the independence criteria set out in Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (EU OJ L 52/52 of 2005).
shall be amended to read as follows:
4. At least two (2) members of the Supervisory Board should meet the independence criteria defined in applicable laws, at least one (1) member of the Supervisory Board should have expertise and competence in accounting or auditing of financial statements, and at least one (1) member of the Supervisory Board should have the knowledge of and skills required in the industry in which the Company operates.
III. In Art. 34 of the Articles of Association, after Art. 34.4, new Art. 34.5 shall be added, reading as follows:
5. If the number of Supervisory Board members meeting the specific criteria defined in Art. 34.4 falls below the required number, the Management Board shall promptly convene a General Meeting whose agenda shall include changes to the composition of the Supervisory Board. Until the number of members of the Supervisory Board is changed to meet the requirements stipulated in the Articles of Association, the Supervisory Board shall operate in its then current composition.
IV. The existing wording of Art. 35.1 of the Articles of Association, reading:
1. In the composition of the Supervisory Board there are members elected by the Company employees pursuant to Art. 14 of the Act on Commercialisation and Certain Employee Rights.
shall be amended to read as follows:
1. In the composition of the Supervisory Board there are members elected pursuant to Art. 14 of the Act on Commercialisation and Certain Employee Rights.
The Extraordinary General Meeting of Shareholders took place on 7th December 2017 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Objection to Resolution No. 3 was raised by shareholders for the record in the minutes
The Extraordinary General Meeting of Shareholders took place at 12:00 on 2nd December 2016 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Objections to Resolutions No. 2, 5, 6, and 8 were raised by shareholders for the record in the minutes.
During the Extraordinary General Meeting, draft resolutions were submitted concerning item 7 of the agenda of the Extraordinary General Meeting, i.e. “Adoption of resolutions to determine the remuneration of members of the Company’s Supervisory Board” and convening of an Extraordinary General Meeting of the Company.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 1st February 2016 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Acting in line with its Rules of Procedure, the Extraordinary General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Also, the Extraordinary General Meeting did not adopt a resolution to appoint its Chair, because the Chair was elected by acclamation, as permitted under the Rules of Procedure for the General Meeting. No objections were raised by any of the shareholders for the record in the minutes.
The Annual General Meeting of Grupa Azoty S.A. took place on June 18th 2015 at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
Acting in line with its Rules of Procedure, the Annual General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Objections to Resolutions No. 3, 4 and 6 were raised by shareholders for the record in the minutes.
The Annual General Meeting took place on June 10th 2014, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.
Acting in line with its Rules of Procedure, the Annual General Meeting resolved not to consider item 5 of the agenda − Appointment of the Ballot Counting Committee, given that the votes were counted electronically by the technical support staff.
Also, the Annual General Meeting did not adopt a resolution to appoint its Chair, because the Chair was elected by acclamation, as permitted under the Rules of Procedure for the General Meeting. No objections were raised by any of the shareholders for the record in the minutes.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 3rd June 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Further to the decision of the Chairwoman of the Extraordinary General Meeting, considering point 5 of the Agenda was cancelled due to electronic voting with the use of the computer system, mentioned in paragraph 34 of the Regulations of the General Meeting.
During the Extraordinary General Meeting a proxy of a Shareholder – the European Bank for Reconstruction and Development - submitted an application to remove point 6 of the Agenda “Adopting a resolution on dismissal a Member of the Supervisory Board” which was put on the Agenda at the request of this Shareholder.
During the Extraordinary General Meeting an objection was raised against resolution No. 3 of the protocol.
The Annual General Meeting of Shareholders took place at 12:00 on 17th April 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Annual General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Annual General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 8th March 2013 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Further to the decision of the Chairman of the Extraordinary General Meeting, considering point 5 of the agenda was cancelled due to electronic voting with the use of the computer system, mentioned in paragraph 34 of the Regulations of the General Meeting.
During the proceedings of the Extraordinary General Meeting resolutions no. 6, 9 and 10 of the protocol were objected.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 14th July 2012 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
Further to the decision of the Chairman of the Extraordinary General Meeting, considering point 5 of the agenda was cancelled due to electronic voting with the use of the computer system, mentioned in paragraph 34 of the Regulations of the General Meeting.
During the proceedings of the Extraordinary General Meeting resolutions no. 1, 2, 3 and 4 of the protocol were objected.
The Annual General Meeting of Shareholders took place at 11:00 on 27th April 2012 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Annual General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Annual General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 11:00 on 13th January 2012 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 11:00 on 18th October 2011 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Annual General Meeting of Shareholders took place at 11:00 on 14th June 2011 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Annual General Meeting of Shareholders did not decline to consider any item of the planned agenda.
The Extraordinary General Meeting of Shareholders took place at 10:00 on 18th May 2011 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 22nd December 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 19th November 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 4th October 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Annual General Meeting of Shareholders took place at 12:00 on 23rd June 2010 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Annual General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Annual General Meeting of Shareholders
The Extraordinary General Meeting of Shareholders took place at 12:00 on 15th December 2009 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.
The Extraordinary General Meeting of Shareholders took place at 12:00 on 21st October 2009 at the registered office of the Company at the following address: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
The Extraordinary General Meeting of Shareholders did not decline to consider any item of the planned agenda.
No objections were entered to the minutes during the session of the Extraordinary General Meeting of Shareholders.