Current Report No. 20/2013

Current Report No. 20/2013 — 29.05.2013 19:13

Convening the Ordinary General Meeting of the Company

The Management Board of the Atende S.A. (the ′Company′) with its headquarters in Warsaw, acting on the basis of Art. 399 para. 1, Art. 4021 para. 1 and 2 of the Commercial Companies Code and Art. 4022 CCC convene an Ordinary General Meeting on June 25th, 2013 at 11:00 a.m. at the Company's registered office at ul. Grochowska 21a in Warsaw, with the following agenda:

Opening of the Ordinary General Meeting;

Election of the Chair of the Ordinary General Meeting;

Determination of the ability of the General Meeting to adopt resolutions;

Adoption of the agenda;

Presentation of the reports of the Supervisory Board assessing (a) the Management Board of the Company, (b) the financial statements of the Company, (c) the Board's proposal for distribution of profit for 2012, (d) Report on the operations of the Atende Group S.A. in 2012, (e) of the consolidated financial statements of Atende S.A. for the year 2012, and (f) the Company’s condition in 2012;

Review and approval of the Management Board report on the activities of the Company for 2012;

Review and approval of the Management Board report on the activities of the Atende S.A. Capital Group for 2012;

Review and approval of the financial statements of the Company for 2012;

Review and approval of the consolidated financial statements of the Atende S.A. Capital Group for the year 2012;

Company’s profit distribution for the year 2012;

Acknowledgement of the fulfillment of duties by members of the Management Board in the year 2012;

Acknowledgement of the fulfillment of duties by members of the Supervisory Board in the year 2012;

Determination of the number of elected members of the Supervisory Board and election of members of the Supervisory Board for a new term;

Amendments to the Articles of Association;

Amendments to the Regulations of the Supervisory Board;

Closing of the meeting.

The Management Board hereby announces the proposed amendments to the Articles of Association:

The current wording of § 21 section 1 reading:

′The Supervisory Board shall be composed of 3 (three) to 7 (seven) members appointed and recalled by the General Meeting.′

Shall be worded as follows:

′The Supervisory Board shall be composed of 5 (five) to 7 (seven) members appointed and recalled by the General Meeting.′

The current wording of § 21 section 5 reading:

′Members of the Supervisory Board may by recalled at any time before the end of the term. In the event that the membership of a person in the Supervisory Board ceases as a result of resignation or for adventitious reasons and the number of members falls below 5, if the Company obtains a public corporation status, the Supervisory Board – acting until the nearest General Meeting – may appoint new member(s) of the Supervisory Board to fill the vacant position.′

Shall be worded as follows:

′Members of the Supervisory Board may by recalled at any time before the end of the term. In the event that the membership of a person in the Supervisory Board ceases as a result of resignation or for adventitious reasons and the number of members falls below 5, other Members of the Supervisory Board acting jointly may appoint new member(s) of the Supervisory Board to fill the vacant position.′

§ 21 (6) shall be deleted;

The current wording of § 24 section 2 letter j) reading:

′submitting to the Ordinary General Meeting of Shareholders a concise evaluation of the Company’s performance; this evaluation shall be included in the Company’s annual statements that are made available to all shareholders of the Company no later than 15 days before the Ordinary General Meeting.′

Shall be worded as follows:

′submitting to the Ordinary general Meeting a summary assessment of the Company’s standing′

The current wording of § 25 reading:

′Detailed rules of procedure of the Company’s Supervisory Board shall be set out in the Regulations of the Supervisory Board adopted by the General Meeting.′

Shall be worded as follows:

′1. Detailed rules of procedure of the Company’s Supervisory Board shall be set out in the Regulations of the Supervisory Board adopted by the General Meeting.

2. Unless the Audit Committee has been appointed at the Company, the activities of the aforesaid committee shall be performed by the Supervisory Board in corpore.′

Day of registering the participation in the General Meeting

The day of registering the participation in the General Meeting is 16 days prior to the Meeting date, i.e. June 9th, 2013.

The right to participate in the General Meeting

Persons authorized to participate in the General Meeting are those who have been the Company’s shareholders 16 days prior to the date of the General Meeting, i.e. on the day of registration of participation in the General Meeting.

Beneficial holders of registered shares and provisional certificates, as well as pledgees and usufructuaries who are entitled to vote, may take part in the General Meeting provided they have been entered in the register of shares on the registration date.

Holders of dematerialized bearer shares in Atende S.A. shall put down with the Company certificates stating the right to participate in the General Meeting issued by a subject operating the securities account no earlier than after the announcement on summoning the Ordinary General Meeting and no later than on the first weekday after the registration of participation in the General Meeting. Subject to the shareholder’s choice, the certificate should state a part or all shares registered in his securities account.

Also, the certificate must include:

a)  company name, registered address, office address, and company stamp of the issuer and the certificate number;

b)  number of shares;

c)  share type and code;

d)  name, registered address and office address of the share issuer;

e)  nominal value of shares;

f)  full name or company name of the holder;

g)  office address or residence address of the holder;

h)  purpose of certificate issuance;

i)  date and place of certificate issuance;

j)  signature of the person authorised to issue the certificate.

Shareholder’s right to request the inclusion of specific matters in the agenda of the General Meeting

The shareholder(s) representing at least one twentieth of the share capital may request that specific matters be included in the agenda of the General Meeting. Such requests should be submitted to the Company’s Management Board not later than twenty one days prior to the scheduled day of the Ordinary General Meeting, i.e. by June 4th, 2013. The request should include a justification or a draft resolution on the proposed agenda. The Management Board shall announce the amendments introduced to the agenda on shareholders’ request promptly, and not later than eighteen days prior to the scheduled day of the Ordinary General Meeting, i.e. by June 7h, 2013. The announcement shall be made pursuant to the same procedure as for convening the General Meeting. Requests shall be sent to the Company’s registered address or e-mailed to: kontakt@atende.pl. The documents confirming the right to submit the request should be attached.

Shareholder’s right to submit draft resolutions regarding matters introduced to the agenda or matters to be introduced to the agenda prior to the date of the General Meeting

Prior to the date of the General Meeting, the shareholder(s) representing at least one twentieth of the Company’s share capital may submit to the Company in writing or via e-mail draft resolutions regarding matters introduced to the agenda of the General Meeting or matters to be introduced to the agenda of the General Meeting. The Company shall promptly publish the proposed resolutions on its website. Draft resolutions, along with their substantiation, shall be sent to the Company’s registered address or e-mailed to: kontakt@atende.pl.

The right to submit draft resolutions regarding matters introduced to the agenda during the General Meeting

During the General Meeting, each shareholder may submit draft resolutions regarding matters introduced to the agenda. Furthermore, each shareholder shall have the right to propose amendments and extensions to draft resolutions included in the agenda of the General Meeting until closing the discussion on the agenda item pertaining to the draft resolution involved in the proposal. Such proposals, along with a brief substantiation and with the specification of the shareholder’s full name or company, shall be submitted in writing, separately for each draft resolution, to the Chair of the General Meeting.

Exercising the voting right via a proxy

Pursuant to Articles 412 and 4121 of the Commercial Companies Code, shareholders may participate in the General Meeting of the Atende S.A. company and exercise their voting rights in person or through proxies.

Shareholders who are natural persons may participate in the General Meeting and exercise their voting rights in person or through proxies.

Shareholders other than natural persons may participate in the General Meeting and exercise their voting rights through a person authorized to make declarations of will on their behalf or through proxies. A representative of a legal person must produce a current copy of entry to the relevant court register, indicating persons authorized to represent such an entity. A representative not listed in such a copy of entry must have a letter of attorney signed by persons authorized to represent the entity.

The letter of attorney must be made in writing or in an electronic form, otherwise being null and void. A template letter of attorney is provided at the end of this announcement and is available, as of the date of this announcement, at the Company’s website at www.atende.pl in the tab Investor Relations / General Meetings, or in the Company’s office in Warsaw at ul. Grochowska 21A, from 9 a.m. to 4 p.m.

The power of attorney authorising a person to participate in the General Meeting of the Company and to exercise the voting right may be granted in an electronic form. Such an electronic letter of attorney does not have to be signed with a secure digital signature verifiable against a valid qualified certificate. An electronic letter of attorney must ensure the identification of the shareholder and the proxy.

The electronic power of attorney shall be e-mailed to kontakt@atende.pl by the time of opening the General Meeting. The Company shall be notified of the electronic powers of attorney issued through an electronic message e-mailed to kontakt@atende.pl. Such a notification must include the exact identification of the proxy and of the principal, including their full names, series and numbers of ID cards, addresses, phone numbers, and e-mail addresses. The information on the powers of attorney issued shall also include the number of shares whose voting rights will be exercised, and the date and name of the Company’s General Meeting where such rights will be exercised.

The electronic letter of attorney must be issued as a separate document signed by the shareholder or by an authorized representative of the shareholder, and must be e-mailed as a PDF attachment to the e-mail address specified above. An electronic power of attorney must be accompanied by documents confirming the authorization of the shareholder to participate in the General Meeting. The proxy shall produce the letter of attorney when the list of attendance is drawn up.

If the proxy on the General Meeting of the Company is a Member of Company’s Management Board, a Member of Company’s Supervisory Board or a Company employee, the power of attorney shall authorize solely the representation at the General Meeting on June 25th, 2013. The proxy is required to inform the Shareholder of any circumstances that imply an existing or potential conflict of interests. The power of attorney may not be assigned. The proxy shall vote as per instructions of the shareholder.

Documentation

The complete documentation to be presented to the General Meeting and draft resolutions regarding matters introduced to the agenda or matters to be introduced to the agenda prior to the date of the General Meeting is available on the Company’s website as of the day of the announcement of convening the General Meeting. In the event of any amendments, these documents shall be promptly updated in compliance with the Commercial Companies Code. Persons authorized to participate in the General Meeting may obtain copies of the aforesaid documentation in the Company’s registered office in Warsaw at Grochowska 21A.

List of persons authorised to participate in the General Meeting

The list of persons authorised to participate in the General Meeting shall be made available to shareholders three business days prior to the General Meeting in the Company’s registered office in Warsaw at ul. Grochowska 21A from 9 a.m. to 4 p.m. Any shareholder may request the shareholder list to be e-mailed free of charge to a specified address. It is recommended that the shareholders obtain the issued certificate of the right to participate in the General Meeting. It is also recommended to verify whether specific shareholders are listed among those authorized to participate in the General Meeting.

Participation in the General Meeting through electronic or postal communications

The Company does not allow for participating in the General Meeting through electronic communications or voting through a postal ballot. Furthermore, during the General Meeting, the Company does not allow for expressing one’s opinion using electronic communications.

The risk related to the use of electronic communications, in particular sending a request to include specific matters in the agenda of the General Meeting, submitting draft resolutions regarding matters introduced to the agenda or matters to be introduced to the agenda prior to the date of the General Meeting, or notifying the Company on the appointed proxy to the e-mail address specified in this announcement, shall be borne by the Shareholder.

TEMPLATE LETTER OF ATTORNEY

(Legal person and business unit referred to in Article 33.1 of the Civil Code):

I, …………………………….. (specify the full name and address), holder of …………………………… (specify the identity document) No …………………………. (specify the document number and series) / Acting on behalf of ………………………………. (specify the company name, registered address, office address, registration No, National Court Register1 entry No, VAT ID), I/we hereby grant to Mr/Ms ……………………………… (specify the full name), holder of ………………………….. (specify the identity document) No …………………………… (specify the document number and series), resident at ……………………………. (specify the address), the power of attorney authorizing him/her to participate in the Extraordinary General Meeting of Atende Spółka Akcyjna to be held on June 25th, 2013, and to exercise the voting rights of the Atende S.A. shares owned by me / by ……………………….. (specify the entity).

……………………………… (Signature(s))

……………………. date ....................... 2013 (specify the place and date)

……………………………… (the Proxy’s contact data)

1 A copy of the entry in the National Court Register shall be attached to the letter of attorney.

TEMPLATE LETTER OF ATTORNEY

(Natural person):

I, …………………………….. (specify the full name and address), holder of ……………………… (specify the identity document) No …………………………. (specify the document number and series), hereby grant to Mr/Ms ……………………………… (specify the full name), holder of ………………………….. (specify the identity document) No …………………………… (specify the document number and series), resident at ……………………………. (specify the address), the power of attorney authorizing him/her to participate in the Extraordinary General Meeting of Atende S.A. to be held on June 25th, 2013, and to exercise the voting rights of the Atende Spółka Akcyjna shares owned by me / by …………………………….. (specify the owner).

……………………………… (Signature(s))

……………………. date ....................... 2013 (specify the place and date)

……………………………… (the Proxy’s contact data)

Legal basis: Article 56 paragraph 1 item 2 of the Act on Public Offering — current and periodic information