Current Report No. 6/2020

29.05.2020 12:56

Convening the Ordinary General Meeting of the Company

The Management Board of the Atende S.A. (the “Company”) with its seat in Warsaw, acting on the basis of Art. 399 para. 1, Art. 402(1) para. 1 and 2 of the Commercial Companies Code and Art. 402(2) CCC convene an Ordinary General Meeting on June 25, 2020 at 11:00 a.m. at the Company’s registered office at plac Konesera 10a, in Warsaw, with the following agenda:

  1. Opening of the Ordinary General Meeting;
  2. Election of the Chairperson of the Ordinary General Meeting;
  3. Determination of the General Meeting’s ability to adopt resolutions;
  4. Adoption of the agenda;
  5. Examination of the Management Board Report on the operations of the Company and the Atende S.A. Capital Group, as well as the financial statements of the Company and consolidated financial statements of the Atende S.A. Capital Group for 2019, as well as the motion of the Management Board concerning distribution of profit for 2019;
  6. Presentation of the report of the Company's Supervisory Board on the assessment of: (a) Management Board Report on the operations of the Company and the Atende S.A. Capital Group for 2019, (b) financial statements of the Company and consolidated financial statements of the Atende S.A. Capital Group for 2019, (c) motion of the Management Board concerning distribution of the Company’s profit for 2019, and (d) the Company’s standing and the activity of the Company’s Supervisory Board; 
  7. Adoption of a resolution on approval of the Management Board Report on the operations of the Company and the Atende S.A. Capital Group for 2019;
  8. Adoption of a resolution on approval of the financial statements of the Company for 2019;
  9. Adoption of a resolution on approval of the consolidated financial statements of the Atende S.A. Capital Group for 2019; 
  10. Adoption of a resolution on distribution of the Company’s profit for 2019 and on specification of the dividend date and the dividend payment date;
  11. Adoption of resolutions on acknowledgement of the fulfilment of duties by Members of the Company’s Management Board in the year 2019;
  12. Adoption of resolutions on acknowledgement of the fulfilment of duties by Members of the Company’s Supervisory Board in the year 2019;
  13. Adoption of a resolution on the approval of a remuneration policy for Members of the Company’s Management Board and Supervisory Board;
  14. Closing of the meeting.

Date of the registration of participation in the General Meeting

The date of the registration of participation in the General Meeting falls 16 days prior to the date of the General Meeting, i.e. on 9 June 2020.

The right to participate in the General Meeting

Persons authorised 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 date of registration of participation in the General Meeting.

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

Holders of dematerialised bearer shares of the Company may take part in the General Meeting if they request that an entity maintaining their securities account issue a personal certificate stating the right to participate in the General Meeting, no earlier than after the announcement on convening the General Meeting and no later than on the first weekday after registration of participation in the General Meeting. Subject to a shareholder’s choice, the certificate should indicate a portion or all shares registered on his/her securities account.

The aforementioned certificate must contain:
   a) name (business name), registered address, office address, stamp of the issuer and certificate number,
   b) number of shares,
   c) share type and code,
   d) name (business name), registered address and office address of the share issuer,
   e) nominal value of shares,
   f) name and surname or business 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.

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

A shareholder (shareholders) representing at least one twentieth of the share capital may request that specific matters be included in the General Meeting agenda. Such request should be submitted to the Company’s Management Board at least twenty one days before the date set for the General Meeting, and the time limit shall be deemed met if the request is effectively delivered to the Company's Management Board within that time limit and in a manner making it possible for the Management Board to read it during business days between 9:00 am and 5:00 pm before the lapse of the time limit, which means that the very fact of sending a request for the inclusion of specific matters in the General Meeting agenda within that time limit is not sufficient. The request should also contain a justification or a draft resolution concerning the proposed agenda, as well as the correspondence address of the requestor or requestors. The requests shall be sent to the Company's address, i.e. Plac Konesera 10a, 03-736 Warsaw, or in electronic form to the address: kontakt@atende.pl. The request should be accompanied by documents confirming clear authorisation to its submission. Having analysed a submitted request, the Company’s Management Board shall immediately (but no later than eighteen days before the date set for the General Meeting), as long as the request for the inclusion of specific matters in the General Meeting agenda meets the requirements of applicable law and this notice – announce amendments to the agenda introduced at shareholders’ request; the announcement shall be made in the manner appropriate for convening a general meeting. If the request does not meet the requirements of applicable law and this notice, the Company shall communicate the fact to the requestor within three business days of the date of receipt of the request and also indicate the scope of requirements that is not met by the request. A supplemented or corrected request may be re-submitted if the time limit for its submission referred to above is met.

A shareholder’s right to submit draft resolutions regarding matters included in the agenda or matters to be included in the agenda before the date of the General Meeting

Prior to the day of the General Meeting, a shareholder or shareholders of the Company representing at least one twentieth of the Company’s share capital may submit to the Company, in writing or by means of electronic communication, draft resolutions regarding matters included in the General Meeting agenda or matters to be included in the General Meeting agenda before the date of the General Meeting Such submission should be made to the Company’s Management Board no later than on the day preceding the date of the General Meeting, and the time limit shall be deemed met if the submission is effectively delivered to the Company's Management Board within that time limit and in a manner making it possible for the Management Board to read it during business days between 9:00 am and 5:00 pm before the lapse of the time limit, which means that the very fact of sending draft resolutions within that time limit is not sufficient. The submission should also contain the correspondence address of the entity or entities submitting the draft resolutions. Draft resolutions together with a justification shall be sent to the Company's address, i.e. Plac Konesera 10a, 03-736 Warsaw, or in electronic form to the address: kontakt@atende.pl. Submitted draft resolutions should be accompanied by documents clearly confirming the authorisation to make such submission. Having analysed submitted draft resolution, the Company shall immediately publish them on the Company's website, as long as a submission meets the requirements of applicable law and this notice. If the submission does not meet the requirements of applicable law and this notice, the Company shall immediately communicate the fact to the submitting entity and also indicate the scope of requirements that is not met by the submission of draft resolutions. A supplemented or corrected submission of draft resolutions may be re-made if the time limit for its making referred to above is met.

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

During the General Meeting, each shareholder may submit draft resolutions regarding matters included in the agenda during the General Meeting. In such a case, s shareholder shall submit a draft resolution in writing to the Chairperson of the General Meeting no later than the moment when a resolution of the General Meeting on adoption of the agenda is being put to the vote.

Exercising the voting right via a proxy

Shareholders of the Company may participate in the General Meeting of Atende S.A. and exercise voting rights pursuant to Article 412-412² of the Code of Commercial Companies.

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 authorised to make declarations of will on their behalf or through proxies. Representatives of legal persons must produce current copies of an entry in the relevant court register, naming persons authorised to represent such an entity. Representatives that are not listed in such a copy of an entry must have a power of attorney signed by persons authorised to represent the entity.

A power of attorney to participate in the General Meeting and exercise the voting right shall be granted in writing or in electronic form. The granting of a power of attorney in electronic form does need to bear a qualified electronic signature.

A notice of the appointment of a proxy by a shareholder should be delivered to the Company within a time limit enabling identification of both the shareholder and his/her proxy, but in no case later than on the day preceding the date of the General Meeting, and the time limit shall be deemed met if the notice is effectively delivered to the Company's Management Board within that time limit and in a manner making it possible for the Management Board to read it during business days between 9:00 am and 5:00 pm before the lapse of the time limit, which means that the very fact of sending a notice of the appointment of a proxy is not sufficient. The appointment of a proxy shall be reported to the Company by using electronic means of communication in the form of an e-mail message sent to the following address: kontakt@atende.pl or in writing to the Company’s address, i.e. Plac Konesera 10a, 03-736 Warsaw. The message on the appointment of a proxy shall precisely designate the proxy and his/her principal, indicating: (i) name and surname or business name of the principal, as well as names and surnames of the persons authorised to grant a power of attorney on his/her behalf, (ii) the type and number of the identity document, as well as personal ID No (PESEL) of the principal (for natural persons) or the KRS number (for entities entered in the National Court Register), (iii) name and surname of the proxy, as well as his/her personal ID No (PESEL) or series and number of ID card, (iii) place of residence (registered office) of the principal and of the proxy, (iv) telephone number or e-mail address allowing continuous contact with the principal, (v) the date of granting the power of attorney, (vi) indication of the General Meeting in connection with which the power of attorney is being granted, (vii) the scope of the power of attorney, including in particular the number of shares on which the voting right is going to be exercised, as well as any restrictions of the power of attorney or information whether the proxy is also able to appoint further proxies. Failure to provide a notice of the appointment of a proxy or provision of the notice in breach of the above requirements, both in terms of content, form and time limit, shall be taken into account during verification and determination of the proper authorisation of the proxy to represent the principal at the General Meeting and may result in a lack of admission or exclusion from participation in the General Meeting.

A power of attorney granted in electronic form must be issued as a separate document signed by a shareholder or by an authorised representative of the shareholder, and must be sent as a PDF attachment to the Company’s e-mail address indicated above. An electronic power of attorney must be accompanied by documents confirming authorisation of the shareholder to participate in the General Meeting. A proxy is required to produce the power of attorney in a printed form before signing a list of attendance.

Before signing a list of attendance, shareholders, their representatives and proxies are required to produce a document which clearly confirms their identity; additionally, for minutes drafting purposes, representatives and proxies are also obliged to submit documents clearly certifying their proper authorisation to represent shareholders at the General Meeting.

If the proxy on the Company’s General Meeting is a Management Board Member, a Supervisory Board Member or an employee of the Company or a Management Board Member, a Supervisory Board Member or an employee of the Company’s affiliate, the power of attorney authorises him/her to represent a shareholder at the General Meeting on 25 June 2020 exclusively. The proxy is then required to inform the shareholder of any circumstances that imply an existing or potential conflict of interests. In such a case the granting of a further power of attorney is excluded and the proxy shall vote as per instructions of the shareholder.

As from the date of publication of this notice, forms to be used during voting by a proxy are made available on the Company’s website: www.atende.pl, in the Investor Relations / General Meetings tab; shareholders are not obliged to use the forms.

Documentation

The full text of documentation to be presented to the General Meeting, as well as draft resolutions regarding matters included in the agenda or matters to be included the agenda prior to the date of the General Meeting are available on the Company’s website, i.e. www.atende.pl, in the Investor Relations / General Meetings tab, as of the day of announcement of convening the General Meeting. If there are any changes, the documents shall be promptly updated in line with the Code of Commercial Companies. Persons authorised to participate in the General Meeting may obtain copies of the aforesaid documentation in the office of the Company’s Management Board in Warsaw at ul. Plac Konesera 10a.

List of persons authorised to participate in the General Meeting

A list of persons authorised to participate in the General Meeting will be made available to shareholders three business days prior to the General Meeting in the office of the Company’s Management Board in Warsaw at ul. Plac Konesera 10a., from 9:00 am to 4:00 pm. A shareholder may request that the list of shareholders be e-mailed to him/her free of charge, to a specified address. It is recommended that shareholders obtain a certificate of the right to participate in the General Meeting and to verify whether the name of a specific shareholder is included on the list of shareholders authorised to participate in the General Meeting.

Participation in the General Meeting by electronic means of communication and by mail

The Company does not provide for participation and taking the floor during the General Meeting by electronic means of communication and the casting of votes at the General Meeting by electronic means of communication or by mail.

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 included in the agenda or matters to be included the agenda prior to the date of the General Meeting, or notifying the Company on the appointment of proxy to the e-mail address specified in this notice shall be borne by a shareholder.

  Draft resolutions of the Ordinary General Meeting of Atende S.A. convented to be held on 25 June 2020

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