OGM 25.06.2013 - Walne Zgromadzenia - Investor relations - Atende

OGM 25.06.2013

Ordinary General Meeting of the Company

June 25, 2013, 11:00 AM
Warszawa, Grochowska 21a
Date of registration: June 9, 2013.

Agenda:

  1. Opening of the Ordinary General Meeting;
  2. Election of the Chair of the Ordinary General Meeting;
  3. Determination of the ability of the General Meeting to adopt resolutions;
  4. Adoption of the agenda;
  5. 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;
  6. Review and approval of the Management Board report on the activities of the Company for 2012;
  7. Review and approval of the Management Board report on the activities of the Atende S.A. Capital Group for 2012;
  8. Review and approval of the financial statements of the Company for 2012;
  9. Review and approval of the consolidated financial statements of the Atende S.A. Capital Group for the year 2012;
  10. Company’s profit distribution for the year 2012;
  11. Acknowledgement of the fulfillment of duties by members of the Management Board in the year 2012;
  12. Acknowledgement of the fulfillment of duties by members of the Supervisory Board in the year 2012;
  13. Determination of the number of elected members of the Supervisory Board and election of members of the Supervisory Board for a new term;
  14. Amendments to the Articles of Association;
  15. Amendments to the Regulations of the Supervisory Board;
  16. 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."


Transmission of the general meeting (PL)