Current report:
The Calling of an Ordinary General Meeting of Shareholders
Report number: 14/2007 day: 2007-06-15
Legal basis
Art. 56 par. 1 pt 2 of the Bidding (current and periodic information) Act
The management of "Barlinek" S.A., based in Kielce, acting on the basis of art. 399 § 1of the Commercial Companies' Code and § 23 par. 2 of the Company Statute, hereby calls an Ordinary General Meeting of Shareholders for June 22nd 2007 at 11am. The meeting will be held at the Company's Headquarters at Zagnańska 27 (4th floor), Kielce.
Agenda:
- Opening of the General Meeting.
- Election of a Chair of the General Meeting, drawing up an attendance register and election of a Vote-counting Committee.
- Confirmation of the validity of calling the General Meeting and its ability to pass resolutions.
- Acceptance of the agenda.
- Inspecting the Management's report into the Company’s activities, the financial report for fiscal year 2006 and the consolidated financial report for fiscal year 2006.
- Inspecting the Supervisory Board’s report for fiscal year 2006.
- Passing resolutions concerning:
- Ratification of Management's report, the Company's financial report for fiscal year 2006, the consolidated financial report for fiscal year 2006 and the Supervisory Board’s report;
- Exonerating members of Company bodies from executing their duties in financial year 2006;
- Profit sharing and covering of losses for 2006;
- The exchange of C series registered shares for bearer shares, for which Company shareholders owning registered shares make an application, by June 15th 2007 at the latest, to exchange their shares for bearer shares;
- Entitling the Management to take all necessary actions to dematerialise the exchanged C series shares, in particular signing a contract with the National Share Deposit SA ("KDPW") in the matter of registering the exchanged C series shares with the KDPW;
- Making the following change to the Company statute: In connection with the exchange of C series registered shares for bearer shares, § 10 par. 1 c) of the Statute, which currently reads: "1,200,000 (one million two hundred thousand) “C” series shares with a denominational value of 1PLN (one zloty) each, consisting of 1,440 (one thousand four hundred and forty) registered shares and 1,198,560 (one million one hundred and ninety eight thousand five hundred and sixty) bearer shares," will be changed to read "1,200,000 (one million two hundred thousand) "C" series shares with a denominational value of 1PLN (one zloty) each, consisting of ..........(..............) registered shares, and............(.............) bearer shares," * the final number of "C" series bearer shares will be established at the session of the General Meeting after considering the shareholders’ applications to exchange their registered chares for bearer shares
- Entitling the Supervisory Board to pass the full, changed text of the Company Statute.
- Any other business.
- Closure of the General Meeting.
The management of Barlinek S.A. also announces that participation in the General Meeting is open shareholders who, at least a week before the date of the General Meeting (i.e. by 11 am on June 15th 2007) submit signed deposit certificates containing the information stipulated in art. 10 par. 1 of the Financial Instruments Circulation Act of July 29th 2005 (Journal of Laws, no. 138 entry 1538) at the headquarters of Barlinek S.A. at Zagnańska 27 in Kielce, and do not retrieve them before the end of the General Meeting, or certification of submitting shares for deposit.
Shareholders may participate in the General Meeting and execute their right to vote either in person or through an attorney. Power of attorney for participation in the General Meeting must be granted in writing on pain of invalidity. Attorneys of legal entities should present up-to-date duplicates from the appropriate court registers naming the persons entitled to represent these bodies.
A list of shareholders entitled to participate in the General Meeting will be displayed at the headquarters of company Management for three days before the General Meeting takes place.
Legal basis: § 39 par. 1 pt 1 with reference to §.97 par.1 pt.3 of the Finance Ministry Decree (Journal of Laws no. 209, entry 1744) of October 19th 2005 regarding current and periodic information published by stock issuers.