Announcement of the Management Board of EUROCASH S.A. with its registered seat in Komorniki on convening the Ordinary Shareholders' Meeting of EUROCASH S.A.

The Management Board of EUROCASH S.A. with its registered seat in Komorniki at Wiśniowa 11 Street, 62-052 Komorniki, registered in the register of entrepreneurs maintained by the District Court Poznań - Nowe Miasto and Wilda in Poznań, VIII Commercial Department of the National Court Register under the KRS number 0000213765 ("the Company" or Eurocash S.A.), acting pursuant to art. 399 § 1, art. 4021 and art. 4022 of the Commercial Companies Code ("CCC"), herby convenes:

the Ordinary Shareholders' Meeting of EUROCASH S.A. ("OSM") which will be held on June 30, 2022 (Thursday), at 10.00 a.m., at Company's seat in Komorniki, Wiśniowa

11 Street, with the following agenda:

The agenda of the Ordinary Shareholders' Meeting

The agenda of the Ordinary Shareholders' Meeting includes:

  1. Opening of the Ordinary Shareholders' Meeting;
  2. Confirmation that the Ordinary Shareholders' Meeting was validly convened and is able to adopt resolutions;
  3. Election of the Chairman of the Ordinary Shareholders' Meeting;
  4. Making an attendance list;
  5. Adoption of the agenda;
  6. Evaluation of the Company's annual report for 2021, including the financial statement for 2021 and the Management Board's report on the Company's business activity in 2021;
  7. Evaluation of the Company's Capital Group consolidated annual report for 2021, including the consolidated financial statement for 2021 and the Management Board's report on the business activity of Eurocash S.A. Capital Group in 2021;
  8. Evaluation of the Supervisory Board report on its activity in 2021, including a concise information on the Company's standing;
  9. Adoption of a resolution concerning the approval of the Company's annual report for 2021, including the financial statement for 2021 and the Management Board's report on the Company's business activity in 2021;
  10. Adoption of a resolution concerning the approval of the Company's Capital Group consolidated annual report for 2021, including the consolidated financial statement for 2021 and the Management Board's report on the business activity of Eurocash S.A. Capital Group in 2021;
  11. Adoption of a resolution concerning distribution of net profit for 2021;
  12. Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Management Board in 2021;
  13. Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Supervisory Board in 2021;
  14. Adoption of resolution concerning the opinion on the Report on the remuneration of members of the Management Board and Supervisory Board of Eurocash S.A.;
  15. Adoption of resolutions concerning amendments to the Remuneration Policy of Members of the Management Board and Supervisory Board of Eurocash S.A.
  16. Adoption of resolutions concerning appointment of Members of the Supervisory Board;
  1. Adoption of resolution concerning the remuneration of the Members of the Supervisory Board;
  2. Adoption of resolutions concerning the approval for the transfer of the organized part of enterprise to a dependent company;
  3. Discussion related to exclusion of pre-emptive rights in respect to bonds with pre- emptive rights Series and shares Series N in connection with the planned introduction of 2022 Employees Incentive and Reward Scheme;
  4. Adoption of resolutions concerning the 2022 Employees Incentive and Reward Scheme;
  5. Closing of the Ordinary Shareholders' Meeting.

Proposed amendments to Statutes

The agenda of the Ordinary Shareholders' Meeting does not include changes to the Company's Statutes.

INFORMATION FOR SHAREHOLDERS

Pursuant to art. 4022 of CCC Management Board of EUROCASH S.A. herby informs:

  1. Shareholders' rights

Shareholder right to request to include certain matters in agenda of General Meeting.

Pursuant to art. 401 § 1 of CCC, Shareholder or Shareholders of the Company representing at least one twentieth of the share capital may request to include certain matters in agenda of the Ordinary Shareholders' Meeting. The request with its reasoning and draft of resolution regarding proposed point of agenda shall be submitted to Management Board not later than 21 days prior to the proposed date of the OSM, i.e., by June 9, 2022.

The request to include certain matters in agenda of OSM may be submitted via e-mail to the following address: akcjonariusze@eurocash.plor in writing to the following address: Management Board of EUROCASH S.A., ul. Wiśniowa 11, 62-052 Komorniki.

If the request meets legal requirements the Management Board is obliged to announce immediately, but not later than 18 days prior to the proposed date of the OSM, i.e., by June 12, 2022, the changes in the agenda that were made on Shareholders' request. The announcement shall be made in the same form as the announcement on convening the General Meeting.

Shareholders right to submit drafts of resolutions regarding matters added to the agenda of the General Meeting or matters that shall be added to the agenda before proposed date of the General Meeting

Pursuant to art. 401 § 4 of CCC Shareholder or Shareholders of the Company representing at least one twentieth of the share capital may submit, before proposed date of the OSM, drafts of resolutions regarding matters added to the agenda of the Ordinary Shareholders' Meeting or matters that shall be added to the agenda.

The above may be submitted via e-mail to the following address: akcjonariusze@eurocash.pl

or in writing to the following address: Management Board of EUROCASH S.A., ul. Wiśniowa 11, 62-052 Komorniki.

If the Shareholders request or submission meets legal requirements as well as the formal requirements listed below, the Company immediately publishes drafts of resolutions on Company's website.

Shareholders or their proxies who exercise any of the abovementioned rights are obliged to enclose to these requests or submissions:

  1. documents and information required by the Company as appendices to information on appointment of proxy in electronic form;
  2. certificate or certificate of deposit issued by the entity maintaining the securities account at which shares of the Company held by the Shareholder/s are deposited confirming that such Shareholder/s is/are Shareholder/s of the Company and

confirming the fact that they represent at least one twentieth of the capital share of the Company.

If the correspondence is conducted in writing, the requirement to deliver scan of a document is substituted by the requirement to deliver the original document or a copy confirmed with the original by a notary or by any other entity authorized to certify the conformity of copies of documents with their originals. The Company may take further steps to identify person/s representing a Shareholder contacting the Company in such manner and may verify the rights of such person/s to exercise the abovementioned rights. Verification may amount to, e.g., asking the Shareholder or proxy by telephone or via e-mail to confirm appointment of proxy. The Company hereby informs that the lack of cooperation or contact from Shareholder or proxy during the verification process will be understood as failure of verification process and will constitute basis for refusal to make an announcement by Management Board.

Any correspondence regarding above issues and any drafts of resolutions shall be submitted in Polish language or - if the documents are in a foreign language - with its sworn translation into Polish.

Shareholders right to submit drafts of resolutions added to the agenda during the General Meeting

Each Shareholder may submit drafts of resolutions regarding matters added to the agenda during the Ordinary Shareholders' Meeting.

  1. Proxies

Carrying out Shareholders' right to vote through a proxy

The shareholder being a natural person may participate in the Ordinary Shareholders' Meeting and exercise his/her voting right personally or through a proxy. The Shareholder other than a natural person may participate in the Ordinary Shareholders' Meeting and exercise its voting rights through representative/s duly authorized to represent it or by a proxy.

The proxy is entitled to exercise each end every Shareholder's rights at the Ordinary Shareholders' Meeting, unless the power of attorney states otherwise. The power of attorney may entitle the proxy to appoint further proxies.

A proxy may represent more than one Shareholder and vote differently on their behalf. The Shareholder with shares deposited at more than one securities accounts may appoint several proxies to exercise its rights following from shares deposited at each of the accounts.

Member of the Management Board and an employee of the Company can be a proxy at the General Meeting. If a Member of the Management Board, Member of the Supervisory Board, liquidator, Company's employee, member of a corporate body of a subsidiary or employee of a subsidiary or of a dependant association is the proxy, the power of attorney can grant representation only for a single General Meeting. The proxy is obligated to provide the Shareholder whom he represents all circumstances related to any existing or possible conflict of interests. Appointment of further proxies is not allowed. Proxy being a Member of the Management Board, Member of the Supervisory Board, liquidator, Company's employee,

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Eurocash SA published this content on 03 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2022 11:41:08 UTC.