Convening the Annual General Meeting of Shareholders and Draft of Resolutions
27-05-2010
The Board of Directors of Photon Energy a.s.,
with its registered office at Uruguayská 380/17, Prague 2, Postal Code: 120 00,
Identification No. 282 23 250,
entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 13779
(the “Company")
pursuant to Section 184a of the Commercial Code and Article 23 (2) of the Company's Articles of Association hereby
CONVENES THE COMPANY'S ANNUAL GENERAL MEETING
(the “General Meeting")
I. Venue, Date, and Hour
The General Meeting will be held in the office of WHITE and CASE LLP, Branch, at Na PÅ™ÃkopÄ› 850/8, Prague 1, Postal Code: 110 00 on June 30, 2010 at 10 a.m.
II. Agenda of General Meeting
1. Opening of General Meeting;
2. Attendance Verification;
3. Election of Bodies of General Meeting;
4. Report on Company's Business Activities and Equity for Year 2009 (Presentation of Report by Board of Directors and Discussion of Same by General Meeting);
5. Report of Supervisory Board on Supervisory Activity for Year 2009 (Presentation of Report by Supervisory Board, and Discussion of Same by General Meeting);
6. Report on Relations among Related Entities for Year 2009 (Presentation of Report by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion of Same by General Meeting);
7. Financial Statements for Year 2009 (Presentation of Statements by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion and Approval of Same by General Meeting);
8. Proposal for Distribution of Profit for Year 2009 (Presentation of Proposal by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion and Approval of Same by General Meeting);
9. Approval of Remuneration of Members of Board of Directors and Supervisory Board for Year 2009;
10. Approval of Amended Articles of Association;
11. Appointment of Members of Audit Committee;
12. Approval of Incumbency Agreements with Members of Board of Directors, Supervisory Board, and Audit Committee for Year 2010;
13. Determination of Auditor for Year 2010;
14. Removal of Member of Supervisory Board from Office and Election of New Member of Supervisory Board;
15. Removal of Member of Board of Directors from Office and Election of New Member of Board of Directors;
16. Resolution on Listing of Company's Shares on Regulated Market of Warsaw Stock Exchange;
17. Authorization of Board of Directors to Increase Company's Registered Capital;
18. Resolution on Immobilization of Shares Issued as Result of Increase in Company's Registered Capital, and on Listing of Same on Regulated Market of Warsaw Stock Exchange;
19. Miscellaneous.
III. Reference Date for Attendance at General Meeting and Relevance Thereof
In accordance with Article 22 (5) of the Company's Articles of Association, the reference date for attendance at the General Meeting shall be the seventh calendar day before the date of the General Meeting, i.e. June 23, 2010 (the “Reference Date").
The Reference Date is relevant in terms of the determination of those persons authorized to attend the General Meeting and to exercise shareholder rights, i.e. to vote at the General Meeting. Such authorization will only pertain to persons who were so authorized as of the Reference Date, and who evidence the same at the General Meeting by presenting a certificate (świadectwo depozytowe) issued by a member of the National Securities Depository in the Polish Republic, which administers a holder's account for such person being a holder of securities.
IV. Ad Item 6 of Agenda (Report on Relations among Related Entities for Year 2009)
The unabridged Report on Relations among Related Entities for the Year 2009 is available for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice.
V. Ad Item 7 of Agenda (Financial Statements for Year 2009)
The unabridged Annual Financial Statements of the Company for the Year 2009 are available to shareholders for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice.
Key figures (in thousands of CZK) from the Annual Financial Statements for the Year 2009 are as follows:
ASSETS: LIABILITIES:
Long-term Assets 6,527 Shareholder Equity 18,356
Current Assets 26,604 Liabilities 14,782
Accruals 7 Accruals 0
Total 33,138 Total 33,138
Operating Results of Operation 9,687
Financial Results of Operation -1,084
Profit (Loss) before Tax 8,603
VI. Ad Item 10 of Agenda (Approval of Amended Articles of Association)
The unabridged draft amendment to the Company's Articles of Association to be discussed at the General Meeting is available to shareholders for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice, and each shareholder is entitled to acquaint themselves with the same at the above-specified place. In addition, each shareholder shall also be entitled to request that a copy of the draft amendment be sent to the same at their expense and risk to the address that they specify.
The proposed amendment consists of the following:
1. Establishing an audit committee and determination of the functioning thereof, as follows from Act No. 93/2009 Coll., on Auditors and Auditors' Activities.
2. Introducing an obligation of the Board of Directors to publish draft resolutions (to be presented to the General Meeting) on the Company's website, with such publication to be made no less than 14 days prior to the General Meeting.
3. Extending the powers of the General Meeting (to include matters related to the selection of an auditor and the appointment of audit committee members).
4. Extending the powers of the Supervisory Board (to include the right to comment on the proposal for the remuneration of members of the Board of Directors, on the recommendation by the audit committee regarding the appointment of an auditor, and on introducing the requirement of the consent of the Supervisory Board to the conclusion of certain agreements with members of the Company's bodies or persons related thereto), and introducing the position of an independent member of the Supervisory Board and the requirement of their consent to resolutions adopted under the above-specified new powers of the Supervisory Board.
5. Changing the method of publication of the notice of the General Meeting, in particular, replacing the obligation to publish such notice in Hospodarske noviny with the obligation to publish the same on the Company's website.
6. Supplementing the provision on the potential conflict of interest of members of the Board of Directors and the disclosure obligation and influence on voting.
7. Making certain minor changes of a technical nature related to the planned listing of the Company's shares on the regulated market of the Warsaw Stock Exchange.
8. Making certain minor changes of a technical and legal nature.
VII. Ad Item 17 of Agenda (Authorization of Board of Directors to Increase Company's Registered Capital)
It is proposed that the Board of Directors be authorized to adopt a decision to increase the Company's registered capital. The proposed increase of the registered capital is due to the Company's intention to obtain non-loan capital for investment purposes and further development of its business activities. As the General Meeting is also to resolve on the listing on the regulated market of the Warsaw Stock Exchange, with such procedure requiring the coordination of the increase of the registered capital, as such, with the drafting of the prospectus under the applicable legal regulations, it is necessary to ensure sufficient flexibility for the Board of Directors to effect this intention. In addition, it is expedient for the Board of Directors to be entitled to resolve on the increase of the registered capital up to the specified limit by virtue of an authorization by the General Meeting, as in this manner, it would be able to respond in a flexible manner to potential fluctuations on the capital markets and to the financial needs of the Company.
The registered capital will be increased by the subscription of new shares. The Board of Directors is entitled to increase the registered capital by subscription of new shares more than once, with no limitation of the number of resolutions to increase the registered capital, but such increase is not to exceed CZK 766,666.60 (to wit: seven hundred and sixty-six thousand, six hundred and sixty-six crowns and sixty halers). The final amount of the registered capital will not exceed CZK 3,066,666.60. New shares of the Company to be subscribed shall be common bearer shares in certificated form, which new shares to be subscribed, like the existing shares, are to be immobilized (dematerialized) by the National Securities Depository in the Polish Republic (KDPW). The nominal value per share in all new issues will amount to CZK 0.10. It is proposed that the authorization to increase the Company's registered capital be granted to the Board of Directors for five years from the date of the General Meeting.
In addition, it is proposed that the relation between this authorization and a similar authorization granted by the General Meeting in 2009 be addressed.
VIII. Administrative Notice
Registration of shareholders for the General Meeting will take place at the venue of the General Meeting from 9:30 a.m. Shareholders being legal entities will present a valid extract from the Commercial Register (or a similar register) obtained no sooner than 1 month prior to the date of the General Meeting, or an official certified copy of such an extract. Shareholders being individuals, as well as representatives of any shareholders, will evidence their identity by a valid identification card or passport. (Presenting an identity card, or evidence of existence pursuant to this item will be required along with evidence of the right to attend the General Meeting pursuant to Item III above). Before the opening of the General Meeting, representatives of shareholders will also present a written power of attorney, which specifies the scope of their authorization and which meets any and all other requirements specified by law.
Shareholders are not be entitled to compensation of costs incurred by the same in connection with their attendance at the General Meeting.
Board of Directors of Photon Energy a.s.
Legal Basis: §4, paragraph 2, point 1 and point 3 of the Annex 3 to Resolution No. 733/2009 of the Warsaw Stock Exchange Management Board dated 18 December 2009 "Current and Periodical Information in the Alternative Trading System".
with its registered office at Uruguayská 380/17, Prague 2, Postal Code: 120 00,
Identification No. 282 23 250,
entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 13779
(the “Company")
pursuant to Section 184a of the Commercial Code and Article 23 (2) of the Company's Articles of Association hereby
CONVENES THE COMPANY'S ANNUAL GENERAL MEETING
(the “General Meeting")
I. Venue, Date, and Hour
The General Meeting will be held in the office of WHITE and CASE LLP, Branch, at Na PÅ™ÃkopÄ› 850/8, Prague 1, Postal Code: 110 00 on June 30, 2010 at 10 a.m.
II. Agenda of General Meeting
1. Opening of General Meeting;
2. Attendance Verification;
3. Election of Bodies of General Meeting;
4. Report on Company's Business Activities and Equity for Year 2009 (Presentation of Report by Board of Directors and Discussion of Same by General Meeting);
5. Report of Supervisory Board on Supervisory Activity for Year 2009 (Presentation of Report by Supervisory Board, and Discussion of Same by General Meeting);
6. Report on Relations among Related Entities for Year 2009 (Presentation of Report by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion of Same by General Meeting);
7. Financial Statements for Year 2009 (Presentation of Statements by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion and Approval of Same by General Meeting);
8. Proposal for Distribution of Profit for Year 2009 (Presentation of Proposal by Board of Directors, Presentation of Opinion Thereon by Supervisory Board, and Discussion and Approval of Same by General Meeting);
9. Approval of Remuneration of Members of Board of Directors and Supervisory Board for Year 2009;
10. Approval of Amended Articles of Association;
11. Appointment of Members of Audit Committee;
12. Approval of Incumbency Agreements with Members of Board of Directors, Supervisory Board, and Audit Committee for Year 2010;
13. Determination of Auditor for Year 2010;
14. Removal of Member of Supervisory Board from Office and Election of New Member of Supervisory Board;
15. Removal of Member of Board of Directors from Office and Election of New Member of Board of Directors;
16. Resolution on Listing of Company's Shares on Regulated Market of Warsaw Stock Exchange;
17. Authorization of Board of Directors to Increase Company's Registered Capital;
18. Resolution on Immobilization of Shares Issued as Result of Increase in Company's Registered Capital, and on Listing of Same on Regulated Market of Warsaw Stock Exchange;
19. Miscellaneous.
III. Reference Date for Attendance at General Meeting and Relevance Thereof
In accordance with Article 22 (5) of the Company's Articles of Association, the reference date for attendance at the General Meeting shall be the seventh calendar day before the date of the General Meeting, i.e. June 23, 2010 (the “Reference Date").
The Reference Date is relevant in terms of the determination of those persons authorized to attend the General Meeting and to exercise shareholder rights, i.e. to vote at the General Meeting. Such authorization will only pertain to persons who were so authorized as of the Reference Date, and who evidence the same at the General Meeting by presenting a certificate (świadectwo depozytowe) issued by a member of the National Securities Depository in the Polish Republic, which administers a holder's account for such person being a holder of securities.
IV. Ad Item 6 of Agenda (Report on Relations among Related Entities for Year 2009)
The unabridged Report on Relations among Related Entities for the Year 2009 is available for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice.
V. Ad Item 7 of Agenda (Financial Statements for Year 2009)
The unabridged Annual Financial Statements of the Company for the Year 2009 are available to shareholders for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice.
Key figures (in thousands of CZK) from the Annual Financial Statements for the Year 2009 are as follows:
ASSETS: LIABILITIES:
Long-term Assets 6,527 Shareholder Equity 18,356
Current Assets 26,604 Liabilities 14,782
Accruals 7 Accruals 0
Total 33,138 Total 33,138
Operating Results of Operation 9,687
Financial Results of Operation -1,084
Profit (Loss) before Tax 8,603
VI. Ad Item 10 of Agenda (Approval of Amended Articles of Association)
The unabridged draft amendment to the Company's Articles of Association to be discussed at the General Meeting is available to shareholders for inspection at the Company's registered office on business days from 9 a.m. to 2 p.m., commencing from the date of publication of this notice, and each shareholder is entitled to acquaint themselves with the same at the above-specified place. In addition, each shareholder shall also be entitled to request that a copy of the draft amendment be sent to the same at their expense and risk to the address that they specify.
The proposed amendment consists of the following:
1. Establishing an audit committee and determination of the functioning thereof, as follows from Act No. 93/2009 Coll., on Auditors and Auditors' Activities.
2. Introducing an obligation of the Board of Directors to publish draft resolutions (to be presented to the General Meeting) on the Company's website, with such publication to be made no less than 14 days prior to the General Meeting.
3. Extending the powers of the General Meeting (to include matters related to the selection of an auditor and the appointment of audit committee members).
4. Extending the powers of the Supervisory Board (to include the right to comment on the proposal for the remuneration of members of the Board of Directors, on the recommendation by the audit committee regarding the appointment of an auditor, and on introducing the requirement of the consent of the Supervisory Board to the conclusion of certain agreements with members of the Company's bodies or persons related thereto), and introducing the position of an independent member of the Supervisory Board and the requirement of their consent to resolutions adopted under the above-specified new powers of the Supervisory Board.
5. Changing the method of publication of the notice of the General Meeting, in particular, replacing the obligation to publish such notice in Hospodarske noviny with the obligation to publish the same on the Company's website.
6. Supplementing the provision on the potential conflict of interest of members of the Board of Directors and the disclosure obligation and influence on voting.
7. Making certain minor changes of a technical nature related to the planned listing of the Company's shares on the regulated market of the Warsaw Stock Exchange.
8. Making certain minor changes of a technical and legal nature.
VII. Ad Item 17 of Agenda (Authorization of Board of Directors to Increase Company's Registered Capital)
It is proposed that the Board of Directors be authorized to adopt a decision to increase the Company's registered capital. The proposed increase of the registered capital is due to the Company's intention to obtain non-loan capital for investment purposes and further development of its business activities. As the General Meeting is also to resolve on the listing on the regulated market of the Warsaw Stock Exchange, with such procedure requiring the coordination of the increase of the registered capital, as such, with the drafting of the prospectus under the applicable legal regulations, it is necessary to ensure sufficient flexibility for the Board of Directors to effect this intention. In addition, it is expedient for the Board of Directors to be entitled to resolve on the increase of the registered capital up to the specified limit by virtue of an authorization by the General Meeting, as in this manner, it would be able to respond in a flexible manner to potential fluctuations on the capital markets and to the financial needs of the Company.
The registered capital will be increased by the subscription of new shares. The Board of Directors is entitled to increase the registered capital by subscription of new shares more than once, with no limitation of the number of resolutions to increase the registered capital, but such increase is not to exceed CZK 766,666.60 (to wit: seven hundred and sixty-six thousand, six hundred and sixty-six crowns and sixty halers). The final amount of the registered capital will not exceed CZK 3,066,666.60. New shares of the Company to be subscribed shall be common bearer shares in certificated form, which new shares to be subscribed, like the existing shares, are to be immobilized (dematerialized) by the National Securities Depository in the Polish Republic (KDPW). The nominal value per share in all new issues will amount to CZK 0.10. It is proposed that the authorization to increase the Company's registered capital be granted to the Board of Directors for five years from the date of the General Meeting.
In addition, it is proposed that the relation between this authorization and a similar authorization granted by the General Meeting in 2009 be addressed.
VIII. Administrative Notice
Registration of shareholders for the General Meeting will take place at the venue of the General Meeting from 9:30 a.m. Shareholders being legal entities will present a valid extract from the Commercial Register (or a similar register) obtained no sooner than 1 month prior to the date of the General Meeting, or an official certified copy of such an extract. Shareholders being individuals, as well as representatives of any shareholders, will evidence their identity by a valid identification card or passport. (Presenting an identity card, or evidence of existence pursuant to this item will be required along with evidence of the right to attend the General Meeting pursuant to Item III above). Before the opening of the General Meeting, representatives of shareholders will also present a written power of attorney, which specifies the scope of their authorization and which meets any and all other requirements specified by law.
Shareholders are not be entitled to compensation of costs incurred by the same in connection with their attendance at the General Meeting.
Board of Directors of Photon Energy a.s.
Legal Basis: §4, paragraph 2, point 1 and point 3 of the Annex 3 to Resolution No. 733/2009 of the Warsaw Stock Exchange Management Board dated 18 December 2009 "Current and Periodical Information in the Alternative Trading System".
