Bulletin
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29 May 2012
Changes to the agenda of the Annual General Meeting of Netia S.A. convened for June 19, 2012 (44/2012)
The Management Board of Netia S.A. (the “Company”) informs that the Company has received from Third Avenue Management, a shareholder representing more than 5% of the Company’s share capital, a request regarding a change of the agenda of the Annual General Meeting of the Company, based on Article 401 par. 1 of the Commercial Companies Code, concerning the addition to the agenda of the Annual General Meeting of the Company of the following additional matter: "Adoption of a resolution on the amendment to the Rules of Remuneration of the Supervisory Board Members, Paragraph 3, Restricted Stock Units."
Presented below is the justification for extending the AGM’s agenda received from the shareholder:
"The goal of proposed amendments is to allow Supervisory Board Members limited flexibility with respect to monetizing a portion of the vested RSUs absent a trigger event (death, disability, or change of control of the company), as long as they maintain a minimum level of vested RSUs in the company which is consistent with principles of good corporate governance and direct alignment with the interests of shareholders."
Accordingly, the Company hereby announces the amended agenda:
Legal basis:
§38 section 1 subsection 4 of the Regulation of the Council of Ministers dated 19 February 2009 on current and periodical information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259 with amendments).
Presented below is the justification for extending the AGM’s agenda received from the shareholder:
"The goal of proposed amendments is to allow Supervisory Board Members limited flexibility with respect to monetizing a portion of the vested RSUs absent a trigger event (death, disability, or change of control of the company), as long as they maintain a minimum level of vested RSUs in the company which is consistent with principles of good corporate governance and direct alignment with the interests of shareholders."
Accordingly, the Company hereby announces the amended agenda:
- Opening of the AGM.
- Election of the chairman of the AGM.
- Statement that the AGM has been properly convened and that it may adopt resolutions.
- Review of the Management Board’s report on the activities of the Company and the Netia Group for 2011, the stand-alone and consolidated financial statements of the Company for 2011 and the Supervisory Board’s report for 2011.
- Adoption of resolutions regarding the approval of the Management Board’s report on the activities of the Company and the Netia Group for 2011, the stand-alone financial statements of the Company for 2011 and the consolidated financial statements of the Netia Group for 2011.
- Adoption of resolutions regarding the granting of approval to the performance of duties by individual members of the Company’s Management Board and the Supervisory Board in 2011.
- Adoption of a resolution regarding the distribution of the Company’s profit for 2011 and
- the retained earnings of the Company from previous years.
- Presentation of the key elements of the plan of merging the Company with its wholly owned subsidiary, CDP Netia sp. z o.o. (formerly Crowley Data Poland sp. z o.o.).
- Adoption of a resolution regarding the Company’s merger with CDP Netia sp. z o.o. (formerly Crowley Data Poland sp. z o.o.).
- Adoption of a resolution on the amendment to the Rules of Remuneration of the Supervisory Board Members, Paragraph 3, Restricted Stock Units. The matter was placed on the agenda at the request of Third Avenue Management.
- Closing of the AGM.
Legal basis:
§38 section 1 subsection 4 of the Regulation of the Council of Ministers dated 19 February 2009 on current and periodical information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259 with amendments).