Bulletin
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05 June 2013
Changes to the agenda of the Annual General Meeting of Netia S.A. convened for June 28, 2013 (20/2013)
Please note that the below published
draft resolution was subsequently superseded with the amended version received
from the Shareholder on June 5, 2013 and published in Netia's current report No. 21/2013.
The Management Board of Netia S.A. (the “Company”) informs that the Company has received from Third Avenue Management LLC, 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 regarding the granting of additional remuneration to Supervisory Board members."
The draft resolution proposed by the Shareholder along with the justification is attached in an annex.
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).
The Management Board of Netia S.A. (the “Company”) informs that the Company has received from Third Avenue Management LLC, 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 regarding the granting of additional remuneration to Supervisory Board members."
The draft resolution proposed by the Shareholder along with the justification is attached in an annex.
Accordingly, the Company hereby announces the amended agenda:
- Opening of the AGM.
- Election of the chairman of the AGM.
- Statement that the AGM was 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 2012, the stand-alone and consolidated financial statements of the Company for 2012 and the Supervisory Board’s report for 2012.
- Adoption of resolutions concerning approval of the Management Board’s report on the activities of the Company and the Netia Group for 2012, the stand-alone financial statements of the Company for 2012 and consolidated financial statements of Netia Group for 2012.
- Adoption of resolutions concerning the granting of approval of the performance of duties by individual members of the Management Board and the Company’s Supervisory Board in 2012.
- Adoption of resolutions concerning the covering the Company’s loss in 2012.
- Adoption of a resolution regarding the redemption of the treasury shares (akcje własne) of the Company.
- Adoption of a resolution regarding the decrease of the Company’s share capital.
- Adoption of a resolution regarding the establishment of the supplementary capital of the Company.
- Adoption of a resolution regarding the amendment of the paragraph 5 of the Company’s Statute.
- Adoption of a resolution regarding the adoption of the amended and restated version of the Company's Statute.
- Adoption of a resolution concerning the change to the composition of the Supervisory Board. This issue has been included in the agenda in connection with the expiration of the term of office of the Supervisory Board member.
- Adoption of a resolution regarding the granting of additional remuneration to Supervisory Board members.
- 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).