Bulletin
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Changes to the agenda of the Annual General Meeting of Netia S.A. convened for June 2, 2015 (27/2015)
The Management Board of Netia S.A. (the “Company”) informs that the Company has received from Mennica Polska SA, a shareholder representing at least one twentieth of the Company’s share capital (the “Shareholder”), 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 upcoming Annual General Meeting of the Company convened for June 2, 2015 of the following additional matter: "Adoption of a resolution concerning a repeal of Netia’s Performance Stock Option Plan for the years 2010 – 2020 and an amendment in this respect to the Resolution No. 26 of the Annual General Meeting of Netia SA dated May 26, 2010 regarding the issuance of series 1 subscription warrants with the exclusion of pre-emptive rights and the conditional increase of the share capital of the Company with the exclusion of pre-emptive rights”.
In accordance with Article 401 section 1 sentence 4 of the Commercial Companies Code, the Shareholder presented a justification to the proposed new item of the agenda as follows:
“In connections with the steps taken by the Company authorities to implement bonuses on an individual basis and in connection with the resolution of the Company’s Supervisory Board to waive the continuation of Netia’s Performance Stock Option Plan starting from 2015, in particular to discontinue granting the stock options in 2015 and in subsequent years, it is justified to repeal the currently binding bonus mechanism based on the Company’s stock options.”
Accordingly, the Company hereby announces the amended agenda:
- Opening of the Annual General Meeting.
- Election of the chairman of the Annual General Meeting.
- Statement that the Annual General Meeting was properly convened and that it may adopt resolutions.
- Adoption of a resolution concerning approval of the agenda of the Annual General Meeting.
- Review of the Management Board’s report on the activities of the Company and the Netia Group for a financial year 2014, the stand-alone and consolidated financial statements of the Company for a financial year 2014 and the Supervisory Board’s report for a financial year 2014.
- Adoption of a resolution concerning approval of the Management Board’s report on the activities of the Company for a financial year 2014.
- Adoption of a resolution concerning approval of the Management Board’s report on the activities of the Netia Group for a financial year 2014.
- Adoption of a resolution concerning approval of the stand-alone financial statement of the Company for a financial year 2014.
- Adoption of a resolution concerning approval of the consolidated financial statement of Netia Group for a financial year 2014.
- 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 2014.
- Adoption of a resolution concerning the allocation of the Company’s profit for 2014 and covering the loss from the previous years created as the result of the companies’ merger.
- Presentation of the key elements of the plan of merging the Company with its wholly-owned subsidiary Netia Brand Management sp. z o.o.
- Adoption of a resolution concerning the Company’s merger with its wholly-owned subsidiary Netia Brand Management sp. z o.o.
- Adoption of resolutions on complementation of the Supervisory Board in the current term of office.
- Adoption of a resolution concerning a repeal of Netia’s Performance Stock Option Plan for the years 2010 – 2020 and an amendment in this respect to the Resolution No. 26 of the Annual General Meeting of Netia SA dated May 26, 2010 regarding the issuance of series 1 subscription warrants with the exclusion of pre-emptive rights and the conditional increase of the share capital of the Company with the exclusion of pre-emptive rights
- Closing of the Annual General Meeting.
Legal basis:
Art. 56 section 1 item 2 of the Act on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies in connection with § 38 clause 1 point 4 of Ordinance of the Ministry of Finance dated 19 February 2009 on the current and periodical information delivered by the issuers of securities and on consideration as equivalent the information required by law of the countries outside the EU (consolidated text Journal of Laws from 2014, item 133, as amended).