Announcements
General Meetings of the Stalexport Autostrady S.A.
Dear shareholders,
We would like to inform you that on 3 August 2009 an amendment to the Commercial Companies Code came into force. The amendment, passed on 5 December 2008 (Dz.U. [Journal of Laws] of 2009, No. 2, Item 28), includes, in particular, new principles of organisation of public joint stock companies' general meetings.
According to amended regulations the extraordinary general meeting is convened by the Management Board on its own initiative or the initiative of the Supervisory Board and also at the request of the shareholder or shareholders representing at least one twentieth of the Company's share capital. The request for convening the general meeting should specify issues to be included in the agenda or contain a draft of the resolution concerning the proposed agenda. At the same time the extraordinary general meeting can be convened by the shareholders representing, at least, half of the share capital or at least half of the votes in the Company.
Besides, a shareholder or shareholders representing at least one twentieth of the share capital may require certain issues to be included in the agenda of the nearest General Meeting in accordance with the provisions of the generally applicable law.
The General Meeting is convened in a manner and according to the rules stipulated by the generally applicable provisions of law. This means that the general meeting shall be announced in a current report and published on the website of Stalexport Autostrady S.A. (www.stalexport-autostrady.pl), not later than 26 days prior to the date of the general meeting. At the same time the public company's obligation to announce in Monitor Sądowy i Gospodarczy [Court and Commercial Gazette] the information about convention of the general meeting has been abolished.
Besides, the Commercial Companies Code amendment, unlike until now, regulates the issue of establishing the list of shareholders authorized to participate in the public company's general meeting and of registration of the authorized shareholders.
The 16th day before the date of the general meeting shall be the so called "record date" which means that each shareholder who has the shares of Stalexport Autostrady S.A. on his/her account on that date shall be authorized to participate in the general meeting (thereby the share blocking obligation has been abolished). Placing the shareholder on the list made available to the Company by the National Depository for Securities shall constitute the basis for admission of the shareholder to participate in the general meeting.
At the same time we would like to inform that the shareholders of Stalexport Autostrady S.A. who have particular rights, especially the right to request convention of the general meeting, to introduce particular issues into the agenda of the general meeting or who wish to inform about granting a proxy with regard to participation in the general meeting have the right to contact the Company and send to the Company respective applications via e-mail: [email protected].
When sending your application please attach the documents allowing us to identify you as the shareholder of Stalexport Autostrady S.A., in particular a scanned copy of your ID card, passport or any other document enabling us to identify you as the shareholder (or as a proxy if the information about granting a proxy is sent to us via e-mail). Should the shareholder be a legal person or an organisational unit, referred to in Article 331 of the Polish Civil Code, the shareholder should also send a scan of the copy from the register in which he/she is entered and a scan of the copy from the register in which the proxy is entered (if the information sent refers to granting a proxy).
Any documents sent in an electronic form should be translated into the Polish language by a sworn translator. A copy of an apostilled document may be sent in such a form. The shareholder sending a respective application to the Company should also send the information about the e-mail address through which the representatives of Stalexport Autostrady S.A. will be able to communicate with the shareholder and his/her proxy (in the situation of appointment of the proxy by a shareholder). Additionally, the shareholder granting proxy in an electronic form shall send together with the notice also the text of the granted proxy.
At the same time we would like to inform that the Company may undertake appropriate actions for identifying the shareholder for the purpose of verifying the rights to which they are entitled and which they may exercise by using means of electronic communication.
The detailed information concerning the individual general meetings convened by the Company will be every time place in the announcement about convening the general meeting.
Stalexport Autostrady S.A.