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29.07.2021, 19:26
KER NOTICE TO THE SHAREHOLDERS - EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby give you notice of the
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS to be held on 30 August 2021 at 3 p.m. (Luxembourg time) at the registered office of the Company, at 9, rue de Bitbourg, L-1273 Luxembourg, with the following agenda: AGENDA 1. Acknowledgement of certain conflicts of interest; 2. Acknowledgement, approval and, to the extent necessary, ratification of the management incentive plan and, in the context of such management incentive plan, acknowledgement of put option agreements and granting of an authorisation to the board of directors of the Company for a period commencing on the date of the general meeting resolving on the present agenda and expiring on 31 December 2025, to purchase in this context, in the name and on behalf of the Company, a maximum of two million seven hundred ninety-two thousand four hundred thirty-five (2,792,435) shares of the Company without nominal value, in accordance with the conditions set forth in the article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, for a purchase price as set out in such put option agreements; 3. Granting of an authorisation to the board of directors of the Company for a period of two (2) years as of the date of the general meeting resolving on the present agenda, to (i) purchase, in the name and on behalf of the Company, or (ii) designate any wholly-owned subsidiary of the Company to purchase, a maximum of 19,200,000 (nineteen million two hundred thousand) shares of the Company without nominal value, in accordance with the conditions set forth in the article 430-15 and the article 430-23 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, for a purchase price which shall (i) not be less than PLN 50 (fifty Polish Zloty) per share and (ii) not be more than PLN 65 (sixty-five Polish Zloty) per share, for a total maximum consideration equivalent to USD 250,000,000 (two hundred and fifty million United States Dollars); 4. Approval and ratification of the remuneration policy; 5. Appointment of Mrs. Pieternel Boogaard as a new non-executive independent director of the Company and approval of her remuneration; 6. Amendment of articles 1, 5, 10 and 11 of the articles of association of the Company; 7. Appointment of a new independent auditor of the Company in respect of the audit of the consolidated and unconsolidated annual accounts of the Company for a one-year term, which shall become effective on the date of the annual general meeting of the shareholders to be held in 2021 and which shall terminate on the date of the annual general meeting of shareholders to be held in 2022; and 8. Delegation of powers.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS to be held on 30 August 2021 at 3 p.m. (Luxembourg time) at the registered office of the Company, at 9, rue de Bitbourg, L-1273 Luxembourg, with the following agenda: AGENDA 1. Acknowledgement of certain conflicts of interest; 2. Acknowledgement, approval and, to the extent necessary, ratification of the management incentive plan and, in the context of such management incentive plan, acknowledgement of put option agreements and granting of an authorisation to the board of directors of the Company for a period commencing on the date of the general meeting resolving on the present agenda and expiring on 31 December 2025, to purchase in this context, in the name and on behalf of the Company, a maximum of two million seven hundred ninety-two thousand four hundred thirty-five (2,792,435) shares of the Company without nominal value, in accordance with the conditions set forth in the article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, for a purchase price as set out in such put option agreements; 3. Granting of an authorisation to the board of directors of the Company for a period of two (2) years as of the date of the general meeting resolving on the present agenda, to (i) purchase, in the name and on behalf of the Company, or (ii) designate any wholly-owned subsidiary of the Company to purchase, a maximum of 19,200,000 (nineteen million two hundred thousand) shares of the Company without nominal value, in accordance with the conditions set forth in the article 430-15 and the article 430-23 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, for a purchase price which shall (i) not be less than PLN 50 (fifty Polish Zloty) per share and (ii) not be more than PLN 65 (sixty-five Polish Zloty) per share, for a total maximum consideration equivalent to USD 250,000,000 (two hundred and fifty million United States Dollars); 4. Approval and ratification of the remuneration policy; 5. Appointment of Mrs. Pieternel Boogaard as a new non-executive independent director of the Company and approval of her remuneration; 6. Amendment of articles 1, 5, 10 and 11 of the articles of association of the Company; 7. Appointment of a new independent auditor of the Company in respect of the audit of the consolidated and unconsolidated annual accounts of the Company for a one-year term, which shall become effective on the date of the annual general meeting of the shareholders to be held in 2021 and which shall terminate on the date of the annual general meeting of shareholders to be held in 2022; and 8. Delegation of powers.