DGAP-News: SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s. / Key word(s): AGM/EGM
SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s.: NOTIFICATION OF CONVOCATION OF
ORDINARY GENERAL MEETING
31.05.2016 / 17:30
The issuer is solely responsible for the content of this announcement.
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NOTIFICATION OF CONVOCATION OF ORDINARY GENERAL MEETING
The board of directors of the joint stock company SLOVENSKÉ ENERGETICKÉ
STROJÁRNE a.s. (abbreviated: SES a.s.), with seat at Továrenská 210, 935 28
Tlmače, Slovakia, company ID No.: 31 411 690, registered in the commercial
register of the District Court Nitra, Section Sa, Insert No. 39/N (the
"Company" or "SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s.") in accordance with
Sec. 184 and 184a of the Slovak Act No. 513/1991 Coll. Commercial Code as
amended ("CC") and Art. 10, Para. 10.2.6 of Articles of Association of the
Company
convenes ordinary general meeting
of the company SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. to be held on
30.06.2016 at 10:00 am at the municipal cultural centre Tlmače - Lipník,
nám. Odborárov č. 5 ("OGM") with following agenda:
1. Opening of OGM and election of bodies of OGM
2. Information to OGM on ordinary individual financial statements of the
Company elaborated as at 31.12.2015, Annual report containing report on
business activities of the Company and state of its assets for 2015,
Proposal of board of directors for settlement of economic result of the
Company for 2015
3. Information to OGM on standpoint of supervisory board to ordinary
individual financial statements of the Company elaborated as at
31.12.2015, to the proposal of board of directors for settlement of
economic result for 2015 and on results of supervisory activities of
supervisory board for 2015
4. Information to OGM on standpoint of the audit committee of the Company
to oversight of the process of elaboration of ordinary individual
financial statements of the Company elaborated as at 31.12.2015 and
observance of legal rules and oversight of audit and independency of
auditor performing audit for 2015 and information to OGM regarding
recommendation of audit committee of the Company for approval of
auditor performing audit of the Company for 2016
5. Information to OGM on auditor's report including standpoint to ordinary
individual financial statements as at 31.12.2015
6. Approval of ordinary individual financial statements of the Company as
at 31.12.2015 and proposal for settlement of economic result for 2015
7. Recall of members of supervisory board of the Company
8. Appointment of members of supervisory board of the Company and
determination of chairman of supervisory board of the Company
9. Recall of member of audit committee of the Company
10. Appointment of member of audit committee of the Company
11. Information to OGM about proposal of board of directors for decrease of
registered capital of the Company. Information to OGM on standpoint of
supervisory board to decrease of registered capital of the Company and
proposed usage of funds from decrease of registered capital of the
Company exclusively for the purpose of coverage of losses of the
Company shown by the Company
12. Decision on decrease of the registered capital of the Company and
decision on determination of adequate compensation to shareholders of
the Company owning shares of the Company of issue ISIN:SK1120010386
currently of nominal value 8 EUR/share for the case that value of share
of these entitled shareholders in the Company would be changed due to
capital decrease
13. Approval of auditor for performance of audit for year 2016
14. Information on Business plan of the Company for 2016
15. Closing of OGM
Ad Point 2 of Agenda of OGM:
Main data from ordinary individual financial statements as at 31.12.2015
(TEUR)
Balance sheet:
Profit and loss statement:
<pre>
Total assets 79 692 Total equity 79 692 Total revenue 100 371
and
liabilities
Non-current 34 262 Equity (30 926) Total (101 489)
assets production
costs
Current assets 45 430 Loans 75 911 Profit or 149
loss for the
current
period after
tax
</pre>
Ad Point 12 of Agenda of OGM:
Decision on decrease of registered capital
As the Company shows negative equity and as of 01.01.2016 it can be
considered as company in crisis pursuant to Sec. 67a et seq. of CC, the
board of directors proposes decrease of registered capital of the Company
because of and for purposes of coverage (decrease) of loss of the Company
shown by the Company.
It is proposed that the following resolution is passed:
"General meeting of SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. approves decrease
of the registered capital under the following terms and conditions:
(i) reason and purpose of registered capital decrease and way of usage of
funds acquired from the registered capital decrease: General meeting
approves registered capital decrease for the reason of effort to
decrease losses of the Company, whereas funds acquired from the
registered capital decrease will be used exclusively for purposes of
coverage of losses shown by the Company - purpose of registered capital
decrease is exclusively decrease of losses shown by the Company;
(ii) extent of registered capital decrease: General meeting approves
registered capital decrease from the amount of EUR 22,010,739.34048
(paid-up in full) by amount of EUR 18,993,050.34048, whereas the new
amount of registered capital after decrease will be EUR 3,017,689;
(iii) way of execution of registered capital decrease: General meeting
approves registered capital decrease by decrease of nominal value of
all shares of the Company as follows:
- issue of ISIN: SK1120010386 from the current nominal value of EUR 8/
share to the nominal value of EUR 1/share;
- issue of ISIN: SK1120008034 from the current nominal value of EUR
6.638784/share to the nominal value of EUR 1/share;
(iv) funds acquired from the registered capital decrease will be used
exclusively for coverage of losses of the Company shown by the Company;
(v) determination of amount of consideration to shareholders: no
consideration will be provided to shareholders from funds acquired from
registered capital decrease;
(vi) funds acquired from registered capital decrease will not be used for
waiving the obligation of shareholders to pay up the non-paid part of
issue price of shares since the issue price of all shares of the
Company is paid-up in full;
(vii) as the shares of the Company are dematerialized, no submission
thereof
is required and thus no time period for submission of shares is being
determined.
Decrease of the registered capital takes effects as of the date of
registration in the commercial register. General meeting authorizes the
board of directors to ensure that the application for registration of
changes of data registered about joint stock company in the commercial
register - application for decrease of registered capital of the Company is
submitted whereas it shall be proposed therein that data relating to
registered capital decrease shall be registered as at 31.07.2016. Decrease
in nominal value of dematerialized shares will be performed by change of
entry of amount of their nominal value in registry of securities."
Since after registered capital decrease the nominal values of shares of
both issues will be of the same value, provision of adequate compensation
is proposed for the case that value of share of shareholders owning shares
of issue ISIN: SK1120010386 in the Company would be changed due to
registered capital decrease. It is proposed that the following resolution
is passed:
"General meeting of SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. approves provision
of adequate compensation to shareholders owning shares of issue ISIN:
SK1120010386 the nominal value of which is currently EUR 8/share for the
case that value of share of these shareholders in the Company would be
changed due to registered capital decrease. Compensation to be provided to
these entitled shareholders owning shares of issue ISIN: SK1120010386 will
be determined in adequate amount on basis of expert opinion. General
meeting determines that the amount of compensation to entitled shareholders
owning shares of issue ISIN: SK1120010386 will be determined as at the date
of registration of registered capital decrease in the commercial register,
whereas compensation will be paid to those entitled shareholders owning the
shares of issue ISIN: SK1120010386 who will be shareholders of the Company
as at date of registration of registered capital decrease in the commercial
register. Compensation will be paid if its amount exceeds zero. Board of
directors of the Company will publish information on amount of adequate
compensation and method of its calculation at website of the Company in
section "Pre investorov", subsection "Valné zhromaŽdenia" and subsequent
subsection "Valné zhromaŽdenie 2016 - riadne - jún" within 30 days after
registration of registered capital decrease in the commercial register at
the latest. This consideration (adequate compensation) will be paid to
shareholders via bank transfer to the bank account on basis of duly
exercised right for payment of compensation. The entitled shareholders
shall exercise right for payment of adequate compensation via request for
bank transfer of compensation to the bank account delivered to the address
of seat of the Company. Shareholder - legal entity is obliged to enclose
the request with excerpt from the commercial register (original or
officially verified copy) not older than three months. Board of directors
of the Company will publish the form of the request at website of the
Company in section "Pre investorov", subsection "Valné zhromaŽdenia" and
subsequent subsection "Valné zhromaŽdenie 2016 - riadne - jún" not later
than on date of registration of registered capital decrease in the
commercial register. Compensation is payable on basis of duly exercised
right for its payment within 60 days after delivery of request."
Information and advice to shareholders:
a) The essence of proposed amendments to Articles of Association of the
Company ("AoA") consists in taking into account changes proposed by
resolution on decrease of registered capital of the Company, whereas by
adoption of resolution on registered capital decrease, AoA will be
amended in line with Sec. 173(2) of CC as to the amount of registered
capital and nominal values of shares of the Company. Method of
determination of number of votes of shareholders at general meeting
remains after proposed change of AoA in line with Art. 5.4 of AoA
unaffected and the number of votes of shareholder will be determined by
ratio of nominal value of his/her shares to the amount of registered
capital of the Company. Shareholder has the right to ask for copies of
draft AoA, list of persons nominated as members of supervisory board
with proposed position and list of persons nominated as member of audit
committee of the Company with proposed position, or their sending to
the address stated by shareholder at his/her costs and risk via request
sent to akcionar@ses.sk.
b) The Company will send notification of convocation of general meeting of
the Company to shareholder being holder of bearer share by registered
mail at least 30 days prior to general meeting of the Company to the
address stated by him/her at his/her expenses, if owner of bearer share
has established a pledge over at least one share of the Company as a
security for recovery of costs related thereto in favour of the
Company. A shareholder being holder of bearer shares and who has
established a pledge over shares of the Company as a security for
recovery of costs related thereto in favour of the Company has the
right to ask for sending copies of the financial statements at his/her
expenses and risk to the address stated by him/her.
c) Shareholder has the right to participate in and vote at general
meeting, to request at general meeting information and explanations
regarding matters of the Company or matters of persons controlled by
the Company relating to the subject-matter of general meeting and
submit proposals. Number of votes of shareholder is determined by ratio
of nominal value of his/her shares to the amount of registered capital
of the Company. The board of directors of the Company ("BoD") is
obliged to provide each shareholder upon request at the general meeting
with complete and true information and explanations relating to the
subject-matter of general meeting. If BoD is unable to provide a
shareholder with complete information at general meeting, or if at
general meeting a shareholder requests so, the BoD is obliged to
provide the shareholder with the information in writing within 15 days
from the general meeting at the latest. The BoD shall send the written
information to the shareholder to the address he/she stated; otherwise,
it shall provide the information at the seat of the Company. In its
written information or answer at the general meeting directly, the BoD
may refer the shareholder to website of the Company (www.ses.sk) under
condition that this contains answer to his/her request in the form
question-answer.
d) If the website of the Company does not contain requested information or
contains incomplete information, upon petition of the shareholder, the
court shall decide about duty of the Company to provide the requested
information. Provision of information may be refused only if by its
disclosure law would be violated or in case from diligent consideration
of information content it results, that its disclosure could cause harm
to the Company or to a person controlled by the Company; provision of
information regarding economic matters and proprietary matters of the
Company cannot be refused. The BoD shall decide about refusal to
provide information during general meeting. If the BoD refuses to
provide the information, upon shareholder's request, the supervisory
board of the Company ("SB") shall decide about duty of the BoD to
provide the requested information during the general meeting; upon SB's
request, the chairman of general meeting can suspend the general
meeting for the time necessary for SB to pass decision. If SB decides
that it does not agree with provision of information, upon petition of
the shareholder, the court will decide, whether the Company is obliged
to provide the requested information. Shareholder's right under this
section d) of the notification expires unless a shareholder exercises
the right at the court within one month from the general meeting at
which he/she requested BoD or SB to provide such information.
e) A shareholder or shareholders holding shares with nominal value of at
least 5% of registered capital has/have the right to request the BoD in
writing to convene the extraordinary general meeting to discuss
proposed agenda when stipulating reasons. The BoD shall convene the
extraordinary general meeting so that it shall take place within 40
days after receipt of the request for convocation of the general
meeting at the latest; the BoD is not entitled to change proposed
agenda of general meeting and the BoD is entitled to complement the
proposed agenda only upon consent of persons who have asked for
convocation of extraordinary general meeting in line with the
respective provision of CC. Unless the BoD meets duty pursuant to
preceding sentence of this point e) of this notification, the court
will decide upon petition of a shareholder or shareholders owning
shares with nominal value of at least 5% of registered capital pursuant
to first sentence of this point e) of this notification that the court
authorized them to convene the extraordinary general meeting within the
time period under Sec. 181(2) of CC and to perform all therewith
connected acts. At the same time, upon petition of the shareholders,
the court determines the chairman of the general meeting who will
preside the general meeting until the chairman of the general meeting
is appointed. Notification of convocation of such general meeting must
contain verdict of decision and identification of the court rendering
the decision as well as date when the decision has become enforceable.
If the court authorizes shareholders to convene the general meeting,
the expenses of court proceedings and of general meeting shall be borne
by the Company. The members of the BoD are jointly and severally liable
for settlement of expenses of court proceedings and of general meeting.
The Company is entitled to reimbursement of damage suffered by
settlement of expenses of court proceedings towards the members of BoD.
The request of shareholders according to first sentence can be complied
with only if these shareholders prove that they own shares at least
three months prior to lapse of the time period for convocation of
extraordinary general meeting by the BoD pursuant to Sec. 181(2) of CC.
f) A shareholder or shareholders holding shares with nominal value of at
least 5% of the registered capital has/have the right to request the
BoD to put certain item on the agenda of general meeting and general
meeting is obliged to discuss it; the request for supplementation of
the agenda must be accompanied by a justification or a draft resolution
of general meeting to be adopted; otherwise, general meeting is not
obliged to attend to such request. If the request for supplementation
of the agenda is delivered after the convocation of general meeting was
published, the BoD shall publish a supplement to the agenda of general
meeting in a manner stipulated by law and determined by AoA for
convening the general meeting at least ten days before general meeting;
if such a notice on supplementation of the agenda of general meeting is
not possible, the item in question can be put on the agenda of general
meeting only if all shareholders of the Company participate in general
meeting and consent thereto; if the request for supplementation of the
agenda is delivered by shareholders pursuant to Sec. 181(1) of CC 20
days before general meeting at the latest, the BoD is obliged to
publish the notice on supplementation of the agenda not later than 10
days before general meeting. Furthermore, upon request of shareholders
pursuant to first sentence of this point (i) SB examines exercise of
powers by BoD in stipulated matters, (ii) BoD makes on behalf of the
Company claims for payment of issue price of shares towards
shareholders being in delay with the payment (if applicable), or will
make claims of the Company for return of consideration paid to
shareholders by the Company against CC, (iii) SB makes on behalf of the
Company claims for reimbursement of damage or other claims that the
Company has towards members of BoD, (iv) SB makes on behalf of the
Company claims for payment of issue price of shares, if the Company
subscribed to shares forming its registered capital against CC (Sec.
161 of CC), (v) SB exercises on behalf of the Company claims of the
Company towards members of BoD as guarantors under CC. If the BoD or SB
do not attend the shareholders' request without undue delay, the
shareholders pursuant to Sec. 181(1) of CC are entitled to make the
above claims on behalf of the Company. A person other than a
shareholder who submitted the petition at the court or representative
authorized by him/her, cannot perform towards the Company acts in the
court proceeding. Shareholders who make on behalf of the Company claims
pursuant to preceding sentence are obliged to bear expenses of the
court proceeding instead of the Company. If the Company is granted
reimbursement of expenses of the proceeding, person being obliged to
such reimbursement is obliged to pay these to shareholder making the
claims on behalf of the Company.
g) A shareholder attends the general meeting personally or represented by
proxy holder based on a written proxy. If the shareholder grants the
proxy to exercise voting rights attached to the same shares at one
general meeting to more proxy holders, the Company shall allow voting
to the proxy holder who was registered in the attendance list at the
general meeting at first. In case of public joint stock company, a SB
member may act as shareholder's proxy holder as well. SB member shall
however notify the shareholder of all facts that might affect
shareholder's decision on granting the proxy for representation at the
general meeting to a SB member. The proxy shall contain specific
instructions for voting on each decision or item of the agenda of the
general meeting on which the SB member shall vote as the proxy holder
on behalf of the shareholder. If more shareholders granted a written
proxy for representation to the same proxy holder, such proxy holder
may vote at the general meeting on behalf of each of the represented
shareholders independently. If a shareholder of the Company has shares
on more than one securities accounts under a special act, the Company
shall allow the shareholder to be represented by one proxy holder in
relation to each securities account under a special act. Template of
the written proxy is attached to this notification. This template is
also available on website of the Company at www.ses.sk in section "Pre
investorov", subsection "Valné zhromaŽdenia" and subsequent subsection
"Valné zhromaŽdenie 2016 - riadne - jún". The Company receives notices
of appointment of proxy holder, change of granted proxy and of
revocation thereof also via electronic means being e-mail sent
akcionar@ses.sk and that in the form of scanned copy of a document
fulfilling formal essentials being in Slovak or Czech language (or is
officially translated into Slovak/Czech language), it is readable and
in format "pdf" or "tiff". In connection with granting of proxy,
notices of appointment of proxy holder, change of granted proxy and of
revocation thereof, the Company is entitled to impose on shareholder
only such duties that are necessary for verification of identity and
for enabling the possibility to verify the extent of the proxy and
content of instructions for voting and that only in the extent adequate
for this purpose.
h) Shareholder is entitled to ask for copies of full wordings of
documents, including draft AoA and list of persons nominated as members
of SB and list of person nominated as member of audit committee and
draft resolutions of general meeting that will be discussed as a part
of determined agenda of general meeting at the seat of the Company, in
office of BoD secretary during working days from 10:00 am until 12:00
noon from day of publishing of this notification of convocation of
general meeting until 29.06.2016 and on day of OGM from 08:00 am until
09:00 am, i.e. in the time period of at least 30 days prior to general
meeting of the Company as required by CC. The above documents and draft
resolutions are available at the same time and place for inspection at
the seat of the Company. The same availability is ensured for document
on organizational measures valid for general meeting "Organizačné
zabezpečenie rokovania riadneho valného zhromaŽdenia".
i) Data and documents stated in this advice are published on website of
the Company www.ses.sk in section "Pre investorov", subsection "Valné
zhromaŽdenia" and subsequent subsection "Valné zhromaŽdenie 2016 -
riadne - jún".
j) Electronic means by which the Company publishes the information under
special regulation is website of the Company at www.ses.sk.
k) As the premises of the seat of the Company (Továrenská 210, 935 28
Tlmače) are not suitable for OGM due to number of shareholders, the BoD
informs the shareholders that in line with Sec. 184(5) of CC the OGM
will take place in municipal cultural centre Tlmače - Lipník, nám.
Odborárov č. 5 so that the exercise of rights by shareholders at the
OGM is not limited.
l) In line with Art. 8, Para. 8.1 of AoA of the Company, the course of OGM
is governed by the AoA and internal norm of the Company "Organizačné
zabezpečenie rokovania riadneho valného zhromaŽdenia" approved by the
BoD that is available to shareholders for inspection at the seat of the
Company in the time period stated by AoA for convocation of OGM at time
and place stated in point g) of this notification and also during the
OGM.
m) In line with Sec.184a(1)(d) of CC, the BoD advises shareholders that
the possibility of absentee voting by mail pursuant to Sec. 190a of CC
and the shareholders' participation in and voting at the general
meeting by electronic means pursuant to Sec. 190d of CC are not
applicable to the Company, i.e. such possibilities are not regulated in
AoA of the Company. Amendment of AoA and enabling absentee voting and/
or participation in and voting at the general meeting by electronic
means under Sec. 190d of CC and introduction of these possibilities for
voting and/or participation requires approval by three-fifths majority
of votes of all shareholders of the Company.
n) In line with Art. 9 of AoA (Decision-making by general meeting), the
BoD informs as follows: General meeting passes decisions by voting upon
call of chairman of general meeting. In case more proposals are
submitted, the chairman of general meeting shall decide on the order of
proposals in which the voting will be performed. Scrutineers shall
inform the chairman of general meeting and minutes keeper about voting
results. For passing of resolution of general meeting about amendment
to AoA, registered capital increase, registered capital decrease,
authorization to BoD to registered capital increase under Sec. 210 of
CC, on issuance of priority bonds or convertible bonds, dissolution of
the Company or change of legal form, two-thirds majority of votes of
present shareholders is required and a notarial deed must be prepared.
Approval by two-thirds majority is required also for resolution of
general meeting on termination of trading with shares of the Company on
stock exchange and resolution that the Company stops being a public
joint stock company and becomes a private joint stock company.
Resolution of general meeting on change of rights connected with
certain type of shares requires also approval of two-thirds majority of
votes of shareholders owning these shares. General meeting decides in
further matters by simple majority of votes of present shareholders
(unless stated in AoA or herein otherwise).
The record date under Sec. 156a of CC and Sec. 180(2) of CC and Art. 8,
Para. 8.2. of AoA of the Company for exercising the shareholder's right to
participate in OGM is the third day before the OGM, i.e. 27.06.2016.
Registration into list of present shareholders: Registration into list of
present shareholders at OGM will be held on date of OGM on 30.06.2016 from
09:00 am at the place of OGM.
At registration into the list of present shareholders, a shareholder is
obliged to submit:
1. Shareholder - natural person:
- valid identity document (ID card or passport);
2. Shareholder - legal entity:
- valid identity document (ID card or passport) of persons entitled to
act on behalf of the shareholder;
- original or verified copy of excerpt from the commercial register of
shareholder not older than 3 months;
3. Proxy holder of shareholder:
- Proxy from shareholder with officially verified signature of
shareholder, in case of shareholder - legal entity - of persons
entitled to act on behalf of shareholder
- original or verified copy of excerpt from commercial register of
shareholder not older than 3 months
- valid identity document (ID card or passport) of proxy holder - natural
person;
- in case that the proxy holder is legal entity - original or verified
copy of excerpt from the commercial register of proxy holder not older
than 3 months and valid identity documents of persons entitled to act
on behalf of the proxy holder;
4. Shareholder whose shares of the Company are held via trustee holding
the shares for shareholder on holder's account established at Centrálny
depozitár cenných papierov SR, a.s. under Sec. 105a of the Act No.
566/2001 Coll. on Securities as amended or his/her proxy holder shall
submit, in addition to documents stated above, also written
confirmation of the trustee that the shareholder is owner of the
specified number of shares of the Company held by the trustee on
holder's account of the trustee as at the above record date.
All submitted or delivered documents in foreign language (except for Czech
language) must contain also verified translation into Slovak language
(except for identity documents).
Each shareholder participates in OGM at own expenses.
In Tlmače on 27.05.2016
Board of Directors of SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s.
Annex to notification of convocation of OGM: Template proxy
PROXY
Principal:
title, forename, surname / business name:
...............................................................,
permanent residence / registered seat:
...................................................................,
birth certificate No. / company ID No.:
...................................................................,
natural person states also type and No. of identity document:
...................................................................,
legal entity states also data on registration in the commercial register or
other similar register:
.........................................................................,
legal entity states also forename, surname and position of the person
authorized to act on behalf of the shareholder:
.........................................................................,
(the "Principal")
as a shareholder of the company SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s.
(abbreviated: SES a.s.), with seat at Továrenská 210, 935 28 Tlmače,
Slovakia, company ID No.: 31 411 690, registered in the commercial register
of the District Court Nitra, Section Sa, Insert No. 39/N (the "Company")
hereby in relation to
(A) all shares of the Company belonging to the Principal, or
(B) shares of the Company in the number .... of nominal value of ....
EUR/share which the Principal has on securities
account .................. maintained by ..................(name of
the member of Centrálny depozitár cenných papierov SR, a.s.) -
unless the option (B) is duly chosen, it shall be interpreted that
the proxy relates to all shares of the Company belonging to the
Principal
grants proxy to
the proxy holder:
title, forename, surname / business name:
...............................................................,
permanent residence / registered seat:
....................................................................,
birth certificate No. / company ID No.:
...................................................................,
natural person states also type and No. of identity document:
................................................,
legal entity states also data on registration in the commercial register or
other similar register:
.........................................................................,
legal entity states also forename, surname and position of the person
authorized to act on behalf of the proxy holder:
..................................................................,
(the "Proxy holder"),
to represent the Principal in full extent and without any limitation as a
shareholder of the Company at the ordinary general meeting of the Company
to be held on 30.06.2016 at 10:00 am at the municipal cultural centre
Tlmače - Lipník, nám. Odborárov č. 5, in particular but not limited to, to
exercise voting rights to full extent and without any limitation, to
request information and explanations, to submit and apply proposals and to
execute any and all other acts which the Principal as a shareholder of the
Company is entitled to exercise at this general meeting.
If the Proxy holder is member of the supervisory board of the Company, the
Principal states the following instructions to voting that the Proxy holder
is obliged to comply with:
Point 1 of agenda: ...........................................
Point 6 of agenda: ...........................................
Point 7 of agenda: ...........................................
Point 8 of agenda: ...........................................
Point 9 of agenda: ...........................................
Point 10 of agenda: ...........................................
Point 12 of agenda: ...........................................
Point 13 of agenda: ...........................................
By signing this proxy, I as the Principal confirm that the Proxy holder -
member of the supervisory board has informed me about all facts that might
affect the decision of the Principal as a shareholder to grant proxy for
representation at general meeting.
The Proxy holder is not entitled to grant power of substitution to a third
party.
This proxy supersedes any and all prior proxies granted by the Principal to
the Proxy holder in the matters falling under the scope of the Proxy
holder's authorization according to this proxy. Any prior proxies are
considered hereby revoked. This proxy is governed by applicable laws of the
Slovak Republic.
In ................................., on .................................
The Principal attaches its officially verified
signature: ...........................................................
I accept the above proxy in full extent.
In ................................., on .................................
The Proxy holder attaches its signature:
...........................................................
Unofficial translation to English.
In case of discrepancies between Slovak and English version, the Slovak
version published in Hospodárske noviny shall prevail.
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31.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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468073 31.05.2016
DGAP-News: SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s.: NOTIFICATION OF CONVOCATION OF ORDINARY GENERAL MEETING
| Source: EQS Group AG