ea410c9050f7f6eae32f41.pdf Current Report (CR) No 12 - Announcement on the Extraordinary General Meeting of Shareholders of Stalprodukt S.A. (21.10.2015)


  1. Date, time and venue of the General Meeting and detailed agenda.


    The Management Board of Stalprodukt Spółka Akcyjna based in Bochnia, recorded in the Register of Entrepreneurs kept by the Kraków - Śródmieście District Court of Cracow, 12th Economic Division of the National Court Register as KRS: 0000055209, herewith convenes an Extraordinary General Meeting of Shareholders on 17 November 2015 at 10.00 o'clock, at the Company's seat in Bochnia, 69 Wygoda Street. The registration of Shareholders shall start at 9.00 o'clock.


    The agenda of the Extraordinary General Meeting


  2. Opening procedure.

  3. Election of the Chairman of the General Meeting of Shareholders.

  4. Approval of the General Meeting of Shareholders as correctly summoned and competent to adopt resolutions.

  5. Adoption of the agenda.

  6. Election of the Ballot Counting Committee and Resolutions Committee.

  7. Adopting a resolution regarding granting an authorization to the Company to acquire its own shares, including: establishing the terms and conditions governing the purchase of the Company's own shares, granting an authorization to the Management Board to undertake appropriate actions and forming a reserve capital intended to finance the purchase of own shares.

  8. General issues - miscellaneous motions.

  9. Closing procedure.


  10. Precise description of General Meeting procedures concerning participation rules and exercising the right of vote:


  11. Shareholder's right to request putting specific matters on the General Meeting agenda.


    A Shareholder or Shareholders representing at least 1/20 part of the initial capital are entitled to request putting specific matters on the Extraordinary General Meeting agenda. The request should be submitted with the Company's Management Board no later than 21 days prior to the date of the Extraordinary General Meeting of Shareholders, that is within 27 October 2015. The request should contain a statement of reasons or a draft resolution, concerning the proposed item of the agenda. The request may be filed in writing at the Company's seat 69 Wygoda Street, 32-700 Bochnia with an inscription 'Nadzwyczajne Walne Zgromadzenie' 'Extraordinary General Meeting' or prepared in an electronic form and sent to the following Company's e-mail address: walne.zgromadzenie@stalprodukt.pl. The Shareholder should prove their title to the appropriate number of shares, calculated on the date of the request submission, enclosing therein the corresponding share certificate, and in the case of shareholders representing legal entities and partnerships they also have to confirm


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    their authorization to act in the name of the same, enclosing therein updated copies of the entries to the National Court Register.


  12. Shareholder's entitlement to propose draft resolutions on the matters placed on the agenda of the Extraordinary General Meeting or matters which are to be placed on the agenda before the date of the General Meeting.


    Prior to the date of the Extraordinary General Meeting, a Shareholder or Shareholders representing at least 1/20 part of the initial capital may submit in writing at the Company's seat 69 Wygoda Street, 32-700 Bochnia with an inscription 'Nadzwyczajne Walne Zgromadzenie/ 'Extraordinary General Meeting' or using electronic means of communication, send (to the e-mail address: walne.zgromadzenie@stalprodukt.pl), draft resolutions on matters placed on the General Meeting agenda, or matters which are to be placed on the agenda. As in 2a subparagraph, the shareholder or shareholders concerned should document the entitlement to the execution of their right with the submission of appropriate documents in writing.


  13. Shareholder's entitlement to propose draft resolutions on the matters placed on the agenda during the General Meeting.


    During the General Meeting, each Shareholder may propose draft resolutions on matters placed on the agenda.


  14. procedure concerning casting votes by proxy, including, in particular, special forms used for voting by proxy, and procedure concerning the Company's notification on proxy appointment by electronic means .


    The Shareholder may participate in the General Meeting and exercise their voting right in person or by proxy. As of this day the Company provides a specimen form enabling voting by proxy on the Company's web-site (www.stalprodukt.com.pl/egm2015). The proxy document which authorizes to voting by proxy should be granted in writing or by electronic means. Granting proxy by electronic means does not require a safe electronic signature verified with a valid qualified certificate.

    The Company shall be notified by electronic means on the proxy to be granted by electronic means, with the use of the filled online form, sent via e-mail to the following address: walne.zgromadzenie@stalprodukt.pl. In the notification on the proxy granted by electronic means the Company's Shareholder shall provide his/her telephone number and e-mail address, and also the proxy's telephone number and e-mail address which can be used by the Company to communicate with the Shareholder and the proxy. The notification on the proxy granted by electronic means has to be submitted no later than 24 hours prior to the designated time of the General Meeting of Shareholders, in connection with the need to pursue verification activities.

    In order to verify the validity of the proxy granted by electronic means, the Company reserves itself the right of identification check in respect of the Shareholder and the proxy. The verification may consist, in particular, in asking a question in response by electronic means or contact by phone, aimed at the confirmation of the Shareholder's and proxy's identity particulars as well as the fact of proxy granting and the scope of the same. A lack of response to the questions asked during the verification shall make the verification of the granted proxy recognized as impossible and shall underlie a refusal to admit the proxy to participate in the General Meeting of Shareholders.


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    The Shareholders shall be admitted to attend the General Meeting after presenting their identity documents, and proxies after presenting their identity documents and valid proxy documents prepared in writing. Representatives of legal entities or partnerships should, additionally, present updated copies of entries recorded in appropriate registers, listing persons authorized to represent the entities concerned.


  15. possibility and procedure of attendance at the General Meeting by means of electronic communication.


    The Company's Articles of Association do not provide for the possibility of participation in the General Meeting by means of electronic communication.


  16. procedure applied for making statements during the General Meeting by means of electronic communication.


    The Company's Articles of Association do not provide for the possibility of making statements during the General Meeting by means of electronic communication.


  17. procedure applied for voting by post or by means of electronic communication.


  18. The Company's Articles of Association do not provide for the possibility of voting by post or by means of electronic communication during the General Meeting .


  19. Registration Day for the participants of the General Meeting, referred to in Article 406(1).


    The Registration Day for the participants in the STALPRODUKT S.A. Extraordinary General Meeting of Shareholders falls on 1 November 2015.


  20. Information on the entitlement to attend the Meeting of Shareholders.


    The Company's Shareholder shall have an entitlement to attend the Extraordinary General Meeting of Shareholders if:


  21. 16 days prior to the date of the Extraordinary General Meeting of Shareholders (Registration Day for the General Meeting attendants), that is 1 November 2015, he/she shall be the Company's Shareholder, which means that Company's shares shall be entered on his/her shareholder's account. The Shareholders, entitled to vote on the basis of registered shares, shall have the entitlement to attend the General Meeting if they are entered in the shareholders' register on the Registration Day.


  22. no earlier than after the General Meeting is announced (no earlier than on 21 October 2015) and no later than on the first working day following the Registration Day (that is 1 November 2015) the Shareholder shall file a request for a personal certificate of entitlement to attend the Extraordinary General Meeting with the entity keeping the securities account, where the Company's shares are recorded. The Company shall determine the list of Shareholders entitled to attend the Extraordinary General Meeting on the basis of the list provided by National Depository for Securities (NDS), prepared on the basis of personal certificates of entitlement to attend the General Meeting issued by the entities running the security accounts concerned. Three working days prior to the time of the Extraordinary


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    General Meeting (that is in the days 12, 13 and 16 November 2015), at the Company's seat at 69 Wygoda Street in Bochnia, at the Management Board's Building (secretarial office, 1st floor.) from. 8.00 a.m - 3.00 p.m. the list of shareholders entitled to attend the Extraordinary General Meeting shall be exposed to view.


  24. Indication of where and how the person entitled to attend the General Meeting can get access to full documentation, to be presented to the General Meeting, and draft resolutions or, if no resolutions are to be adopted, the Company's Management Board's or Supervisory Board's written comments, on the matters placed on the General Meeting agenda or matters which are to be placed on the agenda before the designated time of the General Meeting.


    The full text of the documentation, to be presented to the Extraordinary General Meeting of Shareholders, along with the draft resolutions, shall be published on the Company's web- site (www.stalprodukt.com.pl/egm2015), starting from the date of convening of the Extraordinary General Meeting of Shareholders. The Management Board's or Supervisory Board's written comments on the matters placed on the Extraordinary General Meeting agenda, or matters which are to be placed on the agenda before the date of the Extraordinary General Meeting of Shareholders, shall be available on the Company's web-site immediately after being prepared.


  25. Indication of the web-site address, where information on the General Meeting shall be published.


  26. The Company shall disclose all the information concerning the Extraordinary General Meeting of Shareholders on the Company's web-site as follows: www.stalprodukt.com.pl/egm2015.


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