NOTICE BY THE MANAGEMENT BOARD OF NEPENTES SPÓŁKA AKCYJNA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING CONVENED FOR OCTOBER 18 th, 2010

Transcription

1 Warsaw, September 21 st, 2010 NOTICE BY THE MANAGEMENT BOARD OF NEPENTES SPÓŁKA AKCYJNA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING CONVENED FOR OCTOBER 18 th, 2010 Pursuant to Art of the Commercial Companies Code, in conjunction with Art of the Commercial Companies Code, the Management Board of Nepentes S.A. (Company, Nepentes S.A. ) hereby gives notice of the Extraordinary General Shareholders Meeting of the Company, to be held at the Le Regina hotel, ul. Kościelna 12, Warsaw, Poland, at 9am on October 18 th, The agenda for the Meeting is as follows: 1. Opening of the Meeting; 2. Appointment of the Chair of the Meeting; recording attendance; 3. Confirmation that the Meeting was validly convened and has capacity to adopt valid resolutions; 4. Election of members of the Ballot Counting Committee; 5. Adoption of the agenda; 6. Adoption of resolutions on rematerialisation of the shares; 7. Adoption of a resolution on amendment to the Company's Articles of Association; 8. Matters from the floor; 9. Closing of the meeting. Pursuant to Art in accordance with Art of the Commercial Companies Code, and in view of the intended amendments to the Company s Articles of Association, the Management Board of Nepentes S.A. hereby notifies Shareholders of the proposed amendments to the Company s Articles of Association: Current wording of Par. 6.1 of the Company s Articles of Association: The Company's business is: 1) Wholesale of pharmaceuticals and medical goods, PKD Z; 2) Wholesale of perfume and cosmetics, PKD Z; 3) Wholesale of chemical products, excluding: Wholesale of plastic in primary forms and rubber, PKD Z; 4) Wholesale of other semi-finished products, including solely: Wholesale of plastics in primary forms and rubber, PKD Z; 5) Dispensing chemist in specialised stores, PKD Z; 6) Retail sale of medical and orthopaedic goods in specialised stores, PKD Z; 7) Retail sale of cosmetic and toilet articles in specialised stores, PKD Z; 8) Agents involved in the sale of fuels, ores, metals and industrial chemicals, PKD Z; 9) Agents specialised in the sale of other particular products, PKD Z; 10) Public relations and communication activities, including solely: Public relations and communication activities, PKD Z; 1

2 11) Other business and management consultancy activities, including solely: Advice and assistance to businesses and other organisations, except for managing and overseeing by natural persons of business activities on a fee or contract basis, PKD Z; 12) Educational support activities, including solely: Educational support services, PKD Z; 13) Other education not elsewhere classified, excluding: vocational schools for adults below higher-education level, including driving schools for occupational drivers, education of adults, i.e. persons who are not covered by the mandatory schooling requirement, sports and recreational instruction, art instruction, PKD B; 14) Manufacture of homogenised food preparations and dietetic food, PKD Z; 15) Manufacture of other food products not elsewhere classified, PKD Z; 16) Wholesale of sugar and chocolate and sugar confectionary, and bakery products, PKD Z; 17) Wholesale of other food, including fish, crustaceans and molluscs, PKD Z; 18) Non-specialised wholesale of food, beverages and tobacco, PKD Z; 19) Distilling, rectifying and blending of spirits, PKD Z; 20) Manufacture of other organic basic chemicals, including solely: manufacture of ethyl alcohol from fermented materials, manufacture of ethyl alcohol unfit for consumption, PKD Z; 21) Manufacture of basic pharmaceutical products, PKD Z; 22) Manufacture of medicinal active substances and other pharmaceutical preparations, excluding: manufacture of bone reconstruction cement, dental filling and dental cement, PKD Z; 23) Manufacture of medical and dental appliances, instruments and supplies, including solely: manufacture of bone reconstruction cement, dental filling and dental cement, PKD Z; 24) Manufacture of soap and detergents, cleaning and polishing preparations, excluding: Manufacture of cosmetic soap and cleaning and polishing preparations, PKD Z; 25) Manufacture of perfumes and toilet preparations, PKD Z; 26) Hotels and restaurants, PKD 55; 27) Freight transport by road, excluding: Furniture transport and moving activities, PKD Z; 28) Freight transport by air, including solely: Non-scheduled transport of freight by air, PKD Z; 29) Warehousing and storage of other goods, PKD B; 30) Building projects involving erection of building, including solely: development of projects on own account by bringing together financial, technical and physical means to construct residential and non-residential buildings for later sale. PKD Z; 31) Construction of roads and motorways, including solely: development of projects on own account by bringing together financial, technical and physical means to execute road and motorway construction projects, PKD Z; 32) Construction of distribution lines for electricity and telecommunications, including solely: development of projects on own account by bringing together financial, technical and physical means to construct distribution lines for electricity and telecommunications, PKD Z; 33) Construction of other civil engineering and water projects not elsewhere classified, including solely: development of projects on own account by bringing together financial, technical and physical means to construct mining and manufacturing facilities, facilities other than buildings and other engineering facilities, PKD Z; 34) Buying and selling of own real estate, PKD Z; 35) Renting and managing own or leased real estate, PKD Z; 36) Real estate agencies, PKD Z; 37) Management of real estate on a fee or contract basis, PKD Z; 38) Combined facilities support activities, PKD Z; 39) Other research and experimental development on natural sciences and engineering, PKD Z; 40) Technical testing and analysis of food quality, including solely: Technical testing and analysis of food quality, PKD A; 41) Other technical testing and analysis, excluding: Technical testing and analysis of food quality, PKD B; 42) Advertising agencies, including solely: advertising agencies, PKD Z; 2

3 43) Representation in sale or re-sale of time and space for advertising on radio and TV, including solely: advertising by sale or re-sale of time and space for advertising on radio or TV, PKD A; 44) Representation in sale or re-sale of time and space for advertising in printed media, including solely: advertising by sale or re-sale of time and space for advertising in printed media, PKD B; 45) Representation in sale or re-sale of time and space for advertising in electronic media (Internet), including solely: advertising by sale or re-sale of time and space for advertising in electronic media (Internet), PKD C; 46) Representation in sale or re-sale of time and space for advertising in other media, including solely: advertising by sale or re-sale of time and space for advertising in other media, PKD D; 47) Market research and public opinion polling, PKD Z; 48) Packaging activities, PKD Z; 49) Physiotherapeutical activities, PKD A; 50) Other human health activities not elsewhere classified, PKD E; 51) Other sports education and sports and recreational instruction, including solely: yoga instruction, PKD Z; 52) Other sporting activities, excluding: agencies conducting ticket sales for sports events, horse riding school and other sports school activities, activities on own account of professional sports instructors, teachers and coaches, sports club activities, marina activities, PKD Z; 53) Physical well-being activities, excluding: yoga instruction, activities of health, fitness and body-building facilities, PKD Z; 54) Other service activities not elsewhere classified, PKD Z. Amended Par. 6.1 of the Company s Articles of Association shall read as follows: The Company's business is: 1) Wholesale of pharmaceuticals and medical goods, PKD Z; 2) Wholesale of perfume and cosmetics, PKD Z; 3) Wholesale of chemical products, excluding: Wholesale of plastic in primary forms and rubber, PKD Z; 4) Wholesale of other semi-finished products, including solely: Wholesale of plastics in primary forms and rubber, PKD Z; 5) Dispensing chemist in specialised stores, PKD Z; 6) Retail sale of medical and orthopaedic goods in specialised stores, PKD Z; 7) Retail sale of cosmetic and toilet articles in specialised stores, PKD Z; 8) Agents involved in the sale of fuels, ores, metals and industrial chemicals, PKD Z; 9) Agents specialised in the sale of other particular products, PKD Z; 10) Public relations and communication activities, including solely: Public relations and communication activities, PKD Z; 11) Other business and management consultancy activities, including solely: Advice and assistance to businesses and other organisations, except for managing and overseeing by natural persons of business activities on a fee or contract basis, PKD Z; 12) Educational support activities, including solely: Educational support services, PKD Z; 13) Other education not elsewhere classified, excluding: vocational schools for adults below higher-education level, including driving schools for occupational drivers, education of adults, i.e. persons who are not covered by the mandatory schooling requirement, sports and recreational instruction, art instruction, PKD B; 14) Manufacture of homogenised food preparations and dietetic food, PKD Z; 15) Manufacture of other food products not elsewhere classified, PKD Z; 16) Wholesale of sugar and chocolate and sugar confectionary, and bakery products, PKD Z; 17) Wholesale of other food, including fish, crustaceans and molluscs, PKD Z; 18) Non-specialised wholesale of food, beverages and tobacco, PKD Z; 3

4 19) Distilling, rectifying and blending of spirits, PKD Z; 20) Manufacture of other organic basic chemicals, including solely: manufacture of ethyl alcohol from fermented materials, manufacture of ethyl alcohol unfit for consumption, PKD Z; 21) Manufacture of basic pharmaceutical products, PKD Z; 22) Manufacture of medicinal active substances and other pharmaceutical preparations, excluding: manufacture of bone reconstruction cement, dental filling and dental cement, PKD Z; 23) Manufacture of medical and dental appliances, instruments and supplies, including solely: manufacture of bone reconstruction cement, dental filling and dental cement, PKD Z; 24) Manufacture of soap and detergents, cleaning and polishing preparations, excluding: Manufacture of cosmetic soap and cleaning and polishing preparations, PKD Z; 25) Manufacture of perfumes and toilet preparations, PKD Z; 26) Hotels and restaurants, PKD 55; 27) Freight transport by road, excluding: Furniture transport and moving activities, PKD Z; 28) Freight transport by air, including solely: Non-scheduled transport of freight by air, PKD Z; 29) Warehousing and storage of other goods, PKD B; 30) Building projects involving erection of building, including solely: development of projects on own account by bringing together financial, technical and physical means to construct residential and non-residential buildings for later sale. PKD Z; 31) Construction of roads and motorways, including solely: development of projects on own account by bringing together financial, technical and physical means to execute road and motorway construction projects, PKD Z; 32) Construction of distribution lines for electricity and telecommunications, including solely: development of projects on own account by bringing together financial, technical and physical means to construct distribution lines for electricity and telecommunications, PKD Z; 33) Construction of other civil engineering and water projects not elsewhere classified, including solely: development of projects on own account by bringing together financial, technical and physical means to construct mining and manufacturing facilities, facilities other than buildings and other engineering facilities, PKD Z; 34) Buying and selling of own real estate, PKD Z; 35) Renting and managing own or leased real estate, PKD Z; 36) Real estate agencies, PKD Z; 37) Management of real estate on a fee or contract basis, PKD Z; 38) Combined facilities support activities, PKD Z; 39) Other research and experimental development on natural sciences and engineering, PKD Z; 40) Technical testing and analysis of food quality, including solely: Technical testing and analysis of food quality, PKD A; 41) Other technical testing and analysis, excluding: Technical testing and analysis of food quality, PKD B; 42) Advertising agencies, including solely: advertising agencies, PKD Z; 43) Representation in sale or re-sale of time and space for advertising on radio and TV, including solely: advertising by sale or re-sale of time and space for advertising on radio or TV, PKD A; 44) Representation in sale or re-sale of time and space for advertising in printed media, including solely: advertising by sale or re-sale of time and space for advertising in printed media, PKD B; 45) Representation in sale or re-sale of time and space for advertising in electronic media (Internet), including solely: advertising by sale or re-sale of time and space for advertising in electronic media (Internet), PKD C; 46) Representation in sale or re-sale of time and space for advertising in other media, including solely: advertising by sale or re-sale of time and space for advertising in other media, PKD D; 47) Market research and public opinion polling, PKD Z; 48) Packaging activities, PKD Z; 4

5 49) Physiotherapeutical activities, PKD A; 50) Other human health activities not elsewhere classified, PKD E; 51) Other sports education and sports and recreational instruction, including solely: yoga instruction, PKD Z; 52) Other sporting activities, excluding: agencies conducting ticket sales for sports events, horse riding school and other sports school activities, activities on own account of professional sports instructors, teachers and coaches, sports club activities, marina activities, PKD Z; 53) Physical well-being activities, excluding: yoga instruction, activities of health, fitness and body-building facilities, PKD Z; 54) Other service activities not elsewhere classified, PKD Z. 55) Manufacture of basic pharmaceutical products PKD Z; 56) Manufacture of medicines and other pharmaceutical preparations PKD Z. Pursuant to Art of the Commercial Companies Code, the Management Board of Nepentes S.A. hereby presents detailed information on attendance and voting procedures at the Extraordinary General Shareholders Meeting: 1. Eligibility to attend the Extraordinary General Shareholders Meeting 1) Under Art of the Commercial Companies Code, the right to attend the Extraordinary General Shareholders Meeting of Nepentes S.A. is conferred only on individuals who are shareholders of Nepentes S.A. sixteen days prior to the date of the Extraordinary General Shareholders Meeting ( record date ). The record date is October 2 nd, ) Pursuant to Art of the Commercial Companies Code, holders of rights attached to the Company bearer shares in book-entry form should request the entity keeping their securities account, no earlier than on the first day following the notice of the Extraordinary General Shareholders Meeting, that is September 21 st, 2010, and no later than on the first week day following the record date, that is October 4 th, 2010, to issue to their name a certificate of eligibility to attend the Extraordinary General Shareholders Meeting. Nepentes S.A. recommends to shareholders that the certificates be collected and subsequently presented at the Extraordinary General Shareholders Meeting. 3) Nepentes S.A. determines the list of shareholders eligible to attend the Extraordinary General Shareholders Meeting as holders of bearer shares in book-entry form based on the list obtained from the Polish National Depository for Securities. 4) From October 13 th to October 15 th, 2010, the list of shareholders eligible to attend the Extraordinary General Shareholders Meeting will be on display at Nepentes S.A. s registered office at ul. Gwiaździsta 69F, Warsaw. A shareholder may request that the list of shareholders be delivered to him/her free of charge by electronic mail, by providing an address to which the list should be delivered. The request to send the list of shareholders should be sent to walnezgromadzenie@nepentes.pl or submitted to Nepentes S.A.'s registered office. Furthermore, in order to obtain the list, the shareholders may be required by the Company: a) in the case of shareholders who are not natural persons to enclose a valid copy of entry from the register relevant for the entity, in order to confirm the authorisation to act on behalf of the entity, b) in the case of shareholders who are natural persons to enclose a copy of the shareholder s identity document, 5

6 c) in the case of shareholders who submit the request by electronic means of communication to ensure that all documents are scanned to the PDF format and submitted as PDF documents to Nepentes S.A.'s electronic mail address. 2. Right to put items on the agenda and to submit draft resolutions on items put on the agenda of the Extraordinary General Shareholders Meeting, or items to be put on the agenda of the Meeting 1) Shareholders who represent at least one-twentieth of the share capital have the right to demand that items be put on the agenda of the Extraordinary General Shareholders Meeting of Nepentes S.A. The demand shall be submitted to Nepentes S.A. s Management Board no later than 21 days prior to the date of the Extraordinary General Shareholders Meeting, that is by September 27 th, 2010, and should contain grounds or a draft resolution on the proposed item of the agenda. The demand should be submitted in writing in Polish, to Nepentes S.A.'s registered office at ul. Gwiaździsta 69F, Warsaw, or in an electronic format (PDF format) to the following electronic mail address: walnezgromadzenie@nepentes.pl. 2) Shareholders who represent at least one-twentieth of the share capital have the right to submit, prior to the scheduled date of the Meeting, draft resolutions on items put on the agenda of the Extraordinary General Shareholders Meeting, or items to be put on the agenda. The draft resolutions should be submitted in writing in Polish, to Nepentes S.A.'s registered office at ul. Gwiaździsta 69F, Warsaw, or in an electronic format (PDF format) to the following electronic mail address: walnezgromadzenie@nepentes.pl. In order to exercise the rights referred to in subsections 1 and 2 above, shareholders should provide appropriate documents (by enclosing the personal certificate of title to attend the Extraordinary General Shareholders Meeting of Nepentes S.A.) confirming that they hold the sufficient number of shares as at the date of submitting the demand. Furthermore, in order to exercise these rights, the shareholders may be required by the Company: a) in the case of shareholders who are not natural persons to enclose a valid copy of entry from the register relevant for the entity, in order to confirm the authorisation to act on behalf of the entity, b) in the case of shareholders who are natural persons to enclose a copy of the shareholder s identity document, c) in the case of shareholders who submit the request by electronic means of communication to ensure that all documents are scanned to the PDF format and submitted as PDF documents to Nepentes S.A.'s electronic mail address. 3. Right to submit draft resolutions on items put on the agenda in the course of the Extraordinary General Shareholders Meeting Each shareholder eligible to attend the Extraordinary General Shareholders Meeting may submit draft resolutions in the course of the Extraordinary General Shareholders Meeting with respect to items put on the agenda. 4. Exercise of voting rights Shareholders may attend the Extraordinary General Shareholders Meeting and exercise their voting rights personally, or through a proxy. Pursuant to Art of the Commercial Companies Code, the power of proxy with respect to the voting right shall be granted in writing or electronically, on pain of nullity. The power of proxy in an electronic format shall not be required to have a secure electronic signature affixed, such electronic signature being typically verified using a valid qualified certificate. 6

7 The proxy vote form is available from the Company s website at Proxies shall be under no obligation to use the form. For the power of proxy is granted in an electronic format, the shareholder shall send to Nepentes S.A. an electronic power-of-proxy notice and a scanned copy of the power-of-proxy document to walnezgromadzenie@nepentes.pl, no later than by 3.00 pm on the day immediately preceding the Extraordinary General Shareholders Meeting (i.e. by October 17 th, 2010). Furthermore, the shareholder shall also send, in an electronic format, scanned copies of the following documents: identity document or a copy of entry from the relevant register where a legal person is entered, identifying the power-of-proxy holder and the shareholder as the principal. Pursuant to Art of the Commercial Companies Code, Nepentes S.A. takes appropriate actions to identify the shareholder and the proxy to ascertain the validity of the electronic power of proxy. Such actions may in particular involve a query to the shareholder and the proxy, by phone or electronic means of communication, to confirm the granting of the power of proxy. The shareholder shall bear the entire risk involved in using electronic means of communication. Shareholders shall be admitted to the Extraordinary General Shareholders Meeting upon presentation of their identity documents. Proxies shall be admitted to the Extraordinary General Shareholders Meeting upon presentation of their identity documents or the power of proxy in writing, or by citing the electronic power of proxy and presenting a printout of the power of proxy previously sent to Company in an electronic format. Representatives of legal persons should hold a copy of entry from the relevant register, bearing the issue date not earlier than 3 months prior to the date of the Extraordinary General Shareholders Meeting. 5. Remote attendance: procedures for speaking at the Meeting and exercising voting rights by mail or via electronic means It is not possible to: 1) attend the Extraordinary General Shareholders Meeting using electronic means; 2) take the floor at the Extraordinary General Shareholders Meeting using electronic means; 3) exercise voting rights at the Extraordinary General Shareholders Meeting by mail or using electronic means. 6. Record date The record date with respect to the Extraordinary General Shareholders Meeting is October 2 nd, Access to documents Persons eligible to attend the Extraordinary General Shareholders Meeting may obtain access to all documents to be presented at the Extraordinary General Shareholders Meeting, as well as draft resolutions, at Nepentes S.A.'s registered office at ul. Gwiaździsta 69F, Warsaw, Monday through Friday from 9am to 4pm, as well as at the Company s website at 8. Website address Nepentes S.A. will make all information concerning the Extraordinary General Shareholders Meeting available on the Company website at Any questions or queries concerning attendance at the Extraordinary General Shareholders Meeting should be sent to walnezgromadzenie@nepentes.pl. 7

8 In order to ensure that the Meeting proceeds in an efficient manner, the Management Board kindly requests the shareholders to arrive at least 30 minutes before the scheduled time of the Meeting. 8