Changes to the agenda of the General Meeting
The Management Board of Przedsiębiorstwo Przemysłu Spożywczego S.A. (the "Company") informs that on 28 April 2016 it received from a shareholder who is a natural person, holding more than one twentieth of the Company's share capital, a request to put on the agenda of the Ordinary General Meeting of the Company convened at 19 May 2015 (current report no. 7/2016) the following matters:
a) adoption of a resolution regarding increase of share capital of the Company by issue with pre-emptive rights of new ordinary bearer shares, public offering of the new issue shares, establishment of the date of 10 October 2016 as the date of pre-emptive right of new issue shares, dematerialisation and application for the admission and introduction of pre-emptive rights, rights to shares and new issue shares to trading in the Warsaw Stock Exchange S.A. regulated market and amendment to the Company's Statutes;
b) appointment of an additional member of the Company's Supervisory Board.
The shareholder justified the request for the adoption of resolutions by the need to enable the Company to obtain financing for assumed investment projects. In particular, in accordance with the Statutes increase of the Company's share capital belongs to the competencies of the General Meeting. Previous attempts to increase the share capital have not been accepted by shareholders due to exclusion of pre-emptive rights. In these circumstances, the share capital increase with pre-emptive rights will allow shareholders to maintain the existing parity and the company to obtain funding. And due to the fact that the Company successfully implements long-term development policy, the appointment of an additional person will offer additional substantive support for both the supervisory board, as well as for the management board.
The content of the amended agenda is as follows:
Agenda of the Ordinary General Meeting of the Company convened as at 19 May 2016
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Confirmation of the proper convocation of the Ordinary General Meeting and its ability to adopt resolutions.
4. Election of the Tellers Committee composed of three persons.
5. Consideration and approval by adoption of resolutions regarding:
the financial statements of the Company for the financial year 2015;
the report of the Management Board on activities of the Company for the financial year 2015;
the report on the activities of the Supervisory Board of the Company for the financial year 2015;
the consolidated financial statements of PEPEES Group for the financial year 2015;
the report on the activities of the PEPEES Group for the financial year 2015;
the report of the Supervisory Board on the evaluation of the stand-alone financial statements of the Company and the consolidated report of the PEPEES Group for 2015 and the report of the Management Board on the activities of the PEPEES Group and "PEPEES" S.A. for 2015;
regarding the allocation of profit for the financial year 2015.
6. Adoption of resolutions regarding:
the acknowledgement of the fulfilment of duties by the Management Board Members for the financial year 2015;
the acknowledgement of the fulfilment of duties by the Supervisory Board Members for the financial year 2015;
7. Adoption of the resolution amending Article 7.1 of the Company's Statutes by expanding the object of the Company's activities and adapting it to the requirements of the Regulation of the Council of Ministers regarding the Polish Classification of Activities of 24 December 2007 and addition of Article 7.3 of the Company's Statutes.
8. Adoption of resolutions regarding re-split of shares and amendment of the Statutes.
9. Adoption of the resolution on amendment of Article 8 and deletion of Article 8a of the Company's Statutes. Adoption of the resolution on authorisation of the Supervisory Board to adopt the unified text of the Company's Statutes.
11. Adoption of a resolution regarding increase of share capital of the Company by issue with pre-emptive rights of new ordinary bearer shares, public offering of the new issue shares, establishment of the date of 10 October 2016 as the date of pre-emptive right of new issue shares, dematerialisation and application for the admission and introduction of pre-emptive rights, rights to shares and new issue shares to trading in the Warsaw Stock Exchange S.A. regulated market and amendment to the Company's Statutes.
12. Adoption of the resolution regarding the appointment of an additional member of the Supervisory Board.
13. Closing procedure.
The draft resolutions, supplemented by resolutions proposed by the shareholders, are included in the attachment.
Legal basis:
§ 38 par.1 point 4) of the Regulation of the Minister of Finance of 19 February 2009 on the current and periodic information published by issuers of securities and on the conditions for regarding information required by the law of a non-member state as equivalent.
Signatures of persons representing the Company
President of the Management Board Wojciech Faszczewski 29 April 2016
Member of the Management Board/Chief Financial Officer Krzysztof Homenda 29 April 2016