1) Date, time and place of the General Meeting and the detailed agenda:
The Management Board of Selvita S.A. with its registered office in Kraków (“Company” , “Selvita SA“), entered into the Register of Entrepreneurs of the National Court Register under number 0000779822 kept by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register, acting pursuant to Art. 399 § 1, art. 402 1 and art. 402 2 of the Code of Commercial Companies, convenes the Ordinary General Meeting of the Company for June 27, 2023 at 11:30 am (“General Meeting “), which will be held in Krakow at ul. Podole 79.
Agenda:
1. Opening of the meeting.
2. Election of the Chairman of the Meeting.
3. Statement by the Chairman of the correctness of convening the Meeting and its ability to adopt resolutions.
5. Adoption of the agenda.
6. Consideration of the report of the Supervisory Board for the financial year 2022 containing an assessment of the Company’s financial statements for the financial year 2022, the Management Board’s report on the activities of the Company for the financial year 2022, the consolidated financial statements of the Selvita Capital Group for the financial year 2022, the Management Board’s report on the activities of the Selvita Capital Group for the year financial year 2022 and the motion of the Management Board on the distribution of net profit for the financial year 2022.
7. Consideration and approval of the Management Board’s report on the Company’s activities for the financial year 2022.
8. Consideration and approval of the Management Board’s report on the activities of the Selvita Capital Group for the financial year 2022.
9. Consideration and approval of the Company’s financial statements for the financial year 2022.
10. Consideration and approval of the consolidated financial statements of the Selvita Capital Group for the financial year 202 2.
11. Adoption of a resolution on the distribution of net profit for the financial year 2022.
12. Adoption of resolutions on granting discharge to the Members of the Management Board and the Supervisory Board of the Company.
13. Adoption of a resolution on expressing an opinion on the report on remuneration of members of the Management Board and Supervisory Board of the Company for 2022.
14. Adopting a resolution on approving changes to the Regulations of the Company’s Supervisory Board.
14. Closing of the Meeting.
2) Description of procedures regarding participation in the General Meeting and exercising voting rights
- The shareholder’s right to demand that certain matters be included in the agenda of the General Meeting.
A shareholder or shareholders representing at least one twentieth of the share capital of Selvita S.A. may request that certain matters be included in the agenda of the next General Meeting. The request should be submitted to the management board of Selvita S.A. no later than twenty one days before the set date of the meeting. The request should include a justification or a draft resolution regarding the proposed agenda item.
The request may be submitted in electronic form to the e-mail address: [email protected] . The Management Board is obliged to immediately, but not later than eighteen days before the scheduled date of the General Meeting, announce changes to the agenda, introduced at the request of shareholders. The announcement is made in the manner appropriate for convening the General Meeting.
2. Shareholder’s right to submit draft resolutions concerning matters included in the agenda of the General Meeting or matters which are to be included in the agenda before the date of the General Meeting.
A shareholder or shareholders of Selvita S.A. representing at least one twentieth of the share capital of Selvita S.A .may, prior to the date of the General Meeting, submit to the Company in writing or by means of electronic communication (i.e. by sending to the e-mail address: [email protected]) draft resolutions regarding included in the agenda of the General Meeting or matters that are to be included in the agenda. The Company immediately announces draft resolutions on its website. A shareholder or shareholders submitting draft resolutions should present documents confirming their identity and authorization to submit draft resolutions.
3. Shareholder’s right to submit draft resolutions concerning matters introduced to the agenda during the General Meeting.
During the General Meeting, each shareholder may submit draft resolutions concerning matters included in the agenda.
4. The method of exercising voting rights by a proxy, including in particular the forms used when voting by proxy, and the method of notifying the Company by means of electronic communication about the appointment of a proxy.
A shareholder may participate in the General Meeting and exercise the right to vote in person or by proxy. The proxy exercises all the shareholder’s rights at the General Meeting, unless otherwise stated in the power of attorney. The proxy may grant a further power of attorney if it results from the content of the power of attorney. A proxy may represent more than one shareholder and vote differently from the shares of each shareholder. A shareholder holding shares registered on more than one securities account may appoint separate proxies to exercise the rights attached to shares registered on each of the accounts. The rules for exercising voting rights by proxy shall apply to exercising voting rights by another representative.
The power of attorney to participate in the General Meeting of Selvita S.A. and exercise voting rights must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a secure electronic signature verified by means of a valid qualified certificate.
Granting the power of attorney in electronic form and notification of granting the power of attorney should be sent to the following e-mail address: [email protected] .
Before granting the power of attorney in electronic form, the shareholder is obliged to deliver in person or by registered mail to the following address: Selvita S.A., ul. Podole 79, 30-394 Kraków, a written statement indicating:
- e-mail address – by means of which the power of attorney will be granted in electronic form and the notification of its granting will be sent,
- shareholder’s telephone number,
- attorney’s phone number,
- copies of the identity document of the shareholder (if he is a natural person) and the proxy or a current copy of the relevant register of the shareholder (if he is an entity that is not a natural person) or another appropriate document confirming that the persons granting the power of attorney are authorized to represent the shareholder (if the shareholder is a legal person under foreign law ).
The content of the power of attorney and other above-mentioned documents should be attached in PDF format to the e-mail.
Information on granting the power of attorney should also include its scope, i.e. indicate the number of shares from which voting rights will be exercised and the date and name of the general meeting at which these rights will be exercised.
After receiving the notification of granting the power of attorney in electronic form, the Company has the right to contact by phone, using the numbers indicated by the shareholder or send a return e-mail, in order to verify the fact of granting the power of attorney in electronic form by a given shareholder. The shareholder is obliged to reply to the Company’s return e-mail.
Forms concerning the exercise of voting rights by a proxy are available on the Selvita S.A. website: www.selvita.com.
The rules concerning the granting of the power of attorney and notification of granting the power of attorney shall apply accordingly to the revocation of the power of attorney.
A member of the management board and an employee of Selvita S.A. may act as proxies at the General Meeting of Selvita S.A.as a public company. If the proxy at the General Meeting is a member of the management board, a member of the supervisory board, a liquidator, an employee of the Company or a member of the authorities or an employee of a company or cooperative dependent on the Company, the power of attorney may authorize representation only at one general meeting of the Company. The proxy is obliged to disclose to the Shareholder the circumstances indicating the existence or possibility of a conflict of interest. Granting further powers of attorney is excluded. The proxy referred to in this point shall vote in accordance with the instructions given by the shareholder.
5. Possibility and method of participation in the General Meeting by means of electronic communication.
The Articles of Association of Selvita S.A. do not provide for the possibility of participating in the General Meeting by means of electronic communication. The Management Board of Selvita S.A. convening the General Meeting also does not allow for such a possibility.
6. Method of expressing opinions during the General Meeting using means of electronic communication.
The Articles of Association of Selvita S.A.do not provide for the possibility of speaking during the General Meeting using electronic means of communication. The Management Board of Selvita S.A.c onvening the General Meeting also does not allow for such a possibility.
7. Method of exercising the right to vote by correspondence or by means of electronic communication.
The Regulations of the General Meeting do not provide for the exercise of voting rights by correspondence. The Articles of Association of Selvita S.A.do not provide for the possibility of voting at the General Meeting by means of electronic communication. The Management Board of Selvita S.A.c onvening the General Meeting also does not allow for such a possibility.
3) The registration date for participation in the General Meeting is June 11, 2023.
4) Information on the right to participate in the General Meeting
Only persons who are the Company’s shareholders on the date of registration of participation in the General Meeting have the right to participate in the General Meeting.
Pledgees and usufructuaries who are entitled to vote have the right to participate in the General Meeting, if the establishment of a limited right in rem for them is registered in the securities account on the date of registration of participation in the General Meeting.
At the request of a person entitled under the Company’s shares and a pledgee or usufructuary with the right to vote, submitted not earlier than after the announcement of convening the General Meeting and not later than on the first weekday after the date of registration of participation in the General Meeting, the entity maintaining the securities account issues a registered on the right to participate in the General Meeting.
The certificate includes:
1. company (name), registered office, address and stamp of the issuer and the number of the certificate,
2. number of shares,3. type and code of shares, 4. company (name), seat and address of the public company that issued the shares,5. nominal value of shares,6. name and surname or company (name) of the person entitled under the shares, pledgee or usufructuary7. registered office (place of residence) and address of the shareholder, pledgee or usufructuary8. the purpose of issuing the certificate,9. information on who is entitled to vote from the shares, 10. date and place of issuing the certificate, 11. signature of the person authorized to issue the certificate.
At the request of a person entitled under the Company’s shares, a pledgee or a usufructuary, the content of the certificate should indicate part or all of the shares registered on his securities account.
The list of persons entitled under the Company’s shares, as well as pledgees and users who are entitled to vote, to participate in the General Meeting is determined by the Company on the basis of a list prepared by the entity maintaining the securities depository.
The entity maintaining the securities depository prepares the list on the basis of the lists submitted no later than twelve days before the date of the General Meeting by entities authorized in accordance with the regulations on trading in financial instruments. The lists submitted to the entity maintaining the securities depository are based on issued personal certificates confirming the right to participate in the General Meeting. The entity maintaining the securities depository makes the list available to the Company using electronic means of communication not later than one week before the date of the General Meeting. If, for technical reasons, the list cannot be made available in this way, the entity maintaining the securities depository shall issue it in the form of a written document not later than six days before the date of the General Meeting; the release takes place at the seat of the managing body of the entity.
The list of shareholders entitled to participate in the General Meeting will be displayed at the following address: ul. Podole 79, 30-394 Kraków, for three weekdays before the General Meeting.
A shareholder of the Company may request that the list of shareholders be sent to him free of charge by e-mail, providing the address to which the list should be sent.
A shareholder has the right to request copies of motions on matters included in the agenda within a week before the General Meeting.
If the right to vote attached to the shares is vested in the pledgee or usufructuary, this circumstance is marked on the list of shareholders at the request of the authorized person.
5) Indication of where and how a person authorized to participate in the General Meeting may obtain the full text of the documentation and draft resolutions
A person entitled to participate in the General Meeting may obtain the text of the documentation and draft resolutions at the address: ul. Podole 79, 30-394 Kraków and on the website of Selvita S.A.( www.selvita.com ).
6) Indication of the address of the website where information on the General Meeting will be made available
Information regarding the General Meeting will be made available on Selvita SA’s website: www.selvita.com.
7) Information on the total number of shares in the Company and the number of votes attached to these shares on the day of the announcement, and if the shares are of different types – also on the division of shares into individual types and the number of votes attached to shares of each type
As at the date of publication of the notice on the General Meeting, the Company’s share capital amounts to PLN 14,684,379.20 (fourteen million, six hundred and eighty-four thousand, three hundred and seventy-nine zlotys, twenty groszy) and is divided into 18,355,474 (eighteen million, three hundred and fifty-five thousand, four hundred and seventy-four) shares with a nominal value of PLN 0.80 (eighty groszy) each, including:
a) 4,050,000 (four million fifty thousand) series A shares with numbers from 0,000,001 to 4,050,000, of which 3,482,000 are registered preference shares and 568,000 are ordinary bearer shares;
b) 11,921,229 (eleven million, nine hundred and twenty-one thousand, two hundred and twenty-nine) series B ordinary bearer shares numbered from 0,000,001 to 11,921,229; c) 2,384,245 (two million, three hundred and eighty-four thousand, two hundred and forty ) the privileged registered holder is entitled to two votes at the General Meeting.
Total number of shares in the Company: 18,355,474
Total number of votes in the Company: 21,837,474
8) Documentation to be presented to the General Meeting
– Draft resolutions of the Company’s General Meeting
– Report of the Management Board on the Company’s activities for the 2022 fiscal year
– Report of the Management Board on the operations of the Capital Group for the 2022 fiscal year
– Financial statements of the Capital Group for the financial year 2022
– Auditor’s report on the Company’s financial statements for fiscal year 2022
– Report on remuneration of members of the Management Board and Supervisory Board of Selvita S.A.
9) Forms
- Power of attorney form for a shareholder who is a natural person.
- Power of attorney form for a shareholder who is a legal person.
- Proxy voting form.
10) Information on the processing of personal data
The administrator of personal data processed in connection with the exercise by shareholders, their proxies, persons entitled under registered shares, temporary certificates and dematerialized bearer shares as well as pledgees and users who have the right to vote (hereinafter: “Entitled persons”) of the rights and obligations arising from generally applicable provisions of law, including in connection with the participation of the Entitled Persons in the General Meeting (hereinafter: ” Data “) is Selvita S.A. with its registered office in Kraków, entered into the Register of Entrepreneurs of the National Court Register under number 0000779822 kept by the District Court for Kraków – Śródmieście in Kraków, 11th Commercial Division of the National Court Register (hereinafter: ” Administrator “).
Your Data may have been made available to the Administrator by the relevant entity accepting subscriptions as part of the issue of securities, whose services you used for this purpose.
Any questions related to the protection of personal data can be directed to the e-mail address: [email protected] .
Due to the status of the Entitled, the Administrator may process the following Data: identification data, contact details, details of the issue and other Data provided to the Company in connection with further cooperation or contact.
The administrator processes the Data in order to:
- exercise of the rights arising from the securities by the Entitled Persons;
- performance of the Administrator’s obligations under generally applicable law, including in particular, keeping registers / lists of shareholders, other necessary documentation, conducting correspondence in response to requests and inquiries addressed to the Company;
- execution of the issue of securities;
- redemption of securities or their redemption;
- tax and accounting;
- related to the potential for disputes.
The basis for the processing of Data by the Administrator is:
- implementation of legal obligations imposed on the Administrator, resulting in particular from the provisions of the Commercial Companies Code, the Act on public offering and the conditions for introducing financial instruments to organized trading and on public companies, as well as the Regulation of the European Parliament and of the Council (EU) on market abuse (MAR Regulation);
- indispensability to perform the contract or take action prior to its conclusion at the request of the data subject;
- the legitimate interest of the Administrator in the form of defense against potential claims.
Providing the Data is voluntary, but necessary for the Entitled Persons to exercise their rights under generally applicable laws, including the participation of the Entitled Persons in the General Meeting.
Data may be transferred to entities that support the Administrator in the implementation of contracts, provide support and operation of ICT tools and systems, provide ongoing legal services, conduct audits, provide document circulation services, etc., online payment operators or banks – in the case of financial settlements, in including, as part of the above activities, also entities from the Selvita S.A. Capital Group
The data may also be provided to the National Depository for Securities SA, the Warsaw Stock Exchange with its registered office in Warsaw SA, as well as to the competent authorities, at their request, in particular the Polish Financial Supervision Authority.
The data will be processed by the Administrator for the period necessary to exercise the rights of the Authorized Persons arising from securities, for the period of issuing securities or until you object to the processing based on the legitimate interest of the Administrator, unless the law (e.g. regarding archiving, tax accounting, securities issues) will oblige the Company to process this data for a longer period or will store it for a longer period in the event of potential claims, for the period of limitation specified by law – whichever is longer.
If in the future Data would be transferred to third countries outside the EEA, the Administrator shall take appropriate steps to ensure Data protection, in particular by:
- the use of certain contractual clauses known as “Standard Contractual Clauses” that have been approved by the European Commission or
- transfer to countries for which the European Commission has issued an adequacy decision.
In this case, you have the right to obtain information about security, in particular by contacting us regarding the protection of Data by e-mail – address: [email protected] .
You have the right to access the Data, request their rectification, deletion or limitation of processing, object to their processing, transfer them to another administrator (unless the basis for their processing is the Administrator’s legitimate interest), as well as the right to lodge a complaint to the President of the Office for Personal Data Protection Personal Data. If the basis for data processing is your consent, you have the right to withdraw it in any way, at any time, and the withdrawal of consent does not affect the lawfulness of data processing carried out before the withdrawal of consent.
Publication date: May 31, 2023