DGAP-News: Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING
(firmenpresse) - DGAP-News: Dolkam Suja a.s. / Key word(s): AGM/EGM
Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING
27.05.2013 / 10:00
---------------------------------------------------------------------
CONVOCATION OF ORDINARY GENERAL MEETING
The board of directors of the company D O L K A M?uja a.s. with seat at?uja, 015 01 Rajec, Slovakia, company ID No.: 31 561 870 registered with
the commercial registry of the District Court?ilina, Section Sa, Insert
No. 73/L (the 'Company') in accordance with Sec. 184 et seq. of the Slovak
Act No. 513/1991 Coll. Commercial Code as amended ('CC') and Art. XI. Para.
11.1 of valid Articles of Association of the Company
convenes ordinary general meeting of the Company
to be held on 27.06.2013 at 2:00 pm ('OGM') at the seat of the Company D O
L K A M?uja a.s. at the address?uja, 015 01 Rajec, Slovakia in the room
Canteen with following agenda:
1. Opening
2. Election of a chairman of the ordinary general meeting, minutes clerk,
two minutes verifiers and scrutinizers
3. Debate on:
(a) ordinary individual financial statement for year 2011
(b) annual report for year 2011
(c) auditor's report on audit of the financial statement for year 2011
(d) auditor's report on audit of the compliance of the annual report for
year 2011 with the financial statement for year 2011
(e) proposal for distribution of profit for year 2011
(f) statement of the supervisory board on the financial statement for year
2011 and proposal for distribution of profit for year 2011
(g) report of the supervisory board on results of its supervisory
activities in 2011
4. Approval of:
(a) ordinary individual financial statement for year 2011
(b) annual report for year 2011
(c) proposal for distribution of profit for year 2011
5. Debate on:
(a) ordinary individual financial statement for year 2012
(b) annual report for year 2012
(c) auditor's report on audit of the financial statement for year 2012
(d) auditor's report on audit of the compliance of the annual report for
year 2012 with the financial statement for year 2012
(e) proposal for distribution of profit for year 2012
(f) statement of the supervisory board on the financial statement for year
2012 and proposal for distribution of profit for year 2012
(g) report of the supervisory board on results of its supervisory
activities in 2012
6. Approval of:
(a) ordinary individual financial statement for year 2012
(b) annual report for year 2012
(c) proposal for distribution of profit for year 2012
7. Debate on Business plan for 2013
8. Election of external auditor of the Company for performance of audit
for year 2013
9. Closing
The record date under Sec. 156a CC and Sec. 180(2) CC for exercising the
shareholder's right to participate in OGM, vote, request information and
explanations and to submit proposals, or to exercise other shareholder's
rights, is 24.06.2013.
Registration of shareholders and entry into attendance list will be held
between 12:30 pm and 1:30 pm on the day and at the place of OGM. During the
registration, it is necessary to submit:
i) Natural person being shareholder: valid identity document (ID card or
passport);
ii) Natural person being proxy holder: written proxy with officially
verified signature of the principal - shareholder (or person(s) acting
on behalf of the principal - shareholder), valid identity document (ID
card or passport) of the proxy holder;
iii) Legal entity being shareholder: commercial registry excerpt (original
or officially verified copy) not older than 3 months, or if not
registered in commercial registry, excerpt from similar registry or
document proving legal capacity including document attesting the person
authorized to act on behalf of the shareholder (original or officially
verified copy) and valid identity document (ID card or passport) of
statutory body or member of statutory body of the shareholder;
iv) Legal entity being proxy holder: written power of attorney with
officially verified signature of the principal - shareholder (or
person(s) acting on behalf of the principal - shareholder), up-to-date
commercial registry excerpt (original or officially verified copy) of
the proxy holder not older than 3 months, or if not registered in
commercial registry, excerpt from similar registry or document proving
legal capacity including document attesting the person authorized to
act on behalf of the proxy holder (original or officially verified
copy) and valid identity document (ID card or passport) of statutory
body or member of statutory body of proxy holder.
v) 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.
During registration, documents mentioned in sections i) to v) above, except
for identity documents, must be given to the person in charge of entries
into the attendance list for record-keeping purposes. Apart from identity
documents, all submitted or delivered documents in foreign language (except
for Czech language) must contain also official translation into Slovak
language. Each shareholder participates in OGM at own expenses.
Advice pursuant to Sec. 184a CC:
(1) Shareholder has the right to participate in and vote at general
meeting.
(2) Shareholder has the right to request at OGM information and
explanations regarding matters of the Company or matters of persons
controlled by the Company relating to the subject-matter of OGM and
submit proposals as stated under Sec. 180(1) CC. The board of directors
of the Company ('BoD') is obliged to provide each shareholder, upon
request, with complete and true information and explanations relating
to the subject-matter of OGM. If the BoD is unable to provide a
shareholder with complete information at OGM, or if at OGM a
shareholder so requests, the BoD is obliged to provide the shareholder
with the information in writing within 15 days from the day of OGM. 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. 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 OGM. If the shareholder is not provided with the requested
information, or if the provided information is incomplete, shareholder
is entitled to file a petition with the court which shall decide about
duty of the Company to provide the requested information. This
shareholder's right expires unless exercised within one month from the
day of OGM at which he/she requested BoD or SB to provide such
information.
(3) A shareholder or shareholders holding shares with nominal value of at
least 5% of the registered capital has/have the right to request the
BoDin writing to put items on the agenda of OGM and OGM is obliged to
discuss these. The request for supplementation of the agenda must be
accompanied by a justification or a draft resolution to be adopted;
otherwise, OGM is not obliged to attend to such request. If the request
for supplementation of the agenda is delivered after the convocation of
OGM was published, the BoD shall publish a supplement to the agenda of
OGM in a manner stipulated by law and determined by the Articles of
Association of the Company ('AoA') for convening the general meeting at
least ten days before OGM. If such a notice on supplementation of the
agenda of OGM is not possible, the item in question can be put on the
agenda of OGM only if all shareholders of the Company participate in
OGM and consent thereto. If the request for supplementation of the
agenda is delivered 20 days before OGM at the latest, the BoD is
obliged to publish the notice on supplementation of the agenda not
later than 10 days before OGM.
(4) A shareholder attends the general meeting personally or represented by
proxy holder based on a written proxy pursuant to Sec. 184(1) CC and
Sec. 190e CC. The signature of the principal - shareholder, or in case
of shareholder - legal entity, of the person authorized to act on
behalf of the principal - shareholder, shall be officially verified.
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. 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. A SB member may act as shareholder's proxy
holder as well; however, he/she shall notify the shareholder of all facts
that might influence 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 a shareholder 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, whereas the proxy shall specify the amount of the
Company's shares and the respective securities account of the shareholder
covered by the proxy.
Template of the written proxy which can be used for proxy voting is
attached to this convocation. This template is also available on website of
the Company at www.dolkam.sk in section 'VALNÉZHROMAŽDENIE' and
subsection 'RVZ 27.06.2013'.
Electronic means by which the Company receives notices of appointment of
proxy holder, change of granted proxy and of revocation thereof is e-mail
sent by shareholder to electronic (e-mail) address of the Company
dolkam(at)dolkam.sk. E-mail sent by shareholder shall contain an attachment -
a scanned copy of a sufficiently certain expression of will of shareholder
(if in other than Slovak or Czech language, official translation into
Slovak language required) regarding appointment of proxy holder, change of
granted proxy or revocation thereof, in format 'pdf' or 'tiff'. This does
not affect duty of the proxy holder to submit and hand over the written
proxy with officially verified signature of principal - shareholder (or
person(s) acting on behalf of the principal - shareholder) during
registration. A shareholder exercises delivery of the notice of appointment
of proxy holder, change of granted proxy or revocation thereof at own risk
and notices are considered to be delivered to the Company when delivered at
the above electronic (e-mail) address of the Company.
(5) Since the AoA regulate neither the possibility of absentee voting by
mail pursuant to Sec. 190a CC nor the shareholders' participation in
and voting at the general meeting by electronic means pursuant to Sec.
190d CC, a shareholder does not have the right to vote at OGM by mail
or the possibility to participate and vote by electronic means.
(6) Consolidated versions of materials, documents and draft resolutions of
OGM to be discussed as a part of the agenda of OGM can be obtained or
inspected personally at the seat of the Company at the addressÅ uja,
015 01 Rajec, Slovakia, in the room Economist's Office (Kancelária
ekonómky) on working days during the period from the day of publishing
of this convocation of OGM until 27.06.2013 between 8 am and 12 noon.
(7) Data and documents pursuant to Sec. 184a (2) let. c) to e) CC,
including consolidated versions of all documents to be discussed as a
part of the agenda of the general meeting, draft resolutions of OGM
pursuant to individual items of agenda of OGM and statement of the BoD
to each item of agenda of OGM to which no draft resolution is submitted
and template proxy will be published on the website of the Company at
www.dolkam.sk in section 'VALNÉZHROMA?DENIE' and subsection 'RVZ
27.06.2013'.
(8) Electronic means by which the Company publishes the information under
special regulation is internet, i.e. website of the Company at
www.dolkam.sk. Any electronic communication with the Company shall be
performed by sending an e-mail to electronic (e-mail) address of the
Company dolkam(at)dolkam.sk.
Notice for the shareholders pursuant to Sec. 192 (1) CC:
The ordinary individual financial statement for year 2011 and the ordinary
individual financial statement for year 2012 are available to shareholders
for inspection at the seat of the Company at the address?uja, 015 01
Rajec, Slovakia, in the room Economist's Office (Kancelária ekonómky) on
working days during the period from the day of publishing of this
convocation of OGM until 27.06.2013 between 8 am and 12 noon and will be
published at least thirty days prior to OGM on website of the Company at
www.dolkam.sk in section 'VALNÉZHROMA?DENIE' and subsection 'RVZ
27.06.2013'. A shareholder being holder of bearer shares and who 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 has the
right to ask for sending copies of the ordinary individual financial
statement for year 2011 and ordinary individual financial statement for
year 2012 at its own expense and risk to the address stated by him/her.
Since the Company has issued bearer shares, the main data of the ordinary
individual financial statement for the year 2011 and of the ordinary
individual financial statement for the year 2012 are part of this
convocation of OGM:
Balance sheet as at 31.12.2011
in EUR 2011
Total assets 7,198,002
Receivables from subscribed own equity -
Fixed assets 2,461,960
Current assets 4,729,354
Other assets 6,688
Total liabilities and equity 7,198,002
Share capital 937,828
Statutory funds 10,446
Funds from profit 5,605,987
Profit or loss for the current period after tax 246,066
Profit or loss of prior periods -
Liabilities 392,121
Other liabilities 5,554
Cash-flow statement as at 31.12.2011
in EUR 2011
Production 2,422,605
Purchased consumables and services 1,326,220
Added value 1,096,385
Staff costs 620,378
Taxes and charges 34,565
Depreciation of intangible and tangible fixed assets 167,633
Sales of fixed assets and material 91,774
Carrying value of fixed assets and material sold 87,660
Creation and reversal of value adjustments to receivables 3,329
Other operating income 28,010
Other operating expenses 17,992
Operating profit or loss 284,612
Financial income 36,569
Financial expenses 17,417
Financial profit or loss 19,152
Profit or loss from ordinary activities prior tax 303,764
Income tax on ordinary activities 57,698
Profit or loss for the current period after tax 246,066
Balance sheet as at 31.12.2012
in EUR 2012
Total assets 7,834,521
Receivables from subscribed own equity -
Fixed assets 2,600,826
Current assets 5,229,902
Other assets 3,793
Total liabilities and equity 7,834,521
Share capital 937,828
Statutory funds 10,446
Funds from profit 5,814,053
Profit or loss for the current period after tax 507,939
Profit or loss of prior periods -
Liabilities 558,772
Other liabilities 5,483
Cash-flow statement as at 31.12.2012In?uja on 22.05.2013
in EUR 2012
Production 2,900,676
Purchased consumables and services 1,454,646
Added value 1,446,030
Staff costs 613,328
Taxes and charges 37,315
Depreciation of intangible and tangible fixed assets 161,286
Sales of fixed assets and material 81,538
Carrying value of fixed assets and material sold 80,023
Creation and reversal of value adjustments to receivables -
Other operating income 41,425
Other operating expenses 14,342
Operating profit or loss 662,699
Financial income 22,257
Financial expenses 15190
Financial profit or loss 7,067
Profit or loss from ordinary activities prior tax 669,766
Income tax on ordinary activities 161,827
Profit or loss for the current period after tax507,939
Board of Directors of the company D O L K A M?uja a.s.
Template proxy (please complete legibly in block letters)
PROXY
for participation in the ordinary general meeting
of the company D O L K A M?uja a.s.
Undersigned principal:
title, forename, surname / business name:
...............................................................,
permanent residence / registered seat:
....................................................................,
birth certificate No. / company ID No.:
...................................................................,
date of birth (only natural person):
.........................................................................,
personal ID No. / passport No. (only natural person):
................................................,
registered in the commercial registry or other similar registry (only legal
entity):
..........................................................................
.................................................,
forename, surname and position of the person authorized to act on behalf of
the shareholder (only legal entity):
..........................................................................
......................................,
(the 'Principal')
as a shareholder of the company D O L K A M?uja a.s., with seat at?uja,
015 01 Rajec, Slovakia, company ID No.: 31 561 870, registered in the
commercial registry of the District Court?ilina, Section Sa, Insert No.
73/L (the 'Company')
hereby grants proxy to
the proxy holder:
title, forename, surname / business name:
...............................................................,
permanent residence / registered seat:
....................................................................,
birth certificate No. / company ID No.:
...................................................................,
date of birth (only natural person):
.........................................................................,
personal ID No. / passport No. (only natural person):
................................................,
registered in the commercial registry or other similar registry (only legal
entity):
..........................................................................
.................................................,
(the 'Proxy holder'),
to act as a proper and authorized proxy holder of the Principal performing
the following:
1. to represent the Principal in relation to:
a) all shares of the Company belonging to the Principal**
b) shares of the Company which the Principal has on securities
account(s):**
Securit- Where the securities account is maintained Number of shares of**Delete as appropriate. In case that no option is deleted as appropriate
ies (name of the member of Centrálny depozitár the Company on the
account cenných papierov SR, a.s. is sufficient) securities account
No.
or otherwise unambiguously chosen, option 1.a) is valid and the proxy is
held for all shares of the Company belonging to the Principal as the
Company's shareholder. If option 1.b) is chosen and the securities
account(s) was/were sufficiently specified, it is held, that the proxy
relates to all shares that the Principal has on this/these securities
account(s). In case option 1.b) is chosen, it is necessary to specify the
securities account(s) on which the Principal has shares of the Company and
to which this proxy relates; otherwise this proxy can be invalid due to
uncertainty. The Principal and the Proxy holder confirm by signing this
proxy that they agree with these rules.
and that to full extent and without any limitation as a shareholder of the
Company at the ordinary general meeting of the Company to be held on
27.06.2013 at 2 pm ('OGM') at the seat of the Company at?uja, 015 01
Rajec, Slovakia, in the room Canteen, in particular but not limited to, to
exercise voting rights at OGM 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 OGM, in particular but not limited to,
pursuant to the Articles of Association of the Company, the Slovak Act No.
513/1991 Coll. the Commercial Code as amended and/or pursuant to other
applicable laws of the Slovak Republic;
2. to act, sign and/or execute for and on behalf of the Principal any and
all legal and/or other actions relating to and/or connected with
actions stipulated in section 1. above, and all that also in cases in
which pursuant to generally binding legal rules of Slovakia a special
proxy is required;
3. to comply with the following specific voting instructions, if the Proxy
holder is also supervisory board member of the Company:
Item of Agenda of OGM: Instruction:In the case the Proxy holder is also supervisory board member of the
2.
4.
6.
8.
Company, the Principal and the Proxy holder confirm by signing this proxy
that the Proxy holder has informed the Principal about all facts that might
affect the decision of the Principal as a shareholder to grant proxy for
representation at OGM to a supervisory board member of the Company.
The Proxy holder is entitled neither to grant power of substitution to a
third party nor to grant to him/her any authorization, whether individual
or in the entirety of the proxy granted to him/her.
The Principal hereby confirms everything and anything that the Proxy holder
lawfully executes and/or arranges pursuant to and in accordance with this
proxy during the validity of this proxy.
This proxy supersedes any and all prior, oral and written, 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, and these
previous proxies are considered hereby revoked and invalid. This proxy is
governed by applicable laws of the Slovak Republic.
In ................................., on .................................
The Principal:
Forename, surname / business name:
......................................................................
Signature:
.....................................................................
(please do not forget to have
your signature verified)
I agree with my appointment as a Proxy holder and I accept this proxy in
the above scope.
The Proxy holder:
Forename, surname / business name:
......................................................................
Date of acceptance of the proxy: .............................
Signature:
.....................................................................
End of Corporate News
---------------------------------------------------------------------
27.05.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
Language: English
Company: Dolkam Suja a.s.
Suja
01501 Rajec
Slovakia
Phone: +421 41 542 2310
Fax: +421 41 542 2310
E-mail: dolkam(at)dolkam.sk
Internet: www.dolkam.sk
ISIN: CS0009013354
End of News DGAP News-Service
---------------------------------------------------------------------
213047 27.05.2013
Themen in dieser Pressemitteilung:
Unternehmensinformation / Kurzprofil:
Datum: 27.05.2013 - 10:00 Uhr
Sprache: Deutsch
News-ID 263514
Anzahl Zeichen: 6812
contact information:
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 302 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DGAP-News: Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING"
steht unter der journalistisch-redaktionellen Verantwortung von
Dolkam Suja a.s. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
