| | KOMISJA NADZORU FINANSOWEGO | |
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| | Raport bieżący nr | 3 | / | 2009 | |
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| | Data sporzÄ…dzenia: | 2009-05-04 | | | | | | | | | |
| | Skrócona nazwa emitenta | | | | | | | | | |
| | ASTARTA HOLDING | |
| | Temat | | | | | | | | | | |
| | Annual General Meeting of Shareholders of ASTARTA Holding N.V. | |
| | Podstawa prawna | | | | | | | | |
| | Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieї№ce i okresowe
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| | Treść raportu: | | | | | | | | | |
| | The Board of Directors of ASTARTA Holding N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company"), in accordance with its Articles of Association (the “Articles of Association") is pleased to inform about convening:
(A). the Annual General Meeting of the Company’s Shareholders ( the “General Meeting") to be held on 05 June 2009 in Amsterdam at Claude Debussylaan 54, Amsterdam, the Netherlands at 9:00 hours of Amsterdam time.
The General Meeting agenda is as follows:
1. Opening of the General Meeting;
2. Discussion on the 2008 annual report;
3. Adoption of the annual accounts for the financial year 2008;
4. Granting of discharge to the Directors for their tasks during the financial year 2008;
5. Adoption of the profit appropriation for the financial year 2008 and proposal to distribute dividends;
6. Filling of any vacancies;
7. Adoption of the amended remuneration policy of the Company;
8. Discussion on the new Dutch Corporate Governance Code
9. Authorisation of a person to represent the Company in the event of a conflict of interest;
10. Appointment of a person that may be temporarily charged with the management of the Company when all Directors are absent or unable to act (“ontstentenis of belet");
11. Appointment of the Company’s external auditor for the financial year 2009;
12. Delegation to the Board of Directors of the authority to issue shares and cancel pre-emptive rights;
13. Any other business;
14. Closing of the General Meeting.
In accordance with applicable provisions of Dutch company law and the Articles of Association, the General Meeting convening notice will be published on May 15, 2009 on the Company’s website at www.astartakiev.com.
All documents prepared for the purpose of the General Meeting, including:
(a) the General Meeting agenda,
(b) the Company’s Annual Report containing the report of the Board of Directors, the annual accounts for the financial year 2008 and the auditor’s reports,
(c) the Shareholders’ Circular,
(d) a description of the proxy-voting procedure at the General Meeting through a Director, the form of a power of attorney together with draft voting instructions,
(e) the draft amended remuneration policy,
will be posted on the Company’s website at www.astartakiev.com.
Additionally, hardcopies of the above-mentioned documents will be available to shareholders for review at the Company’s offices in the Netherlands in Amsterdam at Koningslaan 17, 1075 AA Amsterdam at least 15 days prior to the General Meeting until the date of the General Meeting.
Only shareholders that:
(i) deposit not later than on 29 May 2009, 17:00 hours Kyiv time, the original registered depository certificates issued by authorized entities maintaining securities accounts of such shareholders which will be evidencing their shareholding in the Company and the establishment of a blockage on shares by the end of the General Meeting, at the office of LLC Firm “Astarta-Kyiv" in Ukraine in Kyiv at the following address: 38/44 Pochainynska Street, 04070, Kyiv, Ukraine, or at the office of the Company with the following address: Koningslaan 17, 1075 AA Amsterdam, the Netherlands; and
(ii) have not collected from the Company their deposited registered depository certificate before the General Meeting
shall be entitled to participate in the General Meeting.
Each shareholder may participate in the General Meeting and exercise the shareholder’s rights, including the voting rights, in person or by an authorized representative or proxy, including, in the case of the General Meeting, also through a Director designated by the Company for that purpose; the respective authorization should be given or evidenced in writing. In all cases, copies of a power of attorney should be delivered to the office of LLC Firm “Astarta-Kyiv" in Ukraine or to the office of the Company in the Netherlands, at the address indicated below at least one day prior to the General Meeting i.e. on 04 June 2009, not later than 17:00 Kyiv time, under the pain of their rejection.
Shareholders that have deposited with LLC Firm “Astarta-Kyiv" or with the Company a depository certificate with a validity date until the end of the General Meeting and have not collected a deposited depository certificate by that time, may authorize a Director designated by the Company to attend the General Meeting and vote their shares on their behalf in compliance with the voting instructions by filling up the form of power of attorney available on the Company’s website: www.astartakiev.com and delivering it to the Company’s Board of Directors sending it to the LLC Firm “Astarta-Kyiv" offices in Ukraine or to the Company’s offices in the Netherlands.
Detailed information on the General Meeting, including information on the proxy voting procedure will have been posted at the Company’s website: www.astartakiev.com by 15 May 2009.
Shareholders are advised that they should read carefully all the information relating to the General Meeting which will be available at the Company’s website: www.astartakiev.com and are kindly asked to address all queries with respect to the General Meeting to the Board of Directors at the following addresses:
LLC Firm “Astarta-Kyiv"
38/44 Pochainynska Street,
04070 Kyiv
Ukraine
Fax: +38 044 585-94-03
email: kontiruk@astartakiev.com
Astarta Holding N.V.
Koningslaan 17,
1075 AA Amsterdam
the Netherlands
Fax: +31 20 673 03 42
email: kontiruk@astartakiev.com
with a notice: the General Meeting of ASTARTA Holding N.V.
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