| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 65 | / | 2014 |
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| | Date of issue: | 2014-06-11 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | WESTA ISIC S.A. | |
| | Subject | | | | | | | | | | |
| | CONVENING NOTICE AND INSTRUCTIONS FOR SHAREHOLDERS to participate in THE ANNUAL GENERAL MEETING OF SHAREHOLDERS of WESTA ISIC S.A. on 10 July 2014 | |
| | Official market - legal basis | | | | | | |
| | Inne uregulowania
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
| | Dear Shareholders,
The Board of Directors of WESTA ISIC S.A. (the “Company") convenes the shareholders of the Company to the Annual General Meeting of Shareholders (hereinafter – the “General Meeting") to be held on 10 July 2014 at 17.00 CET at the registered office of the Company: 6, Rue Eugène Ruppert, L-2453 Luxembourg, with the following agenda:
1. Management report of the Board of Directors (i) on the statutory annual accounts (unconsolidated) for the year ended 31 December 2013 drawn up according to generally accepted accounting principles in Luxembourg, and (ii) on annual consolidated financial statements for the year ended 31 December 2013 drawn up in accordance with International Financial Reporting Standards as adopted in the European Union and report of the Statutory Auditor.
2. Approval of the statutory annual accounts (unconsolidated) for the year ended 31 December 2013 drawn up according to generally accepted accounting principles in Luxembourg and appropriation of the results for the year ended 31 December 2013.
3. Approval of the consolidated financial statements for the year ended 31 December 2013 drawn up according to International Financial Reporting Standards as adopted by the European Union.
4. Discharge of the Directors and the Statutory Auditor for the year ended 31 December 2013.
5. Reappointment of Baker Tilly S.A.R.L., having its registered office in L-2529 Howald, 37, rue des Scillas as the Statutory Auditor for the audit of the consolidated and unconsolidated annual accounts of WESTA ISIC S.A. for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2015.
6. Assessment of the need to create nominations and/or remuneration committees of WESTA ISIC S.A.
7. Approving the remuneration for Ms. Lyubov Krechmanska, C Director, Independent Director for the period starting from 01 January 2013 to 31 December 2013 in a gross total amount of Euro 12,000.00 (twelve thousand Euro).
8. Deliberations on the continuity of the Company’s activity according to article 100 of the Corporate Act of 10 August 1915 as amended.
9. Miscellaneous.
Right to propose new items to the agenda and to file draft resolutions.
One or more shareholders holding together at least 5% of the share capital of the Company may:
• Add new items on the agenda of the General Meeting;
• File proposed resolutions in relation with the items of the agenda or the additional items.
Such requests must be sent to the Company in writing by mail at the following address: 6, Rue Eugène Ruppert, L-2453 Luxembourg or by e-mail to Eriks Martinovskis (email: Eriks.Martinovskis@intertrustgroup.com) no later than 18 June 2014.
Such requests should enclose the related proposed resolutions and should indicate a mail or e-mail address to which the Company may send an acknowledgement of receipt.
The Company will acknowledge the receipt of such requests within 48 hours upon reception.
The Company will publish an updated agenda of the annual general meeting at the latest on 25 June 2014.
Right to participate in the General Meeting.
In accordance with the Article 3 of the law of 24 May 2011 on exercise of certain rights of shareholders at the general meeting of companies admitted to trading, participation in the General Meeting is reserved to shareholders of the Company whose shareholding is determined on 26 June 2014 at 12.00 p.m. CET and who give notice of their intention to attend the General Meeting by sending (i) a depositary certificate and (ii) a duly completed proxy voting form (only in case of participation by use of a proxy)
• no later than 4 July 2014 18.00 CET in PDF format by e-mail to Eriks Martinovskis (email: Eriks.Martinovskis@intertrustgroup.com) or by fax to +352 26449 167,
and
• no later than 9 July 2014 18.00 CET in original by courier or by ordinary or registered mail to the Company’s offices at the following address:
WESTA ISIC S.A.
Att: Eriks Martinovskis
6, Rue Eugène Ruppert
L-2453 Luxembourg.
The documents relating to the General Meeting are available at the registered office of the Company and on the website of the Company (www.westa.com.ua) from the date of first publication of this convening notice and until closing of the Meeting. These documents include in particular:
• Management report of the Board of Directors (i) on the statutory annual accounts (unconsolidated) for the year ended 31 December 2013 drawn up according to generally accepted accounting principles in Luxembourg; (ii) on the consolidated financial statements for the year ended 31 December 2013 drawn up in accordance with International Financial Reporting Standards as adopted in the European Union for presentation to the Annual General Meeting;
• the statutory annual accounts (unconsolidated) for the year ended 31 December 2013 drawn up according to generally accepted accounting principles in Luxembourg and report of the Statutory Auditor (réviseur d’Entreprises agréé) for presentation to the Annual General Meeting;
• the consolidated financial statements for the year ended 31 December 2013 drawn up in accordance with International Financial Reporting Standards as adopted in the European Union, and report of the Statutory Auditor (réviseur d’Entreprises agréé) for presentation to the Annual General Meeting;
• the proxy voting form;
• draft of the shareholders resolutions to be taken during the General Meeting.
The shareholders are advised to contact their investment firms or custodian banks in order to receive information on formal requirements of, and documents to be submitted to, the investment firm or the custodian bank for the purpose of the issuance of the depository certificate.
Forms of participation in the General Meeting.
The Shareholders may attend the General Meeting either in person or be represented by a proxy, pursuant to the relevant options chosen and votes expressed in the proxy voting form.
For the convenience of shareholders, the Company proposes to appoint Eriks Martinovskis of Intertrust (Luxembourg) S.A., corporate administrator of the Company, with full power of substitution, as proxy for the shareholders to attend the General Meeting and vote in accordance with the voting instructions of the shareholder as provided in the duly filled proxy voting form, signed by the relevant shareholder. Please note, however, it is permitted to nominate a proxy other than the proposed shareholder's proxy. A representative may be a legal or natural person. A person appointed as proxy need not be a holder of shares of the Company. Shareholder may appoint one or more representatives of his/her own choice.
One person may represent more than one shareholder.
The proxy is entitled to act in the Shareholder's name and exercise the same rights the Shareholder benefits within the written voting instructions of the Shareholder. The proxy may be revoked and the new proxy may be appointed by the Shareholder either in writing by mail at the following address: 6, Rue Eugène Ruppert, L-2453 Luxembourg or by e-mail to Eriks Martinovskis (email: Eriks.Martinovskis@intertrustgroup.com) no later than 9 July 2014, or in person at the day of the General Meeting.
Lodging of a proxy form will not prevent a shareholder from attending and voting at the General Meetings if he decides to do so.
Documents to be presented by shareholders at the General Meeting.
An attendance list will be established at the General Meeting recording the shareholder(s) of the Company attending the General Meeting in person or by use of a proxy.
In order to be recorded to such a list and to be able to participate in the General Meeting, a natural or a legal person have to prove his/her/its quality of the Shareholder of the Company or a proxy if applicable, at the date of the General Meeting by submitting the following documents:
• in case of natural persons:
(i) an ID, a passport or other official document confirming identity of the shareholder.
• in case of legal persons:
(ii) an extract from the respective companies register and/or other official document confirming existence of the legal person and signing authority on behalf of the legal person;
(iii) other documents evidencing the right of a natural person(s) to represent such shareholder at the General Meeting;
(iv) the ID card, passport or other official document confirming the identity of the individual acting on behalf of the legal person.
• in case of acting through proxy:
(i) an ID card, passport or other official document confirming identity of proxy;
(ii) the power of attorney, together with unbroken chain of previous powers of attorney (if any).
• in case of a proxy for a legal person:
(i) an extract from the respective companies register and/or other official document confirming existence of the legal person and authority of the persons signing the power of attorney on behalf of the legal person.
The above documents should be in original or in copy confirmed by a notary.
The name, address, registration number and other information on the shareholder (if provided in the documents) shall be consistent in all documents.
All documents (including depository certificates) shall be delivered in English. In the contrary, the shareholder shall provide at its own expense and in the same deadlines a certified true translation by an officially agreed translator.
In the event there are any doubts as to the authority or identity of shareholders or persons acting on their behalf, the Chairman of the General Meeting will have a decisive voice regarding admittance to the General Meeting.
Holding of the General Meeting.
The AGM will be conducted in conformity with the voting requirements of the Luxembourg law on commercial companies dated 10 August 1915 as amended and the Company’s articles of association.
As of the day of the General Meeting the Company`s share capital is set at four hundred forty-one thousand three hundred thirty-three Euro thirty-three Cents (EUR 441,333.33) consisting of 44,133,333 (forty-four million one hundred thirty-three thousand three hundred thirty-three) ordinary shares with a nominal value of EUR 0.01 (one Cent of Euro) each.
One share entitles to one vote on each matter presented and requiring a vote at the General Meeting.
No specific quorum is required for the valid deliberation or acknowledgement of the General Meeting and the resolutions are taken by a simple majority of the votes cast by the shareholders present or represented at the General Meeting.
Each Shareholder, acting in person or through its proxy, may ask questions regarding one or several items of the agenda, during the General Meeting. If acting through its proxy, the Shareholder must give written instructions to the proxy for the questions to raise, or at least, a general right to ask all questions (regarding one or several items of the agenda) the proxy may deem appropriate.
The Company will then answer to the questions raised, on a best-effort basis during the question and answers session of the General Meeting, on an individual or global basis (if the question was raised several times).
Language of the General Meeting.
The General Meeting will be conducted, and all resolutions will be proposed and approved, in English.
Inquiries.
Any inquiries regarding the procedure to participate in the General Meeting shall be addressed by e¬mail to Eriks Martinovskis (email: Eriks.Martinovskis@intertrustgroup.com).
On all related correspondence (e.g., such as the object of the mail or the e-mail) kindly indicate the following notice: “2014 Annual Meeting of Shareholders WESTA ISIC S.A."
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