DGAP-News: SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s.: NOTIFICATION OF CONVOCATION OF ORDINARY GENERAL MEETING

NOTIFICATION OF CONVOCATION OF ORDINARY GENERAL MEETING

The board of directors of the joint stock company SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. (abbreviated: SES a.s.), with seat at Továrenská 210, 935 28 Tlmače, Slovakia, company ID No.: 31 411 690, registered in the commercial register of the District Court Nitra, Section Sa, Insert No. 39/N ("Company" or "SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s.") in accordance with Sec. 184 and 184a of the Slovak Act No. 513/1991 Coll. Commercial Code as amended ("CC") and Art. 10, Para. 10.2.6 of Articles of Association of the Company

convenes ordinary general meeting

of the company SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. to be held on 27.06.2019 at 10:00 am in seat of company ("OGM") with following agenda:

1. Opening of OGM and election of bodies of OGM

2. Information to OGM on:

(a) ordinary individual financial statements of the Company elaborated as at 31.12.2018,

(b) annual report containing report on business activities of the Company and state of its assets for 2018 and explanatory report of the members of the board of directors to the content of the annual report pursuant to Sec. 20 (6),(7) of the Act No. 421/2002 Coll. as amended,

(c) report of independent auditor on audit of the financial statements for 2018 and on annual report for 2018,

(d) proposal of board of directors for distribution of profit for 2018,

(e) standpoint of supervisory board to ordinary individual financial statements of the Company elaborated as at 31.12.2018 and to the proposal of board of directors for distribution of profit for 2018,

(f) report on results of supervisory activities of supervisory board for 2018.

3. Approval of ordinary individual financial statements of the Company as at 31.12.2018 and proposal for distribution of profit for 2018

4. Information to OGM on recommendation of audit committee of the Company for approval of audit company for performance of statutory audit for 2019 and approval of audit company for performance of statutory audit for 2019

5. Recall of member of audit committee of the Company

6. Appointment of member of audit committee of the Company

7. Resolution on the amendment of the Company's bylaws

8. Information on Business plan of the Company for 2019

9. Closing of OGM

Ad Point 2 of Agenda of OGM:

Main data from ordinary individual financial statement as at 31.12.2018 (TEUR)

 

Balance sheet: Profit and loss statement:

Total assets	66 950	Total equity and liabilities	66 950	Total revenue	71 252
Non-current assets	20 819	Equity	5 191	Total production costs	(75 515)
Current assets	46 131	Liabilities	61 759	Profit or loss for the accounting period after tax	(1 143)

 

 

Ad Point 7 of Agenda of OGM:

Nature of proposed amendments of the bylaws lies in complementing the bylaws with the possibility of creating capital funds from contributions of shareholders according to (Article 217 of Commercial Code).

 

Information and advice to shareholders:

a) Shareholder has the right to ask for the proposal of amendments of the bylaws and for list of persons nominated as member of the Company bodies with proposed position, or their sending to the address stated by shareholder at his/her costs and risk via request sent to [email protected].

b) The Company will send notification of convocation of general meeting of the Company to shareholder being holder of bearer share by registered mail at least 30 days prior to general meeting of the Company to the address stated by him/her at his/her expenses, if owner of bearer share 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. A shareholder being holder of bearer shares and who has established a pledge over shares 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 financial statements at his/her expenses and risk to the address stated by him/her.

c) Shareholder has the right to participate in and vote at general meeting, to request at general meeting information and explanations regarding matters of the Company or matters of persons controlled by the Company relating to the subject-matter of general meeting and submit proposals. Number of votes of shareholder is determined so that one vote shall pertain to shareholder for each EUR 1 of the nominal value of share of the Company. The board of directors of the Company ("BoD") is obliged to provide each shareholder upon request at the general meeting with complete and true information and explanations relating to the subject-matter of general meeting. If BoD is unable to provide a shareholder with complete information at general meeting, or if at general meeting a shareholder requests so, the BoD is obliged to provide the shareholder with the information in writing within 15 days from the general meeting at the latest. 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. In its written information or answer at the general meeting directly, the BoD may refer the shareholder to website of the Company (www.ses.sk) under condition that this contains answer to his/her request in the form question-answer.

d) If the website of the Company does not contain requested information or contains incomplete information, upon petition of the shareholder, the court shall decide about duty of the Company to provide the requested information. Provision of information may be refused only if by its disclosure law would be violated or in case from diligent consideration of information content it results, that its disclosure could cause harm to the Company or to a person controlled by the Company; provision of information regarding economic matters and proprietary matters of the Company cannot be refused. The BoD shall decide about refusal to provide information during general meeting. 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 general meeting; upon SB's request, the chairman of general meeting can suspend the general meeting for the time necessary for SB to pass decision. If SB decides that it does not agree with provision of information, upon petition of the shareholder, the court will decide, whether the Company is obliged to provide the requested information. Shareholder's right under this section d) of the notification expires unless a shareholder exercises the right at the court within one month from the general meeting at which he/she requested BoD or SB to provide such information.

e) A shareholder or shareholders holding shares with nominal value of at least 5% of registered capital has/have the right to request the BoD in writing to convene the extraordinary general meeting to discuss proposed agenda when stipulating reasons. The BoD shall convene the extraordinary general meeting so that it shall take place within 40 days after receipt of the request for convocation of the general meeting at the latest; the BoD is not entitled to change proposed agenda of general meeting and the BoD is entitled to complement the proposed agenda only upon consent of persons who have asked for convocation of extraordinary general meeting in line with the respective provision of CC. Unless the BoD meets duty pursuant to preceding sentence of this point e) of this notification, the court will decide upon petition of a shareholder or shareholders owning shares with nominal value of at least 5% of registered capital pursuant to first sentence of this point e) of this notification that the court authorized them to convene the extraordinary general meeting within the time period under Sec. 181(2) of CC and to perform all therewith connected acts. At the same time, upon petition of the shareholders, the court determines the chairman of the general meeting who will preside the general meeting until the chairman of the general meeting is appointed. Notification of convocation of such general meeting must contain verdict of decision and identification of the court rendering the decision as well as date when the decision has become enforceable. If the court authorizes shareholders to convene the general meeting, the expenses of court proceedings and of general meeting shall be borne by the Company. The members of the BoD are jointly and severally liable for settlement of expenses of court proceedings and of general meeting. The Company is entitled to reimbursement of damage suffered by settlement of expenses of court proceedings towards the members of BoD. The request of shareholders according to first sentence can be complied with only if these shareholders prove that they own shares at least three months prior to lapse of the time period for convocation of extraordinary general meeting by the BoD pursuant to Sec. 181(2) of CC.

f) A shareholder or shareholders holding shares with nominal value of at least 5% of the registered capital has/have the right to request the BoD to put certain item on the agenda of general meeting and general meeting is obliged to discuss it; the request for supplementation of the agenda must be accompanied by a justification or a draft resolution of general meeting to be adopted; otherwise, general meeting is not obliged to attend to such request. If the request for supplementation of the agenda is delivered after the convocation of general meeting was published, the BoD shall publish a supplement to the agenda of general meeting in a manner stipulated by law and determined by AoA for convening the general meeting at least ten days before general meeting; if such a notice on supplementation of the agenda of general meeting is not possible, the item in question can be put on the agenda of general meeting only if all shareholders of the Company participate in general meeting and consent thereto; if the request for supplementation of the agenda is delivered by shareholders pursuant to Sec. 181(1) of CC 20 days before general meeting at the latest, the BoD is obliged to publish the notice on supplementation of the agenda not later than 10 days before general meeting. Furthermore, upon request of shareholders pursuant to first sentence of this point (i) SB examines exercise of powers by BoD in stipulated matters, (ii) BoD makes on behalf of the Company claims for payment of issue price of shares towards shareholders being in delay with the payment (if applicable), or will make claims of the Company for return of consideration paid to shareholders by the Company against CC, (iii) SB makes on behalf of the Company claims for reimbursement of damage or other claims that the Company has towards members of BoD, (iv) SB makes on behalf of the Company claims for payment of issue price of shares, if the Company subscribed to shares forming its registered capital against CC (Sec. 161 of CC), (v) SB exercises on behalf of the Company claims of the Company towards members of BoD as guarantors under CC. If the BoD or SB do not attend the shareholders' request without undue delay, the shareholders pursuant to Sec. 181(1) of CC are entitled to make the above claims on behalf of the Company. A person other than a shareholder who submitted the petition at the court or representative authorized by him/her, cannot perform towards the Company acts in the court proceeding. Shareholders who make on behalf of the Company claims pursuant to preceding sentence are obliged to bear expenses of the court proceeding instead of the Company. If the Company is granted reimbursement of expenses of the proceeding, person being obliged to such reimbursement is obliged to pay these to shareholder making the claims on behalf of the Company.

g) A shareholder attends the general meeting personally or represented by proxy holder based on a written proxy. 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. In case of public joint stock company, a SB member may act as shareholder's proxy holder as well. SB member shall however notify the shareholder of all facts that might affect 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 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. If a shareholder of the Company 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 under a special act. Template of the written proxy is attached to this notification. This template is also available on website of the Company at www.ses.sk in section "Pre investorov", subsection "Valné zhromaždenia" and subsequent subsection "Valné zhromaždenie 2019 - riadne - jún". The Company receives notices of appointment of proxy holder, change of granted proxy and of revocation thereof also via electronic means being e-mail sent [email protected] and that in the form of scanned copy of a document fulfilling formal essentials being in Slovak or Czech language (or is officially translated into Slovak/Czech language), it is readable and in format "pdf" or "tiff". In connection with granting of proxy, notices of appointment of proxy holder, change of granted proxy and of revocation thereof, the Company is entitled to impose on shareholder only such duties that are necessary for verification of identity and for enabling the possibility to verify the extent of the proxy and content of instructions for voting and that only in the extent adequate for this purpose.

h) Shareholder is entitled to ask for copies of full wordings of documents, including list of person nominated as member of the board of directors and member of audit committee and draft resolutions of general meeting that will be discussed as a part of determined agenda of general meeting at the seat of the Company, in office of BoD secretary during working days from 10:00 am until 12:00 noon from day of publishing of this notification of convocation of general meeting until 27.06.2019 and on day of OGM from 08:00 am until 09:00 am. The above documents and draft resolutions are available at the same time and place for inspection at the seat of the Company. The same availability is ensured for document on organizational measures valid for general meeting "Organizačné zabezpečenie rokovania riadneho valného zhromaždenia".

i) Data and documents stated in this advice are published on website of the Company www.ses.sk in section "Pre investorov", subsection "Valné zhromaždenia" and subsequent subsection "Valné zhromaždenie 2019 - riadne - jún".

j) Electronic means by which the Company publishes the information under special regulation is website of the Company at www.ses.sk.

k) In line with Art. 8, Para. 8.1 of AoA of the Company, the course of OGM is governed by the AoA and internal norm of the Company "Organizačné zabezpečenie rokovania riadneho valného zhromaždenia" approved by the BoD which is available to shareholders for inspection at the seat of the Company in the time period stated by AoA for convocation of OGM at time and place stated in point g) of this notification and also during the OGM.

l) In line with Sec. 184a(1)(d) of CC, the BoD advises shareholders that the possibility of absentee voting by mail pursuant to Sec. 190a of CC and the shareholders' participation in and voting at the general meeting by electronic means pursuant to Sec. 190d of CC are not applicable to the Company, i.e. such possibilities are not regulated in AoA of the Company. Amendment of AoA and enabling absentee voting and/or participation in and voting at the general meeting by electronic means under Sec. 190d of CC requires approval by three-fifths majority of votes of all shareholders of the Company.

m) In line with Art. 9 of AoA (Decision-making by general meeting), the BoD informs as follows: General meeting passes decisions by voting upon call of chairman of general meeting. In case more proposals are submitted, the chairman of general meeting shall decide on the order of proposals in which the voting will be performed. Scrutineers shall inform the chairman of general meeting and minutes keeper about voting results.

The record date under Sec. 156a of CC and Sec. 180(2) of CC and Art. 8, Para. 8.2. of AoA of the Company for exercising the shareholder's right to participate in OGM is the third day before the OGM, i.e. 24.06.2019.

Registration into list of present shareholders: Registration into list of present shareholders at OGM will be held on date of OGM on 27.06.2019 from 09:00 am at the place of OGM.

At registration into the list of present shareholders, a shareholder is obliged to submit:

1. Shareholder - natural person:

- valid identity document (ID card or passport);

2. Shareholder - legal entity:

- valid identity document (ID card or passport) of persons entitled to act on behalf of the shareholder;

- excerpt from the commercial register of shareholder not older than 3 months (original or verified copy);

3. Proxy holder of shareholder:

- Proxy from shareholder with officially verified signature of shareholder, in case of shareholder - legal entity - of persons entitled to act on behalf of shareholder;

- excerpt from commercial register of shareholder not older than 3 months (original or verified copy);

- valid identity document (ID card or passport) of proxy holder - natural person;

- in case that the proxy holder is legal entity -excerpt from the commercial register of proxy holder not older than 3 months (original or verified copy) and valid identity documents of persons entitled to act on behalf of the proxy holder;

4. Shareholder whose shares of the Company are held via trustee holding the shares for shareholder on holder's account established at central depository of securities 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.

All submitted or delivered documents in foreign language (except for Czech language) must contain also verified translation into Slovak language (except for identity documents).

Each shareholder participates in OGM at own expenses.

In Tlmače on 22.05.2019

Board of Directors of SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s.

Annex to notification of convocation of OGM: Template proxy

PROXY

 

Principal:

title, forename, surname / business name: ...............................................................,

permanent residence / registered seat: ....................................................................,

birth certificate No. / company ID No.: ...................................................................,

natural person states also type and No. of identity document: ................................................,

legal entity states also data on registration in the commercial register or other similar register: ...........................................................................................................................,

legal entity states also forename, surname and position of the person authorized to act on behalf of the shareholder:..............................................................................................................,

(the "Principal")

as a shareholder of the company SLOVENSKÉ ENERGETICKÉ STROJÁRNE a.s. (abbreviated: SES a.s.), with seat at Továrenská 210, 935 28 Tlmače, Slovakia, company ID No.: 31 411 690, registered in the commercial register of the District Court Nitra, Section Sa, Insert No. 39/N (the "Company") hereby in relation to

(A) all shares of the Company belonging to the Principal, or

(B) shares of the Company in the number .... of nominal value of .... EUR/share which the Principal has on securities account .................. maintained by ..................(name of the member of central depository of securities) - unless the option (B) is duly chosen, it shall be interpreted that the proxy relates to all shares of the Company belonging to the Principal

grants proxy to

the proxy holder:

title, forename, surname / business name: ...............................................................,

permanent residence / registered seat: ....................................................................,

birth certificate No. / company ID No.: ...................................................................,

natural person states also type and No. of identity document: ................................................,

legal entity states also data on registration in the commercial register or other similar register: ...........................................................................................................................,

legal entity states also forename, surname and position of the person authorized to act on behalf of the proxy holder:..............................................................................................................,

(the "Proxy holder"),

to represent the Principal in full extent and without any limitation as a shareholder of the Company at the ordinary general meeting of the Company to be held on 27.06.2019 at seat of company in particular but not limited to, to exercise voting rights 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 this general meeting.

If the Proxy holder is member of the supervisory board of the Company, the Principal states the following instructions to voting that the Proxy holder is obliged to comply with:

Point 1 of agenda: ...........................................

Point 3 of agenda: ...........................................

Point 4 of agenda: ...........................................

Point 5 of agenda: ...........................................

Point 6 of agenda: ...........................................

Point 7 of agenda: ...........................................

Point 8 of agenda: ...........................................

By signing this proxy, I as the Principal confirm that the Proxy holder - member of the supervisory board has informed me about all facts that might affect the decision of the Principal as a shareholder to grant proxy for representation at general meeting.

The Proxy holder is not entitled to grant power of substitution to a third party.

This proxy supersedes any and all prior 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. Any prior proxies are considered hereby revoked. This proxy is governed by applicable laws of the Slovak Republic.

In ................................., on .................................

 

The Principal attaches its officially verified signature: ...........................................................

 

I accept the above proxy in full extent.

In ................................., on .................................

The Proxy holder attaches its signature: ...........................................................

Unofficial translation to English.
In case of any discrepancies between Slovak and English version of this document, the Slovak version published in Hospodarske noviny shall prevail.