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    DGAP-News  394  0 Kommentare Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING

    DGAP-News: Dolkam Suja a.s. / Key word(s): AGM/EGM
    Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING

    05.05.2016 / 09:30
    The issuer is solely responsible for the content of this announcement.

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    CONVOCATION OF ORDINARY GENERAL MEETING

    The board of directors of the company D O L K A M Šuja a.s. with seat at
    Šuja, 015 01 Rajec, Slovakia, company ID No.: 31 561 870, registered with
    the commercial registry of the District Court Žilina, 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 08.06.2016 at 11:00 am ("OGM") at the seat of the company
    Schönherr Rechtsanwälte GmbH, o.z. at the address Prievozská 4/A, 821 09
    Bratislava, Slovakia (in the premises of Apollo Business Center II, block
    B, on the 6th floor) in the conference room 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 2015

    (b) annual report for year 2015

    (c) auditor's report on audit of the financial statement for year 2015

    (d) supplement to auditor's report on audit of the compliance of the annual
    report for year 2015 with the financial statement for year 2015

    (e) proposal for distribution of profit for year 2015

    (f) statement of the supervisory board on the financial statement for year
    2015 and proposal for distribution of profit for year 2015

    (g) report of the supervisory board on results of its supervisory
    activities for year 2015

    4. Approval of:

    (a) ordinary individual financial statement for year 2015

    (b) annual report for year 2015

    (c) proposal for distribution of profit for year 2015

    5. Debate on Business plan for 2016

    6. Election of external auditor of the Company for performance of audit
    for year 2016

    7. Approving amendments to the Articles of Association of the Company

    8. Revocation of members of the board of directors of the Company

    9. Election of member of the board of directors of the Company

    10. 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 05.06.2016.

    Registration of shareholders and entry into attendance list will be held
    between 10:00 am and 10:45 am 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
    BoD in 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 "VALNÉ ZHROMAŽDENIE" and
    subsection "RVZ 08.06.2016".
    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@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 address Šuja,
    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 08.06.2016 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 "VALNÉ ZHROMAŽDENIE" and subsection "RVZ
    08.06.2016".

    (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@dolkam.sk.


    Notice for the shareholders pursuant to Sec. 184 (6), (7) and Sec. 192 (1)
    CC:
    The substance of the proposed amendments to the AoA of the Company relies
    on reducing the number of members of the board of directors of the Company
    from five members to four members and changing the frequency in which the
    meetings of the board of directors take place in such way that the meetings
    shall take place when necessary, at least once per quarter.

    The ordinary individual financial statement for year 2015, the draft of the
    amendments to the AoA of the Company and the list of the BoD nominees, are
    available to shareholders for inspection at the seat of the Company at the
    address Šuja, 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 08.06.2016 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 "VALNÉ ZHROMAŽDENIE" and
    subsection "RVZ 08.06.2016".

    Shareholder has the right to request copies of draft AoA of the Company and
    the list of BoD nominees, or to request that such copies be sent to the
    address stated by the shareholder at his/her expense and risk. 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
    copy of the ordinary individual financial statement for year 2015 to the
    address stated by the shareholder at his/her expense and risk. These rights
    can be exercised by shareholder by written request sent to the address of
    the seat of the Company or personally at the seat of the Company at the
    address Šuja, 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 08.06.2016 between 8 am and 12
    noon.

    Since the Company has issued bearer shares, the main data of the ordinary
    individual financial statement for the year 2015 are part of this
    convocation of OGM:



    Main data of the ordinary individual financial statement
    of the company D O L K A M Šuja a.s. for the year 2015


    Balance sheet as at 31.12.2015 Profit and loss statement as
    in EUR at 31.12.2015 in EUR

    Total assets 8 060 891 Production 2 322 113
    Receivables from - Purchased consumables and 1 272 984
    subscribed own equity services
    Fixed assets 2 460 292 Added value 1 049 129
    Current assets 5 597 121 Staff costs 637 601
    Other assets 3 478 Taxes and charges 30 306
    Depreciation of intangible 239 051
    and tangible fixed assets
    Total liabilities 8 060 891 Sales of fixed assets and 60 325
    and equity material
    Carrying value of fixed assets 58 695
    and material sold
    Share capital 937 828 Other operating income 30 444
    Other operating expenses 20 225

    Statutory funds 10 446 Operating profit or loss 154 020
    Funds from profit 6 519 659 Financial income 813

    Profit or loss for 111 248 Financial expenses 5 528
    the current period
    after tax
    Profit or loss of prior - Financial profit or loss -4 715
    periods
    Liabilities 477 486 Profit or loss from 149 305
    ordinary activities prior
    tax
    Other liabilities 4 224 Income tax on ordinary 38 057
    activities

    Profit or loss for the
    current period after tax 111 248




    In Šuja on 29.04.2016



    Board of Directors of the company D O L K A M Šuja 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 Šuja 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 Šuja a.s., with seat at Šuja,
    015 01 Rajec, Slovakia, company ID No.: 31 561 870, registered in the
    commercial registry of the District Court Žilina, 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
    ies (name of the member of Centrálny depozitár the Company on the
    account cenných papierov SR, a.s. is sufficient) securities account
    No.














    **Delete as appropriate. In case that no option is deleted as appropriate
    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
    08.06.2016 at 11 am ("OGM") at the seat of the company Schönherr
    Rechtsanwälte GmbH, o.z. at the address Prievozská 4/A, 821 09 Bratislava,
    Slovakia (in the premises of Apollo Business Center II, block B, on the 6th
    floor) in the conference room, 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:


    2.
    4.
    6.
    7.
    8.
    9.



    In the case the Proxy holder is also supervisory board member of the
    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:
    .....................................................................


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    05.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a
    service of EQS Group AG.
    The issuer is solely responsible for the content of this announcement.

    The DGAP Distribution Services include Regulatory Announcements,
    Financial/Corporate News and Press Releases.
    Media archive at www.dgap-medientreff.de and www.dgap.de

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    Language: English
    Company: Dolkam Suja a.s.
    Suja
    01501 Rajec
    Slovakia
    Phone: +421 41 542 2310
    Fax: +421 41 542 2310
    E-mail: dolkam@dolkam.sk
    Internet: www.dolkam.sk
    ISIN: CS0009013354


    End of News DGAP News Service
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    460515 05.05.2016



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    DGAP-News Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING DGAP-News: Dolkam Suja a.s. / Key word(s): AGM/EGM Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING 05.05.2016 / 09:30 The issuer is solely responsible for the content of this announcement. …