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SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s., SK1120010386

SLOVENSKÉ ENERGETICKÉ STROJÁRNE a. s., SK1120010386

24.07.2020 - 10:03:17

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

in section "Pre investorov", subsection "Valné zhroma?denia" and subsequent subsection "Valné zhroma?denie 2020 - riadne - august". 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 akcionar@ses.sk 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 24.08.2020 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 "Organiza?né zabezpe?enie rokovania riadneho valného zhroma?denia".

i) Data and documents stated in this advice are published on website of the Company www.ses.sk in section "Pre investorov", subsection "Valné zhroma?denia" and subsequent subsection "Valné zhroma?denie 2020 - riadne - august".

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 "Organiza?né zabezpe?enie rokovania riadneho valného zhroma?denia" 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. 22.08.2020.

Registration into list of present shareholders: Registration into list of present shareholders at OGM will be held on date of OGM on 25.08.2020 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 Tlma?e on 22.07.2020 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 Tlma?e, 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 25.08.2020 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.

24.07.2020 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. Archive at www.dgap.de

1100781  24.07.2020 

@ dgap.de