EQS-News: Dolkam Suja a.s.: CONVOCATION OF ORDINARY GENERAL MEETING

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 07.06.2023 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:

1. ordinary individual financial statement for year 2022
2. annual report for year 2022
3. independent auditor's report on audit of the financial statement for year 2022
4. supplement to independent auditor's report on the annual report for year 2022
5. proposal for distribution of profit for year 2022
6. statement of the supervisory board on the financial statement for year 2022 and proposal for distribution of profit for year 2022
7. report of the supervisory board on results of its supervisory activities for year 2022

4. Approval of:

1. ordinary individual financial statement for year 2022
2. annual report for year 2022
3. proposal for distribution of profit for year 2022

5. Debate on Business plan for 2023
6. Election of auditor's company for performance of statutory audit for the Company for year 2023
7. 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 04.06.2023.

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:

1. Natural person being shareholder: valid identity document (ID card or passport);
2. 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;
3. 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;
4. 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.
5. Shareholder whose shares of the Company are held via trustee holding the shares for shareholder on holder’s account established at central depositary 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.

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 07.06.2023".

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 [email protected]. 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 07.06.2023 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 07.06.2023".
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 [email protected].

 

Notice for the shareholders pursuant to Sec. 192 (1) CC:

The ordinary individual financial statement for year 2022 is 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 07.06.2023 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 07.06.2023".

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 2022 to the address stated by the shareholder at his/her expense and risk. This right 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 07.06.2023 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 2022 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 2022
Balance sheet as at 31.12.2022		Profit and loss statement as at 31.12.2022
	in EUR		in EUR
Total assets	12 298 027	Production	5 539 381
Receivables from subscribed own equity	-	Purchased consumables and services	3 661 403
Fixed assets	5 126 618	Added value	1 877 978
Current assets	7 168 685	Staff costs	828 136
Other assets	2 724	Taxes and charges	58 268
		Depreciation of intangible and tangible fixed assets	496 372
Total liabilities and equity	12 298 027	Sales of fixed assets and material	116 680
		Carrying value of fixed assets and material sold	113 919
Share capital	937 828	Other operating income	133 114
		Other operating expenses	38 233
Statutory funds	10 446	Operating profit or loss	592 844
Funds from profit	9 947 113	Financial income	8 338
Profit or loss for the current period after tax	410 399	Financial expenses	60 554
Profit or loss of prior periods	-	Financial profit or loss	-52 216
Liabilities	979 910	Profit or loss from ordinary activities prior tax	540 628
Other liabilities	12 331	Income tax on ordinary activities	130 229
		Profit or loss for the current period after tax	410 399

 

In Šuja on 17.04.2023

 

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:
   1. all shares of the Company belonging to the Principal**
   2. shares of the Company which the Principal has on securities account(s):**

Securities account No.	Where the securities account is maintained (name of the member of central depositary of securities is sufficient)	Number of shares of the Company on the securities account

**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 07.06.2023 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.

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: .....................................................................