General Assembly

Year 2019

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders


The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 16, 2019 at 11:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.  
 
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to  Art. 4022, Code of Commercial Companies (KSH)    
 
II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement – pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)
Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 12, 2019) amounts to: 42 863 637
 
 
III. Draft resolution – pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)
 
 
Resolution No. 1
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
 
 
Resolution No. 2
Regarding: election of the Voting Committee
 
 
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations in the
year 2018 and approval of the Company’s financial statement for the year 2018

 
 
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital
Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM
Capital Group for the business year 2018.

 
 
Resolution No. 5
Regarding: distribution of net profit for the year 2018
 
 
Resolution No. 6, 7
Regarding: approval to the Management Board member
 
 
Resolution No. 8, 9, 10,11, 12, 13, 14, 15
Regarding: approval of the Supervisory Board member

Report on the activities of the Supervisory Board of ES-SYSTEM S.A. in the year 2018
Report on the activities of the Audit Committee acting at the Supervisory Board of ES-SYSTEM SA in the year 2018
 
 
Resolution No. 16
Regarding: the remuneration of the Chairperson of the Supervisory Board
 
 
IV. Form of a proxy for exercising the voting right - pursuant to Art. 4023, § 1, p. 5) of the Code of Commercial Companies (KSH)
Form of a proxy for exercising the voting right
 
 
V. Contact for Shareholders biuro.zarzadu@essystem.pl
 
 
VI. Information clause
Information clause for proxies / representatives of shareholders
Information clause for shareholders who are natural persons
Information clause for participants of the GAS in connection to its registration and publishing
 

Year 2018

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders


The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 17, 2018 at 11:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.  
 
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to  Art. 4022, Code of Commercial Companies (KSH) 
II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement – pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)
Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 20, 2018) amounts to: 42 863 637
 
 
III. Draft resolution – pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)
 
 
Resolution No. 1
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
 
 
Resolution No. 2
Regarding: election of the Voting Committee
 
 
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations in the
year 2017 and approval of the Company’s financial statement for the year 2017

 
 
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital
Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM
Capital Group for the business year 2017.

 
 
Resolution No. 5
Regarding: allocation a portion of the reserve capital for dividend payment
the draft resolution by the request of the Management Board
the draft resolution by the request of the Supervisory Board
 
 
Resolution No. 6
Regarding: distribution of net profit for the year 2017 and dividend payment
the draft resolution by the request of the Management Board
the draft resolution by the request of the Supervisory Board
 
 
Resolution No. 7, 8,9
Regarding: approval to the Management Board member
 
 
Resolution No. 10,11, 12, 13, 14, 15, 16
Regarding: approval of the Supervisory Board member
 
 
Resolution No. 17
Regarding: establishing the number of the Supervisory Board members
 
 
Resolution No. 18, 19, 20, 21, 22, 23, 24
Regarding: election of the Supervisory Board
 
 
Resolution No. 25, 26, 27
Regarding: remuneration to the Supervisory Board members
 
 
IV. Candidates for members of the Supervisory Board
·         Bożena Ciupińska
·         Bogusław Pilszczek
·         Jacek Wysocki
·         Arkadiusz Chojnacki
·         Radosław Wojciechowski
·         Paweł Jaguś
 
 
IVa Candidate reported on 26.04.2018
·         Michał Gargul
 
 
V. Form of a proxy for exercising the voting right - pursuant to Art. 4023, § 1, p. 5) of the Code of Commercial Companies (KSH)
Form of a proxy for exercising the voting right
 
 
VI. Contact for Shareholders biuro.zarzadu@essystem.pl
 

 

Year 2017

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders:

The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 11, 2017 at 10:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to Art. 4022 , Code of Commercial Companies (KSH)


II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement - pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)

Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 13, 2017) amounts to:  42 863 637 


III. Draft resolution - pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)

Resolution No. 1
Regarding: election of the Voting Committee
Resolution No. 2
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations
in the year 2016 and approval of the Company’s financial statement for the year 2016
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM Capital Group for the business year 2016
Resolution No. 5
Regarding: distribution of net profit for the year 2016
Resolution No. 6, 7, 8
Regarding: approval to the Management Board member
Resolution No. 9, 10, 11, 12, 13, 14, 15, 16, 17
Regarding: approval of the Supervisory Board member
Report on the activities of the Supervisory Board of ES-SYSTEM S.A. in the year 2016
Report on the operations of the Remuneration Committee acting with the Supervisory Board of ES-SYSTEM S.A. in 2016
Report on the activities of the Audit Committee acting at the Supervisory Board of ES-SYSTEM SA ("ES SYSTEM S.A.", "COMPANY") during the period from 1 January to 31 December 2016
Resolution No. 18
Regarding: amendment to the Statute
Resolution No. 19
Regarding: amendment to the in the General Assembly regulations

IV. Form of a proxy for exercising the voting right - pursuant to Art. 4023, § 1, p. 5) of the Code of Commercial Companies (KSH)
Form of a proxy for exercising the voting right

 

V. Contact for Shareholders biuro.zarzadu@essystem.pl

Year 2016

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders:

The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 19, 2016 at 10:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to Art. 4022 , Code of Commercial Companies (KSH)

II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement - pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)

Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 22, 2016) amounts to:  42 863 637 


III. Draft resolution - pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)

Resolution No. 1
Regarding: election of the Voting Committee
Resolution No. 2
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations
in the year 2015 and approval of the Company’s financial statement for the year 2015
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM Capital Group for the business year 2015
Resolution No. 5
Regarding: allocation a portion of the reserve capital for dividend payment
Resolution No. 6
Regarding: distribution of net profit for the year 2015 and dividend payment
Resolution No. 7, 8, 9, 10
Regarding: approval to the Management Board member
Resolution No. 11, 12, 13, 14, 15, 16, 17, 18
Regarding: approval of the Supervisory Board member
Report on the activities of the Supervisory Board of ES-SYSTEM S.A. in the year 2015
Report on the operations of the Remuneration Committee acting with the Supervisory Board of ES-SYSTEM S.A. in 2015
Report on the activities of the Audit Committee acting at the Supervisory Board of ES-SYSTEM SA ("ES SYSTEM S.A.", "COMPANY") during the period from 1 January to 31 December 2015
Resolution No. 19
Regarding: establishing the number of the Supervisory Board members
Resolution No. 20
Regarding: election of the Supervisory Board member
Mr Paweł Jaguś - Candidate for Supervisory Board’s member
Resolution No. 21
Regarding: amendment to the Statute
Resolution No. 22
Regarding: amendment to to the Supervisory Board regulations

IV. Form of a proxy for exercising the voting right - pursuant to Art. 4023, § 1, p. 5) of the Code of Commercial Companies (KSH)

Form of a proxy for exercising the voting right


V. Contents of the resolutions adopted at the Ordinary General Assembly of Shareholders on May 19 , 2016

Year 2015

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders:

The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 8, 2015 at 10:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to Art. 4022 , Code of Commercial Companies (KSH)


II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement - pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)

Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 10, 2015) amounts to:  42 863 637 

 

III. Draft resolution - pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)

Resolution No. 1
Regarding: election of the Voting Committee
Resolution No. 2
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations in the year 2014 and approval of the Company’s financial statement for the year 2014
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM Capital Group for the business year 2014
Resolution No. 5
Regarding: allocation a portion of the reserve capital for dividend payment
Resolution No. 6
Regarding: distribution of net profit for the year 2014 and dividend payment
the draft resolution by the request of the Management Board
the draft resolution by the request of the Supervisory Board
Resolution No. 7, 8, 9
Regarding: approval to the Management Board member
Resolution No. 10, 11, 12, 13, 14, 15, 16
Regarding: approval of the Supervisory Board member
Resolution No. 17
Regarding: establishing the number of the Supervisory Board members
Resolution No. 18, 19, 20, 21, 22, 23, 24, 25
Regarding: election of the Supervisory Board
Report on activities of ES‑SYSTEM S.A. Supervisory Board in the year 2014
Report on activity of the Audit Committee operating by the Supervisory Board of ES-SYSTEM S.A. in 2014
Report on the work of the Remuneration Committee acting at the Supervisory Board of ES‑SYSTEM S.A. in 2014
Resolution No. 26
Regarding: remuneration to the Supervisory Board members

IV. Candidates for members of the Supervisory Board

  • Bożena Ciupińska
  • Jerzy Burdzy
  • Arkadiusz Chojnacki
  • Rafał Maciejewicz
  • Radosław Wojciechowski
  • Jacek Wysocki
  • Leszek Ciupiński
  • Bogusław Pilszczek


V. Questions from Shareholders (biuro.zarzadu@essystem.pl)

Pursuant to the rule No. II.1.7 of “Best Practices” obliging Management Boards of companies listed on the WSE, the Company makes possible for the shareholders to ask questions before and during the General Assembly by making accessible designated e-mail address for such purpose.
This address will be checked daily by the employees of the Company’s office.

 

VI. Contents of the resolutions adopted at the Ordinary General Assembly of Shareholders on May 8, 2015

Year 2014

I. Date, venue and agenda for the Ordinary General Assembly of Shareholders:

The Management Board of ES-SYSTEM S.A. with its seat in Krakow at ul. Przemyslowa 2, entered in the Register of Entrepreneurs of the National Court Register managed by the District Court for Kraków, the Economic Division of the National Court Register, under the number KRS 0000113760 (the “Company”), acting pursuant to Art. 399 § 1 and Art. 4021 § 1 and 2 of the Commercial Companies Code, hereby convenes the Ordinary General Assembly which will be held on May 8, 2014 at 11:00 hours in Krakow, at the registered office of the ES-SYSTEM S.A., Przemysłowa 2 Street.
Announcement on convening the Ordinary General Assembly of Shareholders of the Company ES-SYSTEM S.A. pursuant to Art. 4022 , Code of Commercial Companies (KSH)



II. Information on the total number of shares in the Company and the number of voting rights from those shares on the day of the announcement - pursuant to Art. 4023, § 1, p. 2) of the Code of Commercial Companies (KSH)

Total number of shares in the Company and the number of voting rights from those shares on the day of the announcement (that is on April 24, 2013) amounts to:  42 863 637 


III. Draft resolution - pursuant to Art. 4023, § 1, p. 4) of the Code of Commercial Companies (KSH)

Resolution No. 1
Regarding: election of the Voting Committee
Resolution No. 2
Regarding: election of the Chairman of the Ordinary General Assembly of Shareholders
Resolution No. 3
Regarding: approval of the Management Board’s report on the Company’s operations in the year 2013 and approval of the Company’s financial statement for the year 2013
Resolution No. 4
Regarding: the approval of the Management Board’s report on the ES-SYSTEM Capital Group’s operations and the approval of the consolidated financial statement of the ES-SYSTEM Capital Group for the business year 2013
Resolution No. 5
Regarding: allocation a portion of the reserve capital for dividend payment
Resolution No. 6
Regarding: distribution of net profit for the year 2013 and dividend payment
Resolution No. 7, 8, 9, 10, 11
Regarding: approval to the Management Board member
Resolution No. 12, 13, 14, 15, 16, 17, 18, 19
Regarding: approval of the Supervisory Board member
Resolution No. 20
Regarding: amendment to the Statute of the Company
Report on activities of ES‑SYSTEM S.A. Supervisory Board in the year 2013
Report on activity of the Audit Committee operating by the Supervisory Board of ES-SYSTEM S.A. in 2013
Report on the work of the Remuneration Committee acting at the Supervisory Board of ES‑SYSTEM S.A. in 2013

IV. Form of a proxy for exercising the voting right - pursuant to Art. 4023, § 1, p. 5) of the Code of Commercial Companies (KSH)

Form of a proxy for exercising the voting right


V. Questions from Shareholders (biuro.zarzadu@essystem.pl)

Pursuant to the rule No. II.1.7 of “Best Practices” obliging Management Boards of companies listed on the WSE, the Company makes possible for the shareholders to ask questions before and during the General Assembly by making accessible designated e-mail address for such purpose.
This address will be checked daily by the employees of the Company’s office.


VI. Contents of the resolutions adopted at the Ordinary General Assembly of Shareholders on May 8, 2014

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