Grupa Azoty S A : Ad. 4 Adopiton the agenda of the EGM
April 23, 2024 at 07:45 am
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The file contains:
1. Draft resolution of the Company's Extraordinary General Meeting to adopt the agenda of the Meeting
RESOLUTION NO._____
OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A. OF TARNÓW HELD ON 16 MAY 2024 TO ADOPT THE AGENDA OF THE MEETING
Pursuant to Section 21 and Section 22.1 of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty S.A. (the "Company")
resolves as follows:
Section 1
The Extraordinary General Meeting of the Company adopts the following agenda for the Meeting:
Opening of the Extraordinary General Meeting
Appointment of the Chair of the Meeting
Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions
Adoption of the agenda
Voting on a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting
Appointment of a Ballot Counting Committee for the Extraordinary General Meeting
Changes in the composition of the Company's Supervisory Board
Voting on a resolution to cover the cost of convening and holding the Extraordinary General Meeting
Closing of the Meeting.
Section 2
This Resolution shall take effect upon adoption.
STATEMENT OF REASONS:
The General Meeting proceeds in accordance with the adopted agenda. Pursuant to Art. 44.3 of the Articles of Association of the Company, the agenda of a General Meeting is prepared by the Management Board or another entity convening the Meeting. The present Extraordinary General Meeting has been convened at the request of the State Treasury as a shareholder in the Company, including a request to place certain matters on the agenda of the General Meeting. The agenda of the present Extraordinary General Meeting as contained in this draft resolution has been prepared by the Management Board, taking into account the request of the State Treasury as a shareholder in the Company to include certain matters in the agenda.
Pursuant to Art. 404.1 of the Commercial Companies Code, no resolution may be passed on matters not included on the agenda of the General Meeting unless the entire share capital is represented at the Meeting and no objections to the adoption of such resolution are raised by any of the persons attending the Meeting.
Pursuant to Section 21 of the Rules of Procedure for the Company's General Meeting: "Having confirmed that the Meeting has the capacity to adopt resolutions, the Chair shall present the agenda and put it to the vote."; pursuant to Section 22.1 of the Rules of Procedure for the Company's General Meeting: "Decision concerning adoption of the agenda for the Meeting or introduction of changes into the agenda shall be made exclusively by the Meeting by way of a resolution." By way of a resolution, the General Meeting may change the order of items on the agenda (Art. 44.3 of the Articles of Association).
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Grupa Azoty SA is a Poland-based producer of chemical products. Its products portfolio is divided into five segments. Fertilizers segment includes manufacturing and sales of nitrogenous fertilizers (urea, nitrate, ammonium nitrates, ammonium sulphate nitrate, a mixture of ammonium sulphate and urea, ammonium sulphate), compound fertilizers, ammonia; Plastics segment is engaged in manufacturing and sales of polyamide 6 (Tarnamid, Alphalon), polyacetal (Tarnoform), caprolactam; OXO segment includes manufacturing and sales of alcohols (2-ethylohexanol, n-butanol, isobutanol, octanol F) and plasticizers, such as bis(2-ethylhexyl) phthalate, diisobutyl phthalate, among others; Pigment segment is engaged in manufacturing and sales of titanium white, Tytanpol; Other Activities segment includes energy, laboratory services, catalysts, rental of properties. The Company operates through subsidiaries, including Grupa Azoty ZAK SA, ATT Polymers GmbH, Zaklady Chemiczne Police SA, among others.