Sygnity SaGPW: SGN

Notice on convening Ordinary General Meeting of Sygnity S.A.

· Issued by Sygnity SA

Warsaw, 3 March 2017

15/2017

Notice on convening Ordinary General Meeting of Sygnity S.A. Legal basis: Article 56 (1)(2) of the Act on offer - current and periodical information Pursuant to Article 399 (1) of the Commercial Companies Code and Partnerships in conjunction with Article 395 (1) and Article 4021 and Article 4022 of CCCP, the Management Board of Sygnity spółka akcyjna seated in Warsaw, entered into the register of entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register under the number 0000008162 (hereinafter also: "the Company") hereby convenes the Ordinary General Meeting of the Company, which will take place in the registered seat of the Company in Warsaw (02-797) at Franciszka Klimczaka 1 on 31 March 2017 at 11.00 a.m.

The Ordinary General Meeting of the Company will be held with the following agenda:

  1. Opening of Ordinary General Meeting.

  2. Appointment of the Chairman of General Meeting.

  3. Establishment of the validity of convening the General Meeting and its capacity to adopt valid resolutions.

  4. Adopting the agenda of General Meeting.

  5. Consideration of the Management Board's report on the Company activity and the financial statements of the Company as well as the Management Board's motion for covering the Company's loss for the financial year ended on 30 September 2016.

  6. Consideration of the Management Board's report on the Company's Capital Group activity and the financial statements of the Company's Capital Group for the financial year ended on 30 September 2016.

  7. Consideration of the report of the Company's Supervisory Board on the activity in the financial year ended on 30 September 2016, on the assessment of the Management Board's reports on activity and the financial statements for the financial year ended on 30 September 2016, the Management Board's motion for covering the loss for the financial year ended on 30 September 2016 as well as the assessment of certain aspects of the Company's operation specified in Good Practices of Companies Listed on WSE 2016.

  8. Adopting resolutions on the approval of:

  9. the Management Board's report on the Company activity and the financial statements of the Company for the financial year ended on 30 September 2016,

  10. the Management Board's report on the Company's Capital Group activity and consolidated financial statements of the Company's Capital Group for the financial year ended on 30 September 2016,

  11. the report of the Company's Supervisory Board on the activity in the financial year ended on 30 September 2016, on the assessment of the Management Board's reports on activity and financial statements for the financial year ended on 30 September 2016, the Management Board's motion for covering the loss for the financial year ended on 30

    September 2016 as well as the assessment of certain aspects of the Company's operation specified in Good Practices of Companies Listed on WSE 2016.

  12. Adopting a resolution on covering the loss for the financial year ended on 30 September 2016.

  13. Adopting resolutions on discharging the members of the Company's Management Board of their duties in the financial year ended on 30 September 2016.

  14. Adopting resolutions on discharging the members of the Company's Supervisory Board of their duties in the financial year ended on 30 September 2016.

  15. Adopting a resolution on an amendment of resolution no 26 of the Ordinary General Meeting of Sygnity spółka akcyjna ("the Company") of 30 June 2011 on the adoption of own share purchase scheme and the determination of the conditions of such share purchase as well as an amendment to resolution no 4 of the Company's Ordinary General Meeting of 31 March 2015 within the designated purpose of own shares purchased by the Company.

  16. Closing the General Meeting.

    Information on the shareholder's right to request that certain matters be entered into the agenda of the Company's Ordinary General Meeting

    A shareholder or shareholders who represent at least one twentieth of the Company's share capital may request that certain matters be entered into the agenda of the Company's Ordinary General Meeting. The request of a shareholder or shareholders should be submitted to the Company's Management Board not later than twenty one days before the announced date of the Company's Ordinary General Meeting, i. e. on 10 March 2017 at the latest. The request should include a statement of grounds or a draft resolution regarding the proposed item of the agenda.

    The request should be submitted in writing and delivered to the Company's Management Board in person or sent by post at the Company's address in Warsaw (02-797), ul. Franciszka Klimczaka 1, titled "Biuro Zarządu i Nadzoru Właścicielskiego" or sent by e-mail at the e-mail address: walnezgromadzenie@sygnity.pl.

    The above request must be sent together with copies of the documents confirming the identity of the shareholder (or shareholders) and their right to request that certain matters be entered into the agenda of the Company's Ordinary General Meeting, in particular:

  17. a certificate or a deposit certificate issued by the entity administering the securities account on which the Company's shares held by the shareholder are registered, confirming that they truly are a shareholder of the Company and that they represent at least one twentieth of the Company's share capital,

    as well as

  18. for a shareholder who is a natural person - a copy of the ID card, passport or other official document,

  19. for a shareholder other than a natural person - a copy of an extract from the relevant register or other document confirming the authorization of the natural person (natural persons) to represent the shareholder (e.g. continuous chain of powers of attorney) or

  20. if the request is submitted by an attorney who is a natural person - a copy of the power of attorney signed by the shareholder or persons authorized to represent the shareholder and a copy of the ID card, passport or other official document confirming the attorney's identity or

  21. if the request is submitted by an attorney who is not a natural person - a copy of an excerpt from the relevant register or other document confirming the authorization of the natural person (natural persons) to act on behalf of the shareholder's attorney (e. g. continuous chains of powers of attorney) and a copy of the ID card, passport or other official document confirming the identity of the natural person (natural persons).

  22. Documents drafted in a language other than Polish should be translated into Polish by a certified translator.

    Information on the shareholder's right to submit draft resolutions regarding matters entered into the agenda of the Company's Ordinary General Meeting which are to be entered into the agenda before the date of the Company's Ordinary General Meeting.

    A shareholder or shareholders representing at least one twentieth of the Company's share capital may, before the date of the Company's Ordinary General Meeting, submit to the Company, in writing or by means of electronic communication, draft resolutions regarding the matters entered into the agenda of the Company's Ordinary General Meeting or the matters which are to be entered into the agenda. The Company immediately announces the draft resolutions on its website: http://www.sygnity.pl in For investors/General Meetings tab.

    The draft resolutions should be submitted in writing and served on the Company in person or sent by post at the Company's address in Warsaw (02-797), ul. Franciszka Klimczaka 1, titled "Biuro Zarządu i Nadzoru Właścicielskiego" or sent by e-mail at the e-mail address: walnezgromadzenie@sygnity.pl.

    The draft resolutions must be sent together with copies of the documents confirming the identity of the shareholder (or shareholders) and their authorization to submit them, in particular:

    1. a certificate or a deposit certificate issued by the entity administering the securities account on which the Company's shares held by the shareholder are registered, confirming that they truly are a shareholder of the Company and that they represent at least one twentieth of the Company's share capital,

      as well as

    2. for a shareholder who is a natural person - a copy of the ID card, passport or other official document,

    3. for a shareholder other than a natural person - a copy of an extract from the relevant register or other document confirming the authorization of the natural person (natural persons) to represent the shareholder (e.g. continuous chain of powers of attorney) or

    4. if the request is submitted by an attorney who is a natural person - a copy of the power of attorney signed by the shareholder or persons authorized to represent the shareholder and a copy of the ID card, passport or other official document confirming the attorney's identity or

    5. if the request is submitted by an attorney who is not a natural person - a copy of an excerpt from the relevant register or other document confirming the authorization of the natural person (natural persons) to act on behalf of the shareholder's attorney (e. g. continuous chains of powers of attorney) and a copy of the ID card, passport or other official document confirming the identity of the natural person (natural persons).

      6. Documents drafted in a language other than Polish should be translated into Polish by a certified translator.

      Information on the shareholders right to submit draft resolutions regarding matters entered into the agenda during the Company's Ordinary General Meeting.

      Each of the shareholders may submit, during the Company's Ordinary General Meeting, draft resolutions regarding the matters entered into the agenda.

      Information on the manner of exercising the voting right by an attorney, in particular on the forms used for voting by an attorney and on the manner of notification of the company on the appointment of an attorney by means of electronic communication.

      The shareholders may take part in the Company's Ordinary General Meeting in person or through attorneys.

      The attorney exercises all powers of the shareholder at the Company's Ordinary General Meeting, unless the power of attorney provides otherwise. An attorney may grant further power of attorney if this follows from their power of attorney. An attorney may represent more than one shareholder and may vote differently under the share of each shareholder.

      A shareholder who has shares registered on more than one securities accounts may appoint separate attorneys to exercise the rights under shares registered on each of these accounts.

      A member of the Company's Management Board and an employee of the Company may be the attorneys of shareholders at the Company's Ordinary General Meeting. If a member of the Management Board, a member of the Supervisory Board, a liquidator, a Company employee or a Member of the company's bodies or an employee of a company or cooperative controlled by the Company is an attorney of the shareholder, the power of attorney may authorize them to representation only at one Ordinary General Meeting of the Company. The attorney is obliged to disclose to the shareholder any premises for factual or potential conflict of interests. Granting further powers of attorney is excluded.

      The power of attorney to participate in the Company's Ordinary General Meeting and exercise the voting right must be granted in writing or electronically. Granting a power of attorney in the electronic form does not require affixing a qualified electronic signature verified through a valid qualified certificate.

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