For Shareholders

Notice convening the MTG AGM

Agenda of the Ordinary General Meeting

of Międzynarodowe Targi Gdańskie S.A. on 24 June 2021

 

  1. Opening of the General Meeting.
  2. Election of the Credentials and Vote-Counting Committee.
  3. Election of the Chairperson of the General Meeting.
  4. Confirmation that the General Meeting has been duly convened and is capable of adopting resolutions.
  5. Adoption of the proposed agenda.
  6. Presentation and consideration of the Management Board's report on the Company's operations for the financial year ended 31 December 2020, and of the financial statements for the financial year ended
    31 December 2020, together with the Management Board's proposal for covering the loss.
  7. Presentation and consideration of the Supervisory Board's report on its activities in the financial year ended 31 December 2020, its assessment of the Management Board's report on the Company's operations for the financial year ended 31 December 2020, of the financial statements for the financial year ended 31 December 2020, and of the Management Board's proposal for covering the loss.
  8. Presentation by the Management Board of a written opinion justifying the reasons for excluding pre-emptive rights on shares in the increased share capital, and the proposed issue price of the shares.
    • to the Gdańsk Municipality, in the amount of 15,315 (fifteen thousand three hundred and fifteen) series X bearer shares,
    • to the Pomeranian Voivodeship, in the amount of 7,895 (seven thousand eight hundred and ninety-five) series bearer shares
  9. Adoption of resolutions on:
      1. approval of the Management Board's report on the Company's operations for the financial year ended 31 December 2020,
      2. approval of the financial statements for the financial year ended 31 December 2020,
      3. covering the loss,
      4. granting the members of the Company's Management Board a vote of discharge in respect of the performance of their duties
        in the financial year ended 31 December 2020,
      5. granting the members of the Company's Supervisory Board a vote of discharge in respect of the performance of their duties in the financial year ended 31 December 2020,
      6. depriving shareholders of pre-emptive rights on shares in the increased share capital,
      7. setting the issue price of series X shares,
      8. increasing the Company's share capital by the amount of PLN 1,160,500.00 (one million one hundred and sixty thousand five hundred) through the issue of 23,210 (twenty-three thousand two hundred and ten) new series X bearer shares with a nominal value of PLN 50.00 (fifty) each, by way of a private subscription offered to:
        whereby all series X bearer shares shall be paid up in full in cash, in the total amount corresponding to the product of their number and the agreed issue price, pursuant to agreements concluded with the Gdańsk Municipality and the Pomeranian Voivodeship no later than 30 June 2021,
      9. amendment of Resolution No. 18/2017 of the Ordinary General Meeting of Międzynarodowe Targi Gdańskie S.A. in Gdańsk of 22 June 2017 on the rules for setting the remuneration of Members of the Management Board of Międzynarodowe Targi Gdańskie S.A.
      10. amendments to the Company's Articles of Association
        – addition of item aa) to § 3(1)
        – addition of item ab) to § 3(1)
        – addition of item ac) to § 3(1)
        – addition of item ad) to § 3(1)
        – addition of item ae) to § 3(1)
        – to § 4(1)
        – addition of item u) to § 4(2)
        – to § 15(2)(b)
        – to § 15(2)(c)
        – to § 15(3)(b)
        – to § 15(3)(c)
        – to § 15(9)
        – to § 15(10)
        – addition of item o) to § 19(2)
        – to § 20(2)
        – to § 20(3)
      11. adoption of the consolidated text of the Company's Articles of Association,
      12. adoption of new Rules of Procedure for the Supervisory Board in connection with the addition of § 19(2)(o) to the Articles of Association,
  10. Closing of the General Meeting.

The right to participate in the General Meeting is vested in shareholders in accordance with Article 406 § 1 of the Commercial Companies Code.

Pursuant to Article 402 § 2 of the Commercial Companies Code, the Management Board hereby announces the content of the proposed amendments to the Company's Articles of Association:

  1. In § 3(1) of the Articles of Association, previously non-existent items aa) to ae) are added, worded as follows:
    aa) Other entertainment and recreational activities not elsewhere classified (PKD –93.29 B)
    ab) Other reservation service activities not elsewhere classified   (PKD -79.90.C)
    ac) Web portal activities  (PKD -63.12.Z)
    ad) Specialised construction works (PKD 43)
    ae) Construction works related to the erection of buildings (PKD 41)
  2. In place of the current § 4(1) of the Articles of Association, which reads:
    „The Company's share capital amounts to PLN 39,171,700.00 (thirty-nine million one hundred and seventy-one thousand seven hundred) and is divided into 783,434 (seven hundred and eighty-three thousand four hundred and thirty-four) shares of PLN 50.00 (fifty) each, comprising 800 (eight hundred) preferred registered shares, 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares, and 516,703 (five hundred and sixteen thousand seven hundred and three) ordinary bearer shares.”
    the following new wording of § 4(1) of the Articles of Association is proposed:
    „The Company's share capital amounts to PLN 40,332,200.00 (forty million three hundred and thirty-two thousand two hundred) and is divided into 806,644 (eight hundred and six thousand six hundred and forty-four) shares of PLN 50.00 (fifty) each, comprising 800 (eight hundred) preferred registered shares, 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares, and 539,913 (five hundred and thirty-nine thousand nine hundred and thirteen) ordinary bearer shares.”
  3. In § 4(2) of the Articles of Association, a previously non-existent item u) is added, worded as follows:
    „u) 23,210 (twenty-three thousand two hundred and ten) ordinary bearer shares of the nineteenth series X issue, numbered from X 783115 to X 806324 inclusive.”
  4. In place of the current § 15(2)(b) of the Articles of Association, worded as follows:
    two members of the Supervisory Board are elected at the General Meeting by the shareholders,
    the following new wording of § 15(2)(b) of the Articles of Association is proposed:
    the Pomeranian Voivodeship appoints two members of the Supervisory Board,
  5. In place of the current § 15(2)(c) of the Articles of Association, worded as follows:
    one member of the Supervisory Board is appointed by the Fundusz Inwestycji Samorządowych Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych.
    the following new wording of § 15(2)(c) of the Articles of Association is proposed:
    one member of the Supervisory Board is appointed by Polski Fundusz Rozwoju S.A.
  6. In place of the current § 15(3)(b) of the Articles of Association, worded as follows:
    the member of the Supervisory Board appointed by the Fundusz Inwestycji Samorządowych Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych may be dismissed at any time by that shareholder,
    the following new wording of § 15(3)(b) of the Articles of Association is proposed:
    the member of the Supervisory Board appointed by Polski Fundusz Rozwoju S.A. may be dismissed at any time by that shareholder,
  7. In place of the current § 15(3)(c) of the Articles of Association, worded as follows:
    the member of the Supervisory Board elected at the General Meeting by the shareholders may be dismissed by the General Meeting at the request of any of the shareholders.
    the following new wording of § 15(3)(c) of the Articles of Association is proposed:
    the member of the Supervisory Board appointed by the Pomeranian Voivodeship may be dismissed at any time by that shareholder,
  8. In place of the current § 15(9) of the Articles of Association, worded as follows:
    If it becomes necessary to fill a vacancy on the Supervisory Board before the end of its term, as a result of the loss or resignation of a mandate by one or more members of the Supervisory Board appointed by the Fundusz Inwestycji Samorządowych Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych, in particular where they are dismissed pursuant to paragraph 3(b) of this section, the Fundusz Inwestycji Samorządowych Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych may appoint a new member of the Supervisory Board without the need to convene a General Meeting.
    the following new wording of § 15(9) of the Articles of Association is proposed:
    If it becomes necessary to fill a vacancy on the Supervisory Board before the end of its term, as a result of the loss or resignation of a mandate by one or more members of the Supervisory Board appointed by Polski Fundusz Rozwoju S.A., in particular where they are dismissed pursuant to paragraph 3(b) of this section, Polski Fundusz Rozwoju S.A. may appoint a new member of the Supervisory Board without the need to convene a General Meeting.
  9. In place of the current § 15(10) of the Articles of Association, worded as follows:
    In other cases, a new member of the Supervisory Board may be elected before the end of the Supervisory Board's term only by resolution of the General Meeting.
    the following new wording of § 15(10) of the Articles of Association is proposed:
    If it becomes necessary to fill a vacancy on the Supervisory Board before the end of its term, as a result of the loss or resignation of a mandate by one or more members of the Supervisory Board appointed by the Pomeranian Voivodeship, in particular where they are dismissed pursuant to paragraph 3(c) of this section, the Pomeranian Voivodeship may appoint a new member of the Supervisory Board without the need to convene a General Meeting.
  10. In § 19(2) of the Articles of Association, a previously non-existent item o) is added, worded as follows:
    „o) setting detailed management objectives for members of the Management Board, the weighting of those objectives, and the criteria for their achievement and settlement, and confirming the achievement of those objectives and determining the amount of variable remuneration due to members of the Management Board."
  11. In place of the current § 20(2) of the Articles of Association, worded as follows
    "The Management Board shall consist of one to three members, including the President of the Management Board. The number of members of the Management Board shall be decided by the Supervisory Board by way of a resolution."
    The following new wording of § 20(2) of the Articles of Association is proposed
    "The Management Board shall consist of one to three members, including the President of the Management Board, and, in the case of a multi-member Management Board, also Vice-Presidents of the Management Board. The number of members of the Management Board shall be decided by the Supervisory Board by way of a resolution."
  12. In place of the current § 20(3) of the Articles of Association, worded as follows
    "Members of the Management Board are appointed by the Supervisory Board for a joint three-year term. Each subsequent term of the Management Board begins on the day following the Ordinary General Meeting approving the Company's financial statements and ends at the third Ordinary General Meeting counted from the date of the Management Board's appointment."
    The following new wording of § 20(3) of the Articles of Association is proposed
    "Members of the Management Board are appointed by the Supervisory Board for a joint three-year term. Each subsequent term of the Management Board begins on the day following the Ordinary General Meeting approving the Company's financial statements and ends at the third Ordinary General Meeting counted from the date of the commencement of the given term of the Management Board."

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