Convention of the Extraordinary General Meeting of Shareholders The Management Board of CITY INTERACTIVE Spółka Akcyjna
with its seat in Warsaw, address: Żupnicza 17, 03-821 Warsaw, registered in the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the KRS National Court Register under KRS No. 0000282076, hereby convenes the Extraordinary Meeting of Shareholders of the Company for August 12 to be held at 12.00.
The General Meeting will be held at the “Hetman” hotel, Ks. I. Kłopotowskiego 36, Warsaw and its agenda shall be as follows:
Agenda: Opening of the session of the Meeting. Appointment of the Chairperson of the Meeting. Stating that the General Meeting was duly convened and that it has the capacity to pass resolutions. Acceptance of the agenda of the Meeting.
Passing resolutions in the matter of:
a) amendment of the Company’s Articles of Association.
b) amendment of the Rules of Procedure of the General Meeting.
c) changes in the make-up of the Supervisory Board.
Closing of the session of the Meeting.
Shareholders who submit deposit certificates issued in confirmation of Company’s shares ownership stating the number of deposited shares and the fact that these shares shall be blocked until the end of the Meeting, shall be authorised to take part in the Meeting. Deposit certificates are to be submitted in the Company’s office not later than August 5, 2009 15:00. Transcripts of motions in matters included in the agenda shall be made available for inspection by the Shareholders of the Company fifteen days prior to the general meeting. The list of the persons authorised to participate in the Meeting shall be made available for inspection by the shareholders three days prior the convention of the Meeting in the Company’s office.
Shareholders may participate in the General Meeting and exercise their right of vote in person or via proxies. Power of attorney should be granted in writing, under pain of nullity, submitted in the original and appropriately paid. Representatives of legal persons should present up-to-date transcripts from relevant court registers, listing persons empowered to represent these entities. Persons not mentioned in a/m transcript should hold a relevant power of attorney signed by persons authorised to represent the given entity. In relation to the intention of amending the Company’s Articles of Association, pursuant to Art. 402(2) of the Code of Commercial Companies, the Management Board hereby communicates the wording of the present and the suggested provisions of the Company’s Articles of Association:
Present wording:
§ 30 1. The Ordinary General Meeting is to be convened within 6 (say: six) months after the end of each financial year. If the Management Board fails to convene the Ordinary General Meeting of Shareholders in the above-mentioned deadline, the Ordinary General Meeting of Shareholders may be convened by the Supervisory Board.
2. The Supervisory Board has the right to convene the Extraordinary General Meeting of Shareholders, if it deems this necessary and if the Management Board failed to convene the Extraordinary General Meeting within 14 (say: fourteen) days from submission of the relevant request by the Supervisory Board.
3. The agenda is determined by the entity convening the General Meeting.
4. Shareholder/s holding at least one tenth of the share capital may request to convene an Extraordinary General Meeting and to include matters in the agenda of the next General Meeting. Such request should be submitted in writing to the Management Board. Such request should be motivated.
5. Cancellation of the General Meeting, whose agenda includes matters enlisted by request of authorised entities or which was convened based on Art. 400 of the Code of Commercial Companies, requires consent of the shareholder who submitted such request. 6. Removal from the agenda or abandoning discussion of a matter included in the agenda upon request of the shareholders, require the passing of a resolution by the General Meeting, upon prior consent of all shareholders present who submitted such request, backed by 75% (say: seventy five per cent) of votes of the General Meeting.
Suggested wording:
§ 30 1. The Ordinary General Meeting is convened within 6 (say: six) months after the end of each financial year.
2. The Ordinary General Meeting is convened by:
a) the Management Board;
b) the Supervisory Board, if the Management Board fails to convene it in the deadline specified in Par. 1. 3.
The Extraordinary General Meeting is convened by:
a) the Management Board;
b) the Supervisory Board, if it deems the convention necessary;
c) shareholder or shareholders holding at least half of the share capital or entitled to at least half of the votes in the Company.
d) the Management Board upon request of the shareholders holding at least 1/20 (one twentieth) of the share capital, submitted in writing or via electronic means; together with the request to include matters in the agenda of said meeting.
e) If the Management Board fails to convene the Extraordinary General Meeting within two weeks from the date of request submission, the registry court may authorise the shareholders submitting the request to convene the Extraordinary General Meeting.
4. Cancellation of the General Meeting, whose agenda includes matters enlisted by request of authorised entities or which was convened based on Art. 400 of the Code of Commercial Companies, requires consent of the shareholder who submitted such request.
5. Removal from the agenda or abandoning discussion of a matter included in the agenda upon request of the shareholders, require the passing of a resolution by the General Meeting, upon prior consent of all shareholders present who submitted such request, backed by 75% (say: seventy five per cent) of votes of the General Meeting.
Present wording:
§ 31 The shareholder may participate in the General Meeting and exercise the right of vote in person or via proxy.
Suggested wording:
§ 31 1. Only persons being shareholders 16 days before the date of convention of the General Meeting (date of registration of participation in the General Meeting) shall have the right to participate in the General Meeting.
2. Shareholders may participate in the General Meeting in person or via proxies.
3. The Shareholder may cast different votes during the General Meeting based on each of the held shares.
4. The General Meeting may pass resolutions without a formal convention, if the entire share capital is represented and none of the persons present objects to the non-convention of the General Meeting or to the agenda.
5. The General Meeting is deemed valid regardless of the represented number of shares, subject to the binding threshold regulations of the law and provisions of the Articles of Association.
