Convening an Ordinary General Meeting of Shareholders for 27.05.2009.
The Management Board of “Fast Finance” S.A. with its registered office in Wrocław, at ul. Agrestowa 112, pursuant to article 339 of the Commercial Companies Code, convenes an Ordinary General Meeting of Shareholders which will take place on 27.05.2009 at 11:00 in Wrocław, at ul. Ostrowskiego 30 (the seat of the Company’s branch).
The agenda:
1. Opening of the Ordinary General Meeting of Shareholders.
2. Election of a Chairman of the Ordinary General Meeting of Shareholders.
3. Acknowledgement of the correctness of the procedure to convene the Ordinary Meeting of Shareholders and of the capacity to adopt resolutions.
4. Adoption of the agenda.
5. Review and adoption of the Management Board’s report on Company’s operations and financial statement for 2008.
6. Profit distribution, determining the dividend day and dividend payment day.
7. Discharging the Management Board’s members.
8. Review and adoption of the Supervisory Board’s report on operations in 2008 and Supervisory Board’s report on assessment results of the Company’s financial statement and report on Company’s operations.
9. Discharging the Management Board’s members.
10. Discharging the Supervisory Board’s members.
11. Amending the Articles of Incorporation.
12. Adoption of a consolidated text in the Company’s Articles of Incorporation.
13. Adoption of a resolution on approval to list Shares series B and C on the regulated market administered by Giełda Papierów Wartościowych w Warszawie S.A. and on granting relevant authorization to the Company’s Management Board.
14. Adoption of a resolution on the By-laws of the General Meeting.
15. Adoption of a resolution on the Management Board’s information concerning the Best Practices of WSE Listed Companies.
16. Closing the Ordinary General Meeting of Shareholders.
Proposed changes in the Articles of Incorporation: 1. The former version of § 6 item 1 : "1 . The core business activities of the Company are: - other monetary intermediation, nowhere else classified [n.e.c.] (PKD: 65.12.B) - other monetary intermediation, n.e.c., (PKD: 65.23.Z) - activities auxiliary to financial intermediation, n.e.c., (PKD: 67.13.Z) - investigation and security activities, n.e.c., (PKD: 74.60.Z)- other credit granting, (PKD: 65.22.Z)- renting of water transport equipment, (PKD: 71.22.Z)- renting of air transport equipment, (PKD: 71.23.Z), - quarrying of ornamental and building stone, (PKD: 14.11.Z) – quarrying of slate, (PKD: 14.13.Z) – quarrying of gravel and sand, (PKD: 14.21.Z), - production of electricity, (PKD: 40.11.Z). The Company’s business activities also include export and import in the scope given above. "Proposed change in § 6 item 1: - "other monetary intermediation, n.e.c. (PKD: 65.12.B) - other monetary intermediation, n.e.c. (PKD: 65.23.Z) - activities auxiliary to financial intermediation, n.e.c., (PKD: 67.13.Z) - investigation and security activities, (PKD: 74.60.Z)- other credit granting, (PKD: 65.22.Z)- renting of water transport equipment, (PKD: 71.22.Z)- renting of air transport equipment, (PKD: 71.23.Z), - quarrying of ornamental and building stone, (PKD: 14.11.Z) – quarrying of slate, (PKD: 14.13.Z) – quarrying of gravel and sand, (PKD: 14.21.Z), - production of electricity, (PKD: 40.11.Z)- letting of own property, (PKD: 70.20.Z) – renting of automobiles, (PKD: 71.10.Z). The Company’s core business activities also include export and import in the scope given above.” 2. The former version of § 7 item 7:"7. Following a resolution of the General Meeting the company may issue bonds, including convertible bonds or bonds with priority rights. Resolutions on the issue of convertible or bonds with priority rights shall be passed with a majority of three-fourths of votes. "Proposed change in § 7 item 7:"7. The company may issue bonds but the issue of convertible bonds or bonds with priority rights as well as share warrants shall require a resolution of the Shareholders' Meeting passed with a majority of three-fourths of votes." 3. Proposed new items 5,6 and 7 in § 8: "5. The Company's Management Board shall declare the purchase of shares in order to redeem them within 30 days from the time limit provided for such a purchase by a resolution specified in item 4, and at the same time it shall convene a general meeting to adopt a resolution on redemption of purchased shares and reduction of share capital. 6. Should the Company not conclude a share purchase contract to redeem the shares within the time limit specified in the resolution referred to in item 4, the Management Board shall declare the ineffective expiry of the time limit within 30 days from its expiry. 7. Voluntary redemption may be performed not more than once in an accounting year." 4. The former version of § 13 item 2 :"2. In the event of appointing a Management Board composed of more than one member the Company shall be represented by two authorized members of the Management Board acting together or one member of the Management Board acting together with a commercial representative.″ Proposed change in § 13 item 2 :"2. In the event of appointing a Management Board composed of more than one member the Company shall be represented by – a member of the Management Board acting on their own, if the value of an activity to be undertaken by the Company does not exceed the equivalent of the Polish zloty of 100 000 (in words: one hundred thousand) euro according to the exchange rate mentioned in § 14 item 2 of the day preceding performing the activity; in the case of an activity exceeding this amount, the Company shall be represented by two members of the Management Board acting together or one member of the Management Board acting together with a commercial representative.″ 5. The former version of § 13 item 6 : "6. Matters extending beyond the ordinary management of the Company shall require a resolution of the Management Board. "Proposed change in § 13 item 6 consists in deleting it. 6. The former version of § 14 item 1:"1) purchase or disposal of a property or perpetual usufruct as well as a share in the property. No resolution of the General Meeting is necessary in this scope." Proposed change in § 14 item 1:"1) purchase or disposal of a title or right to perpetual usufruct of a property as well as a share in these rights. No resolution of the General Meeting is necessary in this scope." 7. The former version of § 18 reads: "The Supervisory Board shall consist of five members and shall act pursuant to the By-laws, passed by the Supervisory Board, specifying the organization and way of performing activities. "Proposed change in § 18: "The Supervisory Board shall consist of at least five members and shall act pursuant to the By-laws, passed by the Supervisory Board, specifying the organization and way of performing activities." 8. The former version of §19: "The members of the Supervisory Board are appointed and removed by the General Meeting of Shareholders. Members of the Supervisory Board elect from among themselves the Chairman and Deputy Chairman of the Supervisory Board. Members of the Supervisory Board are elected for a joint term of office of two years." Proposed change in §19: "Members of the Supervisory Board are appointed and removed by the General Meeting of Shareholders. Members of the Supervisory Board elect from among themselves the Chairman of the Supervisory Board. Members of the Supervisory Board are elected for a joint term of office of two years." 9. The former version of § 20: "All members of the Supervisory Board must be invited to a planned meeting and at least half the members of the Supervisory Board must be present at this meeting for the Supervisory Board’s resolutions to be valid. Resolutions of the Supervisory Board are passed with an absolute majority of votes cast. "Proposed change in § 20 consists in deleting the section. 10. The former version of § 21 item 1 sentence one: "1. The Management Board or a member of the Supervisory Board may demand convening the Supervisory Board submitting a proposed agenda. The request to convene a meeting of the Board must be handed in to the Chairman or Deputy Chairman of the Board. "Proposed change in § 21 item 1 sentence one: "1. The Management Board or a member of the Supervisory Board may demand convening the Supervisory Board submitting a proposed agenda. The request to convene a meeting of the Board must be handed in to the Chairman of the Board. "11. The former version of § 22: "The Chairman of the Supervisory Board shall be appointed by the General Meeting. The General Meeting may remove a member of the Supervisory Board at any time from the function of Chairman of the Supervisory Board and at the same time it may entrust the function to another member of the Supervisory Board. "Proposed change of § 22 consists in deleting it. 12. The former version of § 23 item d): "d) authorizing the Management Board to purchase and sell properties or to perpetual usufruct of properties as well as a share in a property, "Proposed change of § 23 item d): "d) authorizing the Management Board to purchase and sell a title or right to perpetual usufruct of a property as well as a share in those rights, in the case specified in § 14." 13. Proposed change in the new § 22 item i):"i) establishing principles for remuneration of members of the Management Board." 14. The former version of § 24: "In the period between meetings of the Supervisory Board the Chairman of the Supervisory Board shall represent it before the Management Board, and in the case of his or her longer absence – the Deputy Chairman. "Proposed change in § 24: "In the period between meetings of the Supervisory Board the Chairman of the Supervisory Board shall represent it before the Management Board." 15. The former version of § 28: "The General Meeting shall take place in Wroc³aw. "Proposed change in § 28: "The General Meeting shall take place in Wroc³aw or Warsaw or Kraków or Berlin. "The Management Board of the Company informs that shareholders may participate in the Meeting personally or by a proxy. Representatives of legal persons shall produce up-to-date excerpts from relevant registers specifying individuals authorized to represent the legal persons. A person not specified in an excerpt should produce a proxy. Pursuant to article 406 § 3 of Commercial Companies Code and article 8 item 3 of the Act of 29.07.2005 on Trading in Financial Instruments (Journal of Laws, no 183, item 1538) only those shareholders shall be entitled to participate in the Meeting who submit registered depository receipts in the Shareholders Registration Point in Wrocław at ul. Ostrowskiego 30, floor II not later than on 20.05.2009 before 15:00. Shareholders authorized by virtue of registered shares have the right to take part in AGM providing that they are entered in the share register at least one week before holding the AGM.
