Appendix No. 1

ANNOUNCEMENT ON THE CONVOCATION OF THE ORDINARY GENERAL MEETING OF INPRO SA to Resolution No. 2/2023 of 19 May 2023

of the Management Board of INPRO SA with its registered office in Gdańsk on the convocation of the Ordinary General Meeting of INPRO SA

ANNOUNCEMENT OF THE MANAGEMENT BOARD OF INPRO SA ON THE CONVOCATION OF THE ORDINARY

GENERAL MEETING

1. DATE, TIME AND VENUE OF THE ORDINARY GENERAL MEETING

Acting in compliance with § 11 para. 3 of the Statutes of INPRO S.A. and § 12 item 8 of the By-Laws of the Management Board of INPRO SA (further the Company), on the basis of Article 395, Article 399 § 1, Article 4021 and Article 4022 of the Commercial Companies Code (further CCC) and § 19 para. 1 items 1 and 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information submitted by the issuers of securities and on the conditions for regarding information required by the law of a non-member state as equivalent (Dz.U. [Journal of Laws of the Republic of Poland] 2018.757, the consolidated text as amended) the Management Board of INPRO SA convenes the Ordinary General Meeting to be held on 27 June 2023, 10.00 hrs, in the Company's registered office in Gdańsk (80-320),ul. Opata Jacka Rybińskiego 8.

2. AGENDA

  1. Opening the session and election of the Chairperson of the Ordinary General Meeting.
  2. Making, signing by the Chairperson and laying out the list of attendance.
  3. Ascertaining the correctness of the convocation of the Ordinary General Meeting and its capacity to adopt resolutions.
  4. Adoption of the agenda of the Ordinary General Meeting.
  5. Abrogation of the secrecy of voting on the resolution on the election of the Ballot Counting Committee.
  6. Election of the Ballot Counting Committee.
  7. Presentation of the following by the Company's Management Board:
    1. the financial statements of INPRO SA for the year 2022 ended on 31 December 2022,
    2. the consolidated financial statements of the INPRO SA Corporate Group for the year 2022 ended on 31 December 2022,
    3. report of the Management Board of the activity of the INPRO SA Corporate Group in 2022 containing the report of the activity of the parent entity, INPRO Spółka Akcyjna.
  8. Presentation of the following by the Company's Supervisory Board:
    1. the assessment of the Company's situation in 2022 with the evaluation of the internal control system, the risk management system as well as compliance, prepared by the Supervisory Board of INPRO SA in conformity with the Best Practice for GPW Listed Companies, along with the need to separate the internal audit function from the organisation point of view,
    2. the report of the activity of the Supervisory Board of INPRO SA, prepared in conformity with the Best Practice for GPW Listed Companies,
    3. the assessment of the Company's compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Stock Exchange Rules and with the obligations regarding current and periodic information submitted by the issuers of securities, as well as information on sponsoring, charity or other similar policies.
    4. annual report of the Supervisory Board on the remuneration of the Management Board and Supervisory Board,
    5. report of the Audit Committee on its activity in the financial year.
  9. Consideration of the financial statements of INPRO SA for the year 2022 ended on 31 December 2022.
  10. Consideration of the consolidated financial statements of the INPRO SA Corporate Group for the year 2022 ended on 31 December 2022.
  11. Consideration of the report of the Management Board of the activity of the INPRO SA Corporate Group in 2022 containing the report of the activity of the parent entity, INPRO Spółka Akcyjna.
  12. Consideration of resolutions by the Supervisory Board of the Company:
    1. on the assessment of the financial statements of INPRO SA for the year ended on 31 December 2022, the consolidated financial statements of the INPRO SA Corporate Group for the year ended on 31 December 2022 and of the report of the Management Board of the activity of the INPRO SA Corporate Group in 2022 containing the report of the activity of the parent entity, INPRO Spółka Akcyjna,
    2. on the assessment by the Supervisory Board of INPRO SA of the Company's situation in 2022 with the evaluation of the internal control system, the risk management system as well as compliance, prepared by the Supervisory Board of INPRO SA in conformity with the Best Practice for GPW Listed Companies, along with the need to separate the internal audit function from the organisation point of view,
    3. on the assessment by the Supervisory Board of INPRO SA of the Company's compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Stock Exchange Rules and with the obligations regarding current and periodic information submitted by the issuers of securities, as well as information on the pursuance/non-pursuance of sponsoring or charity policies by the Company,
    4. on the adoption of the report of the activity of the Supervisory Board of INPRO SA in 2022,
    5. on the assessment of the proposal by the Management Board concerning the division of profit, fixing the record day and the dividend day.
    6. on the acceptance of the annual report of the Supervisory Board on the remuneration of the Management Board and Supervisory Board,
    7. on the acceptance of the report of the Audit Committee on its activity in the financial year.
  1. Adoption by the Ordinary General Meeting of a resolution on the approval of the financial statements of INPRO SA for the year 2022 ended on 31 December 2022.
  2. Adoption by the Ordinary General Meeting of a resolution on the approval of the consolidated financial statements of the INPRO SA Corporate Group for the year 2022 ended on 31 December 2022.
  3. Adoption by the General Meeting of a resolution on the approval of the report of the Management Board of the activity of the INPRO SA Corporate Group in 2022 containing the report of the activity of the parent entity, INPRO Spółka
    Akcyjna.
  4. Adoption by the Ordinary General Meeting of a resolution on the division of the Company's net profit for the period from
    01 January 2022 to 31 December 2022, and on setting out the record date and the dividend date.
  5. Adoption by the Ordinary General Meeting of a resolution expressing an opinion on the annual report of the Supervisory Board on the remuneration of the Management Board and Supervisory Board.
  6. Adoption by the Ordinary General Meeting of a resolution on the amendment to the Statutes of INPRO SA with regard to § 1, 7, 10.
  7. Adoption by the Ordinary General Meeting of a resolution on the endorsement of the consolidated text of the Statutes of
    INPRO SA.
  8. Adoption by the Ordinary General Meeting of a resolution on the approval of the amendment to the By-Laws of the
    Supervisory Board of INPRO SA with regard to § 2, 8, 10, 11, 12, 13, 14.
  9. Adoption by the Ordinary General Meeting of a resolution on the approval of the consolidated new text of the By-Laws of the Supervisory Board of Company INPRO SA.
  10. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by the President of the Company's Management Board, Mr Krzysztof Marian Maraszek, in 2022.
  11. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by the Vice-President of the Company's Management Board, Mr Zbigniew Feliks Lewiński, in 2022.
  12. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by the Vice-President of the Company's Management Board, Mr Robert Franciszek Maraszek, in 2022.
  13. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by the Vice-President of the Company's Management Board, Mr Marcin Tomasz Stefaniak, in 2022.
  14. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by the Chairperson of the Supervisory Board, Mr Jerzy Glanc, in 2022.
  15. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a
    Member of the Supervisory Board, Mr Krzysztof Gąsak, in 2022.
  16. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a
    Member of the Supervisory Board, Ms Beata Krzyżagórska-Żurek, in 2022.
  17. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a Member of the Company's Supervisory Board, Mr Mariusz Linda, in 2022.
  18. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a Member of the Company's Supervisory Board, Mr Wojciech Stefaniak, in 2022.
  1. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a
    Member of the Company's Supervisory Board, Mr Szymon Lewiński, in 2022.
  2. Adoption by the Ordinary General Meeting of a resolution on the acknowledgement of the fulfilment of duties by a
    Member of the Supervisory Board, Mr Łukasz Maraszek, in 2022.
  3. Adoption by the Ordinary General Meeting of a resolution on fixing the number of the members of the Supervisory Board of INPRO S.A. in the new common term of office.
  4. Adoption by the Ordinary General Meeting of resolutions on the appointment of Independent Members of the Supervisory Board for the common term of office for the years 2023-2026.
  5. Adoption by the Ordinary General Meeting of resolutions on the appointment of Dependent Members of the Supervisory Board for the common term of office for the years 2023-2026.
  6. Adoption by the Ordinary General Meeting of a resolution on fixing the remuneration of the appointed members of the Supervisory Board in the new term of office.
  7. Adoption by the Ordinary General Meeting of a resolution on the extension of the period of authorisation for the Management Board to acquire treasury shares by INPRO S.A. for redemption.
  8. Adoption by the Ordinary General Meeting of a resolution on the amendment of the resolution on the creation of the reserve capital for the acquisition of the treasury shares of INPRO S.A. for redemption
  9. Closing the session.

3. PROCEDURES CONCERNING THE PARTICIPATION IN THE GENERAL MEETING AND EXERCISING THE VOTING RIGHT - IN CONFORMITY WITH ARTICLE 4022 ITEM 2 OF THE COMMERCIAL COMPANIES CODE

A) The Shareholders' right to participate in the General Meeting.

In accordance with Article 4061 of the CCC, the right to participate in the General Meeting shall be vested only in those persons who are the Company's Shareholders sixteen days before the date of the General Meeting, i.e. on 11 June 2023, that date being the date of registration for the participation in the General Meeting (the "record day").

Pursuant to Article 4063 § 1 of the CCC, to ensure the participation in the General Meeting, a Shareholder authorised to participate under dematerialised bearer shares shall require a registered certificate on the right to participate in the General Meeting from the entity keeping the securities account. The certificate shall be required not earlier than the announcement on the convocation of the General Meeting has been issued and not later than on the first business day after the registration of the participation in the General Meeting, i.e. on 12 June 2023.

The above certification shall contain all information referred to in Article 4063 § 1 of the CCC. Upon request from a person authorised under dematerialised bearer shares, the part of or all the shares registered in his or her securities account should be specified in the certificate.

The list of those authorised under bearer shares to participate in the General Meeting shall be established by the Company on the basis of a list made by the entity keeping the securities account in conformity with the provisions on financial instrument trading (the National Depository for Securities, further the "NDS"). The list will be prepared in conformity with Article 4063 § 5 of the CCC on the basis of the certificates on the right to participate in the General Meeting. The Management Board recommends to the Shareholders, however, that they should hold registered certificates on the right to participate in the General Meeting, such certificates to have been issued by the entity keeping the securities account.

Three business days before the date of the General Meeting, i.e. on 22, 23 and 26 June 2023, on the premises of the Management Board (the address: INPRO S.A., ul. Opata Jacka Rybińskiego 8, 80-320 Gdańsk) the list of Shareholders authorised to participate in the General Meeting will be made available for inspection, and will contain all the data specified in Article 407 § 1 of the CCC. A Shareholder will be able to request the Shareholders' list to be sent to him or her by electronic mail free of charge by providing the address to which the list should be sent. The request shall be made in writing, signed by the Shareholder or persons authorised to represent him or her and sent to the e-mail address: wza@inpro.com.pl (the file format: PDF) with the copies of documents confirming that the person making the request is a Shareholder or confirming the Shareholder's identity or that of the persons representing the Shareholder in the way specified in item B) point I. 1, 2 and 3 below.

B) Description of the Shareholders' rights.

I) The Shareholder's right to request that certain matters be placed on the agenda of the General Meeting.

In compliance with Article 401 § 1 of the CCC, a Shareholder(s) representing at least one twentieth of the Company's share capital may request that certain matters be placed on the agenda of the General Meeting. Such a request shall be submitted to the Company's Management Board not later than twenty one days prior to the date of the General Meeting, i.e. by 6 June 2023. The request shall contain the statement of grounds or a draft resolution on the proposed item on the agenda as well as

  1. a copy of a document confirming the Shareholder's identity:
    • in the case of natural persons: a copy of the identity card, passport or of another official document confirming the Shareholder's identity,
    • in the case of a Shareholder other than a natural person (a legal person or an organisational unit not having legal personality): a copy of an extract from the relevant register, issued not later than three months before the date of the Ordinary General Meeting, or of another document confirming the right of the natural person(s) to represent the Shareholder, and a copy of the identity card, passport or of another official document confirming the identity of persons authorised to represent the Shareholder,
  2. moreover, if a request is made by an attorney in fact: a copy of the power of attorney given by the Shareholder, or by a person authorised to represent the Shareholder (in the case of the Shareholder who is not a natural person) and a copy of the identity card, passport or of another official document confirming the identity of the attorney in fact or, in the event that the attorney in fact is not a natural person, a copy of an extract from the relevant register or of another document, issued not later than three months before the date of the Ordinary General Meeting, confirming the right of the natural person(s) to represent the attorney in fact, and the copies of identity cards, passports or of another official document confirming the identity of the natural person(s) authorised to represent the attorney in fact.
  3. a document(s) confirming the holding of the relevant number of shares in the Company thus authorising the holder to submit a request.

The request may be submitted in writing to the Company's registered office at ul. Jacka Rybińskiego 8, 80-320 Gdańsk or in the electronic version, in the form of PDF files, by electronic mail to the following address: wza@inpro.com.pl.

The Management Board of the Company shall immediately and not later, however, than 18 days prior to the date of the General Meeting, announce the changes in the agenda, introduced upon request from the Shareholder(s). The new agenda shall be announced in the way appropriate for the convocation of the General Meeting.

  1. The Shareholder's right to submit draft resolutions on the matters introduced into the agenda of the General Meeting or those matters which are to be introduced into the agenda before the date of the General Meeting.

In compliance with Article 401 § 4 of the CCC, the Company's Shareholder(s) representing at least one twentieth of the share capital may, before the date of the General Meeting, submit to the Company draft resolutions on the matters introduced into the agenda of the General Meeting or those matters which are to be introduced into the agenda. The drafts may be submitted in writing or by electronic mail, in conformity with the procedure specified above in item I). The documents specified in the above item I) points 1, 2 and 3, shall be attached to the drafts.

Bearing in mind principle 4.6 sentence 2 and principle 4.8 of Best Practice for GPW Listed Companies 2021 (further BPLC) the Company's Management Board requests the shareholders to submit proposals for draft resolutions not later than 3 days before the General Meeting and the presentation of those drafts with substantiation to make it easier for the shareholders taking part in the General Meeting to vote on the resolutions with suitable knowledge.

  1. The Shareholder's right to submit draft resolutions on matters introduced into the agenda during the session of the General Meeting.

Each of the Shareholders authorised to participate in the General Meeting may, during its session, submit draft resolutions on the matters introduced into the agenda (Article 401 § 5 of the CCC).

IV) The way of exercising the voting right by an attorney in fact.

A Shareholder who is a natural person may participate in the General Meeting and exercise the voting right personally or through an attorney in fact. The power of attorney shall specify the number of shares under which the attorney in fact exercises the voting right. A Shareholder who is a legal person or an organisational unit not having legal personality may participate in the General Meeting through a person authorised to make statements of will on behalf of such a Shareholder or through an attorney in fact.

The power of attorney shall be given in writing or in the electronic form. The power of attorney given in the electronic form does not require to be signed with the safe electronic signature verified by means of a valid qualified certificate.

For the identification of a Shareholder giving the power of attorney, the following shall be attached to the power of attorney:

  • in the case of a Shareholder being a natural person - a copy of the identity card, passport or of another official document confirming the identity of the Shareholder,
  • in the case of a Shareholder other than a natural person - a copy of an extract from the relevant register, issued not later than three months before the date of the General Meeting, or of another document confirming the right of the natural person(s) to represent the Shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney). The lack of a document confirming the authorisation of a natural person to represent the Issuer's Shareholder (e.g. the holding of an out-of-date extract from the National Court Register or a printout from the Central Enquiries of the National Court Register) may result in the Shareholder's representative not being admitted to participate in the General Meeting.

To identify a Shareholder giving the power of attorney in the electronic form, the above documents shall be sent in the

electronic version as attachments in the "pdf" format) to the following address: wza@inpro.com.pl.

In the event of doubts about the copy of the documents listed above being true or not, the Company's Management Board reserves the right to require the attorney in fact to produce the following at the point of the list of attendance being made:

  • in the case of a Shareholder who is a natural person - a copy of the identity card, passport or of another official document confirming the Shareholder's identity, such a copy certified by a notary public or another entity authorised to certify the copies of documents as their true copies,
  • in the case of a Shareholder other than a natural person - the original or a copy of an extract from the relevant register, issued not later than three months prior to the date of the General Meeting, or of another document confirming the right of the natural person(s) to represent the Shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney), such a copy certified by a notary public or another entity authorised to certify the copies of documents as their true copies. The lack of the appropriately certified document authorising the natural person to represent the Shareholder (e.g. the holding of an out-of-date extract from the National Court Register) may result in the Shareholder's representative not being admitted to participate in the General Meeting.

The power of attorney may be granted on the form provided at the Company's web site at www.inpro.com.pl, the For Investors / General Meeting tab (in conformity with Article 4023 § 1 item 5 of the CCC). The use of the form by the Shareholder is not compulsory, however, the document confirming the power of attorney must contain at least those personal identification elements, which are contained in the form. Sample instructions on how the voting right can be exercised through an attorney in fact have also been published at the above web site and taking advantage of those instructions is voluntary too.

In view of the need to verify the documents, the Company shall be advised of the granting of the power of attorney in the electronic version, at least one day before the date of the Ordinary General Meeting, via electronic mail to wza@inpro.com.pl, by

way of sending the power of attorney in the "pdf" format signed by the Shareholder or, in the case of Shareholders other than natural persons, by persons authorised to represent the Shareholder.

In view of the need to verify the submitted documents, notices of the granting or cancellation of the power of attorney to participate in the General Meeting shall be submitted to the Company not later than 26 June 2023, 15:00 hrs.

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INPRO SA published this content on 27 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 07:27:07 UTC.