29th Annual General Meeting - convening
The Board of Directors of the company Železiarne Podbrezová a.s.,
registered office in Podbrezová, Kolkáreň 35, 97681, ID No 31562141,
registered with the Business Registry of Banska Bystrica District Court, Section Sa, Insert No 69/S,
convened the 29th ANNUAL GENERAL MEETING
on 21 June 2021 at 9:00 a.m.
in the Community Centre of Železiarne Podbrezová a.s., Kolkáreň 37/49, Podbrezová
Agenda of the Annual General Meeting (AGM):
1. Opening and election of the bodies of AGM (chairman, recorder of the minutes, persons to attest the minutes, persons to count the votes).
2. Annual report by the Board of Directors on the business activities, assets, and financial performance in 2020, and Information on the business plan.
3. Report on the activities of the Supervisory Board.
4. Approval of the separate and consolidated financial statements prepared as at 31 December 2020, roposed settlement of loss for 2020, and appointment of auditor for the new accounting term.
5. Removal and election of members of the Board of Directors.
6. Removal and election of members of the Supervisory Board.
7. Amendment of the Articles of the Company.
Proposed settlement of loss:
|Net profit/(loss) for 2020
EUR (3 010 511)
|- Mandatory allotment to the reserve fund
|- Settlement from retained earnings of previous years
EUR (3 010 511)
|Balance of Reserve fund after profit distribution
EUR 16 212 118
|Balance of retained earnings of previous years after loss settlement
EUR 108 366 257
Amendment of the Articles (item 7 of the Agenda) relates to the change in the lines of business - deletion of the line: “Factoring and Forfaiting”. Proposal of the Articles amendment is available for inspection by the shareholders at the Company's registered office 30 days prior to the date of the AGM. Shareholders are entitled to request a copy of the proposed articles amendment or to be sent that copy to stated address at their own cost and risk.
The record date for determining the shareholders entitled to participate and vote at the AGM is the date of the AGM. Shareholders registration starts at 8:30 a.m. Shareholders - individuals, identify themselves with valid identity card. Shareholders - legal entities, identify itself with the original of business registry certificate or with its notarized copy (dated no earlier than 3 months prior to AGM), with valid identity card of delegate, and with the power of attorney for delegate – member of the statutory body who is not authorized to act and sign on behalf of the company separately (dated no earlier than 3 months prior to AGM). In case of representation the representative is obliged to submit the power of attorney with notarized signature (dated no earlier than 3 months prior to AGM) of the represented shareholder. The representative shall supply their power of attorney upon their entering in the list of the present. All cost related to presence at the AGM are covered by the shareholder.
Information for shareholders in accordance with the provisions of § 218c, par. 6, § 218k, par. 1 and 2, of the Commercial Code
There will be provided information at the AGM that ŽP a.s., as the parent company and the sole shareholder of its subsidiary UHL Holding, a.s., plans to decide on its dissolution by merger with the parent company pursuant to § 218k of the Commercial Code. The draft of the merger agreement, financial statements and annual reports of the merging companies will be available to shareholders at the Company's registered office and on the Company's website from 28 May 2021. Shareholders are entitled to request a copy of above documents or to be sent that copy to stated address or by e-mail. Shareholders representing at least 5% of voting rights are entitled to request the convening of a general meeting, which will decide on the approval of the merger and the merger agreement.
Dear shareholders, due to the current epidemic situation in Slovakia, please protect yourself and others while attending the AGM by wearing a mask, using your own stationery, limiting personal contact, avoiding shaking hands, and keeping a safe distance from others.
The point of contact for shareholders is Capital Management Department in the registered office of the Company.