Acting pursuant to Art. 395 and Art. 399.1 in conjunction with Art. 402¹ and Art 402² of the Polish Commercial Companies Code (the “Commercial Companies Code”), the Management Board of INTER CARS Spółka Akcyjna of Warsaw (the “Company”) convenes the Annual General Meeting of the Company (the “General Meeting”) for 2.00 pm on May 31st 2022, to be held at the Company’s office in Warsaw, at ul. Zgrupowania AK Kampinos 15, Tower B, 01-943 Warsaw, in the conference room located on the 3rd floor.
Agenda:
- Opening of the General Meeting
- Appointment of the Chairperson of the General Meeting
- Confirmation that the General Meeting has been properly convened and has the capacity to pass resolutions
- Adoption of the agenda
- Acknowledgement of:
- Report of the Supervisory Board on the assessment of the Company’s financial statements for 2021, the Directors’ Report on the Company’s operations in 2021, and the Management Board’s proposal on the distribution of the Company’s net profit for 2021;
- Report of the Supervisory Board on its activities in 2021, along with the assessments prepared in accordance with the Code of Best Practice for WSE Listed Companies 2021;
- Considering and voting on resolutions to receive the Directors' Report on the operations of the Inter Cars Group in 2021, prepared together with the Directors' Report on the Company's operations in 2021.
- Consideration of and voting on resolutions to receive the Company's financial statements for 2021.
- Considering and voting on resolutions to receive the Inter Car Group's financial statements for 2021.
- Voting on a resolution concerning distribution of the Company's profit.
- Granting discharge from liability to members of the Management Board.
- Granting discharge from liability to members of the Supervisory Board.
- Voting on a resolution containing an opinion on the Report on the Remuneration of Members of the Management Board and Supervisory Board of Inter Cars S.A. of Warsaw.
- Consideration of and voting on a resolution concerning remuneration of members of the Supervisory Board.
- Passing a resolution on remuneration for members of the Supervisory Board’s Audit Committee and other committees of the Supervisory Board.
- Closing of the Meeting.
Information for shareholders
Right to participate in the General Meeting
Pursuant to Art. 406¹ of the Commercial Companies Code, the right to participate in the General Meeting applies only to persons who are Company shareholders 16 days prior to the date of the General Meeting, i.e., on May 15th 2022 (the “ Record Date ”), provided they request the entity keeping their securities account to issue a certificate to their name confirming the holder’s right to participate in the General Meeting, in the period from the date of the notice of the General Meeting to the first weekday following the Record Date, i.e., by May 16th 2022.
The list of shareholders entitled to participate in the General Meeting will be determined on the basis of a record provided by the entity operating the depository for securities, i.e. Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland). The entity operating the depository for securities draws up the record on the basis of records submitted by entities authorised pursuant to the laws and regulations applicable to trading in financial instruments, such records to be submitted no later than twelve days prior to the date of the General Meeting. The records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting of the Company.
The list of shareholders entitled to participate in the General Meeting will be available for inspection at the Company’s offices in Warsaw at ul. Zgrupowania AK Kampinos 15, Tower A (01-943), from 9.00 am to 4.00 pm, during three weekdays prior to the General Meeting, i.e., on May 26th–27th 2022 and on May 30th 2022. Shareholders of the Company may request that the list of shareholders be delivered to them free of charge via electronic mail; to receive the list, a shareholder must provide an email address to which the list will be sent. Shareholders may submit such a request by sending an email to Biuro.Zarzadu@intercars.eu. If a shareholder who makes such a request is not included in the list of shareholders entitled to participate in the General Meeting, the Company may require the shareholder to provide documents confirming their status as a shareholder in the Company as at the date of the request.
Certain shareholder rights at the General Meeting
Shareholder or shareholders representing at least one-twentieth of the Company's share capital are entitled to:
(i) request that certain matters be placed on the agenda of the General Meeting; such request should be submitted to the Company's Management Board at least twenty one days prior to the date of the General Meeting, i.e. by May 10th 2022; the request should contain grounds or a draft resolution concerning the proposed agenda item; shareholders may submit the request by email sent to Biuro.Zarzadu@intercars.eu.
(ii) propose draft resolutions regarding any matters placed or to be placed on the agenda of the General Meeting, such draft resolutions to be submitted prior to the date of the General Meeting, in writing or via email sent to: Biuro.Zarzadu@intercars.eu.
During the General Meeting, every shareholder may submit draft resolutions concerning matters placed on the agenda.
When communicating with the Company, a shareholder exercising these rights should attach to their request a deposit certificate issued by an appropriate entity, confirming that the shareholder holds a relevant number of shares in the Company's capital entitling them to submit the request or draft resolution (paper copy/scan). Additionally, in the case of shareholders who are legal persons or other entities whose representation requires that relevant documents be presented, the originals or copies of such documents must be attached to the request. The requirement to present/enclose the documents specified above applies to shareholders who submit their requests in writing as well as to shareholders who submit their requests electronic form. Determination whether a request or proposed draft resolution was sent by the required deadline will be made based on the date of its receipt by the Company, and where such requests are sent by email – based on the date of entry of the request in the Company's electronic mail system.
Attending the General Meeting and exercising voting rights
A shareholder who is a natural person may participate in the General Meeting and exercise voting rights in person or through a proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise voting rights through a person authorised to make declarations of will on the shareholder’s behalf or through a proxy. The power of proxy should be made in writing or in electronic form. A power of proxy in electronic form does not require a secure electronic signature verifiable by means of a valid qualified certificate. If a power of proxy is granted in electronic form, the shareholder must notify the Company of the same by sending an email to: Biuro.Zarzadu@intercars.eu.
To enable identification of shareholders granting powers of proxy in electronic form, the following documents should be attached to the notification:
(i) for a shareholder who is a natural person – a copy of their identity card, passport or another official identity document; or
(ii) for a shareholder who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authorisation of a natural person(s) to represent the shareholder at the General Meeting (e.g. a complete sequence of powers of proxy).
Should any doubts arise as to the validity of the documents specified above, the Management Board reserves the right to request that the following documents be presented by the proxy at the time of registering attendance:
(i) for a shareholder who is a natural person – a copy of their identity card, passport or another official identity document, certified as true by a notary public or another authorised entity; or
(ii) for a shareholder who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authority of a natural person(s) to represent the shareholder at the General Meeting (e.g., a complete sequence of powers of proxy), certified as true by a notary public or another authorised entity.
To enable identification of the proxy, the Management Board reserves the right to request that the following documents be presented by the proxy at the time of registering attendance:
(i) for a proxy who is a natural person – their identity card, passport or another official identity document; or
(ii) for a proxy who is not a natural person – a copy of the valid entry in the relevant register or another document confirming the authority of a natural person (natural persons) to represent the shareholder at the General Meeting (e.g. a complete sequence of powers of proxy), as well as the original or the copy of an identity card, passport, or another official identity document of a natural person (natural persons) authorised to represent the proxy at the General Meeting. The copies of the documents need to be certified as true by a notary public or any other authorised entity.
The proxy vote form and the form of written voting instruction for the proxy referred to in Art. 402 3.1.5 of the Commercial Companies Code may be provided by the Company at a shareholder’s request sent to ul. Gdańska 15, Cząstków Mazowiecki, 05-152 Czosnów, Poland. The Company will send the forms by post, free of charge. It is not obligatory to use the proxy forms referred to above to grant powers of proxy.
Shareholders are also advised that if a shareholder grants a power of proxy along with a voting instruction, the Company will not verify whether the proxy exercises the voting rights in line with the instructions received from the shareholder. Therefore, the voting instructions should be given only to the proxy.
The Company enables its shareholders to participate in the General Meeting by electronic means of communication. The terms and conditions of participation in the General Meeting by electronic means are set out in an appendix to this notice.
Information on how to take the floor during the General Meeting and how to exercise voting rights by electronic means of communication is provided in an appendix to this notice.
The Company does not provide for the possibility of exercising voting rights by postal ballot.
The Company will use its best endeavours to ensure that the participation of shareholders and their proxies in the General Meeting by electronic means proceeds smoothly, but will not be held liable for any faults, failures or communication problems which may arise in the Internet connectivity or as a result of failure by a shareholder or the shareholder’s proxy to meet the technical requirements necessary for such participation in the General Meeting.
Materials concerning the General Meeting
A person entitled to participate in the General Meeting may obtain the full text of the documentation to be submitted to the General Meeting, including draft resolutions or − if no resolutions are to be passed − comments of the Company’s Management Board and Supervisory Board on matters placed or to be placed on the agenda, prior to the scheduled date of the General Meeting by accessing the Company’s website at: http://inwestor.intercars.com.pl/ in the About the Group/General Meeting of Shareholders tab and at the Company’s offices in Warsaw at ul. Zgrupowania AK Kampinos 15, Tower A (01-943 Warsaw), on business days, between 9 am−4 pm until the date of the General Meeting.
Registration of General Meeting participants
Persons entitled to participate in the General Meeting are requested to register and collect their voting cards directly at the entry to the General Meeting's venue thirty minutes before the beginning of the General Meeting.
Other information
Information on the General Meeting will be published on the Company’s website at: http://inwestor.intercars.com.pl/ in the About the Group/General Meeting of Shareholders tab.
The Company reserves the right to consider any correspondence concerning the General Meeting sent by shareholders by electronic means only if it has been sent to the address specified in this notice, i.e. Biuro. Zarzadu@intercars.eu.
Risks related to the use of electronic means of communication by a shareholder are borne by the shareholder.
The Company’s Management Board announces that any matters not provided for in this notice are governed by applicable provisions of the Commercial Companies Code and the Company’s Articles of Association, and requests the shareholders to read these regulations.
Draft resolutions
Item 2 of the agenda:
“Resolution 1 of the Annual General Meeting
of Inter Cars Spółka Akcyjna
of May 31st 2022 to appoint the Chair of the General Meeting
The General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint [●] as the Chair of the General Meeting.”
Item 4 of the agenda:
“Resolution 2 of the Annual General Meeting
of Inter Cars Spółka Akcyjna
of May 31st 2022 to adopt the agenda of the General Meeting
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby approves the proposed agenda.”
Item 6 of the agenda:
Resolution 3 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to receive the Directors’ Report on the operations of the Inter Cars Group in 2021, prepared together
with the Directors’ Report on the Company’s operations in 2021
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.2.1 of the Commercial Companies Code, and having previously read and considered the Directors’ Report on the operations of the Inter Cars Group in 2021, prepared together with the Directors’ Report on the operations of the Company in 2021, as well as the Supervisory Board’s report on the assessment of the Directors’ Report, resolves to receive the Directors’ Report on the operations of the Inter Cars Group in 2021, prepared together with the Directors’ Report on the operations of the Company in 2021.
Section 2
This Resolution shall come into force upon its adoption.”
Item 7 of the agenda:
“Resolution 4 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to receive the Company’s financial statements for 2021
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.2.1 of the Commercial Companies Code, and having previously read and considered the Company's financial statements for the financial year 2021 and the Supervisory Board’s report on the assessment of the statements, resolves to receive the Company’s audited financial statements for the financial year 2021, comprising:
a) The Company’s balance sheet as at December 31st 2021, showing total assets and total equity and liabilities of PLN 4,912,877 thousand (four billion, nine hundred and twelve million, eight hundred and seventy seven thousand złoty);
b) The statement of profit or loss for the period January 1st−December 31st 2021, showing a net profit of PLN 482,162 thousand (four hundred and eighty-two million, one hundred and sixty two thousand złoty);
c) The statement of changes in equity for the financial year January 1st−December 31st 2021, showing an increase in equity of PLN 462,043 thousand (four hundred and sixty-two million, forty three thousand złoty);
d) The statement of cash flows for the financial year January 1st–December 31st 2021, showing a net increase in cash of PLN 6,415 thousand (six million, four hundred and fifteen thousand złoty);
e) Supplementary information, comprising the introduction and notes to the financial statements.
Section 2
This Resolution shall come into force upon its adoption.”
Item 8 of the agenda:
“Resolution 5 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to receive the financial statements of the Inter Cars Group
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “ Company ”), acting pursuant to Art. 395.5 of the Commercial Companies Code and having read and considered the financial statements of the Inter Cars Group for the financial year 2021, resolves to receive the audited consolidated financial statements of the Inter Cars Group for the financial year 2021, comprising:
a) The consolidated balance sheet of the Inter Cars Group as at December 31st 2021, showing total assets and total equity and liabilities of PLN 6,282,666 thousand (six billion, two hundred and eighty-two million, six hundred and sixty-six thousand złoty);
b) The consolidated statement of profit or loss of the Inter Cars Group for the financial year January 1st−December 31st 2021, showing a net profit of PLN 699,580 thousand (six hundred and ninety-nine million, five hundred and eighty thousand złoty);
c) The statement of changes in consolidated equity of the Inter Cars Group for the financial year January 1st–December 31st 2021, showing an increase in equity of PLN 694,188 thousand (six hundred and ninety four million, one hundred and eighty-eight thousand złoty);
d) The consolidated statement of cash flows of the Inter Cars Group for the financial year January 1st-December 31st 2021, showing a net increase in cash of PLN 6,859 thousand (six million, eight hundred and fifty-nine thousand złoty);
e) Supplementary information, comprising the introduction and notes to the consolidated financial statements.
Section 2
This Resolution shall come into force upon its adoption.”
Item 9 of the agenda:
“Resolution 6 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
on distribution of the Company’s profit
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.2.2) of the Commercial Companies Code, taking into consideration the proposal put forward by the Management Board and approved of by the Supervisory, resolves to distribute the Company’s net profit for 2021 as follows: out of its total amount of PLN 482,162,138.66 (four hundred and eighty-two million, one hundred and sixty two thousand, one hundred and thirty eight złoty, 66/100), an amount of PLN 20,118,702.00 (twenty million, one hundred and eighteen thousand, seven hundred and two złoty), i.e., PLN 1.42 (one złoty and forty two grosz) per share, shall be paid to the shareholders as dividend, while the balance of PLN 462,043,436.66 (four hundred and sixty two million, forty three thousand, four hundred and thirty-six złoty, 66/100) shall be transferred to statutory reserve funds.
Section 2
The Annual General Meeting, acting pursuant to Art. 348.3 of the Commercial Companies Code, and taking into consideration the relevant proposal put forward by the Management Board, on which the Supervisory Board issued a positive opinion, resolves to set the dividend record date for June 30th 2022, and the dividend payment date for July 14th 2022.
Section 3
This Resolution shall come into force upon its adoption.”
Item 10 of the agenda:
“Resolution 7 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Maciej Krzysztof Oleksowicz in respect of his duties as President of the Company’s Management Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 8 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Krzysztof Soszyński in respect of his duties as Vice President of the Company’s Management Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 9 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Wojciech Tadeusz Twaróg in respect of his duties as Member of the Company’s Management Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 10 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Management Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Piotr Dariusz Zamora in respect of his duties as Member of the Company’s Management Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
Item 11 of the agenda:
“Resolution 11 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Andrzej Oliszewski in respect of his duties as Chair of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 12 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3) of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Jacek Klimczak in respect of his duties as Member of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 13 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Jacek Podgórski in respect of his duties as Member of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 14 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Tomasz Rusak in respect of his duties as Member of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 15 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Piotr Płoszajsk i in respect of his duties as Member of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
“Resolution 16 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to grant discharge from liability to a Supervisory Board member
Section 1
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) hereby grants discharge from liability to Mr Radosław Kudła in respect of his duties as Member of the Company’s Supervisory Board in the period January 1st−December 31st 2021.
Section 2
This Resolution shall come into force upon its adoption.”
Item 12 of the agenda:
“Resolution 17 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to give an opinion on the “Report on the Remuneration of Members of the Management Board and Supervisory Board of Inter Cars S.A. of Warsaw”
Section 1
Acting pursuant to Art. 90g.6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, the Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”) gives a positive opinion on the Report on the Remuneration of Members of the Management Board and Supervisory Board of Inter Cars S.A. of Warsaw.
Section 2
This Resolution shall come into force upon its adoption.”
Item 13 of the agenda:
“Resolution 18 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to determine the remuneration of Supervisory Board members
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 392.1 of the Commercial Companies Code, Art. 16.4.10) of the Company’s Articles of Association, and Section 5.2 of the Remuneration Policy for Members of the Company’s Management and Supervisory Boards adopted by Resolution 20 of the Company’s Annual General Meeting of June 8th 2020, hereby resolves as follows:
Section 1
The monthly gross remuneration payable to members of the Company's Supervisory Board shall be as follows: (i) PLN 10,000 (ten thousand złoty) for serving as Chair of the Company’s Supervisory Board; and (ii) PLN 8,000 (eight thousand złoty) for serving as Member of the Company’s Supervisory Board. The remuneration referred to in the preceding sentence shall be paid monthly in arrears by the 25th day of each month.
Section 2
This Resolution shall come in force as of June 1st 2022.”
Item 14 of the agenda:
“Resolution 19 of the Annual General Meeting
of INTER CARS Spółka Akcyjna
of May 31st 2022
to determine the remuneration for members of the Audit Committee and other committees of the Supervisory Board The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 392.1 of the Commercial Companies Code, Art. 16.4.10) of the Company’s Articles of Association, and Section 5.2 of the Remuneration Policy for Members of the Company’s Management and Supervisory Boards adopted by Resolution 20 of the Company’s Annual General Meeting of June 8th 2020, hereby resolves as follows:
Section 1
The monthly gross remuneration payable to members of the Audit Committee of the Company’s Supervisory Board shall be as follows: (i) PLN 10,000 (ten thousand złoty) for serving as Chair of the Supervisory Board’s Audit Committee; and (ii) PLN 8,000 (eight thousand złoty) for serving as Member of the Supervisory Board’s Audit Committee. The remuneration shall be paid every month in arrears, not later than on the 25th day of each month, in addition to the remuneration for serving as Chair or member of the Company’s Supervisory Board, as of the date of appointment to the Audit Committee of the Company's Supervisory Board.
Section 2
If any other Supervisory Board committees are established, the chairperson and members of such committees shall receive remuneration for serving on such committees in the amounts and on the terms defined in Section 1 above.
Section 3
This Resolution shall come in force as of June 1st 2022.”
Art. 56.1.2 of the Public Offering Act – Current and periodic information
- Krzysztof Soszyński - Vice President of the Management Board
- Piotr Zamora - Member of the Management Board
