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Shareholder's application submitted pursuant to Art. 401 of the Commercial Companies Code and new draft resolutions in connection with the shareholder's request

From 07.06.2024/XNUMX/XNUMX

Shareholder's application submitted pursuant to Art. 401 of the Commercial Companies Code and new draft resolutions in connection with the shareholder's request

On June 5, 2024, the Company's Management Board received an application from the shareholder - DKW Polska OÜ with its registered office in Tallinn, representing not less than 1/12 of the Company's share capital, pursuant to Art. 401 §1 and §4 of the Commercial Companies Code regarding:

1) changing the content of the resolution regarding determining the number of members of the Supervisory Board of the new term and establishing the number of members of the Supervisory Board of the new term of office at 6 people,

2) the Ordinary General Meeting adopts a resolution on the appointment and determination of the amount of remuneration of a new member of the Supervisory Board,

3) adopting resolutions on amending the Articles of Association and establishing the uniform text of the Company's Articles of Association.

 

The justification states that expanding the composition of the Supervisory Board, as the Company's controlling body, to include persons with economic or legal education and rich and extensive professional experience, including those related to the functioning of capital markets and supervision over stock exchange trading, is in the obvious interest of the Company and results from ensuring that control functions in the Company are performed by qualified specialists, as an element of building investment credibility. Moreover, it was indicated that the proposed amendment to the Articles of Association regarding the change of the Company's trade name is intended, in addition to the organizational and restructuring activities already implemented, to consolidate the Company's market position by building its positive image. As a result of numerous transformations, the company has become a modern and reorganized entity, and its reputation affects the industry's credibility and has a direct impact on the decisions of potential investors.

Taking into account the shareholder's request pursuant to Art. 401 §2 of the Commercial Companies Code, the Company's Management Board decided to extend the agenda of the General Meeting to include the item covered by the shareholder's request, and also took into account the shareholder's request to change the content of the resolution regarding setting the number of members of the Supervisory Board of the new term of office at 6 people and adopting a resolution by the Ordinary General Meeting regarding the appointment and determination of the amount of remuneration of a new member of the Supervisory Board.

In connection with the above, the Company's Management Board announces extended agenda of the Ordinary General Meeting convened on June 26, 2024:

  1. Opening of the General Meeting.
  2. Election of the Chairman of the General Meeting.
  3. Confirmation of the correctness of convening the General Meeting and its ability to adopt resolutions.
  4. Adopting a resolution on the adoption of the agenda.
  5. Consideration and adoption of a resolution approving the report of the Supervisory Board of RESBUD SE for 2023
  6. Consideration and approval of the financial statements of RESBUD SE for the financial year 2023.
  7. Consideration and approval of the consolidated financial statements of the RESBUD capital group for the financial year 2023.
  8. Consideration and approval of the Management Board's report on the activities of the Company and the RESBUD capital group for the financial year 2023.
  9. Adoption of a resolution on the distribution of RESBUD SE's net profit for the financial year 2023.
  10. Adopting resolutions on granting discharge to Members of the Management Board and Supervisory Board of RESBUD SE for the performance of their duties in the financial year 2023.
  11. Adopting a resolution on expressing an opinion on the Report of the Supervisory Board of RESBUD SE on the remuneration of Members of the Management Board and Supervisory Board of RESBUD SE for 2023.
  12. Adopting a resolution on changing the Remuneration Policy for Members of the Management Board and Supervisory Board of RESBUD SE.
  13. Adopting a resolution on determining the number of members of the Supervisory Board of the new term.
  14. Adopting a resolution on the appointment and amount of remuneration of members of the Supervisory Board of the new term.
  15. Adopting resolutions on amending the Company's Articles of Association with respect to the Company's name and excluding the information obligation of the Management Board specified in Art. 380¹ §1 and §2 of the Commercial Companies Code and the resolution on establishing the uniform text of the Company's Articles of Association.
  16. Closing of the Ordinary General Meeting.

The changes to the Articles of Association proposed by the shareholder consist in changing the Company's name and excluding the information obligation of the Management Board specified in Art. 380¹ §1 and §2 of the Commercial Companies Code.

Attached are the draft resolutions of the Ordinary General Meeting submitted by the shareholder in the scope covered by point 13, point 14 and pt. 15 of the agenda.

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