Current reports
Current report no. 20/2025
Announcement of the convening of the Extraordinary General Meeting of ZE PAK SA
Legal basis:
Art. 56 sec. 1 point 2 of the Public Offering Act – current and periodic information
Content of the report:
The Management Board of ZE PAK SA ("Company") hereby announces that Argumenol Investment Company Limited with its registered office in Limassol, Cyprus, has convened an Extraordinary General Meeting of Shareholders of ZE PAK SA.
"ANNOUNCEMENT OF THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF ZE PAK SA AND PLACING MATTERS ON THE AGENDA ("Announcement")
Acting on behalf of ARGUMENOL INVESTMENT COMPANY LIMITED with its registered office in Limassol, Cyprus, registered in the Register of Companies maintained by the Ministry of Energy, Trade and Industry, Department of Registration of Companies and Intellectual Property under number HE 286549 ("Argumenol"), a shareholder of ZE PAK S.A. with its registered office in Konin (the "Company"), holding 65.97% of the total number of votes at the General Meeting of the Company, pursuant to Article 399 § 3 of the Act of 15 September 2000. The Commercial Companies Code (i.e. Journal of Laws of 2024, item 18, as amended) ("CCC") in connection with, I hereby convene an Extraordinary General Meeting of the Company ("Extraordinary General Meeting") on October 15, 2025, which will begin at 12:00 p.m. in Warsaw at 1 Mokotowska Street (Metro Politechnika), Zebra Tower (floor 12).
The agenda of the Extraordinary General Meeting includes:
1) Opening of the Extraordinary General Meeting
2) Confirmation of the correctness of the convening of the Extraordinary General Meeting
3) Adoption of a resolution on the dismissal and appointment of members of the Supervisory Board
4) Closing of the Extraordinary General Meeting.
In accordance to art. 399 § 3 sentence 2 of the CCC, Argumenol appoints Jarosław Kołkowski, attorney-at-law (entry no.: WA-5825) as the Chairman of the Extraordinary General Meeting.
Pursuant to Article 4022 of the Commercial Companies Code, Argumenol provides information on the procedures governing participation in the Extraordinary General Meeting and the exercise of voting rights:
- A shareholder or shareholders representing at least 1/20 of the share capital have the right to request that certain matters be placed on the agenda of the Extraordinary General Meeting. The request should be submitted to the Management Board of the Company no later than 21 days before the date of the Extraordinary General Meeting. The request should include a justification or a draft resolution regarding the proposed item on the agenda. The request may be submitted in writing at the Company's registered office under at the following address: Kazimierska 45, 62-510 Konin, building C, room no. 39, or by e-mail to the following address: ri@zepak.com.pl.
Shareholders requesting that individual matters be placed on the agenda of the Extraordinary General Meeting should demonstrate that they hold an appropriate number of shares as at the date of submission of the request, attaching to the request a certificate/s of deposit, and in the case of shareholders who are legal persons, also confirm the right to act on behalf of this entity by attaching an up-to-date excerpt from the relevant register. In the case of shareholders submitting a request using electronic means of communication, the documents should be sent in PDF format. Documents drawn up in a language other than Polish should be translated into Polish.
The Company may take appropriate actions to identify the shareholder, persons representing the shareholder and the shareholder's attorney in order to verify the rights exercised by the shareholder by means of electronic communication.
- Shareholders of the Company representing at least 1/20 of the share capital may, before the date of the Extraordinary General Meeting, submit to the Company in writing at the Company's registered office or by means of electronic communication (in the manner and to the addresses provided in point 1 above) draft resolutions concerning matters included in the agenda of the Extraordinary General Meeting or matters to be included in the agenda.
Similarly to point 1 above, the Shareholders should demonstrate the ownership of an appropriate number of shares as at the date of submission of the request, attaching the certificate(s) of deposit, and in the case of shareholders who are legal persons, also confirm the right to act on behalf of this entity by attaching an up-to-date extract from the relevant register. In the case of shareholders submitting a request using electronic means of communication, the documents should be sent in PDF format.
- Each of the shareholders entitled to participate in the Extraordinary General Meeting may submit draft resolutions on matters included in the agenda during the General Meeting.
- A shareholder may participate in the Extraordinary General Meeting and exercise the right to vote in person or by proxy. The power of attorney to participate in the Extraordinary General Meeting and exercise the right to vote should be granted in writing or in electronic form. The power of attorney to participate in the Extraordinary General Meeting should contain data enabling the identification of the shareholder, the data of the proxy, the scope of the power of attorney with an indication of the number of shares from which the voting right will be exercised and the date and name of the General Meeting of the Company at which these rights will be exercised. Granting a power of attorney in electronic form does not require a secure electronic signature verified with a valid qualified certificate.
A shareholder granting a power of attorney in electronic form is obliged to send to the Company a statement on granting a power of attorney in electronic form to the e-mail address specified in point 1 no later than 4 days before the date of the Extraordinary General Meeting. A power of attorney granted electronically should contain data enabling the identification of the proxy based on documents issued by public administration bodies and used to identify its holder.
Shareholders and proxies who have been granted a power of attorney in electronic form will be admitted to participate in the Extraordinary General Meeting upon presentation of the document described above, and proxies who have been granted a power of attorney in writing, upon presentation of proof of identity and a valid power of attorney granted in writing. All representatives of legal persons, regardless of the form in which they have been granted a power of attorney, should additionally present up-to-date copies from the relevant registers, listing the persons authorized to represent these entities.
The notification of the granting of a power of attorney by a shareholder who is not a natural person in electronic form should be accompanied by scans of current excerpts from the relevant registers, listing the persons authorized to represent these entities. The Company also takes other appropriate actions to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form, and these actions should be proportionate to the purpose.
Documents drawn up in a language other than Polish must be translated into Polish and presented with such a translation.
- A shareholder has the right to ask questions regarding matters placed on the agenda of the Extraordinary General Meeting.
- The Company does not provide for the possibility of exercising the right to vote by correspondence and participation in the Extraordinary General Meeting by means of electronic communication.
- The proceedings of the Extraordinary General Meeting will be broadcast in real time via a dedicated platform.
- The date of registration of participation in the Extraordinary General Meeting is 29 September 2025.
Only persons who are shareholders on the date of registration of participation in the Extraordinary General Meeting, i.e. 16 days before the date of the Extraordinary General Meeting, have the right to participate in the Extraordinary General Meeting.
Shareholders are recommended to take with them to the Extraordinary General Meeting a personal certificate of the right to participate in the General Meeting.
- The Company establishes the list of shareholders entitled to participate in the Extraordinary General Meeting on the basis of the list provided to it by the National Depository for Securities (KDPW) and prepared on the basis of personal certificates of the right to participate in the General Meeting issued by entities maintaining securities accounts. Three working days before the date of the Extraordinary General Meeting, a list of shareholders entitled to participate in the Extraordinary General Meeting will be presented at the Company's registered office. A shareholder will be able to request that the list of shareholders be sent to him free of charge by e-mail, stating the address to which the list should be sent.
- Persons entitled to participate in the Extraordinary General Meeting may obtain the full text of the documentation to be presented at the Extraordinary General Meeting and draft resolutions at the Company's registered office or on the website at http://ri.zepak.com.pl/pl/walne-zgromadzenia.html. The above-mentioned website will also provide information on the Extraordinary General Meeting of the Company.
FOR ARGUMENOL
Jaros Kołkowski
Plenipotentiary
DRAFT RESOLUTIONS
Resolution No. [x]
Extraordinary General Meeting
ZE PAK Spółka Akcyjna
with its registered office in Konin
of [X] 2025
on the adoption of the agenda
The Extraordinary General Meeting of the Company resolves as follows:
§1
Adoption of the agenda
The Extraordinary General Meeting of the Company adopts the agenda as follows:
1) Opening of the Extraordinary General Meeting
2) Election of the Chairman of the Extraordinary General Meeting
3) Confirmation of the correctness of the convening of the Extraordinary General Meeting
4) Adoption of the agenda of the Extraordinary General Meeting
5) Adoption of a resolution on the dismissal and appointment of members of the Supervisory Board
6) Closing of the Extraordinary General Meeting.
§2
Entry into force
The resolution enters into force at the moment of its adoption.
Resolution No. [x]
Extraordinary General Meeting
ZE PAK Spółka Akcyjna
with its registered office in Konin
of [X] 2025
on: dismissal of a member of the Supervisory Board of the Company
The Extraordinary General Meeting of the Company, acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 16 section 3 of the Company's Articles of Association, resolves as follows:
§1
Dismissal of a member of the Supervisory Board
The Extraordinary General Meeting of the Company hereby revokes:
[x]
PESEL
from the position of a member of the Supervisory Board of the Company
§2
Entry into force
The resolution enters into force at the moment of its adoption.
Resolution No. [x]
Extraordinary General Meeting
ZE PAK Spółka Akcyjna
with its registered office in Konin
of [X] 2025
on: appointment of a member of the Company's Supervisory Board
The Extraordinary General Meeting of the Company, acting pursuant to Article 385 §1 of the Commercial Companies Code and § 16 section 3 of the Company's Articles of Association, resolves as follows:
§1
Appointment of a member of the Supervisory Board
The Extraordinary General Meeting of the Company hereby appoints:
[x]
PESEL
for the position of a member of the Supervisory Board of the Company
§2
Entry into force
The resolution enters into force at the moment of its adoption."
Legal basis: § 20 section 1 points 1 and 2 of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.
Signatures of persons representing the company:
Andrzej Janiszowski – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board
Katarzyna Sobierajska – Vice President of the Management Board