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BELKA ZA 2022 ROK

KERNEL HOLDING S.A.: NOTICE TO THE SHAREHOLDERS - ANNUAL GENERAL MEETING OF SHAREHOLDERS

2022-11-18 08:33
publikacja
2022-11-18 08:33
Spis treści:

1. REPORT

2. INFORMATION ABOUT THE ENTITY

3. SIGNATURE OF PERSONS REPRESENTING THE COMPANY


Spis załączników:
Current-report-51-2022_eng.pdf  (REPORT)

POLISH FINANCIAL SUPERVISION AUTHORITY
UNI - EN REPORT No 51 / 2022
Date of issue: 2022-11-18
Short name of the issuer
KERNEL HOLDING S.A.
Subject
NOTICE TO THE SHAREHOLDERS - ANNUAL GENERAL MEETING OF SHAREHOLDERS
Official market - legal basis
art. 56. 1. 2 of Act on Public Offering.
Unofficial market - legal basis
Contents of the report:
We hereby give you notice of the
ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on 20 December 2022 at 3.00 p.m. (Luxembourg time) at the registered office of the Company, at 9, rue de
Bitbourg, L-1273 Luxembourg, with the following agenda:
AGENDA
1. Acknowledgement and approval of the postponement of the holding of the annual general meeting of shareholders
at a later date than foreseen in the articles of association of the Company and granting discharge to the board of
directors for such late convening of the annual general meeting of shareholders.
2. Presentation and approval of the management report of the board of directors and the report of the independent
auditor of the Company;
3. Approval of the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2022;
4. Approval of the Parent Company’s Annual Accounts (unconsolidated) for the financial year ended on 30 June 2022;
5. Approval of the dividend for the financial year ended on 30 June 2022;
6. Granting discharge to the directors of the Company;
7. Renewal of the mandate of Mr. Andrii Miski-Oglu as independent non-executive director of the board of directors
of the Company;
8. Renewal of the mandate of Mrs. Daria Anna Danilczuk as non-executive director of the board of directors of the
Company;
9. Ratification of the co-optation of Mr. Mykhaylo Mishov as non-executive independent director of the Company in
replacement of Mrs. Pieternel Boogaard, with effect as of 14 September 2022, and appointment of Mr. Mykhaylo
Mishov as non-executive independent director of the Company until the next annual general meeting of shareholders
of the Company;
10. Acknowledgement of the resignation of Mrs. Pieternel Boogaard as non-executive independent director of the
Company and granting her discharge for the exercise of her mandate;
11. Renewal of the mandate of Mrs. Anastasiia Usachova as director of the board of directors of the Company;
12. Renewal of the mandate of Mr. Yuriy Kovalchuk as director of the board of directors of the Company;
13. Renewal of the mandate of Mrs. Viktoriia Lukianenko as director of the board of directors of the Company;
14. Renewal of the mandate of Mr. Yevgen Osypov as director of the board of directors of the Company;
15. Approval of the remuneration of non-executive directors of the board of directors of the Company;
16. Approval of the remuneration of executive directors of the board of directors of the Company;
17. Granting discharge to the independent auditor of the Company for the financial year ended on 30 June 2022;
18. Renewal of the mandate of PwC Société cooperative, having its registered office at 2, rue Gerhard Mercator B.P. L1014 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 65 477, as
independent auditor of the Company in respect to the audit of the consolidated and unconsolidated annual accounts
of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of
shareholders to be held in 2023.
* * *
IMPORTANT INFORMATION FOR PARTICIPATING IN THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
This information has been prepared to indicate the steps that should be taken by the shareholders in order to participate in the
general meeting of shareholders. This document should be read in conjunction with the Company’s articles of association and
applicable provisions of Luxembourg law.
The Company’s issued share capital is set at two million two hundred eighteen thousand nine hundred twenty-eight US Dollars
and sixty-four cents (USD 2,218,928.64) and is divided into eighty-four million thirty-one thousand two hundred thirty
(84,031,230) shares without indication of a nominal value. Each voting share entitles the holder thereof to one vote.
Right to participate at the annual general meeting and/or extraordinary general meeting of shareholders
As indicated in the notice published on 18 November 2022 on the website of the Warsaw Stock Exchange
(https://www.gpw.pl/company-factsheet?isin=LU0327357389#reportsTab1) and the website of the Company
(www.kernel.ua) as well as filed with the Luxembourg Trade and Companies’ Register and published on the Recueil
électronique des sociétés et associations and in the Luxembourg newspaper “Tageblatt” any shareholder who holds one or
more share(s) of the Company on 6 December 2022 at 12:00 a.m. (Luxembourg time) (the "Record Date") shall be admitted
to the annual general meeting and/or extraordinary general meeting of shareholders.
Shareholders who wish to participate in person, or via proxy, or via voting form at the annual general meeting and/or
extraordinary general meeting of shareholders should notify the Company and the operator or depository or sub-depository
of their intention to participate by returning the participation form to the Company to Kernel Holding S.A., 9, rue de Bitbourg,
L-1273 Luxembourg, or by e-mail to ir@kernel.ua, and to the operator or depository or sub-depository no later than 6
December 2022 at 12:00 a.m. (Luxembourg time). Shareholders shall provide the Company with the relevant
documentation evidencing their ownership (such as depositary certificates issued by financial institutions, custodian banks
and investment brokers maintaining securities account) of the shares no later than 15 December 2022 at 12:00 p.m.
(Luxembourg time).
Shareholders whose shares are held through the operator of a securities settlement system or with a professional depository
or sub-depository designated by such depository and who wish to vote via the electronic system in relation to the annual
general meeting and/or extraordinary general meeting of shareholders must give voting instructions to the chairman of the
annual general meeting and/or extraordinary general meeting of shareholders, via the electronic system of the operator of a
securities settlement system or with a professional depository or sub-depository designated by such depository. The operator
of a securities settlement system or a professional depository or sub-depository designated by such depository must, prior to
the annual general meeting and/or extraordinary general meeting of shareholders, provide (i) a spreadsheet of the voting
instructions in relation to the votes cast including a proxy to the chairman of the annual general meeting and/or extraordinary
general meeting of shareholders for each of the annual general meeting and extraordinary general meeting of shareholders, to
be returned to the Company prior to the date of the annual general meeting and/or extraordinary general meeting of
shareholders; (ii) a certificate certifying the number of shares recorded in their account on the Record Date.
The free transferability of the shares shall remain unaffected by the convening and holding procedures of the annual general
meeting and/or extraordinary general meeting of shareholders. In the event that any shareholder votes through proxies or
voting forms, the proxy or voting form has to be deposited at the registered office of the Company no later than 19 December
2022 at 12:00 a.m. (Luxembourg time). The proxy or voting form may be submitted by mail to the registered office of the
Company to Kernel Holding S.A., 9, rue de Bitbourg, L-1273 Luxembourg, no later than 19 December 2022 at 12:00 a.m.
(Luxembourg time) or by e-mail to ir@kernel.ua.
Proxies, participation forms and voting forms are available on the website of the Company (https://www.kernel.ua/investorrelations/shareholder-meetings/), or upon demand made in writing to Kernel Holding S.A., 9, rue de Bitbourg, L-1273
Luxembourg, or by e-mail to ir@kernel.ua.
Proxies, participation forms and voting forms provided on the website of the Company (www.kernel.ua) may be used and
will be taken into account. One person may represent more than one shareholder.
Whether or not you propose to attend the annual general meeting and/or extraordinary general meeting of shareholders in
person, we request that the participation form and/or proxy and/or voting form are to be completed and returned in accordance
with the instructions printed thereon.
Completion and return of a proxy or voting form will not prevent shareholders from attending and voting at the annual general
meeting of shareholders, should they so wish.
Right to have new items added to the agenda of the annual general meeting and/or extraordinary general meeting of
shareholders.
One or more shareholders holding together at least 5% of the share capital of the Company may:
• Add new items on the agenda of the annual and/or extraordinary general meeting of shareholders;
• File proposed resolutions in relation with the items of the agenda or the additional items. Such requests must be sent
to the Company in writing by mail to Kernel Holding S.A., 9, rue de Bitbourg, L-1273 Luxembourg or by e-mail to
ir@kernel.ua.
Such requests should enclose the related proposed resolutions and should indicate a mail or e-mail address to which the
Company may send an acknowledgement of receipt. Such requests should be sent to the Company by 28 November 2022 at
12:00 a.m. (Luxembourg time). The Company will acknowledge the receipt of such requests within 48 hours upon receipt.
The Company will publish an updated agenda of the annual general meeting and/or extraordinary general meeting of
shareholders at the latest on 5 December 2022 at 12:00 a.m. (Luxembourg time).
Language
The annual general meeting and/or extraordinary general meeting of shareholders will be conducted in English. Please note
that the English language version of all resolutions is binding as the resolutions will be adopted in English.
All documents relating to the annual general meeting and/or extraordinary general meeting of shareholders must be delivered
to the Company in English. If any document has been prepared in any other language, shareholders should translate such
document into English prior to the annual general meeting and/or extraordinary general meeting of shareholders and provide
the Company with the translation.
Further questions
Shareholders may address all queries with respect to the annual general meeting and/or extraordinary general meeting of
shareholders by email to the following email address: ir@kernel.ua, or to the following address:
Kernel Holding S.A.
9, rue de Bitbourg
L-1273 Luxembourg
On all related correspondence, kindly indicate the following notice:
“2022 Annual General Meeting of Shareholders of Kernel Holding S.A.”
All documentation and information required under the Law of 24 May 2011 implementing the Directive 2007/36 EC of the
European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies, as amended, including the proposed resolutions will be available on the website of the Company (www.kernel.ua) or may be
obtained by sending an e-mail to ir@kernel.ua.
If proxy voting instructions are not provided for a resolution, the proxy will be deemed to abstain from voting on such
resolution.
For the proxy to be valid, the name of the shareholder must be identical in the proxy and in the registered depositary certificate.
Kindly send the present duly completed and signed participation form and/or proxy and/or voting form either by email
(scanned document) to ir@kernel.ua, or by post to the following address, quoting “2022 Annual General Meeting of Kernel
Holding S.A.”:
Kernel Holding S.A.
9, rue de Bitbourg
L-1273 Luxembourg
Annexes
File Description
Current-report-51-2022 eng.pdfCurrent-report-51-2022 eng.pdf

KERNEL HOLDING S.A.
(fullname of the issuer)
KERNEL HOLDING S.A. Spożywczy (spo)
(short name of the issuer) (sector according to clasification
of the WSE in Warsow)
L-1273 Luxembourg
(post code) (city)
rue de Bitbourg 9
(street) (number)
(phone number) (fax)
(e-mail) (web site)
(NIP) (REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
Źródło:Komunikaty spółek (ESPI)
Tematy
Najtańsze konta osobiste z kontem oszczędnościowym – styczeń 2023 r.

Najtańsze konta osobiste z kontem oszczędnościowym – styczeń 2023 r.

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