Current report No. 10/2023 – Notice on the convening of the Ordinary General Meeting of Celon Pharma S.A. on June 22, 2023 with draft resolutions
Legal basis: Article 56 subs. 1 point 2 of the Act on Public Offering – current and periodic information
The Management Board of Celon Pharma S.A. (“the Company”), acting pursuant to Article 395 § 1, Article 399 § 1, Article 402 (1) and Article 402 (2) of the Commercial Companies Code, hereby convenes the Ordinary General Meeting on 22 June 2023 to be held at 10:00 AM at the Company's Research and Development Center in Kazuń Nowy at ul. Marymoncka 15.
The suggested agenda is as follows:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairperson of the Ordinary General Meeting.
3. Confirmation that the Ordinary General Meeting has been convened correctly and has the capacity to adopt binding resolutions.
4. Election of the Returning Committee of the Ordinary General Meeting.
5. Adoption of the agenda of the Ordinary General Meeting.
6. Examination of the Management Board’s Report on the Company’s business activities for the year 2022, the Company’s Financial Statements for the financial year 2022, the Management Board’s recommendation on the coverage of loss and payment of the dividend for the financial year 2022.
7. Examination of the Supervisory Board’s Report for the financial year 2022 prepared pursuant to the requirement of Article 382(3)(3) of the Commercial Companies Code and taking into account requirements specified in the Best Practice for GPW-Listed Companies 2021.
8. Adoption of a resolution on approving the Management Board’s Report on the Company’s business activities for the year 2022.
9. Adoption of a resolution on approving the Company’s Financial Statements for the financial year 2022;
10. Adoption of a resolution on the coverage of loss and payment of the dividend for the financial year 2022.
11. Adoption of a resolution on approving the Supervisory Board’s Report for the financial year 2021 prepared pursuant to the requirement of Article 382(3)(3) of the Commercial Companies Code taking into account requirements specified in the Best Practice for GPW-Listed Companies 2021.
12. Adoption of resolutions on acknowledging the fulfilment of duties by Members of the Management Board in 2022.
13. Adoption of resolutions on acknowledging the fulfilment of duties by Members of the Supervisory Board in 2022.
14. Adoption of a resolution on issuing an opinion on the "Report on remuneration of Members of the Management Board and the Supervisory Board of Celon Pharma S.A. for the period 01.01.2022-31.12.2022”.
15. Adoption of resolution on appointing members of the Supervisory Board of Celon Pharma S.A. for a new term.
16. Adoption of a resolution on determining the remuneration of the members of the Supervisory Board.
17. Any other business.
18. Closing of the General Meeting.
In this current report, the Company is attaching the full notice on conveying the Ordinary General Meeting, draft resolutions, the Report of the Supervisory Board for the financial year 2021 and the Report on remuneration of Members of the Management Board and the Supervisory Board of Celon Pharma S.A. for the period 01.01.2022-31.12.2022 together with the report of the independent statutory auditor of the attestation services covering evaluation of this report.