Annoucement dated 25th August, 2010


ANNOUNCEMENT


In relation to shareholder’s motion received under art. 400 § 1 of Commercial Companies Code to convene Extraordinary General Meeting and including certain matters in the agenda, the Management Board of „ELZAB” Joint Stock Company in Zabrze, acting in virtue of regulations of art. 398 and 399 § 1 in relation to art. 400 § 1 and art. 4021 and art. 4022 of the Commercial Companies Code, hereby convenes Extraordinary General Meeting to be held on 22nd September, 2010; time: 11.00 a.m, on the Company premises at the address: ul. Kruczkowskiego 39, 41-813 Zabrze.

The proposed agenda:

  1. Opening the debates of the Extraordinary General Meeting.
  2. Election of the Chairman of the Extraordinary General Meeting.
  3. Statement of the correct convening the Extraordinary General Meeting and its capability to adopt resolutions.
  4. Acceptance of the proposed agenda.
  5. Adopting resolutions on changes in the Supervisory Board.
  6. Adopting resolution on covering the costs of convening and holding the Extraordinary General Meeting.
  7. Miscellaneous.
  8. Closing the debates of the Extraordinary General Meeting.

In virtue of art. 4022 of Commercial Companies Code, the Company hereby provides information related to attending its Extraordinary General Meeting.

  1. The Management Board of ELZAB S.A. Computer Works informs that, according to art. 4061 § 1 of Commercial Companies Code, only the persons being the Shareholders in the Company sixteen days prior to the date of the General Meeting (date of registration of attending the General Meeting).
    The date of registration of attending the Extraordinary General Meeting is 6th September, 2010.

    Shareholders entitled to attend due to dematerialized bearer shares are entitled to attend the Extraordinary General Meeting, if no earlier than after announcing that the General Meeting had been convened and no later than on the first business day after registering attendance at the General Meeting, i.e. by 7th September, 2010, at their motion, the entity keeping their security account issues a personal certificate on their right to attend the General Meeting. The certificate should include all the information mentioned in art. 4063 § 3 of Commercial Companies Code. At the demand of the shareholder entitled on dematerialized bearer shares, the text of the certificate should indicate part or all the shares registered on his security account. In virtue of the lists of the above mentioned certificates issued provided by the authorized entities, The National Depository for Securities shall make a list of entities authorized to attend the General Meeting. The list shall be made available to the Company no later than six days prior to the date of the General Meeting, i.e. on 16th September, 2010.

    The shareholders are advised to collect the above mentioned personal certificate on the right to attend and take it with them to the Extraordinary General Meeting.

    b) Holders of prescribed shares and temporary certificates and lienors and users entitled to vote have a right to attend the Company General Meeting, if they are listed in the book of shares on the date of registration of attendance at the General Meeting, i.e. on 6th September, 2010.

    The Company settles the list of entities entitled to attend the General Meeting in virtue of the list provided by the National Depository for Securities mentioned in subsection a) above and in virtue of entries in the book of shares as at the registration date. The list of shareholders entitled to attend the General Meeting shall be displayed on the Company premises, three business days prior to holding the General Meeting, i.e. on 17th, 20th and 21st September, 2010, from 8.00 to 16.00, room 112 (Management Board Secretarial Office). A shareholder may request to receive the list of shareholders, free of charge, by e-mail, including in such request the e-mail address such list should be sent to.

    A shareholder may vote on each share held in a different way.

  2. The shareholders may attend the Extraordinary General Meeting and exercise the right to vote personally or through an Attorney in Fact. The Powers of Attorney should be granted in writing or on-line, on the appropriate form correctly and completely filled out and signed, placed at the address: www.elzab.com.pl in the section relacje inwestorskie/ Walne Zgromadzenia Akcjonariuszy/Nadzwyczajne Walne Zgromadzenie 22 września 2010 r./Formularze [EGM, 22nd September, 2010/forms]. The shareholder is obliged to send information to the Company on granting power of attorney online as a PDF file to the address pelnomocnictwa@elzab.com.pl [powers of attorney], one day prior to the date of the Extraordinary General Meeting at the latest. Shareholders being legal entities or personal partnerships should enclose the current excerpt from the National Court Register or other competent register (in case the document is in a foreign language – the certified translation of the same should be enclosed). In order to verify the power of attorney granted online, the Company may request the shareholder and attorney in fact by telephone or to the e-mail address provided, to confirm that such power of attorney has been granted.
  3. A shareholder or shareholders who represent at least one twentieth of the Company share capital may request to include certain matters in the agenda of the General Meeting. The request of such shareholder or shareholders should be reported to the Company Management Board no later than twenty one days prior to the appointed date of the General Meeting, i.e. by 1st September, 2010. The request should include justification or draft resolution concerning the proposed point of the agenda. Furthermore a shareholder or shareholders requesting to include certain matters in the agenda must submit a certificate issued by competent entity confirming his/their right to attend the General Meeting, in order to identify them as the Company Shareholders and indicating that they hold appropriate number of shares as at the day of placing such request. Shareholders who are legal entities and personal partnerships should also confirm their entitlement to act on behalf of such entity enclosing the current excerpt from the National Court Register [KRS] or other competent register (if the document is in a foreign language – its certified translation should be enclosed). The request may be submitted in writing or online using the form put at the address: www.elzab.com.pl in the section Relacje Inwestorskie/ Walne Zgromadzenia Akcjonariuszy/Nadzwyczajne Walne Zgromadzenie 22 września 2010 r./Formularze. The request made online on the appropriate form mentioned above should be sent to: wnioski@elzab.com.pl. [motions] The request and documents enclosed to such request should be sent as a PDF file.

    The Management Board shall immediately, no later however, than eighteen days prior to the appointed date of the General Meeting, i.e. by third September, 2010, announce the changes to the agenda introduced at the request of a shareholder(s). The new agenda shall be announced by method appropriate for convening the General Meeting.
  4. A shareholder or shareholders representing at least one twentieth of the share capital may, prior to the date of the General Meeting, may propose draft resolutions on the matters introduced into the agenda of the General Meeting or ones planned to be introduced therein, in writing or using a form included on the website: www.elzab.com.pl / Relacje Inwestorskie/Wwalne Zgromadzenia Akcjonariuszy /Nadzwyczajne Walne Zgromadzenie 22 września 2010 r./Formularze. A shareholder or shareholders proposing draft resolutions must submit a certificate issued by competent entity confirming his/their right to attend the General Meeting, in order to identify them as the Company shareholders and indicating the appropriate number of shares as of the day of placing the request. The shareholders being legal entities and personal partnerships should also confirm their powers to act on behalf of such entity enclosing the current excerpt from KRS [National Court Register] or other competent register (if the document is in a foreign language – its certified translation should be enclosed). The request placed online on the appropriate form mentioned above should be sent to the address: wnioski@elzab.com.pl. The documents included in such request should be sent as PDF files. The Company shall announce the draft resolutions on its website without delay.
  5. Each shareholder may propose draft resolutions concerning the matters introduced in the agenda during the General Meeting.
  6. The persons authorized to attend the Extraordinary General Meeting may obtain the full text of documentation that is to be presented at the EGM and draft resolutions on the Company premises at the address: ul. Kruczkowskiego 39, 41-813 Zabrze or from the Company website: www.elzab.com.pl/Relacje Inwestorskie/ Walne Zgromadzenia Akcjonariuszy/Nadzwyczajne Walne Zgromadzenie 22nd September, 2010 r. The Company shall make all the information on the Extraordinary General Meeting available on its website at the address: www.elzab.com.pl in the section Relacje Inwestorskie/Walne Zgromadzenia Akcjonariuszy/Nadzwyczajne Walne Zgromadzenie 22 września 2010 r. The mailing related to the General Meeting, except the motions and powers of attorney mentioned above, should be sent to the address: szczesna@elzab.com.pl
  7. The Company Statute and the General Meeting Byelaws do not contain any provisions allowing the shareholders for exercising their rights at the General Meeting through correspondence or by electronic communication means.

Jerzy Biernat Deputy Chairman of the Management Bard, CEO

Jerzy Malok Commercial Vice-President