The Management Board of BUDVAR Centrum Spółka Akcyjna based in Zduńska Wola, at ul. Przemyslowa 36, entered in the Register of Entrepreneurs of the National Court Register in the District Court of Łodz-Śródmieścia in Łodz as number 0000143579, acting pursuant to art. 399 § 1 and art. 4021 of the Commercial Companies Code, hereby calls an Ordinary General Shareholders' Meeting of BUDVAR Centrum SA, which will take place on 9 May 2011 at 1100am in Zduńska Wola, at ul. Przemyslowa 36.
Agenda:
1. Opening of the Meeting.
2. The election of the Chair of the Shareholders' Meeting;
3. Confirming the propriety of calling the Shareholders Meeting and its capacity to adopt resolutions.
4. Adoption of the agenda.
5. Choosing the vote counting committee and resolutions.
6. Presentation of the Supervisory Board's
a) brief appraisal of the Company's situation,
b) report on the Supervisory Board's activities in 2010,
c) appraisal of the Management Board's report into the Company's activities and financial statement for 2010 and the Management Board's motion concerning the distribution of the profits for 2010.
7. Examination of the Management Board's report into the Company's activities and financial statement for 2010.
8. Passing a resolution regarding approval of the Management Board's Report on the Company's activity and the financial report for 2010.
9. Passing a resolution regarding approval of the Supervisory Board's Report on the Company's activity for 2010.
10. Passing a resolution regarding coverage of losses for 2010.
11. Passing a resolution regarding a vote of approval for members of the Management and Supervisory Boards for their performance in 2010.
12. Passing resolutions regarding appointment of the 4th term Supervisory Board
13. Passing a resolution regarding appointment of a new Member of the Supervisory Board
14. Closure of proceedings.
Pursuant to art. 4022 of the Commercial Companies Code, the Company hereby provides the following information regarding participation at the Company's General Shareholders' Meeting:
The right of Shareholders to request the inclusion of defined matters on the agenda of the General Meeting
A Shareholder or Shareholders representing at least one twentieth of the share capital may request the inclusion of individual matters on the agenda of the next General Meeting. The request should be made to the Management Board no later than twenty one days before the date set for the meeting.
The request should include a justification or draft resolution regarding the proposed agenda item. This request may be made in electronic form to the email address: m.sobczak@budvar.pl or in writing to: BUDVAR Centrum SA, 98-220 Zduńska Wola, ul. Przemysłowa 36.
The Management Board is obliged to announce the changes made to the agenda at the request of shareholders immediately, and no later than eighteen days before the date set for the General Meeting.
The right of Shareholders to announce draft resolutions regarding matters added to the agenda during the General Meeting, or matters which are to be included on the agenda before the General Meeting takes place.
A shareholder or shareholders in the Company representing at least one twentieth of the equity capital may, before the date of the Company's General Shareholders' Meeting, inform the Company in writing to: BUDVAR Centrum SA, 98-220 Zduńska Wola, ul. Przemysłowa 36, or electronically to the email address: m.sobczak@budvar.pl, of draft resolutions concerning matters included on the agenda of the General Shareholders' Meeting or matters which are to be included on the agenda.
The Company immediately announces the draft resolutions on the website http://relacje.budvar.pl/.
The right of Shareholders to announce draft resolutions regarding matters added to the agenda during the General Shareholders' Meeting
During the General Shareholders' Meeting, each shareholder may announce draft resolutions regarding matters included on the agenda.
Exercising of voting rights by an attorney
Shareholders may participate and exercise their voting rights at the General Shareholders' Meeting either in person or through attorneys. The right to designate an attorney at the General Meeting cannot be limited, neither can the number of attorneys.
The attorney executes all the rights of the shareholder at the General Shareholders' Meeting, unless the letter of attorney stipulates otherwise. The attorney may:
1) grant further power of attorney, if this is stipulated in the letter of attorney,
2) represent more than one shareholder and vote differently from the shares of each Shareholder.
A shareholder owning shares registered in more than one securities account may establish separate attorneys to execute the rights from the shares registered in each account.
The rules for the execution of voting rights by an attorney apply to the execution of voting rights by another representative.
Members of Management and Company employees may be attorneys at a General Shareholders' Meeting. If an attorney at the General Shareholders' Meeting is a member of the Management Board, a member of the Supervisory Board, a liquidator, a Company employee or member of a company body or an employee of a company subsidiary, the power of attorney may only entitle him/her to representation at one General Shareholders' Meeting. The attorney is obliged to declare to the shareholder any circumstances indicating the existence or potential of a conflict of interests. The granting of further power of attorney is excluded. The attorney votes according to the Shareholder's instructions.
Power of attorney to participate in the General Shareholders' Meeting and execute voting rights must be granted in writing or in electronic form. Granting power of attorney in electronic form does not require a safe electronic signature verified by a valid qualification certificate. The Company should be informed in electronic form of the granting of power of attorney in electronic form, to the email address: m.sobczak@budvar.pl
In order to identify a Shareholder granting power of attorney, the email informing of the granting of power of attorney should contain the following attachments, as PDF files:
1) in the case of a Shareholder who is a physical person ? a copy of the Shareholder's identity card, passport or other official document confirming the identity of the Shareholder as principal,
2) in the case of a Shareholder who is a legal person ? a copy of an extract from the appropriate register where the principal is registered.
In order to confirm the identity of an attorney, the Company's Management Board reserves the right to demand that the attorney show the following when preparing the list of persons entitled to participate at the General Shareholders' Meeting:
1) power of attorney granted in writing or a copy (printout) of power of attorney granted in electronic form,
2) in the case of an attorney who is a physical person ? an identity card, passport or other official document confirming the identity of the attorney,
3) in the case of an attorney who is a legal person ? a copy of an extract from the appropriate register where the Shareholder as a legal person is registered.
Originals of the documents, or copies confirmed by a notary, should be submitted.
In the event that any document presented as evidence of power of attorney granted is written in a language other than Polish, a Polish translation of that document by a sworn translator must be submitted.
Forms allowing the execution of voting rights by an attorney are available on the Company website at http://relacje.budvar.pl/. Use of the template provided by the Company is not compulsory for the Shareholder. The forms provide an indication of the content of letters of attorney.
The principles concerning granting power of attorney also apply as appropriate to its withdrawal.
Possibility and manner of participation at the General Shareholders' Meeting via electronic means of communication.
The Company Statute does not provide for participation at the General Shareholders' Meeting via electronic means of communication.
Expressing oneself during the General Shareholders' Meeting via electronic means of communication.
The Company Statute does not provide for the possibility to express oneself during the General Shareholders' Meeting via electronic means of communication.
Exercising voting rights by mail or via electronic means of communication.
The Company Statute does not provide for exercising of voting rights at the General Shareholders' Meeting by mail or via electronic means of communication.
The registration date for participation at the General Shareholders' Meeting, as mentioned in art. 4061 of the Commercial Companies Code.
The registration date for participation at the General Shareholders' Meeting is 8 May (record date).
Information about the right of only persons who are Company Shareholders on the record date to participate at the General Shareholders' Meeting.
Only persons who are shareholders in the Company sixteen days before the date of the General Shareholders' Meeting (Registration Day for Participation in the General Shareholders' Meeting, i.e. 23 April 2010) are entitled to participate at the Company's General Shareholders' Meeting, on condition that during the period between the calling of the General Shareholders' Meeting and the first working day after registration, i.e. 24 April 2010, they present the entity running their securities account with a request to issue personalised certificates of their right to participate in the Ordinary General Shareholders' Meeting.
It is recommended that Shareholders collect the aforementioned certification of their right to participate at the General Meeting and have it on the day and at the venue of the General Meeting.
The list of shareholders eligible for participation in the Shareholder's Meeting will be prepared based on the list prepared by the body running securities accounts (the National Depository for Securities - Krajowy Depozyt Papierów Wartościowych S.A.) and displayed for the shareholders to review on 19, 4, 5 and 6 May 2010 between 9.00 am and 3.00 pm at the Office of the Company's Management Board at ul. Przemyslowa 36 in Zduńska Wola.
Shareholders may review the List of Shareholders at the Office of the Management Board and request a copy of the List for the cost of its preparation. Shareholders may request to be sent the List of Shareholders free of charge by email, giving the address to which the list should be sent.
Requests in writing signed by the Shareholder or person entitled to represent him/her should be emailed in PDF format to: m.sobczak@budvar.pl or by fax to: (43) 824 31 33. Copies of documents confirming the identity of the Shareholder or person acting on his/her behalf should be attached to the request.
Instructions as to where and how a person entitled to participate at the General Shareholders' Meeting may obtain the full text of the documentation to be presented at the General Shareholders' Meeting, as well as the draft resolutions or, if no resolutions are anticipated to be passed, the comments by the Management Board or Supervisory Board concerning matters included on the agenda or which are to be included on the agenda before the date of the General Shareholders' Meeting.
The documentation which is to be presented at the General Shareholders' Meeting, along with draft resolutions, will be available from the day the General Shareholders' Meeting is called, on the Company's website at: http://relacje.budvar.pl/ and at the Office of the Management Board at the Company's headquarters, between 9.00 am and 3.00 pm.
Indication of the web page on which information concerning the General Shareholders' Meeting will be available
Information concerning the Ordinary General Shareholders' Meeting will be available at http://relacje.budvar.pl/.


