Dino

IMPORTANT INFORMATION

Prior to obtaining access to the information placed on this website, please read carefully the following important information regarding the terms of access to this website and of the use of the information contained herein. Please note that the important information presented below may be changed or updated. Consequently, it should be read and analysed in whole whenever this website is accessed in the future. THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT INTENDED FOR RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE TERRITORY OF THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OR WOULD REQUIRE REGISTRATION. The materials to which you will gain access relate to or are connected with (i) an initial public offering in the territory of Poland of up to 48,040,000 ordinary shares (the “Sale Shares”) in Dino Polska S.A with its registered office in Krotoszyn (the “Company”), with a nominal value of PLN 0.10 each (the “Offering”), conducted by Polish Sigma Group S.à r.l. (the “Selling Shareholder”), and (ii) with the seeking of the admission and introduction of 98,040,000 ordinary shares with a nominal value of PLN 0.10 each (the “Shares”), including the Sale Shares, to trading on the regulated market of the Warsaw Stock Exchange (the “Admission”). On 17 March 2017, the Financial Supervision Authority approved the prospectus (the “Prospectus”) prepared in connection with the Offering and the Admission. The Prospectus (in Polish), together with any supplements and update communications thereto, and with the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication), will be posted on, and will, during its validity period, continue to be available in an electronic form on the Company’s website (www.grupadino.pl) and at the website of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl) – solely for information purposes. The Prospectus is the sole legally binding offering document which contains, for the purposes of the Offering and the Admission, information about the Company, the Shares (including the Sale Shares) and the Offering. Materials posted on this website include the Prospectus with any supplements and update communications thereto, if any, the announcement of the final number and price of the Sale Shares offered in the Offering (upon its drafting and publication) and information which is either of promotional nature for the purposes of the Offering and the Admission or constitutes information disclosed by the Company to the public in the performance of the Company’s disclosure obligations under the applicable laws and regulations. These materials do not constitute an offer for the sale of securities in the United States, Canada, Japan, Australia, or any other jurisdiction where such offer for sale would constitute a violation of the applicable laws or would require registration. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933 (the “U.S. Securities Act”). Securities of the Company have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act. Neither the Prospectus nor the securities of the Company covered thereby have been or will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the laws enacted based on Directive 2003/71/EC of the European Parliament and of the Council, as amended, and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America, Canada, Japan or Australia) unless in any relevant state such offer or sale could be effected in compliance with the law without the need for the Company, the Selling Shareholder or their respective advisors for the purpose of the Offering to comply with any additional legal requirements. Any investor residing in or having its registered office outside the Republic of Poland should review the relevant regulations of Polish law as well as the regulations of other countries which may apply thereto in connection with the participation in the Offering. WE HEREBY INFORM YOU THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL BE GRANTED ACCESS AND THE USE OF SUCH MATERIALS AND INFORMATION: (I) ARE SUBJECT TO THE ABOVE RESTRICTIONS; (II) ARE DIRECTED TO PERSONS RESIDING IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF THE REPUBLIC OF POLAND; (III) ARE NOT DIRECTED TO U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OF, OR ON BEHALF OF, A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT); (IV) ARE NOT DIRECTED  TO PERSONS RESIDENT OR WITH A  REIGSTERED OFFICE IN CANADA, JAPAN OR AUSTRALIA, OR IN ANY OTHER JURISDICTION WHERE ACCESSING THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LOCAL LAWS OR WOULD REQUIRE REGISTRATION OR OBTAINING A PERMIT. Please note that reviewing and accessing these materials in violation of the above may constitute a violation of securities laws, in particular in Poland and the United States.

General meeting
Investor Relations
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2024 | Extraordinary General Meeting - 24/01/2024

Announcement on convening an Extraordinary General Meeting

1. Announcement on convening an Extraordinary Shareholder Meeting of DINO POLSKA S.A. on 24.01.2024

 

Supervisory Board Candidate

Mr. Piotr Borowski

The Management Board of „DINO POLSKA” S.A. informs that it received a notice from Mr. Piotr Borowski – a shareholder of „DINO POLSKA” S.A. of his intention to put forward at the Shareholder Meeting convened for 24 January 2024 his candidacy to be an independent Supervisory Board member of the Company. Mr. Piotr Borowski meets the criteria for independence of the Supervisory Board member and the Audit Committee member and he has knowledge and skills on accounting.

According to the representation provided by Mr. Piotr Borowski, he does not conduct any activity in any form that would compete with „DINO POLSKA” S.A., nor does he participate in any competing company as a shareholder of a civil or commercial law partnership, or of a company, nor does he participate in any competing legal person as a member of its governing body. According to the representation of Mr. Piotr Borowski he is not listed in the Register of Insolvent Debtors kept on the basis of the National Court Register Act.

Piotr Borowski CV

 

Drafts of the resolutions

2. Draft resolution of the Extraordinary Shareholders Meeting of DINO POLSKA S.A.

Forms

F1. Declaration submitted by a candidate to be a SB member and GDPR Clause

F2. Proxy statement

F3. Form for a proxy to exercise voting right at the ESM

F4. Motion to include a matter in the agenda for shareholder a natural person

F5. Motion to include a matter in the agenda for shareholder other than a natural person

F6. Submission of a draft resolution for shareholder a natural person

F7. Submission of a draft resolution for shareholder other than a natural person

 

Adopted resolutions

Resolutions of Extraordinary Shareholders Meeting of DINO POLSKA S.A. on 24 January 2024

2021 | Ordinary General Meeting - 18/06/2021

Announcement on convening an Ordinary General Meeting

1. Announcement on convening an Ordinary Shareholder Meeting of DINO POLSKA S.A. on 18.06.2021

Supervisory Board Candidates

Piotr Nowjalis

The Management Board of Dino Polska informs that it received a notice from the Nationale-Nederlanden Open-end Pension Fund – a shareholder of Dino Polska of its intention to put forward at the Shareholder Meeting convened for 18 June 2021 the candidacy of Mr. Piotr Nowjalis to be an independent Supervisory Board member of the Company. According to the declarations submitted by Mr. Piotr Nowjalis he has consented to run and be appointed to the Company’s Supervisory Board; moreover, he has declared that he satisfies the criteria imposed on independent Supervisory Board members.

CV – Piotr Nowjalis

Sławomir Jakszuk

The Management Board of Dino Polska informs that it received a notice from Sławomir Jakszuk – a shareholder of Dino Polska of his intention to put forward at the Shareholder Meeting convened for 18 June 2021 his candidacy to be an independent Supervisory Board member of the Company. According to the declarations submitted by Mr. Sławomir Jakszuk he has consented to run and be appointed to the Company’s Supervisory Board; moreover, he has declared that he satisfies the criteria imposed on independent Supervisory Board members.

CV – Sławomir Jakszuk

Eryk Bajer

The Management Board of Dino Polska informs that it received a notice from Mr. Tomasz Biernacki – a shareholder of Dino Polska of his intention to put forward at the Shareholder Meeting convened for 18 June 2021 the candidacy of Mr. Eryk Bajer to be a Supervisory Board member of the Company. According to the declarations submitted by Mr. Eryk Bajer he has consented to run and be appointed to the Company’s Supervisory Board.

CV – Eryk Bajer

Maciej Polanowski

The Management Board of Dino Polska informs that it received a notice from Mr. Tomasz Biernacki – a shareholder of Dino Polska of his intention to put forward at the Shareholder Meeting convened for 18 June 2021 the candidacy of Mr. Maciej Polanowski to be a Supervisory Board member of the Company. According to the declarations submitted by Mr. Maciej Polanowski he has consented to run and be appointed to the Company’s Supervisory Board.

CV – Maciej Polanowski

Drafts of the resolutions

2. Draft resolution of Ordinary Shareholders Meeting of DINO POLSKA S.A

2020 DINO POLSKA S.A. Financial Statements

2020 DINO POLSKA S.A. Financial Statements – audit report

2020 DINO POLSKA S.A. Group Consolidated Financial Statements

2020 DINO POLSKA S.A. Group Consolidated Financial Statements – audit report

2020 DINO POLSKA S.A. Management Board’s Activity Report

2020 Supervisory Board report on the results of Reports examination

2020 Supervisory Board annual activity report

2020 Remuneration report

2020 Remuneration report – auditor’s report

Forms

F1.Proxy statement

F2. Form for a proxy to exercise voting right at the OSM

F3. Motion to include a matter in the agenda for shareholder a natural person

F4. Motion to include a matter in the agenda for shareholder other than a natural person

F5. Submission of a draft resolution for shareholder a natural person

F6. Submission of a draft resolution for shareholder other than a natural person

F7. The statement of the candidate for a member of the Supervisory Board

 

Adopted resolutions

Resolutions adopted by the Ordinary Shareholder Meeting of the Dino Polska S.A. on 18 June 2021

2018 | Ordinary General Meeting - 21/05/2018

Announcement on convening an Extraordinary General Meeting

1. Announcement on convening an Ordinary Shareholder Meeting

Drafts of the resolutions

2. Resolution drafts

I. Supervisory Board annual activity report 2017

II. Supervisory Board report on the results of Reports examination – 2017

Dino Polska Management Board’s Activity Report for 2017

Dino Polska 2017 FINANCIAL STATEMENTS

Dino Polska 2017FY audit report

Dino Polska Group 2017 CONSOLIDATED FINANCIAL STATEMENTS

Dino Polska Group 2017 audit report

Forms

F1. Proxy statement

F2. Form for a proxy to exercise voting rights at the OSM

F3. Motion to include a matter in the agenda for shareholder_a natural person

F4. Motion to include a matter in the agenda for shareholder_other than a natural person

F5. Submission of a draft resolution for shareholder_a natural person.

F6. Submission of a draft resolution for shareholder_other than a natural person

Supervisory Board Candidates

Piotr Nowjalis

The Company received a notice from the Nationale-Nederlanden Open-end Pension Fund of its intention to put forward the candidacy of Mr. Piotr Nowialis as member of the Company’s Supervisory Board at the Shareholder Meeting convened for 21 May 2018 CV – Piotr Nowjalis

Sławomir Jakszuk

The Company received from Sławomir Jakszuk a notice  of his intention to put forward his candidacy as member of the Company’s Supervisory Board at the Shareholder Meeting convened for 21 May 2018 CV – Sławomir Jakszuk

Maciej Polanowski

The Company received from Tomasz Biernacki a notice of his intention to put forward the candidacy of Mr. Maciej Polanowski as a member of the Company’s Supervisory Board at the Shareholder Meeting convened for 21 May 2018 CV – Maciej Polanowski

Eryk Bajer

The Company received from Tomasz Biernacki a notice of his intention to put forward the candidacy of Mr. Eryk Bajer as a member of the Company’s Supervisory Board at the Shareholder Meeting convened for 21 May 2018 CV – Eryk Bajer