The agenda of The Extraordinary General Shareholders Meeting KRAKCHEMIA S.A. of March 3,2009
1. Opening of the General Meeting
2. Choice of the Chairman and the Secretary of the General Meeting
3. Examination and stating the validity of summoning the General Meeting as well
as its capability to vote resolutions.
4. Choice of the Returning Officers Panel
5. Presentation and accepting the agenda
6. Voting the resolution concerning authorization of the Company Board to
purchase the Company’s own shares – in accordance with art. 362 section
1 item 5 of the Commercial Companies Code, i.e. with the aim of their
redemption.
7. Voting the resolution concerning changes in the Company Supervisory Board
composition.
8. Closing of the General Meeting.
The list of resolutions made at KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting of March 3, 2009
Resolution No. 1 /03 /2009 of KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting with the registered office in Kraków concerning the choice of the chairman of the meeting.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting elects Mr. Tomasz Świerczyński as the Chairman”
Resolution No. 2 /03 /2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning abolishment of the secrecy of voting in the matters regarding the members of Returning Officers Panel.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting acting on the basis of Article 420 section 3 of Commercial Companies Code adopts a resolution to abolish the secrecy of voting in the matters regarding the members of Returning Officers Panel.”
Resolution No. 3/03/2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009, concerning the election of the Returning Officers Panel.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting elect the Returning Officers Panel comprising:
a) Sławomir Piecka
b) Bogdan Wrześniak
c) Włodzimierz Oprzędek
Resolution No. 4/03/2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning amending the agenda.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting adopts a resolution No. 4/03/2009 on amending the proposed agenda consisting in abandoning the election of the Secretary of the General Meeting”
Resolution No. 5/ 03/2009 0f KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning adopting the agenda.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting adopts the following agenda :
1. Opening the General Meeting
2. Electing the Chairman of the General Meeting
3. Asserting the procedural correctness of calling the General Meeting and the
capacity to adopt resolutions
4. Electing the Returning Officers Panel
5. Announcing and approving of the agenda.
6. Adopting the resolution concerning the authorization of the Company Board to
purchase the Company`s own shares – in accordance with Article 362 section 1
item 5 of the Commercial Companies Code – with the aim of their redemption
7. Adopting the resolution concerning change in Supervisory Board panel
8. Closing the Meeting
Resolution No. 6/03/2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning the amendment of the resolution draft to entitle the Company Board to purchase the Company `s own shares – in accordance with Article 362 section 1 item 5 of the Commercial Companies Code – with the aim of their redemption.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting adopts a resolution No. 6/03/2009 concerning the amendment of the resolution draft to entitle the Company Board to purchase the Company `s own shares – in accordance with Article 362 section 1 item 5 of the Commercial Companies Code – with the aim of their redemption consisting in increasing in the resolution presented in item 2 a) the number of shares purported for purchase up to 2, 000, 000 (two million) shares as well as increasing in the resolution presented in item 2 b) the maximum amount of payment up to 3,000,000 zl (three million zloty)”
Resolution No. 7 /03/ 2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning the authorization of the Company Board to purchase the Company `s own shares in accordance with Article 362 section 1 item 5 of the Commercial Companies Code – with the aim of their redemption.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting acting on the basis of Article 362 section 1 item 5 of the Commercial Companies Code resolves as follows:
1. KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the
registered office in Kraków, acting on the basis of Article 362 section 1 item 5 of
the Commercial Companies Code as well as section 4 item 5 lines 1 and 2 of the
Company Articles, entitles the Company Board to purchase the Company `s own
shares, quoted at Giełda Papierów Wartościowych S.A. w Warszawie (called
hereinafter „GPW”) with the aim of their redemption.
2. The Company will acquire the fully paid-up shares for the purpose of redemption in
accordance with the following terms:
a. Total number of the shares acquired for the purpose of redemption shall not
exceed 2 m (two million) shares of the nominal value of 1 PLN each.
b. Total minimum price paid for the acquired shares shall not be less than 1,000 (one
thousand) PLN; whereas the total maximum price paid for the acquired shares
shall not exceed 3 mln (three millions) PLN.
c. The share can be acquired via the third parties acting on the Company’s account
or through brokerage offices, on the stock market at the GWP or outside the stock
market, at the Management Board’s discretion.
d. Authorization granted to the Management Board to acquire the Company `s own
shares for the purpose of redemption shall cover the period from 4th March 2009
until 30th June 2010; however, not longer than until exhaustion of the means
designated for the acquisition.
e. Shares acquisition through package transactions shall not be excluded.
f. Shares acquisition through public summons shall not be excluded.
g. Own shares acquisition can be financed from the amount which can be designated
for distribution in accordance with Art. 348 of the CCC, at the Management Board’s
discretion; the Management Board shall be entitled to decide that the own shares
acquisition for the purposes of redemption can be financed from other sources,
h. Shares shall be acquired in accordance with the terms arising from Commission
Regulation (EC) No 2273/2003 of 22 December 2003.
3. With respect to the Company’s interest, upon the receipt of an opinion of the
Supervisory Board, the Management Board can:
a. Cease shares acquisition before 30th June 2010 or before exhaustion of the
means designated for the acquisition.
b. Renounce the acquisition if part or in full.
4. The General Assembly obliges and authorizes the Management Board of the
Company to undertake all factual and legal actions necessary to acquire the
Company `s own shares for the purpose of their redemption in accordance with
Sec. 1 of this resolution, including conclusion of contracts with brokerage offices
regarding acquisition of shares by means of transactions within or without the
stock market. The Management Board shall be authorized to determine other
terms of shares acquisition within the scope not regulated in Sec. 1 of this
resolution.
5. After termination of the process of own shares acquisition for the purpose of their
redemption, following implementation of the provisions of this resolution, the
Management Board shall immediately, but not later than within 4 month from this
date, convene the General Shareholders Meeting in order to adopt resolutions
regarding redemption of the shares and decreasing of the Company’s initial
capital.”
Resolution No. 8 / 03/ 2009 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting with the registered office in Kraków, of March 3, 2009 concerning electing a new member of the Company Supervisory Board.
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting elects Ms. Ilona Malik to the Supervisory Board panel”.
The agenda of The General Shareholders Meeting KRAKCHEMIA S.A. of June 18,2009
1. Opening the General Meeting;
2. Electing the Chairman of the General Meeting;
3. Asserting the procedural correctness of calling the General Meeting and the
capacity to adopt resolutions;
4. Adopting a resolution to annul the secret ballot in the matters concerning electing
the Returning Officers Panel;
5. Electing the Returning Officers Panel;
6. Announcing and approving of the agenda;
7. Presenting the Board`s report on the Company activity and the Company financial
report for the accounting year 2008;
8. Presenting the report of the Supervisory Board on the Company`s financial report
assessment results, the Board`s report on the Company`s activity
for the accounting year 2008 and the Company Board proposal concerning the use
of 2008 accounting year profit;
9. Passing the resolutions in the following matters:
a. Approving the Board`s report on the Company`s activity as well as the financial
report for the 2008 accounting year;
b. Granting the vote of approval to the Members of the Board for the execution of
their duties in 2008;
c. Approving the Supervisory Board report on the Company financial report
assessment, the Board`s report on the Company`s activity for the accounting
year 2008 and the Company Board proposal concerning the use of 2008
accounting year profit;
d. Granting the vote of approval to the Members of the Supervisory Board for the
execution of their duties in 2008;
e. The use of the Company profit for the accounting year 2008;
10. Passing the resolution in the matter of changing the § 5 para. 2 sec. 2.1. of the
Company Articles;
11. Passing the resolution in the matter of determining the number of the Company
Supervisory Board members;
12. Passing the resolutions in the matter of changes in the composition of the
Supervisory Board;
13. Passing the resolution in the matter of the Supervisory Board authorization to
determine a uniform wording of the Company Articles as well as the introduction
of editing changes;
14. Closing the meeting.
The list of resolutions made at KRAKCHEMIA S.A. General Shareholders Meeting of June 18, 2009
Resolution No. 1 concerning the chairman of the meeting.
„ KRAKCHEMIA S.A. Ordinary General Shareholders Meeting elects Ms . Agnieszka Soboń as the chairman of the meeting.”
Resolution No. 2 concerning renouncing the secret ballot in the matters of the Vote Counting Commission members election.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting resolves to renounce the secret ballot in the matter of the Vote Counting Commission election.”
Resolution No. 3 concerning appointing the Vote Counting Commission.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting appoints the Vote Counting Commission in the following composition :
1. Włodzimierz Oprzędek,
2. Bogdan Wrześniak,
3. Sebastian Dulewicz ”
Resolution No. 4 concerning the approval of the agenda.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting approves the proposed agenda”
Resolution No. 5 concerning approval of the Board`s report on the Company activity and the financial report for the year 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting approves the Board`s report on the Company activity and the financial report for the year 2008, which is composed of the following:
1. The Company balance compiled on December 31, 2008, whose assets and
liabilities amount to 104.164 thousand PLN;
2. Profit and loss account for the period between January 1, 2008 and December 31,
2008, which shows net profit amounting to 2.504 thousand PLN;
3. Cash flow account for the period between January 1, 2008 and December 31,
2008, which presents the cash increase by 1.045 thousand PLN;
4. Equity capital change between January 1, 2008 and December 31, 2008
presenting an increase of equity capital by the amount of 2.504 thousand PLN;
5. Additional information on the adopted accounting principles and other explanatory
information for the period between January 1, 2008 and December 31, 2008”
Resolution No. 6 concerning the vote of approval granted to Mr. Andrzej Zdebski on account of his activity as the Chairman of the Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Andrzej Zdebski on the execution of his duties as the Chairman of the Board in the accounting year of 2008.”
Resolution No. 7 concerning the vote of approval granted to Mr. Bogdan Wrześniak on account of his activity as the Deputy Chairman of the Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Bogdan Wrześniak on the execution of his duties as the Deputy Chairman of the Board in the accounting year of 2008”
Resolution No.8 concerning the vote of approval granted to Mr. Włodzimierz Oprzędek on account of his activity as the Deputy Chairman of the Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Włodzimierz Oprzędek on the execution of his duties as the Deputy Chairman of the Board in the accounting year of 2008.”
Resolution No.9 concerning the approval of the report of the Supervisory Board on the Company Board`s financial report evaluation, the Board`s report on the Company activity for the accounting year of 2008, and the Company Board`s motion concerning the profit usage in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting approves the Supervisory Board`s report on the Company Board`s financial report evaluation, the Board`s report on the Company activity for the accounting year of 2008 and the Company Board`s motion concerning the profit usage in the accounting year of 2008.”
Resolution No.10 concerning the vote of approval granted to Mr. Jerzy Mazgaj on account of his duties execution as the Chairman of the Supervisory Board in the accounting year of 2008.
“KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Jerzy Mazgaj on the execution of his duties as the Chairman of the Supervisory Board in the accounting year of 2008.”
Resolution No. 11 concerning the vote of approval granted to Grzegorz Pilch on account of his duties execution as the Deputy Chairman of the Supervisory Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr Grzegorz Pilch on the execution of his duties as the Deputy Chairman of the Supervisory Board in the accounting year of 2008.”
Resolution No. 12 concerning the vote of approval granted to Mr. Mariusz Wojdon on account of his duties execution as the Member of the Supervisory Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Mariusz Wojdon on the execution of his duties as the Member of the Supervisory Board in the accounting year of 2008.”
Resolution No. 13 concerning the vote of approval granted to Mr. Konrad Hernik on account of his duties execution as the Member of the Supervisory Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Konrad Hernik on the execution of his duties as the Member of the Supervisory Board in the accounting year of 2008.”
Resolution No. 14 concerning the vote of approval granted to Mr. Grzegorz Hajdarowicz on account of his duties execution as the Member of the Supervisory Board in the accounting year of 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 393 sec. 1 and Art. 395 § 2 sec. 3 of the Commercial Companies Code, resolves to grant the vote of approval to Mr. Grzegorz Hajdarowicz on the execution of his duties as the Member of the Supervisory Board in the accounting year of 2008.”
Resolution No. 15 concerning the motion of the Board regarding the usage of the net profit for the accounting year 2008.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting, acting on the basis of Art. 395 § 2 sec 2 of the Commercial Companies Code devotes the entire net profit for the accounting year of 2008 in the amount of 2.503.859,95 (two million five hundred and three thousand eight hundred and fifty nine PLN ninety five groszy) to the Company reserve capital”
Resolution No. 16 concerning the change of § 5 sec. 2 item 2.1. of the Company Articles.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting changes § 5 sec. 2 item. 2.1. of the Company Articles, which assumes the following wording :
„The Supervisory Board consists of five to seven members elected by the General Meeting for a joint term. The General Meeting determines the number of the Supervisory Board Members”
Resolution No. 17 concerning the determination of the number of Supervisory Board Members”
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting determines that the number of Supervisory Boar members in the period lasting until the end of the current term shall amount to 5 (five) people. The current resolution shall be implemented on the day of the entry of the change into the Company`s Articles implemented by the resolution number 16 of the current Meeting.”
Resolution No. 18 concerning the removal from the agenda of the vote on the change in the Company Supervisory Board composition.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting resolves to remove from the agenda the vote on the change in the composition of the Company Supervisory Board.
Resolution No. 19 concerning authorization of the Supervisory Board to compile a uniform wording of the Company Articles and the execution of changes of editing character.
„KRAKCHEMIA S.A. Ordinary General Shareholders Meeting grants authorization to the Supervisory Board to compile a uniform wording of the Company Articles, taking into account the changes in the Company Articles passed with a resolution of today`s Meeting, and – in particular- the introduction of a uniform numeration of section and items in § 5 of the Articles.”
Krakchemia S.A. Supervisory Board Report for the year 2008