The agenda of The Ordinary General Shareholders Meeting KRAKCHEMIA S.A.
of May 17,2010
1. Opening the General Meeting;
2. Choice of the Chairman of the General Meeting.
3. Stating the validity of summoning the General Meeting as well as its capability to vote
resolutions.;
4. Passing the resolution of annulling the secret ballot in the matters concerning the choice
of the Returning Officers Panel members.
5. Choice of the Returning Officers Panel composition.
6. Presenting and accepting the agenda.
7. Presenting the Company Board report on the Company activity and the financial report of the Company for the financial
year 20009.
8. Presenting the Supervisory Board report on the review of the Company financial report, the Company Board report on
the Company activity for the year 2009 and the Company Board motion concerning the use of profit for the financial
year 2009, and also presenting the Company situation assessment, taking into consideration of the inner control
system of the considerable risk management as well as the Supervisory Board activity assessment.
9. Passing resolutions concerning :
9.1. Approval of the Board report on the Company activity and the financial report for the financial year 2009;
9.2. Approval of the Supervisory Board report on the review of the Company financial report, the Board`s report on the
Company activity for the financial year 2009 and the Board motion concerning the use of profit for the financial
year 2009;
9.3. Passing the vote of approval on the fulfilment of duties by the members of the Company Board in the financial year 2009;
9.4. Passing the vote of approval on the fulfilment of duties by the members of the Supervisory Board in the
financial year 2009;
9.5. Use of profit for the financial year 2009;
9.6. Determination of the number of the Supervisory Board members for the new term;
9.7. Appointing the members of the Supervisory Board for the new term;
9.8. Determination of salaries for the Supervisory Board members;
9.9. Changes in the General Shareholders Meeting Regulations.
10. Closing the assembly.
The list of resolutions made at KRAKCHEMIA S.A. Ordinary General Shareholders Meeting of May 17, 2010
Resolution No 1 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Tomasz Świerczyński as the Chairman of the Meeting”
Resolution No 2 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
Resolution No 3 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints the Returning Officers Panel in the following composition :
1. Bogdan Wrześniak,
2. Włodzimierz Oprzędek,
3. Sebastian Dulewicz.”
Resolution No 4 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting adopts the agenda presented.”
Resolution No 5 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting approves the Board report on the Company activity in the financial year 2009 and the financial report for the financial year 2009, which is composed of:
1. the balance compiled for the 31st of December, 2009 which on the asset and the liabilities with own equity side amounts to 105 893 696,01 PLN ( verbatim one hundred and five million eight hundred and ninety-three thousand six hundred and ninety-six PLN one grosz)
2. Profit and Loss Account for the accounting year from 1st of January until 31st December 2009, presenting a net profit of 2 170 083,11 PLN (verbatim two million one hundred and seventy thousand eighty-three PLN eleven grosses)
3. the financial flow account for the accounting year from 1st January until 31st December 2009, presenting an increase of cash by 7 256 534,04 PLN. (verbatim seven million two hundred and fifty six thousand five hundred and thirty four PLN four grosses)
4. Own equity changes for the financial year from 1st January until 31st December 2009 presenting an increase in own capital by the amount of 2 170 083,11PLN.(verbatim two million one hundred and seventy thousand eighty-three PLN eleven grosses)
5. additional information upon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2009”
Resolution No 6 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting approves the Supervisory Board report on the review of the Company financial report, the Board report on the Company activity for the accounting year 2009 and the Company Board motion concerning the use of profit for the financial year 2009.”
Resolution No 7 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Andrzej Zdebski a vote of approval on the fulfilment of duties as the Chairman of the Company Board in the financial year 2009.”
Resolution No 8 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Bogdan Wrześniak a vote of approval on the fulfilment of duties as Deputy Chairman of the Company Board in the financial year 2009.”
Resolution No 9 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Włodzimierz Oprzędek a vote of approval on the fulfilment of duties as the Deputy Chairman of the Company Board in the financial year 2009.”
Resolution No 10 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Jerzy Mazgaj a vote of approval on the fulfilment of duties as the Chairman of the Supervisory Board in the financial year 2009.”
Resolution No 11 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Pilch a vote of approval on the fulfilment of duties as the Deputy Chairman of the Supervisory Board in the financial year 2009.”
Resolution No 12 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Mariusz Wojdon a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Resolution No 13 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Konrad Hernik a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Resolution No 14 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Hajdarowicz a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2009 to March 2, 2009.”
Resolution No 15 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Ms Ilona Mailk a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from March 3, 2009 to December 31, 2009.”
Resolution No 16 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting destines the entire net profit for the accounting year 2009 amounting to 2.170.083,11 PLN (verbatim two million one hundred and seventy thousand eighty three PLN eleven grosses ) for the supplementary capital of the Company”
Resolution No 17 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting determines that the number of the Supervisory Board members in the new term of office will amount to 6 people(verbatim six people) ”
Resolution No 18 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Ms Ilona Malik as a member of the Supervisory Board”
Resolution No 19 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mrs Barbara Mazgaj as a member of the Supervisory Board”
Resolution No 20 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Grzegorz Pilch as a member of the Supervisory Board”
Resolution No 21 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Łukasz Magiera as a member of the Supervisory Board”
Resolution No 22 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Mariusz Wojdon as a member of the Supervisory Board”
Resolution No 23 of the following wording
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Jerzy Mazgaj as a member of the Supervisory Board”
Resolution No 24 of the following wording:
KRAKCHEMIA S.A General Shareholders Meeting adopts a resolution concerning remuneration of the Company Supervisory Board Members in the following amounts :
1. The Supervisory Board Chairman – amounting to the threefold average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
2. The Supervisory Board Deputy Chairman – amounting to the twofold average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
3. The Supervisory Board Secretary– amounting to the one and a half of the average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
4. The Supervisory Board Members– equivalent to the average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement..”
Resolution No 25 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of § 5 item 3.4 of the Company Articles, votes the following changes in the General Meeting Regulations :
a) the point 5.2 of the General Meeting Regulation takes the following wording :
5.2.1. The right of representation in the voting through the proxy may also be granted in in an electronic manner. In such a case, the shareholder or the person entitled to participate in the General Meeting transfers the following at the Company electronic mail address, which is indicated at the Company website:
1) Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2) The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3) Scan of the identity card or passport (containing the date enabling the identification of the bearer) of the proxy, who is a natural person
4) Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
5) Electronic mail address for communication with the shareholder or his/her proxy.
5.2.2. The notification on granting the right of proxy should be transferred at the indicated electronic mail address a day before the General Meeting at the latest, unless some other date is stated in the announcement of the General Meeting. Moreover, the proxy should present upon registration at the General Meeting the printout of the right of proxy and identity card.
5.2.3. The aforementioned stipulations are accordingly applied to the notification on the right of proxy cancellation in the electronic manner.
5.2.4 The notifications transferred by the shareholders in a manner other than through the electronic mail address indicated on the Company website or by not meeting the requirements of 5.2.1 – 5.2.2. shall not cause legal effect with regard to the Company.
b) After the point 5.3, points 5.4 – 5.7 are added. They have the following wording :
“5.4. Motions, demands, resolution drafts, enquiries and notifications submitted by the shareholders in the electronic manner may be transferred only through the electronic mail at the address indicated on the Company website.
5.5. The person who uses the right of electronic communication with the Company has an obligation to indicate that he/she is a shareholder – or – that he/she is entitled to participate in the General Meeting through sending the following documents in PDF form together with the motion, enquiry, resolution draft or notification, transferred at the electronic mail address :
1) The certificate of share or the notification on the right of participation in the General Meeting of the Company, as well as :
2) In case of a natural person – a scan of identity card or passport (containing the date enabling identification of the bearer),
3) In case of a legal person or organisational unit not possessing the legal personality – scan of the copy from the register pertaining to the person/unit
5.6 The Notifications transferred in other manner than through the electronic mail address, which is mentioned in 5.4 above or without meeting the stipulations of 5.4-5.5. do not cause legal effect with regard to the Company.
5.7. If a given person is not mentioned on the list obtained by the Company from the entity carrying out the securities account indicated in Art. 4063 §6 CCC, but shall present a certificate of the right to participate in the Company General Meeting issued by the entity carrying out the securities account for the person, which does not invoke any doubt, the person may be accepted to participate in the General Meeting”
Krakchemia S.A. Supervisory Board Report for the year 2009