The agenda of The Ordinary General Shareholders Meeting KRAKCHEMIA S.A. of April 10, 2012
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 2011.
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 2011 and the Company Board motion concerning the use of profit for the financial year 2011, as well as presenting the assessment of the Company situation while taking into consideration the assessment of inner control system and the crucial risks management system in the Company.
9. Passing resolutions concerning :
9.1. Approval of financial statement for the trading year 2011;
9.2. Approval of the Board report on the Company activity in 2011;
9.3. 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 2011 and the Board motion concerning the use of profit for the financial year 2011;
9.4. Passing the vote of approval on the fulfilment of duties by the members of the Company Board in the financial year 2011;
9.5. Passing the vote of approval on the fulfilment of duties by the members of the Supervisory Board in the financial year 2011;
9.6. Use of profit for the financial year 2011;
10. Closing the assembly.
The list of resolutions made at KRAKCHEMIA S.A. Ordinary General Shareholders Meeting of April 10, 2012
Resolution No 1 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Tomasz Świerczyński as the Chairperson of the Meeting”
Resolution No 2 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves, acting on the basis of art.420 § 3 of CCC, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
Resolution No 3 in the wording:
“KRAKCHEMIA S.A (with a seat in Kraków) Ordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition”:
- Mariusz Wojdon,
- Włodzimierz Oprzędek,
- Sebastian Dulewicz.”
Resolution No 4 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting adopts the agenda presented.”
Resolution No 5 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting approves the financial report for the financial year 2011, which is composed of:
1. the financial situation statement compiled for the 31st of December, 2011, which on the asset and the liabilities with own equity side amounts to 153.682.872,32 PLN.
2. Total income statement for the period from 1st of January until 31st December 2011, presenting a net profit from total income amounting to 6.959.860,78 PLN
3. the financial flow account for the accounting year from 1st January until 31st December 2011, presenting an increase of cash and credit in the current account by 1.940.094,29 PLN.
4. Own equity changes for the financial year from 1st January until 31st December 2011 presenting an increase in own capital by the amount of 6.959.860,78 PLN.
5. additional information upon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2011”
Resolution No 6 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting approves the Board report on the Company activity for the accounting year 2011”
Resolution No 7 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting approves the Supervisory Board report on the review of : the Company financial statement and the Board report on the Company activity for the accounting year 2011 and the Company Board motion regarding the use of profit for the accounting year 2011.”
Resolution No 8 in the wording:
“KRAKCHEMIA S.A Ordinary 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 2011.”
Resolution No 9 in the wording:
“KRAKCHEMIA S.A Ordinary 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 2011.”
Resolution No 10 in the wording:
“KRAKCHEMIA S.A Ordinary 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 2011.”
Resolution No 11 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms. Barbara Mazgaj a vote of approval on the fulfilment of duties as the Deputy Chairwoman of the Supervisory Board in the financial year 2011.”
Resolution No 12 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms. Ilona Malik a vote of approval on the fulfilment of duties as the Supervisory Board Secretary in the financial year 2011.”
Resolution No 13 in the wording:
“KRAKCHEMIA S.A Ordinary 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 2011.”
Resolution No 14 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Marek Kłuciński a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 26, 2011 to December 31, 2011.”
Resolution No 15 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Ms Elżbieta Wyrobiec a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 26, 2011 to December 31, 2011.”
Resolution No 16 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Grzegorz Pilch a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2011 to January 26, 2011.”
Resolution No 17 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Łukasz Magiera a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2011 to January 26, 2011.”
Resolution No 18 in the wording:
“KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to adjourn till 13:55”
Resolution No 19 in the wording:
KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves, acting on the basis of art.395 § 2 item 2 and art. 348 of CCC, as well as on the basis of §6 para 6 and 7 of the Company articles, resolves:
1. Divide the Company net profit for 2011, in the amount of 7.004.343,86 PLN, in the following manner :
1.1. Part of the Company net profit for 2011, amounting to 3.500.000,00 PLN is resolved to be distributed among the shareholders through paying out the dividend in accordance with item 2 as follows.
1.2. The remaining part of the Company net profit for the trading year 2011, in the amount of 3.504.343,86 PLN, is destined for the Company reserve equity.
2. The dividend, mentioned in item 1 above, in the total amount of 3.500.000,00 PLN shall be paid out to shareholders in the following manner:
2.1. The dividend covers all shares issued by the Company i.e. 10.000.000 shares.
2.2. The dividend amounts to 0,35 PLN per share.
2.3. The list of shareholders entitled to the dividend shall be established on June 29, 2012 (the dividend day).
2.4. The dividend paying out date is July 13, 2012.”
Krakchemia S.A. Supervisory Board Report for the year 2011
Concise assessment of KRAKCHEMIA S.A. situation compiled by the Supervisory Board for the General Shareholders Meeting of the Company in the accounting year 2011
