The agenda of The Extraordinary General Shareholders Meeting KRAKCHEMIA S.A. of July 16, 2013
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. Passing the resolution on the Company shares redemption;
8. Passing the resolution on lowering the Company equity capital;
9. Passing the resolution concerning the change in § 4 para. 2, § 5 para. 2 and § 5 para. 3 item 3.3
10. Passing the resolutions concerning the authorization of the Supervisory Board to determine a uniform wording of the Company Articles.
11. Closing the meeting.
The list of resolutions made at KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting of July 16, 2013
Resolution No 1 in the following wording:
„ KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting selects the Chairman of the Meeting + Mr. Tomasz Świerczyński.”
Resolution No 2 in the following wording:
„ KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting approves of renouncing the ballot on adopting the resolution on annulling the secret ballot on the selection of members of the Returning Officers Panel”
Resolution No 3 in the following wording:
„ KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition:
- Sebastian Dulewicz,
- Włodzimierz Oprzędek,
- Andrzej Zdebski.”
Resolution No 4 in the following wording:
„ KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting adopts the proposed agenda of the meeting”.
Resolution No 5 in the following wording:
„1. KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting acting upon art. 359 § 2 of Commercial Companies Code and § 4 para. 5 of the Company Articles redeems a part of the Company shares i.e. 1.000.000 (one million) ordinary a vista Company shares of the face value per 1,00 (one) PLN each, marked with the securities code ISIN PLKRKCH00019, which the Company purchased with the shareholders` consent through the share purchase offer directed to all its shareholders and announced by the Company in the days from 16 to 23 May 2013 on the basis and through execution of the Resolution No 24 adopted by the Company Ordinary General Meeting of April 16, 2013.
2. The decrease of the Company equity capital resulting from the shares redemption described above, will ensue through the changes in the Company Articles without keeping the convocational procedure, mentioned in art. 456 § 1 of the Commercial Companies Code, and in accordance with art. 360 § 2 item 2 of the Commercial Companies Code, as the shareholders` remuneration by virtue of their redemption was paid from the amount, which in accordance with art. 348 § 1 of the Commercial Companies Code could be destined for distribution.
3. Redemption of the shares ensues through lowering the equity capital by the amount of 1.000.000,00 (one million) PLN corresponding to the total face value of the redeemed shares, that is from the hitherto amount of 10.000.000,00 (ten million) PLN to the amount of 9.000.000,00 (nine million) PLN.
4. The redemption of shares shall ensue with the moment of registering by the court register of the reduction of the equity capital. The reduction of equity capital shall ensue by virtue of a separate resolution”
Resolution No 6 in the following wording:
„KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting. In connection with adoption by today`s Meeting of the resolution No 5 on redemption of the Company shares, resolves to :
1. Decrease the Company equity capital from the amount of 10.000.000,00 (ten million) PLN down to the amount of 9.000.000,00 (nine million) PLN i.e. by the amount of 1.000.000,00 (one million) PLN through redemption of 1.000.000 KRAKCHEMIA S.A. ordinary a vista shares of the face value 1,00 (one PLN ) each, described in detail in Resolution No 5 of this General Meeting.
2. In connection with item 1 of this resolution, change the paragraph 4 item 1 of the Company Articles in such a way, that it receives a new wording as follows:
„The Company equity capital amounts to 9.000.000,00 (nine million) PLN and is divided into 9.000.000 (nine million) ordinary a vista shares of face value of 1 (one) PLN each.
3. The aim of reducing the equity capital is the execution of the resolution adopted by this Company General Meeting on redeeming its own shares by the Company, i.e. adjusting the value of the Company equity capital to the number of Company shares, which is left after the redemption of 1.000.000 ordinary a vista shares. Lowering the equity capital will ensue without the convocational procedure, which is mentioned in art. 456 §1 of the Commercial Companies Code
4. Lowering the equity capital shall ensue with the moment of its registration in the proper court registry”
Resolution No 7 in the following wording:
„KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting changes the Company Articles in the following way:
a) in paragraph 4 of the Company Articles, item 2 obtains the following wording:
„At the establishment of the Company, 5.000.000 (five million) ordinary a vista shares of A series and of face value of 1 (one) PLN each, bearing the numbers from 0000001 to 5000000 were taken over through the conversion of the Limited Company into a joint stock company, which is mentioned in § 1 item 4 of the Company Articles through joining the Company by one Partner with shares corresponding to his entire stake.”;
b) in paragraph 5 of the Company Articles, in item 2 a new point is added - 2.16 – in the following wording:
„If the Supervisory Board is composed of no more than 5 (five) members, in the scope where the legal regulations stipulate establishing the committee of audit, the tasks of the committee of audit are executed by the entire Supervisory Board”;
c) in paragraph 5 of the Company Articles in item 3, the point 3.3 receives the following wording:
„General Meeting is opened by the Chairman of the Supervisory Board or his/her deputy. In the absence of the above-mentioned, the general meeting is opened by the Company Board Chairman or by the person appointed by the Board”.
Resolution No 8 in the following wording:
„ KRAKCHEMIA S.A. Extraordinary General Shareholders Meeting authorises the Company Supervisory Board to determine a uniform wording of the Company Articles taking into consideration the changes adopted by the General Meeting of 16 July 2013.”
The agenda of The Ordinary General Shareholders Meeting KRAKCHEMIA S.A. of April 16, 2013
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 2012.
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 2012 and the Company Board
motion concerning the use of profit for the financial year 2012 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 2012;
9.2. Approval of the Board report on the Company activity in 2012;
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 2012 and the Board
motion concerning the use of profit for the financial year 2012;
9.4. Passing the vote of approval on the fulfilment of duties by the members of the Company
Board in the financial year 2012;
9.5. Passing the vote of approval on the fulfilment of duties by the members of the
Supervisory Board in the financial year 2012;
9.6. Use of profit for the financial year 2012;
9.7. Determination of the number of the Supervisory Board members for the new term;
9.8. Appointing the members of the Supervisory Board for the new term;
9.9 Authorizing the Company Board purchase own shares with the aim of their redemption.
10. Closing the assembly.
The list of resolutions made at KRAKCHEMIA S.A. Ordinary General Shareholders Meeting of April 16, 2013
Resolution No 1 in the wording :
“KRAKCHEMIA S.A Ordinary 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 Ordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition :
- Sebastian Dulewicz,
- Włodzimierz Oprzędek,
- Andrzej Zdebski.”
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 2012, which is composed of:
1. the financial situation statement compiled for the 31st of December, 2012, which on the asset and the liabilities with own equity side amounts to 177 417 604,19 PLN;
2. total income statement for the period from 1st of January until 31st December 2012, presenting a net profit from total income amounting to 10 801 791,71 PLN.
3. the financial flow account for the accounting year from 1st January until 31st December 2012, presenting a decrease of cash and credit in the current account by 27 469 870,09 PLN.
4. own equity changes for the financial year from 1st January until 31st December 2012 presenting an increase in own capital by the amount of 7 301 791,71 PLN.
5. additional informationupon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2012”.
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 2012.”
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 2012 and the Company Board motion regarding the use of profit for the accounting year 2012.”
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 2012.”
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 2012.”
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 2012.”
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 2012.”
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 2012.”
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 2012.”
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 financial year 2012.”
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 financial year 2012.”
Resolution No 16 in the wording :
“KRAKCHEMIA S.A. General Shareholders Meeting resolves to devote the entire net profit for the accounting year 2012 amounting to 10 238 258,79 PLN to the reserve equity of the Company.”
Resolution No 17 in the 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 5 people.”
Resolution No 18 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Ms Barbara Mazgaj as a member of the Supervisory Board.”
Resolution No 19 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Jerzy Mazgaj as a member of the Supervisory Board.”
Resolution No 20 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Mariusz Wojdon as a member of the Supervisory Board.”
Resolution No 21 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Marian Janicki as a member of the Supervisory Board.”
Resolution No 22 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Kazimierz Sowa as a member of the Supervisory Board.”
Resolution No 23 in the wording :
„ KRAKCHEMIA S.A. Ordinary General Shareholders Meeting resolves to implement the amendment in the project of the resolution concerning the authorization of the Company Board to purchase the Company own shares through crossing out in item 2 of the resolution the letter d) in the wording “d) one does not exclude purchasing the shares in the packet transactions.”
Resolution No 24 in the wording :
“KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of Art. 362 § 1 point 8) of the Commercial Companies Code, adopts the following:
1. KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of Art. 362 § 1 point 8) of the Commercial Companies Code, authorizes the Management Board to acquire own shares of the Company listed on the key market of the Giełda Papierów Wartościowych S.A. in Warsaw (hereinafter: the “GPW”), for the purpose of 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 1.000.010 (one million ten) shares of the nominal value of 1 PLN each.
b. Total price paid for the acquired shares shall not be less than 1 PLN (one zloty) per 1 (one) share, whereas total price paid for the acquired shares shall not exceed 10.200.102 (ten million two hundred thousand one hundred and two PLN) PLN i.e. 10.20 PLN (ten zloty twenty groszy per share.
c. Authorization granted to the Management Board to acquire own shares for the purpose of redemption shall cover the period starting from the day following the adoption of the resolution until December 31, 2013 however not longer that until exhaustion of the means designated for acquisition.
d. Shares acquisition through public summons shall not be excluded.
e. It is admissible to purchase the shares through the offers directed to all the Company shareholders.
f. Own shares acquisition can be financed from the amount which can be designated for distribution due to 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,
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 December 31,2013 or before exhaustion of the means designated for acquisition.
b. Resign from 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 own shares of the Company for the purpose of redemption in accordance with Sec. 1 and 2 of this resolution, including conclusion of contracts with brokerage offices regarding acquisition of shares by means of transactions within or beyond 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 within 4 month from this date, convene the General Assembly in order to adopt resolutions regarding redemption of the shares and decrease of the Company’s share capital.
6. General Meeting resolves on creation of the reserve equity in the amount of 10.200.102 PLN (ten million two hundred thousand one hundred and two PLN )destined for purchasing the Company`s own shares. The above-mentioned reserve equity will be formed as a result of transfer into the equity of the amount of 10.200.102 PLN (ten million two hundred thousand one hundred and two PLN) coming from the Company reserve equity, arising from the profit executed by the Company in the previous years.
7. The resolution is valid from the day it was passed onwards.”