PL

The resolutions adopted by the Ordinary General Meeting of Shareholders of Grupa Kęty S.A. on 12 May 2016

The Management Board of Grupa Kęty S.A. hereby presents the resolutions adopted by the Ordinary General Meeting of Shareholders of Grupa Kęty S.A. on 12 May 2016.

RESOLUTION NO. 1/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 1 of the Polish Code of Commercial Companies, the Accounting Act of 29 September 1994 and § 30 Clause 1 item 1 of the Company’s Articles of Association, after examination, hereby approves of the financial statements for 2015, including:

  • the Company’s balance sheet as at 31 December 2015 disclosing the balance sheet total of assets and of equity and liabilities of 944,775 thousand PLN;
  • the income statement for the period from 1 January 2015 to 31 December 2015 disclosing net profit of 150,821 thousand PLN;
  • the statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 disclosing comprehensive income of 148,117 thousand PLN;
  • the statement of changes in equity for the period from 1 January 2015 to 31 December 2015 disclosing the increase in equity by 16,750 thousand PLN;
  • the cash flow statement for the period from 1 January 2015 to 31 December 2015 disclosing an increase in net cash by 7,122 thousand PLN;
  • complementary information and explanations to the financial statements;

and approves of the Management Board’s report on the Company’s operations in 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 2/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 5 of the Polish Code of Commercial Companies, the Accounting Act of 29 September 1994 and § 30 Clause 1 item 1 of the Company’s Articles of Association, after examination, hereby approves of the Capital Group’s consolidated financial statements for 2015, including:

  • the consolidated balance sheet of the Capital Group as at 31 December 2015 disclosing the balance sheet total of assets and of equity and liabilities of 1,958,692 thousand PLN;
  • the consolidated income statement for the period from 1 January 2015 to 31 December 2015 disclosing net profit attributable to the shareholders of the parent company of  209,813 thousand PLN;
  • the consolidated statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 disclosing comprehensive income of  202,885 thousand PLN;
  • the statement of changes in consolidated equity for the period from 1 January 2015 to 31 December 2015 disclosing the increase in equity by 75,611 thousand PLN;
  • the consolidated cash flow statement for the period from 1 January 2015 to 31 December 2015 disclosing the increase in net cash by 6,274 thousand PLN;
  • complementary information and explanations to the financial statements;

and approves of the report on the Capital Group’s operations in 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 3/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 348 § 1 and Article 395 § 2 item 2 of the Polish Code of Commercial Companies and § 30 Clause 1 item 2 and § 36 of the Company’s Articles of Association, hereby decides to distribute the Company’s net profit for 2015 amounting to 150,821,060.75 PLN (one hundred and fifty million eight hundred and twenty one thousand sixty zloty and 75/100) as follows:

  • the amount of 150,313,718.70 PLN (one hundred and fifty million three hundred and thirteen thousand seven hundred and eighteen zloty and 70/100) for the payment of the dividend to shareholders;
  • the amount of 507,342.05 PLN (five hundred and seven thousand three hundred and forty two zloty and 05/100) for the reserve capital.

2. The total amount of the dividend to be paid to shareholders is 170,166,474.00 PLN (one hundred and seventy million one hundred and sixty six thousand four hundred and seventy four zloty and 00/100). To this end, a portion of the reserve capital, i.e. retained earnings, amounting to 19,852,755.30 PLN (nineteen million eight hundred and fifty two thousand seven hundred and fifty five zloty and 30/100), will be transferred and allocated for the payment of the dividend.

The dividend day (the date when the right to divided is determined) is 15 July 2016, and the dividend payment dates are as follows: 5 August (61, 449,004.50 PLN) and 7 December 2016 (108,717,469.50 PLN).

3. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 4,830,838 votes for the resolution, with no votes against and 412,072 abstentions.

RESOLUTION NO. 4/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Dariusz Mańko, the President of the Management Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 5/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Adam Piela, a Member of the Management Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 6/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Maciej Matusiak, a Member of the Supervisory Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 7/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Szczepan Strublewski, a Member of the Supervisory Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 8/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Jerzy Surma, a Member of the Supervisory Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 9/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Jerzy Marciniak, a Member of the Supervisory Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 10/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies and § 30 Clause 1 item 3 of the Company’s Articles of Association, hereby discharges Mr. Paweł Niedziółka, a Member of the Supervisory Board, for due performance of his duties in the financial year 2015.

2. The resolution shall come into force upon its adoption.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,237,618 votes for the resolution, with no votes against and 5,292 abstentions.

RESOLUTION NO. 11/16
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF GRUPA KĘTY S.A. of 12 May 2016

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 430 § 1 of the Polish Code of Commercial Companies and § 30 Clause 1 item 5 of the Company’s Articles of Association, hereby amends the Company’s Articles of Association as follows:

a) The following item 14 shall be added in § 6 Clause 1:

14) Manufacture of bodies (coachwork) for motor vehicles; manufacture of trailers and semi-trailers – PKD 29.20.Z

b) § 16 of the Articles of Association shall be as follows:

1. A representative of the Supervisory Board delegated from among its members shall enter into, terminate and amend contracts with members of the Company’s Management Board on behalf of the Company. The same procedure shall apply to any other acts concerning legal relationships between members of the Management Board and the Company.

2. Members of the Management Board must obtain the consent of the Supervisory Board to become members of management boards or supervisory boards of companies outside the Company’s Capital Group.

c) § 17 Clause 5 letter b) shall be as follows:

b) no connections with shareholders, due to the fact that a member of the Supervisory Board:

  • is not connected with any shareholder by virtue of a contract of employment or any other civil law contracts which result in his/her dependency;
  • is not an owner or co-owner and is not a member of managing or supervisory authorities of entities which are shareholders of the Company or of an entity from its capital group;
  • is not connected in any other actual and significant way with any shareholder holding at least 5 % of total votes at the General Meeting of Shareholders.

d) § 21 Clause 2 items 4 and 5 shall be as follows:

4. submitting to the General Meeting of Shareholders an assessment of the Company’s situation and other assessments, particularly regarding the Company’s sponsoring and charity activities and the fulfilment of the Company’s disclosure obligations;

5. presenting the report on the Supervisory Board’s activities to the General Meeting of Shareholders.

e) The following item 14 shall be added in § 21 Clause 3:

14) entering into a material agreement with a shareholder holding at least 5 % of total votes at the General Meeting of Shareholders, or with an entity related to such a shareholder, except for typical agreements concluded at arm’s length as part of the Company’s operations with companies of the Company’s Capital Group.

2. The resolution shall come into force upon its adoption, and shall become effective on the date of the registration of the amendments in the National Court Register.

The number of shares for which valid votes were cast amounted to 5,242,910, which accounts for 55.46 % of the Company’s share capital. The total number of valid votes amounted to 5,242,910, including 5,242,910 votes for the resolution, with no votes against and no abstentions.

The Ordinary General Meeting of Shareholders discussed all items from the planned agenda. No objections to the minutes were reported during the Ordinary General Meeting of Shareholders.

Legal basis: §38 Clause 1 items 7 to 9 of the Decree of the Minister of Finance dated 19 February 2009 concerning the publication of current and periodic information by issuers of securities (…) as amended.