PL

The resolutions adopted by the Ordinary General Meeting of Shareholders of Grupa Kęty S.A. on 31 May 2017

RESOLUTION NO. 1/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016, including:

  • the Company’s balance sheet as at 31 December 2016 disclosing the balance sheet total of assets and of equity and liabilities of 980,678 thousand PLN;
  • the income statement for the period from 1 January 2016 to 31 December 2016 disclosing net profit of 176,333 thousand PLN;
  • the statement of comprehensive income for the period from 1 January 2016 to 31 December 2016 disclosing comprehensive income of 182,875 thousand PLN;
  • the statement of changes in equity for the period from 1 January 2016 to 31 December 2016 disclosing the increase in equity by 21,603 thousand PLN;
  • the cash flow statement for the period from 1 January 2016 to 31 December 2016 disclosing the decrease in net cash by 2,951 thousand PLN;
  • complementary information and explanations to the financial statements;

and approves of the Management Board’s report on the Company’s operations in 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 2/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 Group’s consolidated financial statements for 2016, including:

  • the consolidated balance sheet of the Group as at 31 December 2016 disclosing the balance sheet total of assets and of equity and liabilities of 2,322,835 thousand PLN;
  • the consolidated income statement for the period from 1 January 2016 to 31 December 2016 disclosing net profit attributable to the shareholders of the parent company of  277,890 thousand PLN;
  • the consolidated statement of comprehensive income for the period from 1 January 2016 to 31 December 2016 disclosing comprehensive income of  287,790 thousand PLN;
  • the statement of changes in consolidated equity for the period from 1 January 2016 to 31 December 2016 disclosing the increase in equity by 126,518 thousand PLN;
  • the consolidated cash flow statement for the period from 1 January 2016 to 31 December 2016 disclosing the increase in net cash by 2,238 thousand PLN;

and approves of the report on the Group’s operations in 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 3/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 Code of Commercial Companies and § 30 Clause 1 item 2 and § 36 of the Company’s Articles of Association, hereby decides:

  1. to distribute the net profit of the Company for 2016 amounting to 176,333,398.14 PLN (one hundred and seventy six million three hundred and thirty three thousand three hundred and ninety eight złoty and 14/100) by allocating the total net profit to the payment of dividend to the shareholders;
  2. use the Company’s reserve capital by allocating the amount of 108,366,001.86 PLN (one hundred and eight million three hundred and sixty six thousand and one złoty and 86/100), which is part of the cash paid in to this capital from the Company’s retained earnings, for the payment of the dividend to the Company’s shareholders;
  3. allocate for the payment of the dividend to the Company’s shareholders the total amount of 284,699,400.00 PLN (two hundred and eighty four million six hundred and ninety nine thousand four hundred złoty and 00/100);
  4. due to the actuarial loss recorded in 2016 related to post-employment employee benefits amounting to 56,437.00 PLN (fifty six thousand four hundred and thirty seven złoty), to cover this loss from retained actuarial gains amounting to 147,159 PLN (one hundred and forty seven thousand one hundred and fifty nine złoty 00/100). To allocate the remaining amount of actuarial gains, i.e. 90,722.00 PLN (ninety thousand seven hundred and twenty two złoty and 00/100) to reserve capital.

The dividend day (the date when the right to divided is determined) shall be 24 August 2017, and the dividend payment date shall be 7 September 2017 (75,919,840.00 PLN) and 23 November 2017 (208.779.560,00 PLN).

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,127,990 votes for the resolution, 288,526 votes against the resolution, and 263,485 abstentions.

 

RESOLUTION NO. 4/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 5/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 6/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 7/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 8/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 9/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 10/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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 2016.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,674,709 votes for the resolution, 5,292 abstentions, and no votes against.

 

RESOLUTION NO. 11/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

1. The General Meeting of Shareholders of Grupa KĘTY S.A., acting pursuant to Article 385 § 1 of the Polish Code of Commercial Companies and § 17 Clause 2 of the Company’s Articles of Association, hereby appoints the following members of the Company’s Supervisory Board for the tenth term of office:

  • Mr Piotr Kaczmarek – 5,425,602 votes for, 253,405 votes against, 994 abstentions;
  • Mr Bartosz Kazimierczuk – 5,425,602 votes for, 253,405 votes against, 994 abstentions;
  • Mr Paweł Niedziółka – 5,425,602 votes for, 253,405 votes against, 994 abstentions;
  • Mr Wojciech Włodarczyk – 2,900,102 votes for, 253,405 votes against, 2,526,494 abstentions;
  • Mr Piotr Stępniak – 5,425,602 votes for, 253,405 votes against, 994 abstentions;
  • Mr Szczepan Strublewski – 5,137,076 votes for, 253,405 votes against, 289,520 abstentions.

 

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

The number of shares from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes cast for each candidate amounted to 5,680,001.

 

RESOLUTION NO. 12/17

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF GRUPA KĘTY S.A. of 31 May 2017

 

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) § 8 Clauses 1, 2 and 4 shall be as follows:

  1. The Company’s share capital shall amount to  23,724,950 PLN (twenty three million seven hundred and twenty four thousand nine hundred and fifty złoty).
  2. The share capital is divided into 9,489,980 (nine million four hundred and eighty nine thousand nine hundred and eighty) shares paid with cash with the nominal value of 2.50 PLN (two złoty fifty grosz) each.

4. The Company’s shares are as follows:

  1. 6,766,323 (six million seven hundred and sixty six thousand three hundred and twenty three) series A shares;
  2. 1,659,340 (one million six hundred and fifty nine thousand three hundred and forty) series B shares;
  3. 500,000 (five hundred thousand) series C shares;
  4. 300,000 (three hundred thousand) series D shares;
  5. 17,725 (seventeen thousand seven hundred and twenty five) series E shares;
  6. 198,600 (one hundred and ninety eight thousand six hundred) series F shares;
  7. 47,992 (forty seven thousand nine hundred and ninety two) series G shares.

Shares from successive issues shall be marked with subsequent letters of the alphabet.

 

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 from which valid votes were cast amounted to 5,680,001, which accounts for 59.85% of the Company’s share capital. The total number of valid votes amounted to 5,680,001, including 5,679,179 votes for the resolution, 822 votes against the resolution, 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 Polish Minister of Finance dated 19 February 2009 concerning the publication of current and periodic information by issuers of securities (…) as amended.