Resolutions adopted by the AGM of Magna Polonia S.A. on April 28, 2016
The Management Board of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 56(1)(2) of the Act on Public Offering – current and periodic information and Section 38(1)(5) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State (Journal of Laws of 2009, No. 33, item 259, as amended) (“Regulation”), publishes the resolutions adopted by the Annual General Meeting (AGM) on April 28, 2016.
Resolution No. 1
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on election of the chairperson of the General Meeting
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 409(1) of the Commercial Companies Code, Article 32(1) of the Company’s Statute and Section 6(3) of the “Regulations of General Meetings of Magna Polonia S.A.”, hereby resolves as follows:
§1.
The Annual General Meeting of the Company elects Katarzyna Miłek as the Chairperson of the General Meeting.
§2.
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 2
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on adoption of the agenda
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”) hereby resolves as follows:
§1.
The Annual General Meeting of the Company adopts the agenda on 28 April 28 2016, reading as follows:
1. Opening of the Annual General Meeting.
2. Election of the Chairperson of the Annual General Meeting.
3. Determination whether the Annual General Meeting has been convened correctly and is capable to adopt resolutions.
4. Adoption of the agenda of the Annual General Meeting.
5. Election of the Returning Committee.
6. Presentation and consideration of:
a) the Management Board’s report on activities of the Company in the financial year ended on 31 December 2015 and report on activities of the Company’s group in the financial year ended on 31 December 2015;
b) the Company’s financial statements for the financial year ended on 31 December 2015 and the consolidated financial statements of the Company’ group for the financial year ended on 31 December 2015;
c) the Management Board’s proposal on the coverage of loss incurred in the financial year ended on 31 December 2015;
d) the Supervisory Board’s report on results of the audit of the Company’s financial statements for the financial year ended on 31 December 2015, the consolidated financial statements of the Company’s group for the financial year ended on 31 December 2015, the Management Board’s report on the Company’s activities in the financial year ended on 31 December 2015, the report on activities of the Company’s group in the financial year ended on 31 December 2015 and the Management Board’s proposal on the coverage of loss incurred in the financial year ended on 31 December 2015.
7. Presentation of the Supervisory Board’s report on activities of the Supervisory Board in the financial year ended on 31 December 2015.
8. Adoption of a resolution on the approval of the Management Board’s report on activities of the Company in the financial year ended on 31 December 2015.
9. Adoption of a resolution on the approval of the Management Board’s report on activities of the Company’s group in the financial year ended on 31 December 2015.
10. Adoption of a resolution on the approval of the financial statements of the Company for the financial year ended on 31 December 2015.
11. Adoption of a resolution on the approval of the consolidated financial statements of the Company’s group for the financial year ended on 31 December 2015.
12. Adoption of a resolution on the coverage of loss incurred in the financial year ended on 31 December 2015;
13. Adoption of resolutions on granting a vote of approval to individual members of the Management Board exercising their duties in the financial year ended on 31 December 2015.
14. Adoption of resolutions on the approval of co-opted members of the Supervisory Board.
15. Adoption of resolutions on granting a vote of approval to individual members of the Supervisory Board exercising their duties in the financial year ended on 31 December 2015.
16. Adoption of resolutions on the appointment of members of the Supervisory Board for a new term of office.
17. Adoption of a resolution on granting consent for the sale of real property owned by the Company.
18. Adoption of a resolution on granting the Company consent to sign an annex to a loan agreement with a member of the Management Board.
19. Closing of the Annual General Meeting.
§2.
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 3
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on election of the returning committee
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Section 16 of the “Regulations of General Meetings of Magna Polonia S.A.”, hereby resolves as follows:
§1.
Due to a small number of shareholders present at the Annual General Meeting, the Annual General Meeting decides to withdraw from the election of the Returning Committee.
§2.
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 4
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the approval of the Management Board’s report on activities of the Company in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 393(1) and 395(2)(1) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, having considered the Management Board’s report on the Company’s activities in the financial year ended on 31 December 2015, hereby resolves as follows:
§ 1
The Annual General Meeting approves the Management Board’s report on activities of the Company in the financial year ended on 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 5
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the approval of the Management Board’s report on activities of the Company’s group in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 395(5) of the Commercial Companies Code, having considered the Management Board’s report on activities of the Company’s group in the financial year ended on 31 December 2015, hereby resolves as follows:
§ 1
The Annual General Meeting approves the Management Board’s report on activities of the Company’s group in the financial year ended on 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 6
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the approval of the financial statements of the Company for the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 393(1) and 395(2)(1) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, having considered the Company’s financial statements for the financial year ended on 31 December 2015, hereby resolves as follows:
§ 1
The Annual General Meeting approves the Company’s financial statements for the financial year ended on 31 December 2015, including:
1. the balance sheet as of 31 December 2015, showing the total assets and liabilities in the amount of PLN 53,349,436.38 (fifty-three million three hundred forty-nine thousand four hundred thirty-six zlotys and thirty-eight groszes);
2. the profit and loss account for the period from 1 October 2014 to 31 December 2015, showing a net loss in the amount of PLN 14,344,750.20 (fourteen million three hundred forty-four thousand seven hundred fifty zlotys and twenty groszes);
3. the statement of changes in equity, showing a decrease in equity by the amount of PLN 14,935,481.53 (fourteen million nine hundred thirty-five thousand four hundred eighty-one zlotys and fifty-three groszes);
4. the cash flow statement showing a decrease in cash for the period from 1 October 2014 to 31 December 2015 by the amount of PLN 462,656.48 (four hundred sixty-two thousand six hundred fifty-six zlotys and forty-eight groszes);
5. notes.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 7
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the approval of the consolidated financial statements of the Company’s group for the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 395(5) of the Commercial Companies Code, having considered the financial statements of the Company’s group for the financial year ended on 31 December 2015, hereby resolves as follows:
§1.
The Annual General Meeting approves the financial statements of the Company’s group for the financial year ended on 31 December 2015, including:
1. the consolidated statement of financial position as of December 31, 2015, showing the total assets and liabilities in the amount of PLN 56,680,560.63 (fifty-six million six hundred eighty thousand five hundred sixty zlotys sixty-three groszes);
2. the consolidated statement of comprehensive income for the financial year from 1 October 2014 to 31 December 2015, showing a net loss in the amount of PLN 19,796,391.80 (nineteen million seven hundred ninety-six thousand three hundred ninety-one zlotys and eighty groszes);
3. the consolidated statement of changes in equity for the financial year from 1 October 2014 to 31 December 2015, showing a decrease in equity by the amount of PLN 20,386,677.44 (twenty million three hundred eighty-six thousand six hundred seventy-seven zlotys and forty-four groszes);
4. the consolidated cash flow statement for the financial year from 1 October 2014 to 31 December 2015, showing a decrease in cash by the amount of PLN 1,056,756.13 (one million fifty-six thousand seven hundred fifty-six zlotys and thirteen groszes);
5. notes.
§2.
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 8
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the coverage of loss incurred in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”) hereby resolves as follows:
§ 1
The Annual General Meeting of the Company decides to cover the Company’s net loss for the financial year ended on 31 December 2015 in the amount of PLN 14,344,750.20 (fourteen million three hundred forty-four thousand seven hundred fifty zlotys and twenty groszes) with future profits.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 9
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Mirosław Janisiewicz a vote of approval, confirming the discharge of his duties as the President of the Company’s Management Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Mirosław Janisiewicz a vote of approval, confirming the discharge of his duties as the President of the Company’s Management Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 456,665 shares were cast, representing 3.28% of the share capital; of the 456,665 valid votes cast, 456,665 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted. The shareholder Mirosław Janisiewicz did not participate in the vote pursuant to Article 413 of the Commercial Companies Code.
Resolution No. 10
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Tom Ruhan a vote of approval, confirming the discharge of his duties as a Member of the Company’s Management Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Tom Ruhan a vote of approval, confirming the discharge of his duties as the Vice-President of the Company’s Management Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 7 July 2015 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 11
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the approval of co-opted members of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 19(3) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting approves the following members of the Supervisory Board: Mr Bogusław Piwowar and Mr Przemysław Wipler, co-opted onto the Supervisory Board by resolution of the Supervisory Board of 20 November 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 12
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Cezary Gregorczuk a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Cezary Gregorczuk a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,190,439 shares were cast, representing 30.10% of the share capital; of the 4,190,439 valid votes cast, 4,190,439 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted. The shareholder Cezary Gregorczuk did not participate in the vote pursuant to Article 413 of the Commercial Companies Code.
Resolution No. 13
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Sebastian Bogusławski a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Sebastian Bogusławski a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 20 November 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 14
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Tadeusz Pietka a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Tadeusz Pietka a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 20 November 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 15
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Mirosław Barszcz a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Mirosław Barszcz a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 16
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Mirosław Skrycki a vote of approval, confirming the discharge of his duties as the Chairman of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Mirosław Skrycki a vote of approval, confirming the discharge of his duties as the Chairman of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 1 October 2014 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 17
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Bogusław Piwowar a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Bogusław Piwowar a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 21 November 2015 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 18
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting Mr Przemysław Wipler a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board in the financial year ended on 31 December 2015
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Articles 392(1) and 395(2)(3) of the Commercial Companies Code and Article 30(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company grants Mr Przemysław Wipler a vote of approval, confirming the discharge of his duties as a Member of the Company’s Supervisory Board during the period of performing the function in the financial year ended on 31 December 2015, i.e. from 21 November 2015 to 31 December 2015.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 19
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the appointment of a Member of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 385(1) of the Commercial Companies Code and Article 19(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company appoints Mr Mirosław Skrycki as a Member of the Supervisory Board for a new, three-year joint term of office.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 20
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the appointment of a Member of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 385(1) of the Commercial Companies Code and Article 19(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company appoints Mr Przemysław Wipler as a Member of the Supervisory Board for a new, three-year joint term of office.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 21
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the appointment of a Member of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 385(1) of the Commercial Companies Code and Article 19(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company appoints Mr Bogusław Piwowar as a Member of the Supervisory Board for a new, three-year joint term of office.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 22
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the appointment of a Member of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 385(1) of the Commercial Companies Code and Article 19(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company appoints Mr Cezary Gregorczuk as a Member of the Supervisory Board for a new, three-year joint term of office.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,190,439 shares were cast, representing 30.10 % of the share capital; of the 4,190,439 valid votes cast, 4,190,439 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted. The shareholder Cezary Gregorczuk did not participate in the vote pursuant to Article 413 of the Commercial Companies Code.
Resolution No. 23
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on the appointment of a Member of the Supervisory Board
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 385(1) of the Commercial Companies Code and Article 19(1) of the Company’s Statute, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company appoints Mr Marian Szołuch as a Member of the Supervisory Board for a new, three-year joint term of office.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the secret ballot on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38% of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 24
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting consent for the sale of real property owned by the Company
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 393(4) of the Commercial Companies Code, hereby resolves as follows:
§ 1
1. The Annual General Meeting of the Company consents to the Company selling the premises owned by the Company, located in Warsaw at ul. Grzybowska 4 (four) apt. 96 (ninety-six) and two parking places in the garage located on the underground floor of the building at ul. Grzybowska 4 (four) in Warsaw, owned by the Company.
2. The above-mentioned property may be sold at a price not lower than PLN 2,350,000.00 (two million three hundred fifty thousand zlotys).
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Resolution No. 25
of the Annual General Meeting of the company under the business name of
Magna Polonia Spółka Akcyjna with its registered office in Warsaw
of 28 April 2016
on granting the Company consent to sign an annex to a loan agreement with a member of the Management Board.
The Annual General Meeting of the company under the business name of Magna Polonia Spółka Akcyjna with its registered office in Warsaw (“Company”), acting under Article 15(1) of the Commercial Companies Code, hereby resolves as follows:
§ 1
The Annual General Meeting of the Company consents to the Company signing an annex to the loan agreement referred to in Resolution No. 4 of the Extraordinary General Meeting of the Company of 25 August 2014, entered into between the Company and Mr Mirosław Janisiewicz, the President of the Management Board; under the annex, the deadline for loan repayment shall be set on 30 June 2017 and the interest rate on the loan shall be WIBOR 6M (subject to a monthly update on the last working day of the month) plus 4.00% (four percent) per year.
§ 2
The Resolution enters into force on the date of its adoption.
After a vote, it was established that in the open vote on the resolution, valid votes attached to 4,647,104 shares were cast, representing 33.38 % of the share capital; of the 4,647,104 valid votes cast, 4,647,104 votes were cast “for”; no votes “against” and no “abstaining” votes were cast; therefore, the above resolution was adopted.
Mirosław Janisiewicz – President of the Management Board
Tom Ruhan – Vice-President of the Management Board
28 april 2016
