resolutions passed by the ordinary general meeting of ......2017/06/07 · dated june 7th, 2017...

Resolutions passed by the Ordinary General Meeting of

Elemental Holding S.A. on June 7 th, 2017

Resolution no. 1

of the Ordinary General Meeting of the following company:

ELEMENTAL HOLDING Spółka Akcyjna [a joint-stock company] with the seat in Grodzisk

Mazowiecki

dated June 7 th, 2017

regarding: election of the Chair of the Ordinary General Meeting

Acting under Art. 409 § 1 in relation to Art. 414 of the Commercial Companies Code as well

as § 13 and § 15 of the Rules and Regulations of the General Meeting of ELEMENTAL

HOLDING S.A., the Company’s Ordinary General Meeting decides as follows:

§ 1

Mr. Przemysław Szymański is elected Chair of the General Meeting.

§ 2

The resolution enters into force the moment it is passed.

70 457 427 (Seventy million four hundred and fifty seven thousand four hundred and twenty seven)

shares, which constitutes 41.33% (forty one whole and thirty three hundred percent) of the share capital

with the total number of valid votes equaling 70 457 427 (Seventy million four hundred and fifty

seven thousand four hundred and twenty seven)

The resolution was passed by the following majority of votes: 70 457 427 (Seventy million four

hundred and fifty seven thousand four hundred and twenty seven) votes FOR, 0 ABSTAIN votes

and 0 votes AGAINST.

*

Resolution no. 2



Mazowiecki

dated June 7th, 2017

regarding: refraining from the election of a Returning Committee

The Company’s Ordinary General Meeting decides as follows: ------------------------

§ 1

To refrain from the election of a Returning Committee.-----------------------------------------------

--

§ 2

The resolution enters into force the moment it is passed. ---------------------------------------------

----








*

Resolution no. 3



Mazowiecki


regarding: accepting the agenda of the Ordinary General Meeting

Acting under Art. 414 of the Commercial Companies Code, the Company’s Ordinary General

Meeting decides as follows:-----------------------------------------------

§ 1

The Company’s Ordinary General Meeting, which takes place on June 7th 2017 accepts the

following agenda:---------------------------------------------------------

1. Opening the Ordinary General Meeting.-----------------------------------

2. Election of the Chair of the Ordinary General Meeting. --------------

3. Ascertaining the correctness of calling the Ordinary General Meeting and its ability to pass

resolutions. -------------------------------------------

4. Election of a Returning Committee. ---------------------------------------------------------

5. Accepting the agenda of the Ordinary General Meeting.----------------

6. Presentation and review of the following documents:-----------------------------------------------

----------

a) a statement of the Company’s activity prepared by the Management Board and a statement

of activity of the Company’s Capital Group in the fiscal year ending on December 31st, 2016;-

--------------------------------------------------------------

b) the Company’s financial statement and a financial statement of the Company’s Capital Group

for the fiscal year ending on December 31st, 2016;

c) a petition of the Management Board with regard to covering the Company’s loss in the fiscal

year ending on December 31st, 2016;------------------------------

d) a statement of the Company’s Supervisory Board for the fiscal year ending on December

31st, 2016 which covers a statement of assessment results concerning: the statement of the

Company’s activity prepared by the Management Board, the consolidated statement of the

Capital Group’s activity prepared by the Management Board, the Company’s financial

statement, the consolidated financial statement of the Capital Group and the petition of the

Management Board with regard to covering the Company’s loss in the fiscal year ending on

December 31st, 2016.----------------------------------

7. Passing resolutions regarding the following matters:------------------------------------------------

------------

a) approval of the statement of the Company’s Supervisory Board for the fiscal year ending on

December 31st, 2016 which covers a statement of assessment results concerning: the statement

of the Company’s activity prepared by the Management Board, the statement of the Capital

Group’s activity prepared by the Management Board, the Company’s financial statement, the

consolidated financial statement of the Capital Group and the petition of the Management Board

with regard to covering the Company’s loss in the fiscal year ending on December 31st, 2016;-

---------------------------------

b) approval of the statement of the Company’s activity in the fiscal year ending on December

31st, 2016 prepared by the Management Board;------------------------------

c) approval of the Company’s financial statement for the fiscal year ending on December 31st,

2016;-----------------------------------------------

d) covering the Company’s loss in the fiscal year ending on December 31st, 2016;---------------

--------------------------------------------------------------------

e) approval of the statement of activity of the Company’s Capital Group in the fiscal year ending

on December 31st, 2016;------------------------------

f) approval of the financial statement of the Company’s Capital Group for the fiscal year ending

on December 31st, 2016;------------------------------

g) granting discharge to the Company’s Management Board Members for the fiscal year ending

on December 31st, 2016;----

h) granting discharge to the Company’s Supervisory Board Members for the fiscal year ending

on December 31st, 2016;----------------------------------------------------------------------------

i) changes in the Supervisory Board composition.----------------------------------------------

8. Any other business. -----------------------------------------------------------------

9. Closing the Ordinary General Meeting.------------------------

§ 2

The resolution enters into force the moment it is passed.----------------------------------------------

----








*

Resolution no. 4



Mazowiecki


regarding: approval of the statement of the Company’s Supervisory Board for the fiscal year

ending on December 31st, 2016 which covers a statement of assessment results concerning: the

statement of the Company’s activity prepared by the Management Board, the statement of the

Capital Group’s activity prepared by the Management Board, the Company’s financial

statement, the consolidated financial statement of the Capital Group and the petition of the

Management Board with regard to covering the Company’s loss in the fiscal year ending on

December 31st, 2016

Acting under Art. 393 item 1 and Art. 395 § 2 item 1 as well as Art. 395 § 5 of the Commercial

Companies Code, after reviewing the statement of the Company’s Supervisory Board for the

fiscal year ending on December 31st, 2015 which covers a statement of assessment results

concerning: the statement of the Company’s activity prepared by the Management Board, the

statement of the Capital Group’s activity prepared by the Management Board, the Company’s

financial statement, the consolidated financial statement of the Capital Group and the petition

of the Management Board with regard to covering the Company’s loss in the fiscal year ending

on December 31st, 2016, the Ordinary General Meeting of ELEMENTAL HOLDING S.A.

(“the Company”) decides as follows:-------------------

§ 1

The Company’s Ordinary General Meeting approves the statement of the Company’s

Supervisory Board for the fiscal year ending on December 31st, 2016 which covers a statement

of assessment results concerning: the statement of the Company’s activity prepared by the

Management Board, the statement of the Capital Group’s activity prepared by the Management

Board, the Company’s financial statement, the consolidated financial statement of the Capital

Group and the petition of the Management Board with regard to covering the Company’s loss

in the fiscal year ending on December 31st, 2016. ---------

§ 2


----








*

Resolution no. 5



Mazowiecki


regarding: approval of the statement of the Company’s activity in the fiscal year ending on

December 31st, 2016 prepared by the Management Board

Acting under Art. 393 item 1 and Art. 395 § 2 item 1 of the Commercial Companies Code, after

reviewing the statement of the Company’s activity in the fiscal year ending on December 31st,

2016 prepared by the Management Board, the Ordinary General Meeting of ELEMENTAL

HOLDING S.A. (“the Company”) decides as follows:------------------------------------------------

--------

§ 1

The Company’s Ordinary General Meeting approves the statement of activity of ELEMENTAL

HOLDING S.A. in the fiscal year ending on December 31st, 2015 prepared by the Management

Board. ---------------------------------------

§ 2


---








*

Resolution no. 6



Mazowiecki


regarding: approval of the Company’s financial statement for the fiscal year ending on

December 31st, 2016

Acting under Art. 393 item 1 and Art. 395 § 2 item 1 of the Commercial Companies Code, after

reviewing the Company’s financial statement for the fiscal year ending on December 31st,

2015, the Ordinary General Meeting of ELEMENTAL HOLDING S.A. (“the Company”)

decides as follows:-------------------------

§ 1

The Company’s Ordinary General Meeting approves the Company’s financial statement for the

fiscal year ending on December 31st, 2016, which covers:------------------------------

1. a financial standing statement prepared as of December 31st, 2016, whose total assets and

liabilities amount to 373.476 thousand PLN (three hundred seventy three thousand four hundred

seventy six thousand Polish zlotys);----------------------------------------------------------------------

--------------

2. a profit and loss statement for the period from January 1st, 2016 to December 31st, 2016,

which shows a net loss of 3.945 thousand PLN (three million nine hundred forty five thousand

Polish zlotys);--------------------------

3. Statement of Comprehensive Income as at 31 December 2016, which equals net start-up for

the period from 1 January 2016 to 31 December 2016,---------------------------------------

4. a statement of changes in the equity for the period from January 1st, 2016 to December 31st,

2016, which shows an increase in the equity by 4,018 thousand PLN (four milion eighteen

thousand Polish zlotys);----------------------------------------------------------------------------

5. a cash flow statement for the fiscal year from January 1st, 2016 to December 31st, 2016,

which shows negative net cash flows of 16.936 thousand PLN (sixteen million nine hundred

thirty six thousand Polish zlotys);-----------------------------------------------------------------

6. additional information about the adopted principles of accounting and other explanatory

notes.-------------------------------------------------------------------

§ 2


----








*

Resolution no. 7



Mazowiecki


regarding: covering the Company’s loss in the fiscal year ending on December 31st, 2016

Acting under Art. 395 § 2 item 2 of the Commercial Companies Code and in response to the

petition of the Management Board, the Ordinary General Meeting of ELEMENTAL

HOLDING S.A. (“the Company”) decides as follows:--------------

§ 1

The Company’s Ordinary General Meeting decides to cover the net loss of 3.945 thousand

PLN (one million seven hundred ninety eight thousand Polish zlotys) that arose in the fiscal

year ending on December 31st, 2016. The loss shall be covered using profits to be earned by

the Company in the next fiscal years.------------------------------------

§ 2


----








*

Resolution no. 8



Mazowiecki


regarding: approval of the statement of activity of the Company’s Capital Group in the fiscal

year ending on December 31st, 2016

Acting under Art. 395 § 5 of the Commercial Companies Code, after reviewing the statement

of activity of the Company’s Capital Group in the fiscal year ending on December 31st, 2016

prepared by the Management Board, the Ordinary General Meeting of ELEMENTAL

HOLDING S.A. (“the Company”) decides as follows:-------------------

§ 1

The Company’s Ordinary General Meeting approves the statement of activity of ELEMENTAL

HOLDING S.A. Capital Group in the fiscal year ending on December 31st, 2016 prepared by

the Management Board. ------

§ 2


----








*

Resolution no. 9



Mazowiecki


regarding: approval of the consolidated financial statement of the Company’s Capital Group

for the fiscal year ending on December 31st, 2016

Acting under Art. 395 § 5 of the Commercial Companies Code, after reviewing the consolidated

financial statement of ELEMENTAL HOLDING S.A. Capital Group for the fiscal year ending

on December 31st, 2016 prepared by the Management Board, the Ordinary General Meeting of

ELEMENTAL HOLDING S.A. (“the Company”) decides as follows: -----------------------------

------------------------------------------------------------

§ 1

The Company’s Ordinary General Meeting approves the consolidated financial statement of

ELEMENTAL HOLDING S.A. Capital Group for the fiscal year ending on December 31st,

2015, which covers:-----------------------------------------------

1. a consolidated statement of financial standing prepared as of December 31st, 2016, whose

total assets and liabilities amount to 680.794 thousand PLN (six hundred eighty million seven

hundred ninty four thousand Polish zlotys);---------------------------------------------------

2. a consolidated statement of total income for the fiscal year from January 1st, 2016 to

December 31st, 2016, which shows a net profit of 55,402 thousand PLN (fifty five million four

hundred two thousand Polish zlotys) (including the profit due to the parent company’s

shareholders: 50 758 thousand PLN – fifty million seven hundred fifty eight thousand Polish

zlotys) and total comprehensive income of 57 102 thousand PLN (fifty seven million hundert

two thousand Polish zlotys) (including the total income due to the parent company’s

shareholders: 52 458 thousand PLN – fifty two million four hundred fifty eight thousand Polish

zlotys);

3. a consolidated statement of changes in the equity for the fiscal year from January 1st, 2016

to December 31st, 2016, which shows an increase in the equity by 95 586 thousand PLN (ninety

five million five hundred eighty six thousand Polish zlotys);-----------------------------------------

-----------------------------------

4. a consolidated statement of cash flows for the fiscal year from January 1st, 2016 to December

31st, 2016, which shows negative net cash flows of 15 807 thousand PLN (fifteen million eight

hundred seven thousand Polish zlotys);-------------------------------------

5. additional information about the adopted principles of accounting and other explanatory

notes.--------------------------------------------------------------

§ 2

The resolution enters into force the moment it is passed.








*

Resolution no. 10



Mazowiecki


regarding: granting discharge to Mr. Paweł Jarski for the fiscal year ending on December 31st,

2016

Acting under Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code, the

Ordinary General Meeting of ELEMENTAL HOLDING S.A. (“the Company”) decides as

follows:---------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Paweł Jarski for meeting

the obligations of the President of the Company’s Management Board for the period during

which he fulfilled the function in the fiscal year ending on December 31st, 2016.----------------

--

§ 2


----








*

Resolution no. 11



Mazowiecki


regarding: granting discharge to Mr. Jarosław Michalik for the fiscal year ending on December

31st, 2016



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Jarosław Michalik for

meeting the obligations of the Vice-President of the Company’s Management Board for the

period during which he fulfilled the function in the fiscal year ending on December 31st, 2016.-

-------------------------------------------------------------------

§ 2


----








*

Resolution no. 12



Mazowiecki


regarding: granting discharge to Ms. Anna Kostro for the fiscal year ending on December 31st,

2016



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Ms. Anna Kostro for meeting

the obligations of the Company’s Management Board Member for the period during which he

fulfilled the function in the fiscal year ending on December 31st, 2016.----------------------------

----------------------------------------

§ 2


----








*

Resolution no. 13



Mazowiecki


regarding: granting discharge to Ms. Marta Rutkowska for the fiscal year ending on December

31st, 2016



follows:---------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Ms. Marta Rutkowska for

meeting the obligations of the Company’s Supervisory Board Member for the period during

which she fulfilled the function in the fiscal year ending on December 31st, 2016.---

§ 2


----








*

Resolution no. 14



Mazowiecki


regarding: granting discharge to Ms. Agata Jarska for the fiscal year ending on December 31st,

2016



follows:---------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Ms. Agata Jarska for meeting

the obligations of the Company’s Supervisory Board Member for the period during which she

fulfilled the function in the fiscal year ending on December 31st, 2016.---

§ 2


----








*

Resolution no. 15



Mazowiecki


regarding: granting discharge to Ms. Sylwia Błaszczak for the fiscal year ending on December

31st, 2016



follows:---------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Ms. Sylwia Błaszczak for


which he fulfilled the function in the fiscal year ending on December 31st, 2016.---

§ 2


----








*

Resolution no. 16



Mazowiecki

dated June 22nd, 2016

regarding: granting discharge to Mr. Wojciech Napiórkowski for the fiscal year ending on

December 31st, 2015



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Wojciech Napiórkowski for


which he fulfilled the function in the fiscal year ending on December 31st, 2016.---

§ 2


----








*

Resolution no. 17



Mazowiecki


regarding: granting discharge to Mr. Marek Piosik for the fiscal year ending on December 31st,

2016



follows:---------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Marek Piosik for meeting

the obligations of the Company’s Supervisory Board Member for the period during which he

fulfilled the function in the fiscal year ending on December 31st, 2016.----------------------------

----------------------------------------

§ 2


----








*

Resolution no. 18



Mazowiecki


regarding: granting discharge to Mr. Paweł Błaszczak for the fiscal year ending on December

31st, 2016



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Paweł Błaszczak for



----------------------------------------------------

§ 2


----








*

Resolution no. 19



Mazowiecki

dated June 22nd, 2016

regarding: granting discharge to Mr. Tomasz Malinowski for the fiscal year ending on

December 31st, 2016



follows: -------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Tomasz Malinowski for



----------------------------------------------------

§ 2


----








*

Resolution no. 20



Mazowiecki


regarding: granting discharge to Mr. Aleksander Baryś for the fiscal year ending on December

31st, 2016



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Aleksander Baryś for


which he fulfilled the function in the fiscal year ending on December 31st, 2016.

§ 2


----








*

Resolution no. 21



Mazowiecki


regarding: granting discharge to Mr. Rafał Bator for the fiscal year ending on December 31st,

2016



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Mr. Rafał Bator for meeting the

obligations of the Company’s Supervisory Board Member for the period during which he

fulfilled the function in the fiscal year ending on December 31st, 2016.

§ 2


----








*

Resolution no. 22



Mazowiecki


regarding: granting discharge to Ms. Zuzanna Benincasa for the fiscal year ending on December

31st, 2015



follows: --------------------------------------

§ 1

The Company’s Ordinary General Meeting grants discharge to Ms. Zuzanna Benincasa for


which he fulfilled the function in the fiscal year ending on December 31st, 2016. ----------------

---------------------------------

§ 2


----








*

Resolution no. 23



Mazowiecki


regarding: appointing a Member of the Company’s Supervisory Board

Acting under Art. 385 § 1 of the Commercial Companies Code and § 11 par. 2 item 11 of the

Company deed, the Ordinary General Meeting of ELEMENTAL HOLDING S.A. (“the

Company”) decides as follows: -----------------------

§ 1

The Company’s Ordinary General Meeting appoints Ms. Krzysztof Szymański as a Member of

the Company’s Supervisory Board. ----------------------------------------------------------------------

-----------

§ 2


----

92,834,214 (ninety two million eight hundred thirty four thousand two hundred fourteen) shares

were validly voted, which constitutes 54.46% (fifty four point forty six percent) of the share

capital with the total number of valid votes equaling 92,834,214 (ninety two million eight

hundred thirty four thousand two hundred fourteen).------------------------------------------------

The resolution was passed by the following majority of votes: 84,319,214 (eighty four million

three hundred nineteen thousand two hundred fourteen) votes FOR, 0 ABSTAIN votes and

8,515,000 (eight million five hundred fifteen thousand) votes AGAINST.-------------------------

-------------

Legal basis:

1) Art. 56 par. 1 item 2) of the Act dated July 29th, 2005 on public offering, conditions

governing the introduction of financial instruments to organized trading and public companies

(Journal of Laws: Dz.U.2013.1382);

2) § 38 par. 1 item 7) of the Regulation of the Minister of Finance dated February 19th, 2009

concerning current and periodic information submitted by issuers of securities and conditions

of classifying as equivalent the information required by the law of a non-member state (Journal

of Laws: Dz.U.2014.133).

resolutions passed by the ordinary general meeting of ......2017/06/07 · dated june 7th, 2017...

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