The agenda of The Ordinary General Shareholders Meeting KRAKCHEMIA S.A. of June 27, 2016:
1. Opening the General Meeting.
2. Election 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. Electing the Returning Officers Panel: presenting the candidatures, passing the resolution on closing the Returning Officers Panel candidate list, passing the resolution of annulling the secret ballot in the matters concerning the choice of the Returning Officers Panel members; adopting the resolution on selecting the members of the above-mentioned panel.
5. Presenting and accepting the agenda.
6. Presenting and considering the Company Board report on the Company activity and the financial report of the Company for the financial year 2015.
7. Presenting the Supervisory Board report encompassing in particular (i) the review of the Company financial report, of the Company Board report on the Company activity for the year 2015 and (ii) the Company Board motion concerning the use of profit for the financial year 2015.
8. Passing resolutions concerning:
8.1. Approval of the financial statement for the financial year 2015;
8.2. Approval of the Board report on the Company activity for 2015;
8.3. Passing the vote of approval on the fulfilment of duties by the members of the Company Board in the financial year 2015;
8.4. Passing the vote of approval on the fulfilment of duties by the members of the Supervisory Board in the financial year 2015;
8.5. Use of profit for the financial year 2015;
9. Passsing the resolutions on the matters:
9.1. Determining the number of members of the Company Supervisory Board for the new term;
9.2. Appointing the Company Supervisory Board members for the new term;
9.3. Determining the remuneration of the Supervisory Board Members.
10. Adopting a resolution concerning the amendment of § 3 in the Company Articles.
11. Adopting a resolution on authorisation of the Company Supervisory Board to determine the uniform wording of the Company Articles.
12. Adopting a resolution on the change in the Company General Meeting Regulations.
13. Closing the assembly.
The list of resolutions made at KRAKCHEMIA S.A. Ordinary General Shareholders Meeting of June 27, 2016:
Resolution No. 1 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr. Tomasz Świerczyński as the Chairman of the Meeting.”
Resolution No. 2 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to close the list of the Returning Officers Panel candidate list.”
Resolution No. 3 in the following 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. 4 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition
- Mr. Andrzej Zdebski,
- Mr. Włodzimierz Oprzędek,
- Mr. Sebastian Dulewicz.”
Resolution No. 5 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting adopts the agenda presented.”
Resolution No. 6 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting. approves the financial report for the trading year 2015, which is composed of:
1. The financial situation report, compiled as on 31 December 2015, which on the asset as well as on own equity and liabilities side amounts to 177 652 540,81 PLN;
2. Profit or loss and other total income report for the period from 1 January 2015 to 31 December 2015, presenting net profit in the amount of 7 298 822,80 PLN;
3. The financial flow account for the period from 1 January 2015 to 31 December 2015, presenting an increase of cash and credit in the current account by 22 527 012,17 PLN;
4. Own equity changes for the financial year from 1 January 2015 to 31 December 2015 presenting an increase in own equity by the amount of 10 590 166,92 PLN;
5. Notes for the financial report.”
Resolution No. 7 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting approves the Company Board report on the Company activity for the trading year 2015.”
Resolution No. 8 in the following 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 trading year 2015.”
Resolution No. 9 in the following 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 trading year 2015.”
Resolution No. 10 in the following 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 trading year 2015.”
Resolution No. 11 in the following 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 Chairman of the Supervisory Board in the trading year 2015.”
Resolution No. 12 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to grant Mr. Kazimierz Sowa a vote of approval on the fulfilment of duties as The Secretary of the Supervisory Board in the trading year 2015.”
Resolution No. 13 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting. resolves to grant Mr. Marian Janicki a vote of approval on the fulfilment of duties as The Secretary of the Supervisory Board in the trading year 2015.”
Resolution No. 14 in the following 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 trading year 2015.”
Resolution No. 15 in the following wording:
KRAKCHEMIA S.A Ordinary General Shareholders Meeting destines the net profit for the trading year 2015 amounting to 7 298 822,80 PLN for the Company reserve capital.”
Resolution No. 16 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting determines that the number of the Supervisory Board Members for the new term will amount to 5 (verbatim : five) people.”
Resolution No. 17 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr. Marek Kamil Hajbos into the Supervisory Board composition.”
Resolution No. 18 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr. Marek Bestrzyński into the Supervisory Board composition.”
Resolution No. 19 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mrs.Barbara Mazgaj into the Supervisory Board composition.”
Resolution No. 20 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr/Ms Jerzy Mazgaj into the Supervisory Board composition.”
Resolution No. 21 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting appoints Mr Mariusz Wojdon into the Supervisory Board composition.”
Resolution No. 22 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting determines a monthly salary of the Supervisory Board members in the amount as follows:
1. The Chairperson of the Supervisory Board – amounting to 8-fold average monthly salary in the sector of companies in the calendar year directly preceding the given year in which the monthly salary is calculated, determined on the basis of GUS Chairperson statement.
2. The Deputy Chairperson of the Supervisory Board - – amounting to 5-fold average monthly salary in the sector of companies in the calendar year directly preceding the given year in which the monthly salary is calculated, determined on the basis of GUS Chairperson statement.
3. The Secretary of the Supervisory Board - – amounting to 3-fold average monthly salary in the sector of companies in the calendar year directly preceding the given year in which the monthly salary is calculated, determined on the basis of GUS Chairperson statement.
4. The other Members of the Supervisory Board - – amounting to 2-fold average monthly salary in the sector of companies in the calendar year directly preceding the given year in which the monthly salary is calculated, determined on the basis of GUS Chairperson statement. “
Resolution No. 23 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to amend § 3 of the Company Articles and give it the following wording:
„ § 3
The Company activity
The Company activity is as follows:
1) 46.76.Z - Wholesale of other intermediate products
2) 46.75.Z - Wholesale of chemical products
3) 46.90.Z Non-specialised wholesale trade
4) 47.91.Z Retail sale via mail order houses or via Internet
5) 47.7 Other retail sale of new goods in specialised stores
6) 49.41.Z Freight transport by road
7) 52.10.B Warehousing and storage of other goods
8) 38.2 Waste processing and neutralizing
9) 52.24.C Cargo handling in other reloading points
10) 22.2 Manufacture of plastic products
11) 20.16.Z Manufacture of plastics in primary form
12) 20.59.Z Manufacture of other chemical products not classified elsewhere
13) 22.19.Z Manufacture of other rubber products
14) 23.99 Manufacture of others non-metallic mineral products not classified elsewhere
15) 25.61.Z Treatment and coating of metals
16) 25.62.Z Mechanical working of metal elements
17) 16.2 Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials
18) 45 Wholesale and retail trade of vehicles; maintenance and repair of vehicles
19) 47.3 Retail sale of fuel for motor vehicles in fuel stations
20) 38.11.Z Collection of non-hazardous waste
21) 38.12.Z Collection of hazardous waste
22) 38.21.Z Treatment and disposal of non-hazardous waste
23) 38.22.Z Hazardous waste processing and neutralizing
24) 41 Building works related to erection of buildings
25) 43 Specialised construction activities
26) 43.99.Z Other specialised construction activities not classified elsewhere
27) 71.11.Z Architectural activities
28) 71.12.Z Engineering activities and related technical consultancy
29) 10.89.Z Manufacture of other food products not classified elsewhere
30) 11.0 Manufacture of drinks
31) 33.20.Z Installation of industrial machinery and equipment and outfit
32) 33.12.Z Repair and maintenance of machinery
33) 77.3 Rental and leasing of other machinery, equipment and tangible goods
34) 68.20.Z Rental and operating of own or leased real estate
35) 62 Information technology and computer service and consultancy activities
36) 58 Publishing activity
37) 18 Printing and Reproduction of recorded media
38) 69.20.Z Accounting, and bookkeeping activities; tax consultancy
39) 70.22.Z Business and other management consultancy activities
40) 70.22.Z Business and other management consultancy activities
41) 64.20.Z Activities of financial holding companies
42) 70.10.Z Activities of head office and holding companies, excluding financial holding companies
43) 73.20.Z Market research and public opinion polling
44) 73.11.Z Advertising agencies activities
45) 78.10.Z Activities of employment placement agencies
46) 78.30.Z Other human resources provision
47) 81.21.Z Office administrative service activities
48) 81.22.Z Specialised building and industrial cleaning activities
49) 81.29.Z Other cleaning activitie
50) 82.92.Z Packaging activitie
51) 74.30.Z Translation and interpretation activities
52) 82.11.Z Office administrative service activities
53) 74.90.Z Other professional, scientific and technical activities not elsewhere classified
54) 82.99.Z Other business support service activities not elsewhere classified
55) 82.30.Z Organisation of conventions and trade shows
56) 85.59.B Other out-of-school forms of education, not classified elsewhere
57) 64.91.Z Financial leasing
58) 64.99.Z Other financial service activities, except insurance and pension funding not elsewhere classified
59) 66.19.Z Other activities auxiliary to financial services, except insurance and pension funding
60) 66.29.Z Other activities auxiliary to insurance and pension funding
61) 72.19.Z Other research and experimental development on natural sciences and engineering
62) 53.20.Z Other postal and courier activities
63) 79 Tour operator, agents and representatives activity and other reservation service activities not classified elsewhere
64) 90.0 Artistic creation activities connected with culture and entertainment
65) 93.2 Entertainment and recreation activities
66) 96.09.Z Other personal service activities not classified elsewhere”
Resolution No. 24 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting authorizes the Company Supervisory Board to determine a uniform wording of the Company Articles taking into consideration the amendments adopted at the General Meeting of 27 June 2016.”
Resolution No. 25 in the following wording:
„KRAKCHEMIA S.A Ordinary General Shareholders Meeting resolves to change the Company General Meeting Regulations in the following manner:
1) item. 4.2. letter. b) of the Regulations assumes the following wording:
„b) closing the list of candidates for the Returning Officers Panel by the Chairman of the General Meeting”.
2) item. 5.3. of the Regulations assumes the following wording: „The Company Board and the Supervisory Board members participate in the General Meeting sitting in the composition that enables granting a relevant answer to the questions arising in the course of the General Meeting.“
Report on KRAKCHEMIA S.A. Supervisory Board Activity In the trading year 2015