Amica : Text of draft resolutions of the Annual General Meeting of Amica Spółka Akcyjna

Legal basis:
Legal basis: Article 56 paragraph 1 point 2 of the Public Offering Act - current and periodic reports

Acting pursuant to the provisions of § 38 section 1 point 3 of the Ordinance of the Minister of Finance of 19 February 2009 regarding current and periodic information to be submitted by issuers of securities (...) The Management Board of Amica Spółka Akcyjna (hereinafter referred to as the 'Company') hereby publishes the draft resolutions to be discussed during the Annual General Meeting to be held on 28 June 2018.

Draft resolution for Item 2 of the Agenda of the Annual General Meeting:

RESOLUTION No 1/2018

of the Annual General Meeting of

Amica Spółka Akcyjna

with its registered office in Wronki

of 28 June 2018

on election of the Chair of the Meeting

Acting pursuant to Article 409 § 1 of Commercial Companies Code, the Annual General Meeting of Amica Spółka Akcyjna has decided to elect as the Chair of the Annual General Meeting Mr/Ms (full name).

Draft resolution for Item 4 of the Agenda of the Annual General Meeting:

RESOLUTION No. 2/2018

of the Annual General Meeting of

Amica Spółka Akcyjna

with its registered office in Wronki

of 28 June 2018

on the adoption of the agenda

The Annual General Meeting of Amica Spółka Akcyjna resolves as follows:

§ 1. [Agenda of the Meeting]

The General Meeting of Amica Spółka Akcyjna decides to adopt the following agenda:

1. Opening of the Shareholders' Meeting.

2. The election of the Chair of the Shareholders' Meeting.

3. Confirming the propriety of calling the Shareholders Meeting and its capacity to adopt a valid resolutions; drawing up of attendance register.

4. Adoption of the agenda.

Current Report No. 14/2018 - Draft Resolutions for the Annual General Meeting of Shareholders of Amica Spółka Akcyjna

(28/06/2018)

2 | Page

5. Presentation and consideration of Amica S.A. Management Board's Report on the Company's Activities in 2017 (including the Corporate Governance Statement for the year 2017 and the Non-Financial Report).

6. Presentation and review of the Company's 2017 financial statements.

7. Presentation and consideration of the Management Board's Report on the Activity of Amica S.A. Group for the year 2017.

8. Presentation and consideration of the Consolidated Financial Statements of Amica Group for the year 2017.

9. Presentation and consideration of the Company Management Board's formal motion considering the distribution of the company's net profit for 2017.

10. Presentation and consideration of Amica S.A. Supervisory Board's the Comprehensive Assessment of the Company in 2017, including the internal control system and the Company sensitive risk management system.

11. Presentation and consideration of the Supervisory Board's Report on the Company's activities in 2017 and the results of the assessment of the reports: on the activities of the Company and the Group in 2017, the financial statements of the Company and the Group for the year 2017 and the Management Board's formal motion for the distribution of the Company's net profit for 2017.

12. Adoption of Resolutions on the following matters:

1) approval of Amica S.A. Management Board's Report on the Company's Activities in 2017 (including the Corporate Governance Statement for the year 2017 and the Non-Financial Report) and the Company's Financial Statements for the year 2017;

2) approval of the Supervisory Board's report on its activity in 2017 and the results of the assessment of the reports: on the Company's and the Capital Group's 2017 activity and financial statements and the Company Management Board's formal motion considering the distribution of the company's net profit for 2017.

3) discharge of Members of the Management Board for the year 2017 (voting block);

4) discharge of Members of the Supervisory Board for the year 2017 (voting block);

5) net profit distribution for the year 2017;

6) approval of the Report on Activities of Amica Wronki S.A. Group for the year 2017 and the Consolidated Financial Statements of Amica S.A. Group for the year 2017.

7) adoption of the incentive scheme;

Current Report No. 14/2018 - Draft Resolutions for the Annual General Meeting of Shareholders of Amica Spółka Akcyjna

(28/06/2018)

3 | Page

8) consent to the purchase of own shares by 'Amica Spółka Akcyjna' and the adoption of the Share Repurchase Program;

9) creation of the capital reserve in connection with the Company's intention to repurchase its own shares.

13. Other business.

14. Closing of the General Meeting.