Prochem : The Annual General Meeting of PROCHEM S.A.- adopted resolutions

Raport_9_2016_eng - Kopia RESOLUTION No. 1

The Annual General Meeting of PROCHEM S.A. resolves to appoint Mr. Adam Parzydeł for the Chairman of the Annual General Meeting.

Mr. Marek Garliński declared that the General Assembly unanimously adopted resolution No. 1, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes including:

2,517,451 votes "for '', 0 abstentions,

0 votes against.

Shareholders representing remaining 2 votes at the General Assembly did not take part in the voting.

RESOLUTION No. 2

The Annual General Meeting decided to exclude the secrecy of voting on the election of the returning committee.

The Chairman stated that the General Meeting unanimously adopted Resolution No. 2, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

2,517,453 votes "for'',

0 abstentions,

0 votes against.

RESOLUTION No. 3

The Annual General Meeting resolves to appoint Mrs. Zofia Kaczor for the member of the returning committee.

The Chairman stated that the General Meeting unanimously adopted Resolution No. 3, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

2,517,453 votes "for'',

0 abstentions,

0 votes against.

RESOLUTION No. 4

The Annual General Meeting resolves to appoint Mrs. Urszula Lipska for the member of the returning committee.

The Chairman stated that the General Meeting unanimously adopted Resolution No. 4, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

2,517,453 votes "for'',

0 abstentions,

0 votes against.

RESOLUTION No. 5

The Annual General Meeting resolves to adopt the following agenda:

1. Opening of the Annual General Meeting.

2. Election of the Chairman of the Annual General Meeting.

3. Appointment of the returning committee.

4. Drawing up attendance list.

5. Confirmation of correct convening the Annual General Meeting and its ability to adopt resolutions.

6. Adoption of Agenda.

7. Examination of the Management Board Report on the activities of the company and the financial statements for the year 2015.

8. Examination of the Report of the Supervisory Board for the year 2015.

9. Adoption of the resolutions on:

10. The approval of the Report on the activities of the company in 2015,

11. The approval of financial statements of the Company for 2015,

12. Granting a discharge to the Members of the Supervisory Board from fulfilment of their duties in 2015,

13. Granting a discharge to the Members of the Supervisory Board from fulfilment of their duties in 2015.

14. Distribution of profit for 2015.

15. Presentation of the consolidated financial statements of PROCHEM S.A. for 2015.

16. Adoption of resolution on approving the consolidated financial statements of PROCHEM S.A. for 2015,

17. Changes in the Supervisory Board,

18. Close of the Meeting.

19. The Chairman stated that the General Meeting unanimously adopted Resolution No. 5, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

    2,517,453 votes "for'',

    0 abstentions,

    0 votes against.

    RESOLUTION No. 6

20. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is approving Management Board Report on the activities of PROCHEM S.A. in 2015.

21. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Meeting unanimously adopted Resolution No. 6, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

2,517,453 votes "for'',

0 abstentions,

0 votes against.

RESOLUTION No. 7

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is approving financial statements of the company for 2015 including:

2. Balance sheet (statement of financial position) as at 31 December 2015, with total assets and equity and liabilities in the amount of PLN 157,200 thousand (say: one hundred fifty seven million two hundred thousands of Zlotys)

3. Profit and loss account for the period from 1 January 2015 to 31 December 2015 with a net profit of PLN 6,213 thousand (say: six million two hundred thirteen thousands of Zlotys),

4. Statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 with a total of comprehensive income of PLN 5,811 thousand (say: five million eight hundred eleven thousands of Zlotys),

5. Statement of cash flows for the financial year from 1 January 2015 to 31 December 2015, showing an increase in cash by the amount of PLN 13,807 thousand (say: thirteen million eight hundred seven thousands of Zlotys),

6. Statement of changes in equity showing an increase in equity by the amount of PLN 4,448 thousand (say: four million four hundred forty eight thousands of Zlotys),

7. Notes on adopted accounting principles (policy) and other explanatory notes.

8. The resolution shall come into effect upon its adoption.

9. The Chairman stated that the General Meeting unanimously adopted Resolution No. 7, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

   2,517,453 votes "for'',

   0 abstentions,

   0 votes against.

   RESOLUTION No. 8

10. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to President of the Management Board Jarosław Stępniewski for the period from 1 January 2015 to 31 December 2015.

11. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Assembly unanimously adopted resolution No. 8, in the vote were cast a total number of 2,436,600 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 9

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Vice President of the Management Board Marek Kiersznicki for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.9, in the vote were cast a total number of 2,447,060 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 10

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Vice President of the Management Board Krzysztof Marczak for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.10, in the vote were cast a total number of 2,473,753 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 11

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Chairman of the Supervisory Board of PROCHEM S.A. Marek Garliński for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.11, in the vote were cast a total number of 2,429,651 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 12

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Vice Chairman of the Supervisory Board of PROCHEM

   S.A. Steven Tappan for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.12, in the vote were cast a total number of 2,007,351 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 13

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Member of the Supervisory Board of PROCHEM S.A. Andrzej Karczykowski for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.13, in the vote were cast a total number of 2,402,165 of valid votes in favor with no abstentions and votes against in a secret ballot.

RESOLUTION No. 14

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Member of the Supervisory Board of PROCHEM S.A. Wiesław Kiepiel for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.14, in the vote were cast a total number of 2,517,352 of valid votes in favor with no abstentions and votes against in a secret ballot. Shareholders representing the remaining votes at the General Assembly did not take part in the vote.

RESOLUTION No. 15

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is granting exoneration to Member of the Supervisory Board of PROCHEM S.A. Krzysztof Obłój for the period from 1 January 2015 to 31 December 2015.

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

The Chairman stated that the General Assembly unanimously adopted resolution No.15, in the vote were cast a total number of 2,512,351 of valid votes in favor with no abstentions and votes against in a secret ballot. Shareholders representing the remaining votes at the General Assembly did not take part in the vote.

RESOLUTION No. 16

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. resolves to distribute the profit for 2015 in the amount of PLN 6,213,046.33 (say: six million two hundred thirteen thousands forty six and 33/100 of Zlotys), as follows:

   • Part of the profit in the amount of PLN 6,193,050.00 to allocate for a dividend for the Company's shareholders, i.e. PLN 1.59 per one share;

   • Part of the profit in the amount of PLN 19,996.33 to allocate for the capital reserve.

2. THE GENERAL MEETING accepts the proposed by the company's Management Board the dates of the dividend registration and the dividend payment:

   30 June 2016 - dividend registration date (day D), 15 July 2016 - dividend payment date (day W).

3. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Meeting unanimously adopted Resolution No. 16, in the voting participated 2,516,353 shares, constituting 64.60% of the entire share capital of which were cast the total number of 2,517,453 of valid votes, including:

1,345,523 votes ,,for'',

0 abstentions,

1,171,930 votes against.

RESOLUTION No. 17

1. Acting on the basis of Article 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. approves consolidated financial statements of PROCHEM S.A. Capital Group for 2015, including:

2. Balance sheet (consolidated statement of financial position) as at 31 December 2015, with total assets and equity and liabilities in the amount of PLN 214,436 thousands (say: two hundred fourteen million four hundred thirty six thousands of Zlotys),

3. Consolidated profit and loss account for the financial year from 1 January 2015 to 31 December 2015 with a net profit of PLN 4,154 thousands (say: four million one hundred fifty four thousands of Zlotys),