of the Ordinary General Meeting
Transkrypt
of the Ordinary General Meeting
Attachment to the Current report no. 6/2013 dated April 8th, 2013 Resolutions undertaken by Ordinary General Meeting of April 8th, 2013 The detailed agenda is as follows: 1. Opening the Meeting. 2. Election of the Chairperson of the General Meeting. 3. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions. 4. Accepting the agenda. 5. Debating the report of the Management concerning the Company’s activity and the financial report for 2012. 6. Debating the report of the Supervisory Commission of the results of the report of the Board of the Company and Company’s financial report for 2012. 7. Approving the report of the Management on the Company’s activity for 2012. 8. Approving the Company’s financial report for 2012. 9. Adoption of a resolution on payment of profit for the financial year 2012. , 10. Adoption of a resolution on retained earnings from year 2011. 11. Adoption of a resolution establishing the date of entitlement to the dividend and to determination of the dividend payment date. 12. Adopting a resolution on acknowledging the fulfilment of duties by members of the Management Board in the financial year 2012. 13. Adopting a resolution on acknowledging the fulfilment of duties by members of the Supervisory Commission in the financial year 2012. 14. Closing the Meeting. Resolution # 1 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on choosing leader of the Ordinary General Meeting The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 409 (1) of the Code of Commercial Companies chooses Mr Zbigniew Modzelewski as a leader of Ordinary General Meeting. The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 2 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on approving the agenda ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk approves the following agenda: The detailed agenda is as follows: 1. Opening the Meeting. 2. Election of the Chairperson of the General Meeting. 3. Confirming that the General Meeting was duly convened and is capable of adopting valid resolutions. 4. Accepting the agenda. 5. Debating the report of the Management concerning the Company’s activity and the financial report for 2012. 6. Debating the report of the Supervisory Commission of the results of the report of the Board of the Company and Company’s financial report for 2012. 7. Approving the report of the Management on the Company’s activity for 2012. 8. Approving the Company’s financial report for 2012. 9. Adoption of a resolution on payment of profit for the financial year 2012. 10. Adoption of a resolution on retained earnings from year 2011. 11. Adoption of a resolution establishing the date of entitlement to the dividend and to determination of the dividend payment date. 12. Adopting a resolution on acknowledging the fulfilment of duties by members of the Management Board in the financial year 2012. 13. Adopting a resolution on acknowledging the fulfilment of duties by members of the Supervisory Commission in the financial year 2012. 14. Closing the Meeting. The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 3 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on approving the Management’s report of the Company’s activity for 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(1) of the Code of Commercial Companies – after examining the report of the Company’s Management concerning the Company’s activity for 2012 and the results of the examination of the report by the Supervisory Commission together with the assessment of the Management’s proposal concerning covering the loss and pay the earned Company’s net profit, adopts the following resolution: The report of the Company’s Management on the Company’s activity for 2012 is approved.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 4 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on approving the Company’s financial report for 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(1) of the Code of Commercial Companies – after examining the Company’s financial report covering: a) balance sheet of December 31st, 2012, b) loss and profit account for the period from January 1st to December 31st, 2012, c) report on money flows for the period from January 1st to December 31st, 2012, d) a list of changes in share capital for the period from January 1st to December 31st, 2012, e) additional information, which closed with the total assets and liabilities of PLN 493,270,000 (four hundred ninety three million, two hundred and seventythousand) and net profits of PLN 4,847,000 (four million eight hundred fourty seven thousand) and the results of the examinations commissioned by the Supervisory Commission together with the opinion of a chartered auditor, adopts the following resolution: The Company’s financial report for the period from January 1st to December 31st, 2012 is approved.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 5 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on paying the earned Company's net profit for the period from 1st January 2011 to 31st December 2012 Annual General Meeting of the Towarzystwo Finansowe SKOK S.A.with its registered office in Gdańsk - under the Code of Commercial Companies and Partnerships section 395(2)(2) decided as follows: -Pay the net profit for the period in the amount of PLN 4,735,876.64 (in words: PLN four millions seven hundred thirty five thousands eight hundred seventy six 64/100) in the form of dividend, i.e. PLN 0.02 (in words: two groszy) per shar, excluding treasury shares held by the Company in the number of 10,907. - allocate the net profit for the period in the amount of PLN 111,066.09 (in words: PLN one hundred eleven thousands sixty six 9/100) to capital reserve created for the payment of funds by way of dividend in the coming years. The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 6 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 regarding the allocation of undistributed earnings for the year 2011 Annual General Meeting of the Towarzystwo Finansowe SKOK S.A .with its registered office in Gdańsk - under the Code of Commercial Companies and Partnerships section 395(2)(2) and section 31 (1)(c) Company’s Articles of Association - decided as follows: - allocate of undistributed earnings for the year 2011in the amount of 113,155.85 (in words: one hundred thirteen thousands one hundred fifty five 85/100PLN) for the capital reserve created to pay dividends in the title of the next years. The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 7 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on adopting a date for dividend entitlement and setting the dividend payment date Annual General Assembly of the Towarzystwo Finansowe SKOK S.A with its registered office in Gdańsk - under the Code of Commercial Companies and Partnerships section 348(3) and (4) and § 32(3) of the Company Articles of Association - adopts a date for dividend entitlement as at April 22nd 2013 and sets the dividend payment date on May 8th 2013. The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 8 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Management Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the President of the Company’s Management Board – Ms Ewa Bereśniewicz-Kozłowska in 2012 is acknowledged.’ Resolution # 9 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Management Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Ms Alicja Kuran-Kawka in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 10 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Management Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Tomasz Krasiński in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 11 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Management Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Marcin Golas in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 12 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Management Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Cezary Godziuk for the period June 1st - December 31st 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution #13 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the President of the Company’s Management Board – Mr Rafał Sławomir Matusiak for the period January 1st -October 25th 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 14 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Ms Monika Bentkowska for the period November 29th – December 31st 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 15 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Grzegorz Paweł Buczkowski in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 16 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Andrzej Sosnowski in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 17 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Andrzej Paweł Szumański in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes. Resolution # 18 of the Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk of April 8th, 2013 on acknowledging the fulfilment of duties by a member of the Supervisory Board in 2012 ‘The Ordinary General Meeting of Towarzystwo Finansowe SKOK S.A. with the seat of business in Gdańsk – acting pursuant to Art. 395 (2)(3) of the Code of Commercial Companies, adopts the following resolution: The fulfilment of duties of the Member of the Company’s Management Board – Mr Michał Grzegorz Bierecki in 2012 is acknowledged.’ The resolution was passed with 93,340,108 supporting votes, which consist of 48,71 per cent of capital stock. There were no opposing or passing votes.