of the Ordinary General Meeting

Resolutions undertaken by Ordinary General Meeting of April 23rd , 2014
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 2013.
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 2013.
7.
Approving the report of the Management on the Company’s activity for 2013.
8.
Approving the Company’s financial report for 2013.
9.
Adoption of a resolution on payment of profit for the financial year 2013.
10. Adoption of a resolution establishing the date of entitlement to the dividend and to
determination of the dividend payment date.
11. Adopting a resolution on acknowledging the fulfilment of duties by members of the
Management Board in the financial year 2013.
12. Adopting a resolution on acknowledging the fulfilment of duties by members of the
Supervisory Commission in the financial year 2013.
13. 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 23rd , 2014
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 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
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 2013.
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 2013.
7. Approving the report of the Management on the Company’s activity for 2013.
8. Approving the Company’s financial report for 2013.
9. Adoption of a resolution on payment of profit for the financial year 2013.
10. Adoption of a resolution establishing the date of entitlement to the dividend and to
determination of the dividend payment date.
11. Adopting a resolution on acknowledging the fulfilment of duties by members of the
Management Board in the financial year 2013.
12. Adopting a resolution on acknowledging the fulfilment of duties by members of the
Supervisory Commission in the financial year 2013.
13. Closing the Meeting.
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on approving the Management’s report
of the Company’s activity for 2013
‘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 2013 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 2013 is approved.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on approving the Company’s financial report for 2013
‘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, 2013,
b) loss and profit account for the period from January 1st to December 31st, 2013,
c) report on money flows for the period from January 1st to December 31st, 2013,
d) a list of changes in share capital for the period from January 1st to December 31st,
2013,
e) additional information,
which closed with the total assets and liabilities of PLN 499,491,000 (four hundred ninety
nine million, four hundred and ninety one thousand) and net profits of PLN 15,722,000
(fifteen million seven hundred twenty two 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, 2013 is
approved.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on paying the earned Company's net profit for 2013
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:
The Company’s net profit for the period from 1 January 2013 to 31 December 2013 in the
amount of PLN 15,721,651.00 (in words: fifteen million seven hundred and twenty-one
thousand six hundred and fifty-one zlotys and zero grosz) was decided to be distributed in the
following manner:
- profit amounting to PLN 9,540,236.72 (in words: nine million five hundred and forty
thousand two hundred and thirty-six zlotys and seventy-two grosz) shall be applied in
payment of dividend for the Company’s Shareholders, which gives PLN 0.04 (in words:
four grosz) per common share, excluding own shares held by the Company in a number of
10907, and PLN 0.06 (in words: six grosz) per preference share, taking into account the
fact that part of the abovementioned sum amounting to PLN 4,770,118.36 (in words:
four million seven hundred and seventy thousand one hundred and eighteen zlotys and
thirty-six grosz) was paid to the Company’s Shareholders on 25 October 2013 as an
advance payment of the expected dividend for the financial year 2013. Accordingly, the
remaining sum would amount to PLN 4,770,118.36 (in words: four million seven
hundred and seventy thousand one hundred and eighteen zlotys and thirty-six grosz),
which gives PLN 0.02 per common share, excluding own shares held by the Company in
a number of 10907 and PLN 0.03 per preference share;
- allocate the net profit for the period in the amount of PLN 6,181,414,28 (in words: PLN
six million one hundred eighty one thousands four hundred fourteen 28/100) to capital
reserve created for the payment of funds by way of dividend in the coming years.
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
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 June 2nd 204 and sets the dividend payment date on June 18th, 2014.
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Management Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Management Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 per cent
of capital stock. There were no opposing or passing votes.
Resolution # 9
of the Ordinary General Meeting
of Towarzystwo Finansowe SKOK S.A.
with the seat of business in Gdańsk
of April 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Management Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Management Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Management Board in 2013
‘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 in 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 Monika
Bentkowska for the period January 1st –May 21st 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 Jarosław
Szymon Bierecki for the period May 21st- December 31st 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 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 23rd , 2014
on acknowledging the fulfilment of duties
by a member of the Supervisory Board in 2013
‘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 2013 is acknowledged.’
The resolution was passed with 92,928,048 supporting votes, which consist of 48,50 per cent
of capital stock. There were no opposing or passing votes.