UCHWAŁA nr - Zakłady Azotowe Puławy

RESOLUTION No. …
of the Extraordinary General Meeting
of
GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,
dated April 14th 2014
concerning appointment of the Chairperson of the Extraordinary
General Meeting
Acting pursuant to Art. 409.1 of the Commercial Companies Code, the Extraordinary
General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy hereby
resolves as follows:
Section 1
The
Extraordinary
General
Meeting
hereby
appoints
Mr/Ms.…………………….………………….. as Chairperson of the Extraordinary General
Meeting of the Company.
Section 2
This resolution shall become effective as of its date.
Grounds:
The resolution is procedural in nature.
RESOLUTION No. …
of the Extraordinary General Meeting
of
GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,
dated April 14th 2014
concerning the agenda for the Extraordinary
General Meeting
Acting pursuant to Art. 409.2 of the Commercial Companies Code, the Extraordinary
General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of Puławy hereby
resolves as follows:
Section 1
The General Meeting adopts the agenda contained in the notice of the Extraordinary
General Meeting, published on Grupa Azoty Zakłady Azotowe Puławy S.A.’s website
at www.pulawy.com on March 18th 2014.
Section 2
This resolution shall become effective as of its date.
Grounds:
The resolution is procedural in nature.
RESOLUTION No. …
of the Extraordinary General Meeting
of
GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,
dated April 14th 2014
concerning appointment of a Ballot Counting Committee for the
Extraordinary General Meeting
The Extraordinary General Meeting of Grupa Azoty Zakłady Azotowe Puławy S.A. of
Puławy hereby resolves as follows:
Section 1
(a) The Extraordinary General Meeting hereby appoints a three-member Ballot
Counting Committee for the Extraordinary General Meeting, comprising:
……………………………………………..
……………………………………………..
……………………………………………..
(b) The General Meeting hereby resolves not to appoint a Ballot Counting Committee
as the Meeting will use an electronic ballot counting system.1
Section 2
This resolution shall become effective as of its date.
Grounds:
The resolution is procedural in nature.
1
One option to be chosen between (a) and (b).
RESOLUTION No. …
of the Extraordinary General Meeting
of
GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,
dated April 14th 2014
concerning amendments to the Company’s Articles of Association
Acting pursuant to Art. 430.1 of the Commercial Companies Code and Art. 55.19) of
the Company’s Articles of Association, the Extraordinary General Meeting of Grupa
Azoty Zakłady Azotowe Puławy S.A. of Puławy hereby resolves as follows:
1.
Section 1
Existing provisions of Art. 6 of the Articles of Association of Grupa Azoty
Zakłady Azotowe Puławy S.A. shall be amended as follows:
a)
The existing Art. 6.22) of the Articles of Association, reading:
“22)
other accommodation – PKD Group 55.9"
shall be amended to read as follows:
“22)
b)
2.
Accommodation and food service activities – PKD Section I";
Art. 6 of the Company's Articles of Association shall be amended by adding
Art. 6.31) - 6.35) reading as follows:
“31)
Support activities to agriculture and post-harvest crop activities –
PKD Group 01.6”;
32)
Manufacture of food products – PKD Division 10;
33)
Manufacture of pesticides and other agrochemical products –
PKD Division 20.2;
34)
Manufacture of soap and detergents, cleaning and polishing
preparations, perfumes and toilet preparations – PKD Group
20.4;
35)
Manufacture of basic pharmaceutical products – PKD Group
21.1".
The Company's Supervisory Board shall be authorised to prepare the
consolidated text of the Company's Articles of Association reflecting the
amendments introduced in Section 1.
Section 2
This resolution shall become effective as of its date.
Grounds:
As specified in the Management Board’s proposal to the Extraordinary General
Meeting.
RESOLUTION No. …
of the Extraordinary General Meeting
of
GRUPA AZOTY ZAKŁADY AZOTOWE PUŁAWY S.A.
of Puławy,
dated April 14th 2014
concerning correction to a resolution
Acting pursuant to Art. 392.1 of the Commercial Companies Code and Art. 55.7) of
the Company’s Articles of Association, the Extraordinary General Meeting of Grupa
Azoty Zakłady Azotowe Puławy S.A. of Puławy hereby resolves as follows:
Section 1
An obvious mistake in the first sentence of Section 1.2 of Resolution No. 10 of the
Extraordinary General Meeting of March 15th 2013 concerning determination of the
rules and amounts of remuneration for the Supervisory Board members, shall be
corrected by replacing the sentence with the following text:
If a member of the Company's Supervisory Board is a member of the Management
Board of Parent Company Grupa Azoty S.A., and is also a shareholder of the
Company (i.e. Grupa Azoty Zakłady Azotowe Puławy S.A.), then such member may
not receive any remuneration or benefits for acting as a Supervisory Board member,
other than reimbursement (on the basis of presented receipts) of any reasonable costs
incurred for the Company, provided that such costs are closely and directly linked to
the performed function.
Section 2
This resolution shall become effective as of its date.
Grounds:
As specified in the Management Board’s proposal to the Extraordinary General
Meeting.