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Eurocash S.A.

AGM Information Jun 21, 2024

5605_rns_2024-06-21_59fc7011-ebbe-426a-8f45-1284d572537a.pdf

AGM Information

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Resolution No. 1 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning the appointment of the Chairman of the Shareholders' Meeting

Pursuant to Art. 409 § 1 of the Commercial Companies Code and § 4 of the By-laws of Shareholders' Meeting of Eurocash S.A. the Shareholders' Meeting hereby appoints Mrs./Mr. [...] as Chairman of the Shareholders' Meeting.

Resolution No. 2 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning the adoption of the Agenda of the Ordinary Shareholders' Meeting

The Shareholders' Meeting hereby adopts the agenda of the Ordinary Shareholders' Meeting, as announced in accordance with Art. 4021 of the Commercial Company's Code, which consists of:

  • 1) Opening of the Ordinary Shareholders' Meeting;
  • 2) Confirmation that the Ordinary Shareholders' Meeting was validly convened and is able to adopt resolutions;
  • 3) Election of the Chairman of the Ordinary Shareholders' Meeting;
  • 4) Preparation of an attendance list;
  • 5) Adoption of the agenda;
  • 6) Evaluation of the Company's annual report for 2023, including the financial statement for 2023 and the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023;
  • 7) Evaluation of the Company's Capital Group consolidated annual report for 2023, including the consolidated financial statement for 2023 and the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023;
  • 8) Evaluation of the Supervisory Board report on its activity in 2023, including a concise information on the Company's standing;
  • 9) Adoption of a resolution concerning the approval of the Company's annual report for 2023, including the financial statement for 2023 and the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023;
  • 10) Adoption of a resolution concerning the approval of the Company's Capital Group consolidated annual report for 2023, including the consolidated financial statement for 2023 and the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023;
  • 11) Adoption of a resolution concerning distribution of net profit for 2023;
  • 12) Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Management Board in 2023;
  • 13) Adoption of resolutions concerning the acknowledgement of the fulfillment of duties by individual Members of the Supervisory Board in 2023;
  • 14) Adoption of resolution concerning the opinion on the Report on the remuneration of members of the Management Board and Supervisory Board of Eurocash S.A.;
  • 15) Closing of the Ordinary Shareholders' Meeting.

Resolution No. 3 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning the approval of the Company's annual report including the financial statement for 2023 and the Management Board's report on the operations of the Company in 2023

Pursuant to Article 395 § 2 point 1 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. (the "Company"), based on the Company's annual report, the opinion presented by the expert auditor Grant Thornton Polska Prosta Spółka Akcyjna and according to the recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of the Company hereby approves the Company's annual report, including:

    1. the standalone financial statements of the Company for 2023, consisting of: (i) general information, (ii) standalone statement of financial position as at December 31, 2023 with a balance sheet total of PLN 7 149 680 297 (seven billion one hundred forty nine million six hundred eighty thousand two hundred ninety seven zlotys), (iii) the standalone profit and loss account for the period from January 1, 2023 to December 31, 2023 and the standalone statement of comprehensive income for the period from January 1, 2023 to December 31, 2023, showing the net profit of PLN 121 780 356 (one hundred twenty one million seven hundred eighty thousand three hundred fifty six zlotys) respectively and profit in total income in the amount of PLN 117 088 818 (one hundred seventeen million eighty eight thousand eight hundred eighteen zlotys), (iv) standalone statement of changes in equity in the period from January 1, 2023 to December 31, 2023, representing the balance as at December 31, 2023 of PLN 1 537 683 754 (one billion five hundred thirty seven million six hundred eighty three thousand seven hundred fifty four zlotys), (v) the standalone statement of cash flows for the period from January 1, 2023 to December 31, 2023, indicating the balance of cash as at December 31st, 2023 in the amount of PLN 96 567 672 (ninety six million five hundred sixty seven thousand six hundred seventy two zlotys) and (vi) additional information and explanatory notes; and
    1. the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023, including in particular a statement on the compliance with the corporate governance rules.

Resolution No. 4 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning the approval of the Company's Capital Group consolidated annual report for 2023 including the consolidated financial statement for 2023 and the Management Board's report on the operations of the Eurocash S.A. Capital Group

Pursuant to Art. 395 § 5 of the Commercial Companies Code, Art. 55 and Art. 63 c Sec. 4 of the Accounting Law and § 16 Sec. 1 item 11 of the Statute of Eurocash S.A. (the "Company"), based on the Company's Capital Group consolidated annual report for 2023, the opinion presented by the expert auditor Grant Thornton Polska Prosta Spółka Akcyjna and according to the recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Company's Ordinary Shareholders' Meeting hereby approves the Company's Capital Group consolidated annual report for 2023, including, in particular:

  1. the consolidated financial statements of the Company's Capital Group for 2023, consisting of: (i) general information, (ii) the consolidated statement of financial position as at December 31, 2023, showing a balance sheet total of PLN 9 056 279 053 (nine billion fifty six million two hundred seventy nine thousand fifty three zlotys), (iii) the consolidated profit and loss account for the period from January 1, 2023 to December 31, 2023 and the consolidated statement of comprehensive income for the period from January 1, 2023 to December 31, 2023, showing, respectively, a net profit of PLN 144 722 043 (one hundred forty four million seven hundred twenty two thousand forty three zlotys) and a profit in total income of PLN 139 533 333 (one hundred thirty nine million five hundred thirty three thousand three hundred thirty three zlotys), (iv) the consolidated statement of changes in equity in the period from January 1,

2023 to December 31, 2023, representing the balance as at December 31, 2023 of PLN 919 463 441 (nine hundred nineteen million four hundred sixty three thousand four hundred forty one zlotys) as at December 31, 2023, (v) the consolidated cash flow statement for the period from January 1, 2023 to December 31, 2023, indicating the balance of cash as at December 31st, 2023 in the amount of PLN 273 753 007 (two hundred seventy three million seven hundred fifty three thousand seven zlotys) and (vi) additional information and explanatory notes; and

  1. the Report of the Management Board on business operations of Eurocash Group and Eurocash S.A. in 2023, including in particular a statement on the compliance with the corporate governance rules.

Resolution No. 5 [shareholder's draft] of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024 concerning distribution of profit for 2023

§1

Pursuant to Article 395 § 2 point 2 of the Commercial Companies Code and provisions of § 16 Section 1 point 6 of the Statute of Eurocash S.A. (the "Company") and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby resolves that the net profit for 2023 amounting to PLN 121 780 356.00 (one hundred twenty one million seven hundred eighty thousand three hundred fifty six zlotys) shall be distributed as follows:

  • a) to allocate the Company's net profit for fiscal year 2023 in the amount of PLN 100 197 565.92 (one hundred million one hundred ninety seven thousand five hundred sixty five zloty and ninety two groszy) for the payment of dividend, i.e. to allocate PLN 0.72 (seventy two groszy) per share;
  • b) to allocate the remaining net profit of the Company for the 2023 fiscal year in the amount of PLN 21 582 790.08 (twenty one million five hundred eighty two thousand seven hundred ninety zloty and eight groszy) to the reserve capital.

§2

The dividend date shall be 23 August 2024.

§3

The dividend payment date shall be determined by the Supervisory Board of Eurocash S.A. in accordance with the Article 348 §5 of the Commercial Companies Code.

Resolution No. 5 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning distribution of profit for 2023

§1

Pursuant to Article 395 § 2 point 2 of the Commercial Companies Code and provisions of § 16 Section 1 point 6 of the Statute of Eurocash S.A. (the "Company") and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby resolves that the net profit for 2023 amounting to PLN 121 780 356.00 (one hundred twenty one million seven hundred eighty thousand three hundred fifty six zlotys) shall be distributed as follows:

a) to allocate the Company's net profit for fiscal year 2023 in the amount of PLN 100 197 565.92 (one hundred million one hundred ninety seven thousand five hundred sixty five zloty and ninety two groszy) for the payment of dividend, i.e. to allocate PLN 0.72 (seventy two groszy) per share;

b) to allocate the remaining net profit of the Company for the 2023 fiscal year in the amount of PLN 21 582 790.08 (twenty one million five hundred eighty two thousand seven hundred ninety zloty and eight groszy) to the reserve capital.

§2

The dividend date shall be 23 September 2024.

§3

The dividend payment date shall be 23 December 2024.

Resolution No. 6 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the President of Management Board's duties performed by Mr. Paweł Surówka in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby acknowledges Mr. Paweł Surówka's fulfillment of his President of Management Board's duties performed in 2023.

Resolution No. 7 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Ms. Katarzyna Kopaczewska in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Ms. Katarzyna Kopaczewska's fulfillment of her Management Board member's duties performed in 2023.

Resolution No. 8 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment by Mr. Arnaldo Guerreiro - the former Member of Management Board - of his duties performed in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby acknowledges the fulfilment by Mr. Arnaldo Guerreiro – the former Member of Management Board – of his duties performed in 2023 as, i.e. for the period 01.01.2023-30.09.2023.

Resolution No. 9 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment by Mr. Pedro Martinho - the former Member of Management Board - of his duties performed in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting of Eurocash S.A. hereby acknowledges the fulfilment by Mr. Pedro Martinho – the former Member of Management Board – of his duties performed in 2023.

Resolution No. 10 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Mr. Jacek Owczarek in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Jacek Owczarek's fulfillment of his Management Board member's duties performed in 2023.

Resolution No. 11 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Mr. Przemysław Ciaś in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Przemysław Ciaś's fulfillment of his Management Board member's duties performed in 2023.

Resolution No. 12 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Mr. Tomasz Polański in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Tomasz Polański's fulfillment of his Management Board member's duties performed in 2023.

Resolution No. 13 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Mr. Dariusz Stolarczyk in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Dariusz Stolarczyk's fulfillment of his Management Board member's duties performed in 2023.

Resolution No. 14 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Management Board member's duties performed by Mr. Szymon Mitoraj in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A. and based on recommendation expressed in Resolution No. 1 of the Supervisory Board of May 27, 2024, the Ordinary Shareholders' Meeting hereby acknowledges Mr. Szymon Mitoraj's fulfillment of his Management Board member's duties performed in 2023, i.e. for the period 01.10.2023-31.12.2023.

Resolution No. 15 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Supervisory Board Chairman's duties performed by Mr. Luis Manuel Conceicao Pais do Amaral in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A., the Ordinary Shareholders' Meeting hereby acknowledges Mr. Luis Manuel Conceicao Pais do Amaral fulfillment of his Supervisory Board Chairman's duties performed in 2023.

Resolution No. 16 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Supervisory Board member's duties performed by Mr. Hans Joachim Körber in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A., the Ordinary Shareholders' Meeting hereby acknowledges Mr. Hans Joachim Körber fulfillment of his Supervisory Board member's duties performed in 2023.

Resolution No. 17 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Supervisory Board member's duties performed by Mr. Francisco José Valente Hipólito dos Santos in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A., the Ordinary Shareholders' Meeting hereby acknowledges Mr. Francisco José Valente Hipólito dos Santos fulfillment of his Supervisory Board member's duties performed in 2023.

Resolution No. 18 of the Ordinary Shareholders' Meeting of Eurocash S.A.

of 24 June 2024

concerning acknowledgement of the fulfillment of the Supervisory Board member's duties performed by Mr. Jorge Mora in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A., the Ordinary Shareholders' Meeting hereby acknowledges Mr. Jorge Mora fulfillment of his Supervisory Board member's duties performed in 2023.

Resolution No. 19 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning acknowledgement of the fulfillment of the Supervisory Board member's duties performed by Mr. Przemysław Budkowski in 2023

Pursuant to Article 395 § 2 point 3 in conjunction with Article 393 point 1 of the Commercial Companies Code and provisions of § 16 Section 1 point 1 of the Statue of Eurocash S.A., the Ordinary Shareholders' Meeting hereby acknowledges Mr. Przemysław Budkowski fulfillment of his Supervisory Board member's duties performed in 2023.

Resolution No. 20 of the Ordinary Shareholders' Meeting of Eurocash S.A. of 24 June 2024

concerning the opinion on the Report on the remuneration of members of the Management Board and Supervisory Board of Eurocash S.A.

Acting pursuant to Article 90g sec. 6 of the Act of 29 July 2005 on Public Offer and Conditions of Introduction of Financial Instruments to Organized Trading System and on Public Companies the Ordinary Shareholders' Meeting hereby gives a positive opinion on the Report on the remuneration of members of the Management Board and Supervisory Board of Eurocash S.A. for the year 2023.

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