AGM Information • May 18, 2018
AGM Information
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DRAFTS OF THE RESOLUTIONS:
The Ordinary Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1 [●] is appointed as the Chairman of the Ordinary Shareholders Meeting.
§ 2
The resolution shall become effective in the date of adoption hereof.
The General Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following agenda of the Shareholders Meeting of the Company, made public in accordance with art. 4021 of the Commercial Companies Code,:
Arctic Paper S.A. Capital Group for the financial year 2017;
The Shareholders Meeting of of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1
It is resolved to waive the appointment of the Returning Committee while entrusting the Chairman of the Meeting with the Committee's duties in respect of the vote count.
§ 2
The Resolution shall become effective upon adoption hereof.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the Management Board's report on the Company's activity in the financial year 2017, decided to approve the same.
§ 2
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item a) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the financial statements of the Company comprising introduction, balance sheet, profit and loss account, consolidated income statement, list of changes in equity capital, cash flow statement and additional notes for the financial year 2017, decided to approve the same.
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 5 and art. 395 § 2 item 1) of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the activity report of Capital Group Arctic Paper S.A. for the financial year 2017, decided to approve the same.
§ 2
Acting pursuant to art. 395 § 5 and art. 395 § 2 item 1) of the Commercial Companies Code, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting, after consideration of the financial statement of Capital Group Arctic Paper S.A. for the financial year 2017, decided to approve the same.
§ 2
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item c) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company after consideration of Management Board request decided to accept the payment of dividend from the net profits from past years accumulated on the other reserves in the amount of PLN 13,857,556.60 (in words thirteen million eight hundred and fifty seven thousand five hundred and fifty-six zloty 60/100). Dividend per share will amount PLN 0,20(in words: twenty cents).
§ 2
The dividend day is 20th of June 2018 and dividend payment date is 27th of June 2018.
§ 3
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item c) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company decided to cover net loss amounting to PLN 39,662,065.45(in words: thirty nine million six hundred and sixty two thousand and sixty-five zloty 45/100) generated by the Company in financial year 2017 by Company's reserve capital.
§ 2
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Per Skoglund, President of the Management Board of the Company, in the financial year 2017.
§ 2
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Göran Eklund, President of the Management Board of the Company, in a period from 1 of September 2017 until 31 December 2017.
§ 2
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Ms. Małgorzata Majewska – Śliwa, Member of the Management Board of the Company, in a period from 1 January 2017 until 31 August 2017.
§ 2
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Jacek Łoś, Member of the Management Board of the Company, in a period from 1 January 2017 until 29 May 2017.
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Wolfgang Lübbert, Member of the Management Board of the Company, in a period from 1 January 2017 until 29 May 2017.
§ 2
Acting pursuant to art. 395 § 2 item 1) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Michał Sawka, Member of the Management Board of the Company, in a period from 1 January 2017 until 29 May 2017.
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 3) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Per Lundeen, President of the Supervisory Board of the Company, in the financial year 2017.
Acting pursuant to art. 395 § 2 item 3) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Thomas Onstad, Member of the Supervisory Board of the Company, in the financial year 2017.
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 3) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Roger Mattsson, Member of the Supervisory Board of the Company, in the financial year 2017.
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 3) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Maciej Georg, Member of the Supervisory Board of the Company, in the financial year 2017.
The resolution shall become effective in the date of adoption hereof.
Acting pursuant to art. 395 § 2 item 3) of the Commercial Companies Code and pursuant to art. 18 section 18.1 item b) of the Articles of Association, the Shareholders Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company")hereby adopted the following resolution(hereinafter the "Resolution"):
§ 1
The Shareholders Meeting of the Company acknowledges the performance of duties of Mr. Mariusz Grendowicz, Member of the Supervisory Board of the Company, in the financial year 2017.
Acting pursuant to Art. 385 § 1 of the Commercial Company Code, the Extraordinary General Meeting of Arctic Paper S.A. with its registered office in Poznań ("Company") hereby adopted the following resolution (hereinafter the "Resolution"):
§ 1
The following persons are hereby appointed to the Company's Supervisory Board for a new joint term of office:
§ 2
The Resolution shall become effective from 21 December 2018.
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