AGM Information • Jun 21, 2017
AGM Information
Open in ViewerOpens in native device viewer
Subject: Resolutions adopted by the Ordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 21 June 2017
Current Report no. 33/2017
The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Grajewo, Poland (the "Company"), hereby presentsresolutions adopted by the Ordinary General Shareholders Meeting on 21June 2017.
Resolution No. 1
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning approval of the Management Board Report on the operations ofthe Company and the Group for the financial year January 1st to December31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 1 of the CommercialCompanies Code, hereby resolves to approve the Management Board Reporton the operations of the Company and the Group for the financial yearJanuary 1st to December 31st 2016.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 1 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
Resolution No. 2
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning approval of the Company's financial statements for the periodfrom January 1st to December 31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 1 of the CommercialCompanies Code, hereby resolves to approve the financial statements ofthe Company for the period from January 1st to December 31st 2016,comprising:
a) statement of financial position as at 31.12.2016, showing an amountof PLN 2,224,785 thousand,
b) statement of comprehensive income for a period from 01.01.2016 to31.12.2016 showing net profit amounting to PLN 207,056 thousand,
c) statement of changes in equity for a period from 01.01.2016 to31.12.2016 showing increase in equity by an amount of PLN 176,416thousand,
d) statement of cash flows for a period from 01.01.2016 to 31.12.2016showing a net decrease in cash amounting to PLN 26,306 thousand,
e) notes to the financial statements and other explanatory information.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 2 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
Resolution No. 3
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning approval of the consolidated financial statements of thecapital group of the Company for the period from January 1st to December31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 395 § 5 of the Commercial Companies Code, herebyresolves to approve the consolidated financial statements of the capitalgroup of the Company for the period from January 1st to December 31st2016, comprising:
a) consolidated statement of financial position as at 31.12.2016,showing an amount of EUR 954,580 thousand,
b) consolidated statement of comprehensive income for a period from01.01.2016 to 31.12.2016 showing net profit amounting to EUR 14,748thousand,
c) consolidated statement of changes in equity for a period from01.01.2016 to 31.12.2016 showing decrease in equity by an amount of EUR7,893 thousand,
d) consolidated statement of cash flows for a period from 01.01.2016 to31.12.2016 showing a net increase in cash amounting to EUR 76,995thousand,
e) notes to the consolidated financial statements and other explanatoryinformation.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 3 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
Resolution No. 4
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning distribution of net profit for the period from January 1st toDecember 31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 395 § 2 item 2 of the Commercial Companies Code, herebyresolves to allocate entire net profit for the period from January 1stto December 31st 2016 as follows:
a) in the amount of PLN 71,171,107.70, i.e. PLN 1.10 per share to thepayment of dividends to the Company's shareholders,
b) the remaining amount to the Company's supplementary capital.
§ 2
The date used to prepare the list of shareholders eligible to receivethe dividend referred to in § 1 letter a) (record date) is hereby setfor 5 July 2017. The dividend payment date is set for 19 July 2017.
§ 3
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 4 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
Resolution No. 5
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning approval of the performance of duties by members of theCompany's Management Board for the period from January 1st to December31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by allmembers of the Company's Management Board composed of: WojciechGątkiewicz, Rafał Karcz, Dariusz Tomaszewski, Dr Gerd Schubert, RichardMayer, Dirk Hardow and Michael Wolff for the period from January 1st toDecember 31st 2016.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 5 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 40,983,430, "against" - 148,500, "abstain"- 0.
Resolution No. 6
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning approval of the performance of duties by members of theCompany's Supervisory Board for the period from January 1st to December31st 2016
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by allmembers of the Company's Supervisory Board composed of: GerdHammerschmidt, Richard Mayer, Jochen Schapka, Jan Woźniak, Dr MichaelKeppel, Christoph Mikulski, Dr Paolo Antonietti, Zbigniew Prokopowicz,Jason Clarke, Tod Kersten, Krzysztof Sędzikowski and Stefan Wegener forthe period from January 1st to December 31st 2016.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 6 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 40,983,430, "against" - 148,500, "abstain"- 0.
Resolution No. 7
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
on amendment of the Company's Articles of Association, and authorizationof the Supervisory Board to adopt the consolidated text of the Company'sArticles of Association
The Ordinary General Shareholders Meeting of the Company (the"Meeting"), acting on the basis of Article 415 § 1 of the CommercialCompanies Code and Article 28 Section 2 item 1 of the Company's Articlesof Association, hereby resolves as follows:
§ 1
1. The Meeting hereby resolves that Article 8 of the Company's Articlesof Association in its current wording:
"The Company's equity fund shall amount to total value of foundationfund and enterprise fund, fixed in the closing balance sheet of thisenterprise. The equity fund shall be divided into:
1. share capital,
2. reserve capital."
shall be deleted.
2. The Meeting hereby resolves that Article 17 section 3 of theCompany's Articles of Association in its current wording:
"At least 1 member in the Supervisory Board consisting of 5 members, 2members in the Supervisory Board consisting of 7 members and 3 membersin the Supervisory Board consisting of 9 members, shall be independentmembers i.e. members who meet the criteria as specified below:
a) they are neither members of governing bodies of a company dominanttowards Pfleiderer Grajewo S.A. nor the members of governing bodies ofsubsidiaries of the company dominant towards Pfleiderer Grajewo S.A.,
b) they are neither employed in the company dominant towards PfleidererGrajewo S.A. nor in the subsidiaries of the company dominant towardsPfleiderer Grajewo S.A.,
c) they are not a close person (spouse, linear ascendant and lineardescendant) to the members of governing bodies of Pfleiderer GrajewoS.A. or the company dominant towards Pfleiderer Grajewo S.A.
A candidate for independent member of the Supervisory Board shall beobliged to submit to the Company a written declaration stating whetherhe meets the criteria set forth in this section."
shall be amended to read as follows:
"At least 1 member in the Supervisory Board consisting of 5 members, 2members in the Supervisory Board consisting of 7 members and 3 membersin the Supervisory Board consisting of 9 members, shall be independentmembers i.e. members who meet the criteria as specified below:
a) they are neither members of governing bodies of a company dominanttowards Pfleiderer Group S.A. nor the members of governing bodies ofsubsidiaries of the company dominant towards Pfleiderer Group S.A.,
b) they are neither employed in the company dominant towards PfleidererGroup S.A. nor in the subsidiaries of the company dominant towardsPfleiderer Group S.A.,
c) they are not a close person (spouse, linear ascendant and lineardescendant) to the members of governing bodies of Pfleiderer Group S.A.or the company dominant towards Pfleiderer Group S.A.
A candidate for independent member of the Supervisory Board shall beobliged to submit to the Company a written declaration stating whetherhe meets the criteria set forth in this section."
3. The Meeting hereby resolves that Article 22 section 8 of theCompany's Articles of Association in its current wording:
"delegation of the members of Supervisory Board to perform the actionsof Management Board in case of suspending or dismissing the entireManagement Board or in case if the Management Board is not capable tooperate for other reasons,"
shall be amended to read as follows:
"delegation of the members of Supervisory Board, for a period of no morethan three months, to temporarily perform the actions of the ManagementBoard members, which have been dismissed, have resigned or are notcapable to exercise their duties for other reasons,"
4. The Meeting hereby resolves that Article 22 section 9 of theCompany's Articles of Association in its current wording:
"Granting a consent for conclusion by the Company of the agreements forsale of liquid fuel, solid fuel, gaseous fuel and derivative products tothe entities which do not belong to capital group of Pfleiderer GrajewoS.A."
shall be amended to read as follows:
"granting a consent for conclusion by the Company of the agreements forsale of liquid fuel, solid fuel, gaseous fuel and derivative products tothe entities which do not belong to capital group of Pfleiderer GroupS.A.,"
5. The Meeting hereby resolves that after Article 22 section 9 of theCompany's Articles of Association,
section 10 shall be added and shall read as follows:
"appointing an entity authorized to audit financial statements."
6. The Meeting hereby resolves that Article 24 section 2 of theCompany's Articles of Association in its current wording:
"The Management Board shall convene the Extraordinary General Assemblyfrom its own initiative, upon a written motion of the Supervisory Boardor upon a motion of shareholders representing at least 10% (ten percent)of share capital."
shall be amended to read as follows:
"The Management Board shall convene the Extraordinary General Assemblyat its own initiative, upon a written motion of the Supervisory Board orupon a motion of shareholders representing at least 5% (five percent) ofshare capital."
7. The Meeting hereby resolves that Article 25 section 2 of theCompany's Articles of Association in its current wording:
"The Supervisory Board and the shareholders representing at least 10%(ten percent) of share capital may demand adding particular matters tothe agenda of General Assembly."
shall be amended to read as follows:
"The Supervisory Board and the shareholders representing at least 5% (5percent) of share capital may demand adding particular matters to theagenda of General Assembly".
8. The Meeting hereby resolves that Article 32 of the Company's Articlesof Association in its current wording:
"The organizational bylaws adopted by the Management Board shalldescribe the organization of the Company."
shall be amended to read as follows:
"The organizational chart adopted by the Management Board shall describethe organization of the Company."
9. The Meeting hereby resolves that Article 36 section 2 of theCompany's Articles of Association in its current wording:
"The shareholders may receive an advance on the dividends predicted forgiven business year provided that the Company has means sufficient forpayment of such dividend. The Company may pay to the shareholder theadvance on expected dividends if its financial report for previousbusiness year, audited by an auditor shows profits. The advance mayamount to not more than half of the profits earned from the end of theprevious business year, shown in the financial report audited by theauditor, increased by undistributed profits from previous business yearsand reduced by the losses from previous years and amounts of obligatoryreserve capitals created according to the law or Company's Statute."
shall be amended to read as follows:
"The shareholders may receive an advance on the dividends predicted forgiven business year provided that the Company has means sufficient forpayment of such dividend. The Company may pay to the shareholder theadvance on expected dividends if its approved financial report forprevious business year, audited by an auditor shows profits. The advancemay amount to not more than half of the profits earned from the end ofthe previous business year, shown in the financial report audited by theauditor, increased by such reserve capitals created out of profit as theManagement Board may employ in paying out advances, and reduced byuncovered losses and own shares."
10. The Meeting hereby resolves that Article 37 section 1 of theCompany's Articles of Association in its current wording:
"The Company shall make its announcements in Court and Economic Monitor."
shall be amended to read as follows:
"The Company shall make its announcements in Court and Economic Monitor,as well as in other places and manners provided for by the mandatoryprovisions of law applicable to the Company."
11. The Meeting hereby resolves that Article 37 section 2 of theCompany's Articles of Association in its current wording:
"The announcements of the Company shall be additionally put in the seatof the Company in the places available for the shareholders andemployees."
shall be deleted.
12. The Meeting hereby authorizes the Company's Supervisory Board toprepare a consolidated text of the Company's Articles of Associationincorporating the amendments made under this resolution.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 7 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 37,474,110, "against" - 3,657,820,"abstain" - 0.
Resolution No. 8
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
concerning appointment of an entity authorized to audit financialstatements of the Company and its capital group
§ 1
The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 of the Commercial Companies Code and Article66 Section 4 of the Accounting Act, hereby resolves to appoint DeloittePolska Spółka z ograniczoną odpowiedzialnością Spółka komandytowa withits registered office in Warsaw as an entity authorized to audit annualand review interim, standalone financial statements of the Company andconsolidated financial statements of Company's capital group, preparedfor the periods between 1 January 2017 and 31 December 2018.
§ 2
The resolution comes into force on the day of its adoption.
In voting on Resolution no. 8 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
Resolution No. 9
of the Ordinary
General Shareholders Meeting
of Pfleiderer Group S.A. (the "Company")
of 21 June 2017
on the approval of a treasury share repurchase programme and theestablishment of the capital reserve for the purposes of such programme
§1.
Acting pursuant to Article 393(6) in conjunction with Article 362 § 1(8)and Article 396 §§ 4 and 5 of the Commercial Companies Code (the "CCC"),the Ordinary General Meeting of the Company hereby consents, andauthorises the Management Board of the Company, to repurchase ordinarybearer shares in the Company, paid up in full, (the "Shares"), subjectto the terms and conditions specified herein (the "Programme").
§2.
The Shares under the Programme shall be repurchased on the followingterms and conditions:
1. The Company may repurchase no more than 6,470,100 (in words: sixmillion four hundred seventy thousand one hundred) Shares representingjointly no more than 10% of the Company's share capital;
2. The repurchase price of the Shares cannot be lower than PLN 0.33 (inwords: thirty-three) per Share and no higher than PLN 60 (in words:sixty zlotys) per Share;
3. The authorisation granted to the Management Board for the repurchaseof the Shares shall cover the period until 30 June 2018;
4. The Shares shall be repurchased by way of:
a. the submission by the Company to all the shareholders a voluntaryoffer (one or more) to repurchase the Shares, whereas in the event thatthe number of tendered Shares in response to the offer submitted by theCompany exceeds the aforementioned limit, the Company shall be requiredto apply a proportionate reduction of the shares tendered for sale bythe shareholders of the Company; or
b. transactions concluded on the regulated market.
5. The terms and conditions of the repurchase of the Shares (includingthe repurchase price of the Shares) must be approved by the SupervisoryBoard;
6. The Shares repurchased under the Programme may be: (i) offered toeligible individuals authorised to purchase the Shares under anincentive programme at the Company, if a decision is made to launch suchprogramme by the Supervisory Board; (ii) redeemed; or (iii) otherwisedisposed of by the Management Board of the Company with a view to theneeds resulting from the Company's business.
§3.
In order to fund the repurchase of the Shares under the Programme,pursuant to Article 396 §§ 4 and 5 in conjunction with Article 362 § 2(3) and Article 348 § 1 of the CCC and in relation to the resolution ofthe Ordinary General Meeting regarding the division of net profit foryear 2016, the Ordinary General Meeting resolves to establish a capitalreserve for the purposes of the Programme to be used for the payment ofthe price for the Shares repurchased by the Company under the Programmeand to pay the repurchase costs. For the purpose of establishing thecapital reserve referred to in the preceding sentence:
1. the amount of PLN 140,000,000 (in words: one hundred forty millionzlotys) shall be transferred from the capital reserve of the Companyestablished under resolution No. 3 of the Extraordinary General Meetingof the Company dated 22 October 2015 ("Resolution No. 3") to the capitalreserve established for the purpose of the Programme. Simultaneously,the capital reserve established under the Resolution No. 3 shall bereleased;
2. the amount of PLN 250,000,000 (in words: two hundred fifty millionzlotys) shall be transferred from the supplementary capital of theCompany (from funds originating from the distributable profits) to thecapital reserve established for the purpose of the implementation of theProgramme. Simultaneously, the supplementary capital shall be reduced bythe amount of the capital reserve established.
§4.
With the consent of the Supervisory Board, the Management Board mayterminate the Programme before the expiry of the period referred to in §2 Section 3, or before all the funds set aside for the repurchase of theShares under the Programme run out, or forego the repurchasing of theShares, in full or in part.
§5.
The Management Board of the Company shall be authorised to take anylegal and other actions aimed at implementing the Programme andrepurchasing the Shares pursuant to the provisions of this Resolution,including specifically, defining detailed rules of repurchasing theShares to the extent not defined herein.
§6.
This resolution comes into force upon its adoption.
In voting on Resolution no. 9 number of shares used to cast valid voteswas 41,131,930 which constitutes 63,57% of share capital.
Number of votes "in favour" - 41,131,930, "against" - 0, "abstain" - 0.
The General Meeting departed from appointment of the Ballot-CountingCommittee. No protest was raised to be entered into the minutes duringthe meeting.
This report was prepared pursuant to § 38 Section 1 Item 7 of theOrdinance of the Minister of Finance of February 19, 2009 regardingcurrent and periodical information disclosed by issuers of securitiesand conditions for recognizing as equivalent information required by thelaws of a non-member state (consolidated text: Dz. U. of 2014, Item 133).
21.06.2017
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.