AGM Information • Jun 1, 2016
AGM Information
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Polski Holding Nieruchomości S.A. 00-124 Warsaw, al. Jana Pawła II 12 phone +48 22 850 91 00, fax +48 22 850 91 01 www.PHNSA.pl
§1
Acting under Article 409.1 of the Commercial Companies Code, the Ordinary General Meeting of Polski Holding Nieruchomości S.A. elects Mr./Ms. ...................................... as Chairperson of the General Meeting.
§2
This Resolution becomes effective on the date of its adoption.
§1
The Ordinary General Meeting of Polski Holding Nieruchomości S.A. hereby adopts the following agenda:
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.1 of the Commercial Companies Code, as well as Article 53.1 of the Accounting Act of September 29, 1994, as well as § 47.1.1 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting, after consideration, approves the Company's financial statements for the financial year 2015, covering the period from January 1, 2015 to December 31, 2015, consisting of the following documents:
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.1 of the Commercial Companies Code, as well as § 47.1.1 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting, after consideration, approves the Management Board's report on the Company's activities in the financial year 2015, covering the period from January 1, 2015 to December 31, 2015.
§2 This Resolution becomes effective on the date of its adoption.
The Management Board of Polski Holding Nieruchomości S.A. puts forward to the Ordinary General Meeting a motion to consider and approve the Company's financial statements and the Management Board's report on the Company's activities in 2015. On May 20, 2016, the Supervisory Board passed Resolutions No. 55/05/2016 and 56/05/2016, expressing positive opinions on the Company's financial statements and the Management Board's report on the Company's activities in 2015.
Acting under Article 63c.4 of the Accounting Act of September 29, 1994, as well as Article 395.5 of the Commercial Companies Code, as well as § 47.1.1 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting, after consideration, approves the consolidated financial statements of the Company's Group for the financial year 2015, covering the period from January 1, 2015 to December 31, 2015, consisting of the following documents:
This Resolution becomes effective on the date of its adoption.
Acting under § 47.1.1 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting approves the Management Board's report on the activities of the PHN Group in 2015, covering the period from January 1, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
The Management Board of Polski Holding Nieruchomości S.A. puts forward to the Ordinary General Meeting a motion to consider and approve the consolidated financial statements and the Management Board's report on the activities of the PHN Group in 2015. On May 20, 2016, the Supervisory Board passed Resolutions No. 58/05/2016 and 59/05/2016, expressing positive opinions on the consolidated financial statements and the Management Board's report on the activities of the PHN Group in 2015.
Acting under Article 395.2.2 of the Commercial Companies Code, as well as § 47.1.3 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting decides that:
§ 2
The dividend record date is set as ....., 2016, and the dividend payment date is set as ...., 2016.
§3
This Resolution becomes effective on the date of its adoption.
The Management Board, when applying for allocating from the net profit: PLN 19,623,553.74 for paying a dividend to the Company shareholders, in the amount of PLN 0.42 per share, and PLN 28,858,339.84 for supplementary capital, took into consideration the intention, declared in PHN S.A. strategy, to share the growth of the Company's value with its shareholders in the form of dividend, and took account of the Group's present financial standing and planned cash flows, including the expected investment plans and the possibility of obtaining financing for their implementation. On May 20, 2016, the Supervisory Board passed Resolution No. 57/05/2016, expressing a positive opinion on the Management Board's proposal of distribution of profit for 2015.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Mateusz Matejewski, Member of the Supervisory Board, discharge for fulfillment of his duties as temporary Vice-President of the Company's Management Board during the period from January 1, 2015 to January 21, 2015.
§2
This Resolution becomes effective on the date of its adoption.
on granting discharge to Ms. Izabela Felczak-Poturnicka, Member of the Supervisory Board, for fulfillment of her duties as President of the Company's Management Board
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Ms. Felczak-Poturnicka, Member of the Supervisory Board, discharge for fulfillment of her duties as temporary President of the Company's Management Board during the period from December 21, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Zbigniew Kulewicz, Member of the Supervisory Board, discharge for fulfillment of his duties as temporary Vice-President of the Company's Management Board during the period from December 21, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A. (the "Company"), the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Mateusz Matejewski discharge for fulfillment of his duties as Vice-President of the Company's Management Board during the period from February 6, 2015 to December 21, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Włodzimierz Stasiak discharge for fulfillment of his duties as a Member of the Management Board for Finance, during the period from January 1, 2015 to December 21, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Artur Lebiedziński discharge for fulfillment of his duties as President of the Management Board during the period from January 1, 2015 to December 21, 2015.
§2
This Resolution becomes effective on the date of its adoption.
The Resolutions on granting discharge to the Management Board Members are passed under Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., and are typical resolutions adopted by the Ordinary General Meeting. The Supervisory Board, in its Resolutions No. 62,66,67/05/2016 of May 20, 2016, recommended granting discharge to the Management Board Members.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Krzysztof Melnarowicz discharge for fulfillment of his duties in the Supervisory Board during the period from January 1, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Antoni Leonik discharge for fulfillment of his duties in the Supervisory Board during the period from January 1, 2015 to July 28, 2015.
§2
This Resolution becomes effective on the date of its adoption.
OF THE ORDINARY GENERAL MEETING
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Ms. Marzena Kusio discharge for fulfillment of her duties in the Supervisory Board during the period from January 1, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Józef Banach discharge for fulfillment of his duties in the Supervisory Board during the period from January 1, 2015 to June 24, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Ms. Izabela Felczak-Poturnicka discharge for fulfillment of her duties in the Supervisory Board during the period from January 1, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Mateusz Matejewski discharge for fulfillment of his duties in the Supervisory Board during the period from January 1, 2015 to February 6, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Marcin Marczuk discharge for fulfillment of his duties in the Supervisory Board during the period from January 1, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
OF THE ORDINARY GENERAL MEETING
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Bartłomiej Prus discharge for fulfillment of his duties in the Supervisory Board during the period from July 28, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Tomasz Zganiacz discharge for fulfillment of his duties in the Supervisory Board during the period from September 2, 2015 to November 30, 2015.
§2
This Resolution becomes effective on the date of its adoption.
on granting discharge to Ms. Barbara Karczyńska for fulfillment of her duties as a Member of the Company's Supervisory Board in the financial year 2015
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Ms. Barbara Karczyńska discharge for fulfillment of her duties in the Supervisory Board during the period from July 28, 2015 to September 2, 2015.
§2
This Resolution becomes effective on the date of its adoption.
Acting under Article 393.1 and Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
§1
The Ordinary General Meeting grants to Mr. Zbigniew Kulewicz discharge for fulfillment of his duties in the Supervisory Board during the period from December 21, 2015 to December 31, 2015.
§2
This Resolution becomes effective on the date of its adoption.
The Resolutions on granting discharge to the Supervisory Board members are passed under Article 395.2.3 of the Commercial Companies Code, as well as § 47.1.2 of the Articles of Association of Polski Holding Nieruchomości S.A., and are typical resolutions adopted by the Ordinary General Meeting.
RESOLUTION No. .../2016 OF THE ORDINARY GENERAL MEETING OF POLSKI HOLDING NIERUCHOMOŚCI S.A. WITH ITS REGISTERED OFFICE IN WARSAW of June 22, 2016
Acting under § 47.2.1 of the Articles of Association of Polski Holding Nieruchomości S.A., the Ordinary General Meeting decides as follows:
The Ordinary General Meeting hereby appoints/dismisses Mr./Ms. .................... as a Member of the Company's Supervisory Board.
§2
This Resolution becomes effective on the date of its adoption.
Adopting the resolution on changes to the composition of the Company's Supervisory Board results from the right of the General Meeting to appoint and dismiss Members of the Supervisory Board, and is aimed at strengthening the Supervisory Board's supervision over the Company's activities.
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