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Dino Polska S.A.

AGM Information May 21, 2018

5587_rns_2018-05-21_44604059-057c-4825-9a9b-055bc57e1ceb.pdf

AGM Information

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Resolutions adopted by the Ordinary Shareholder Meeting of Dino Polska S.A. on 21 May 2018

Resolution No. 1/5/2018 Adopted by the Ordinary Shareholder Meeting of DINO POLSKA S.A.

on 21 May 2018

on electing the Chairperson of the Shareholder Meeting

§ 1

The Company's Ordinary Shareholder Meeting hereby resolves to elect Mr. Sławomir Jakszuk to be the Chairperson of the Shareholder Meeting.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 2/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

on accepting the agenda of the Shareholder Meeting

§ 1

The Company's Ordinary Shareholder Meeting hereby accepts the following agenda of the Shareholder Meeting:

    1. Open the Shareholder Meeting.
    1. Elect the Chairperson of the Shareholder Meeting.
    1. Assert that the Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
    1. Adopt a resolution to accept the agenda;
    1. Examine the following documents submitted by the Management Board:
  • Management Board Activity Report for DINO Polska S.A. and the DINO Polska S.A. Group for the financial year 2017,
  • financial statements of DINO Polska S.A. and the consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017,
  • motion on the distribution of the net profit for the financial year 2017.
    1. Examine the following documents submitted by the Supervisory Board:
  • Supervisory Board activity report for the financial year 2017,
  • Supervisory Board report on the results of examination of the Company's activity report in the financial year 2017, the Company's financial statements for the financial year 2017 and the Management Board's motion on the distribution of the Company's profit for the financial year 2017,
  • Supervisory Board report on the results of examination of the consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017,
  • Supervisory Board report on the results of examination of the of the DINO Polska S.A. Group activity report for the financial year 2017.
    1. Examination of the Supervisory Board's motions to:
  • accept the Management Board Activity Report for DINO Polska S.A. and the financial statements of DINO Polska S.A. for the financial year 2017,
  • accept the Management Board Activity Report for the DINO Polska S.A. Group and the consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017,
  • accept the Management Board's motion on the distribution of the net profit achieved in the financial year 2017,
  • grant a discharge to the Company's Management Board members on the performance of their duties in the financial year 2017.
    1. Adopt resolutions to approve:
  • the Management Board Activity Report for DINO Polska S.A. for the financial year 2017,

  • the financial statements of DINO Polska S.A. for the financial year 2017.

    1. Adopt a resolution on the distribution of the net profit for the financial year 2017.
  • 10.Adopt resolutions to approve:
  • Activity Report of the DINO Polska S.A. Group for the financial year 2017,
  • consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017.
  • 11.Adopt resolutions to grant a discharge to the Company's Management Board members on the performance of their duties in the financial year 2017.
  • 12.Adopt resolutions to grant a discharge to the Company's Supervisory Board members on the performance of their duties in the financial year 2017.
    1. Elect Supervisory Board members and adopt resolutions to appoint Supervisory Board members for the next term of office.
  • 14.Close the Shareholder Meeting.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 3/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

approving the Management Board report on the Company's activity for the financial year 2017

Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It approves the Company's Management Board Activity Report for DINO Polska S.A. for the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

72,863,407 valid votes were cast on 72,863,407 shares (74.32% of the share capital), of which 72,648,760 votes were in favor, 58,000 votes were against and 156,647 votes abstained.

Resolution No. 4/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

approving the Company's financial statements for the financial year 2017

Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

The Company's Ordinary Shareholder Meeting hereby approves the financial statements of DINO Polska S.A. for the financial year 2017, including:

  • a) introduction to the financial statements,
  • b) balance sheet prepared as at 31 December 2017 showing the amount of PLN 2,251,673 thousand on the assets side and on the liabilities and equity side,
  • c) statement of profit or loss for the financial year from 1 January 2017 to 31 December 2017 showing net profit of PLN 92,504 thousand,
  • d) statement of changes in equity for the financial year from 1 January 2017 to 31 December 2017, showing an increase in equity by PLN 100,004 thousand,
  • e) statement of cash flows for the financial year from 1 January 2017 to 31 December 2017, showing an increase in cash by PLN 131,376 thousand,
  • f) notes and explanations to the financial statements.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 5/5/2018 Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

on the distribution of the net profit for the financial year 2017

§ 1

Pursuant to art. 395 § 2.2 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves to allocate the net profit for the financial year 2017 in the amount of PLN 92 504 thousand Polish zloty in such a way that the total amount is allocated to the Company's supplementary capital.

§ 2

The resolution will come into force on the date of its adoption.

72,863,407 valid votes were cast on 72,863,407 shares (74.32% of the share capital), of which 72,648,760 votes were in favor, 58,000 votes were against and 156,647 votes abstained.

Resolution No. 6/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

approving the Activity Report of the DINO Polska S.A. Group for the financial year 2017

Pursuant to art. 395 § 5 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It approves the Company's Management Board Activity Report for DINO Polska S.A. Group for the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 7/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

approving the consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017

Pursuant to art. 395 § 5 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It approves the consolidated financial statements of the DINO Polska S.A. Group for the financial year 2017, including:

  • a) introduction to the consolidated financial statements,
  • b) consolidated balance sheet prepared as at 31 December 2017 showing the amount of PLN 2 451 329 thousand on the assets side and on the liabilities and equity side,
  • c) consolidated statement of profit or loss for the financial year from 1 January 2017 to 31 December 2017 showing net profit of PLN 213 604 thousand,
  • d) consolidated statement of changes in equity for the financial year from 1 January 2017 to 31 December 2017, showing an increase in equity by PLN 221 017 thousand,
  • e) consolidated statement of cash flows for the financial year from 1 January 2017 to 31 December 2017, showing an increase in cash by PLN 136 198 thousand,
  • f) notes and explanations to the consolidated financial statements.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 8/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to the President of the Company's Management Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Szymon Piduch on the performance of his duties as the Company's Management Board Member, including the function of President of the Company's Management Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 9/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Management Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Michał Krauze on the performance of his duties as the Company's Management Board Member in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 10/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Tomasz Biernacki on the performance of his duties as a Member of the Company's Supervisory Board including the function of Chairman of the Company's Supervisory Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 11/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Eryk Bajer on the performance of his duties as a Member of the Company's Supervisory Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 12/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Pierre Detry on the performance of his duties as a Member of the Company's Supervisory Board in 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 13/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Sławomir Jakszuk on the performance of his duties as a Member of the Company's Supervisory Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 14/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Piotr Nowjalis on the performance of his duties as a Member of the Company's Supervisory Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 15/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Maciej Polanowski on the performance of his duties as a Member of the Company's Supervisory Board in the financial year 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 16/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to the Deputy Chairman of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Michal Rusiecki on the performance of his duties as a Member of the Company's Supervisory Board including the function of the Deputy Chairman of the Company's Supervisory Board in the financial year 2017, i.e. in the period of discharging the function from 1 January 2017 to 20 April 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 17/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

granting a discharge to a Member of the Company's Supervisory Board

Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:

§ 1

It grants a discharge to Mr. Michał Kędzia on the performance of his duties as a Member of the Company's Supervisory Board in the financial year 2017, i.e. in the period of discharging the function from 1 January 2017 to 20 April 2017.

§ 2

The resolution will come into force on the date of its adoption.

Resolution No. 18/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

appointing a Member of the Company's Supervisory Board

§1

Pursuant to art. 385 § 1 of the Commercial Company Code and § 11 section 2 item 3) of the Company's Articles of Association, the Ordinary Shareholder Meeting hereby resolves to appoint Mr. Piotr Nowjalis as Member of the Company's Supervisory Board for new term of office and to set his compensation in the gross amount of PLN 8,300.00.

§2

The resolution will come into force on the date of its adoption.

72,863,407 valid votes were cast on 72,863,407 shares (74.32% of the share capital), of which 54,560,555 votes were in favor, 16,079,535 votes were against and 2,223,317 votes abstained.

Resolution No. 19/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

appointing a Member of the Company's Supervisory Board

§1

Pursuant to art. 385 § 1 of the Commercial Company Code and § 11 section 2 item 3) of the Company's Articles of Association, the Ordinary Shareholder Meeting hereby resolves to appoint Mr. Eryk Bajer as Member of the Company's Supervisory Board for new term of office and to set his compensation in the net amount of PLN 5,000.00.

§2

The resolution will come into force on the date of its adoption.

Resolution No. 20/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

appointing a Member of the Company's Supervisory Board

§1

Pursuant to art. 385 § 1 of the Commercial Company Code and § 11 section 2 item 3) of the Company's Articles of Association, the Ordinary Shareholder Meeting hereby resolves to appoint Mr. Maciej Polanowski as Member of the Company's Supervisory Board for new term of office and to set his compensation in the net amount of PLN 5,000.00.

§2

The resolution will come into force on the date of its adoption.

Resolution No. 21/5/2018

Adopted by the Ordinary Shareholder Meeting

of DINO POLSKA S.A.

on 21 May 2018

appointing a Member of the Company's Supervisory Board

§1

Pursuant to art. 385 § 1 of the Commercial Company Code and § 11 section 2 item 3) of the Company's Articles of Association, the Ordinary Shareholder Meeting hereby resolves to appoint Mr. Sławomir Jakszuk as Member of the Company's Supervisory Board for new term of office and to set his compensation in the net amount of PLN 5,000.00.

§2

The resolution will come into force on the date of its adoption.

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