AGM Information • May 29, 2024
AGM Information
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The Management Board of DINO POLSKA S.A. (hereinafter: Company) hereby presents the wording of the draft resolutions forming the subject matter of the Company's Ordinary Shareholder Meeting convened to be held on 26 June 2024 at 10:00 a.m. in the Company's registered office, i.e. in Krotoszyn (63-700) at ul. Ostrowska 122.
The Company's Ordinary Shareholder Meeting hereby resolves to elect […] to be the Chairperson of the Shareholder Meeting.
The resolution will come into force on the date of its adoption.
The Company's Ordinary Shareholder Meeting hereby accepts the following agenda of the Shareholder Meeting:
The resolution will come into force on the date of its adoption.
Pursuant to Rule 2.11 of the document entitled "Best Practices of WSE Listed Companies 2021" adopted by resolution No. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange on 29 March 2021, in connection with Article 382 § 3 item 3) of the Commercial Company Code, the Ordinary Shareholder Meeting resolves as follows:
The DINO POLSKA S.A. Supervisory Board's Annual Activity Report for the 2023 financial year is hereby approved
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
The Management Board's Report on the Activity of DINO POLSKA S.A. and the DINO POLSKA Group in 2023 is hereby approved.
§ 2
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
It approves the financial statements of DINO POLSKA S.A. for the year ended 31 December 2023, containing the following:
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 5 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The consolidated financial statements of the DINO POLSKA Group for the year ended 31 December 2023, covering the following are hereby approved:
The resolution will come into force on the date of its adoption.
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 2023 financial year in the amount of PLN 1,171,050 thousand, in such a way that the entire profit is allocated to the Company's supplementary capital.
The resolution will come into force on the date of its adoption.
Pursuant to draft resolution no. 7/6/2024 to be adopted by the Ordinary Shareholder Meeting, the net profit for the 2023 financial year in the amount of PLN 1,171,050 thousand is allocated to the Company's supplementary capital.
The strategy of DINO POLSKA S.A. posits the continuation of the dynamic organic growth in the Dino store network and its accompanying logistics infrastructure, which necessitates the incurring of substantial capital expenditures. Simultaneously, the goal of the Company's Management Board is to uphold its stable financial position and the safe level of debt.
Accordingly, in the opinion of the Management Board it is justified to designate the entirety of the net profit to supplementary capital.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
A discharge is granted to Mr. Michał Krauze on the performance of his duties as a member of the Company's Management Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Ms. Izabela Biadała on the performance of her duties as a member of the Company's Management Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
A discharge is granted to Mr. Piotr Ścigała on the performance of his duties as a member of the Company's Management Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Tomasz Biernacki on the performance of his duties as a member of the Company's Supervisory Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023, including for serving in the capacity of the Chairman of the Company's Supervisory Board in the period from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Maciej Polanowski on the performance of his duties as a member of the Company's Supervisory Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023, including for serving in the capacity of the Deputy Chairman of the Company's Supervisory Board in the period from 24 November 2023 to 31 December 2023.
§ 2
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
A discharge is granted to Mr. Eryk Bajer on the performance of his duties as a member of the Company's Supervisory Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Piotr Nowjalis on the performance of his duties as a member of the Company's Supervisory Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Resolution No. 15/6/2024
Pursuant to art. 395 § 2.3 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
A discharge is granted to Mr. Sławomir Jakszuk on the performance of his duties as a member of the Company's Supervisory Board in the 2023 financial year, i.e. from 1 January 2023 to 31 December 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 21 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Company's Ordinary Shareholder Meeting hereby endorses the annual compensation report of the Management Board and the Supervisory Board of DINO POLSKA S.A. in 2023.
The resolution will come into force on the date of its adoption.
Pursuant to art. 395 § 21 of the Commercial Company Code, the subject of an ordinary shareholder meeting in the companies referred to in art. 90c sec. 1 of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments onto an Organized Trading System and on Public Companies, should also be adopting the resolution referred to in art. 90g sec. 6 of that act.
Pursuant to art. 90g sec. 6 of the act invoked above, the shareholder meeting adopts a resolution rendering an opinion on the compensation report, which the supervisory board is obligated to draft. This resolution is advisory in nature.
Pursuant to art. 90e sec. 4 of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments onto an Organized Trading System and on Public Companies, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting hereby adopts the Compensation Policy for Management Board and Supervisory Board Members of DINO POLSKA S.A. in the wording set forth in an attachment to this resolution.
The Compensation Policy for Management Board and Supervisory Board Members of DINO POLSKA S.A. comes into effect on the date of adopting this resolution.
The resolution will come into force on the date of its adoption.
The adoption by the Shareholder Meeting of a resolution on the Compensation Policy for Management Board and Supervisory Board Members no less frequently than every 4 years is required by Article 90e sec. 4 of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments onto an Organized Trading System and on Public Companies. The previously applicable Compensation Policy for Management Board and Supervisory Board Members of DINO POLSKA S.A. was adopted by resolution no. 18/7/2020 adopted by the Ordinary Shareholder Meeting of on 2 July 2020.
The Compensation Policy presented to the Ordinary Shareholder Meeting contemplates the continuation of the compensation model for Management Board and Supervisory Board Members developed in previous years, forming an inherent part of the strategy and organizational culture of DINO POLSKA S.A. The Compensation Policy presented along with this draft resolution has received a positive recommendation of the Supervisory Board.
The following modification to the Compensation Policy presented to the Shareholder Meeting has been proposed in terms of the Compensation Policy for Management Board and Supervisory Board Members of DINO POLSKA S.A. adopted by the Shareholder Meeting on 2 July 2020:
– adding a glossary of terms to the provisions of the Compensation Policy whereby identical meanings will be used for identical terms in the entire document,
Pursuant to art. 385 § 1 of the Commercial Company Code and § 13 sec. 3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting of the Company hereby resolves that the Supervisory Board of the Company for the next term of office will consist of 5 members.
The resolution will come into force on the date of its adoption.
Pursuant to § 13 sec. 3 of the Company's Articles of Association, the Company's Supervisory Board consists of 5 to 8 members. Draft resolution no. 18/6/2024 presented to the Ordinary Shareholder Meeting sets the size of the Supervisory Board in its next term of office, which will commence on 1 January 2025. It is proposed that following the pattern in the previous term of office the Supervisory Board will consist of 5 members.
Pursuant to Article 385 § 1 and Article 386 § 2 in conjunction with Article 369 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting of the Company hereby resolves to appoint Mr. Maciej Polanowski to be a Supervisory Board member for the next, joint three-year term of office which will commence on 1 January 2025.
The resolution will come into force on the date of its adoption.
Pursuant to Article 385 § 1 and Article 386 § 2 in conjunction with Article 369 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting of the Company hereby resolves to appoint Mr. Eryk Bajer to be a Supervisory Board member for the next, joint three-year term of office which will commence on 1 January 2025.
The resolution will come into force on the date of its adoption.
Pursuant to Article 385 § 1 and Article 386 § 2 in conjunction with Article 369 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting of the Company hereby resolves to appoint Mr. Sławomir Jakszuk to be a Supervisory Board member for the next, joint three-year term of office which will commence on 1 January 2025.
The resolution will come into force on the date of its adoption.
Pursuant to Article 385 § 1 and Article 386 § 2 in conjunction with Article 369 § 1 of the Commercial Company Code, the Company's Ordinary Shareholder Meeting resolves as follows:
The Ordinary Shareholder Meeting of the Company hereby resolves to appoint Mr. Piotr Borowski to be a Supervisory Board member for the next, joint three-year term of office which will commence on 1 January 2025.
The resolution will come into force on the date of its adoption.
Pursuant to art. 385 § 1 of the Commercial Company Code, a supervisory board in public companies consists of at least five members appointed and dismissed by the shareholder meeting.
According to art. 386 § 2 of the Commercial Company Code, art. 369 of the Commercial Company Code is duly applied to the term of office of Supervisory Board members. In light of § 1 of this article, the term of office is calculated in full financial years unless the articles of association of a company stipulates otherwise. The re-appointment of the same person to be a supervisory board member is permissible; however, no earlier than one year before the elapse of the current term of office.
Pursuant to § 13 sec. 2 of the Company's Articles of Association, the term of office of Supervisory Board members is a joint term of three years.
In connection with the approaching end of the current term of office of the Supervisory Board, the Company's Management Board, when convening the Ordinary Shareholder Meeting of the Company, included in the agenda the adoption of resolutions to appoint the current members of the Supervisory Board for the next term of office. Pursuant to § 13 sec. 4 item 1 of the Company's Articles of Association, the appointment of four Supervisory Board members has been provided for.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
The resolution will come into force on the date of its adoption.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
The resolution will come into force on the date of its adoption.
________.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
The resolution will come into force on the date of its adoption.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
§ 1
The resolution will come into force on the date of its adoption.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
The resolution will come into force on the date of its adoption.
Pursuant to art. 392 § 1 of the Commercial Company Code and § 11 sec. 2.3 of the Company's Articles of Association, the Company's Ordinary Shareholder Meeting resolves as follows:
The compensation of a Supervisory Board member serving on the Audit Committee will not be in addition to the compensation set for a Supervisory Board member serving as Deputy Chairperson of the Supervisory Board. A Supervisory Board member who serves on the Audit Committee and at the same time serves as Deputy Chairperson of the Supervisory Board members will receive the fixed compensation in the amount envisaged for the Deputy Chairperson of the Supervisory Board.
The resolution will come into force on the date of its adoption.
Pursuant to art. 392 § 1 of the Commercial Company Code, Supervisory Board members may be awarded compensation, the amount of which is determined by the Company's Articles of Association or by a resolution adopted by the Shareholder Meeting. Therefore, setting the amount of compensation for the Company's Supervisory Board Member is within the powers of the Shareholder Meeting.
The draft resolutions presented to the Ordinary Shareholder Meeting provide for fixed monthly compensation of the Company's Supervisory Board members for the term of office starting on 1 January 2025. At the same time, in order to take into account the greater involvement of some Supervisory Board members in the work of the Supervisory Board or its committees, when setting compensation for Supervisory Board members, the draft resolutions 27/6/2024 and 28/6/2024 presented to this Shareholder Meeting provide for increasing the fixed monthly compensation:
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