AGM Information • Jun 23, 2016
AGM Information
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of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of the Chairperson of the General Meeting
Pursuant to Article 409 § 1 of the Commercial Companies Code and § 12 subpara. 1 of the Company's Articles of Association, the General Meeting of the Company resolves as follows:
The General Meeting of the Company elects Ms Monika Kacprzyk-Wojdyga as Chairperson of the General Meeting held on 22 June 2016.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- in a secret ballot, 38,867,624 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning adoption of the agenda of the General Meeting
The General Meeting of the Company held on 22 June 2016 adopts the following agenda:
a) the report of the Exchange Management Board on the activity of the Company in 2015,
b) the financial statements of the Company for 2015,
c) the report on the activity of the Company's Group in 2015,
d) the consolidated financial statements of the Company's Group for 2015,
e) the motion of the Exchange Management Board concerning distribution of the Company's profit for 2015.
b) the assessment of the situation of the Company for 2015 including assessment of the internal control system and the system of managing risks material to the Company and assessment of the situation of the Company's Group,
c) the assessment of the manner of fulfilling by the Company in 2015 of the reporting requirements concerning application of corporate governance rules, determined by the Exchange Rules and regulations concerning current and periodic information submitted by the issuers of securities,
d) the assessment of the policy conducted by the Company in 2015 with regard to sponsoring, charitable and other similar activities,
e) the assessment of the Company's compliance with the Rules of Corporate Governance for Supervised Institutions defined by the Polish Financial Supervisory Authority,
f) the assessment of the functioning of the remuneration policy in the Company in 2015.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 37,273,291 votes were cast in favour, 0 votes were cast against and 1,594,333 votes abstained from voting.
§ 2.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning review and approval of the report of the Exchange Management Board on the activity of the Company and the financial statements for 2015
Pursuant to Article 393 point 1) and Article 395 § 2 point 1) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:
The General Meeting of the Company has reviewed and approves the report of the Exchange Management Board on the activity of the Company in 2015.
The General Meeting of the Company has reviewed and approves the financial statements for 2015 comprised of:
statement of movements in equity for the period from 1 January 2015 to 31 December 2015, showing a decrease of equity by PLN 3,888 thousand (in words: three million eight hundred eighty-eight thousand zloty);
cash flow statement for the period from 1 January 2015 to 31 December 2015, showing an increase in cash during the financial year by PLN 27,473 thousand (in words: twenty seven million four hundred seventy three thousand zloty);
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 38,867,624 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning distribution of the Company's profit for 2015
Pursuant to Article 395 § 2 point 2) of the Commercial Companies Code, the General Meeting of the Company resolves as follows:
The General Meeting of the Company distributes the net profit of the Company for 2015 amounting to PLN 96,904,977.40 (in words: ninety-six million nine hundred four thousand nine hundred seventy-seven zloty fourty grosh) as follows:
| | dividend payment | PLN 96,535,600.00, | ||
|---|---|---|---|---|
| | reserves | PLN | 369,377.40. |
The General Meeting of the Company allocates PLN 2,518,320.00 (in words: two million five hundred eighteen thousand three hundred twenty zloty) from the reserves for the dividend payment to the shareholders.
§ 3.
The dividend shall be PLN 2.36 (two zloty thirty-six grosh) per share.
§ 4.
The dividend record date shall be 20 July 2016.
§ 5.
The dividend payment date shall be 4 August 2016.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 38,867,624 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning review and approval of the report on the activity of the Company's Group and the consolidated financial statements of the Company's Group for
2015
Pursuant to Article 395 § 5 of the Commercial Companies Code, the General Meeting of the Company resolves as follows:
§ 1.
The General Meeting of the Company has reviewed and approves the report on the activity of the Company's Group and the consolidated financial statements of the Company's Group for 2015 comprised of:
notes to the consolidated financial statements for the year ended 31 December 2015.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 38,867,624 votes were cast in favour, 0 votes were cast against and 0 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
amending the Company's Articles of Association
Acting pursuant to Article 430 § 1 of the Commercial Companies Code, the Ordinary General Meeting of the Company resolves to amend the Company's Articles of Association ("Articles of Association") as follows:
§ 3 in its existing wording:
The Company's scope of business will include the activity described in item 66.11.Z of the Polish Classification of Business Activities, including:
shall be replaced by the following:
§ 18.2 in its existing wording:
5) adopting the Exchange's Supervisory Board Rules;
6) adopting the Exchange's Rules at the request of the Exchange's Management Board and amendments to these Rules;
15) considering and presenting opinions on the items to be placed on the General Meeting's agenda."
shall be replaced by the following:
"2. In addition to the powers vested in the Exchange's Supervisory Board under the other provisions of these Articles of Association and applicable laws, the Exchange's Supervisory Board will have the following powers:
8) representing the Company in contracts and disputes between the Company and the Exchange's Management Board members;
9) consenting to the Company entering into a contract which has a material impact on the financial or legal position of the Company where the other party is a shareholder who holds at least 5% of the total vote in the Company or a related party;
§ 3
§ 20 in its existing wording:
"§ 20
shall be replaced by the following:
The Exchange's Management Board Rules will specify the detailed operating procedures of the Exchange's Management Board.
This Resolution shall come into force on the date of adoption; however, the legal effect of the amendment of the Article of Association shall be conditional on the approval of the amendment by the Polish Financial Supervision Authority and the registration of the amendment by the competent court.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 38,848,113 votes were cast in favour, 19,500 votes were cast against and 11 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
on dismissing a member of the Exchange Supervisory Board
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 subpara. 1 of the Company's Articles of Association, the Company's General Meeting dismisses Mr Wojciech Nagel from the Exchange Supervisory Board.
This resolution comes into force on the date of its adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- in a secret ballot, 35,344,780 votes were cast in favour, 19,511 votes were cast against and 3,503,333 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a member of the Exchange Supervisory Board
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 subpara. 1 of the Company's Articles of Association, the General Meeting elects Mr Jaroslaw Dominiak to the Exchange Supervisory Board.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- in a secret ballot, 37,576,674 votes were cast in favour, 1,233,082 votes were cast against and 57,868 votes abstained from voting.
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a member of the Exchange Supervisory Board
Pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 subpara. 1 of the Company's Articles of Association, the General Meeting elects Mr Marek Dietl to the Exchange Supervisory Board.
This Resolution shall come into force on the day of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- in a secret ballot, 37,576,663 votes were cast in favour, 1,233,093 votes were cast against and 57,868 votes abstained from voting.
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Aleksander Chłopecki as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Jan Izdebski as a judge of the Exchange Court.
§ 2
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Maciej Mataczyński as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Marek Michalski as a judge of the Exchange Court.
§ 2
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Mateusz Rodzynkiewicz as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Tomasz Siemiątkowski as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Andrzej Szumański as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Paweł Wajda as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Ms Anna Walaszek-Pyzioł as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning election of a judge of the Exchange Court
Pursuant to § 28 subpara. 3 of the Company's Articles of Association and § 5 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The General Meeting elects Mr Aleksander Werner as a judge of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
Warsaw Stock Exchange ("Company") dated 22 June 2016
concerning election of the President of the Exchange Court
Pursuant to § 28 subpara. 4 of the Company's Articles of Association and § 6.1 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The Company's General Meeting elects Mr Andrzej Szumański as President of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- in a secret ballot, 37,597,618 votes were cast in favour, 49,621 votes were cast against and 1,220,385 votes abstained from voting.
Warsaw Stock Exchange ("Company") dated 22 June 2016
concerning election of the Vice-President of the Exchange Court
Pursuant to § 28 subpara. 4 of the Company's Articles of Association and § 6.1 of the Rules of the Exchange Court, the Company's General Meeting resolves as follows:
§ 1
The Company's General Meeting elects Mr Aleksander Chłopecki as Vice-President of the Exchange Court.
This Resolution shall come into force on 1 July 2016.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
Warsaw Stock Exchange ("Company")
dated 22 June 2016
concerning adjournment of
the Ordinary General Meeting of the Company
§ 1
Pursuant to Article 408 § 2 of the Code of Commercial Companies, the Ordinary General Meeting of the Company resolves to adjourn the Ordinary General Meeting of the Company until 21 July 2016 at 11 a.m.
The Ordinary General Meeting of the Company shall resume at the offices of the Company, in Warsaw, at 4, Książeca Street.
§ 2
This Resolution shall come into force on the date of adoption.
- number of shares from which valid votes were cast – 24,151,154, equivalent to 57,54% of the Company's total shares,
- total number of valid votes 38,867,624
- 31,232,879 votes were cast in favour, 11 votes were cast against and 7,634,734 votes abstained from voting.
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