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Ordinary General Assembly of Kredyt Inkaso S.A. 27 September 2024 Warsaw DRAFT RESOLUTIONS
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on election of the Chairman of the General Assembly
The Ordinary General Assembly, acting pursuant to Article 409 § 1 and Article 420 § 2 of the Commercial Companies Code and § 10 section 3 of the Bylaws of the General Assembly, resolves as follows:
§ 1
The Ordinary General Assembly of Kredyt Inkaso S.A. decides to elect ............... as the Chairman of the Ordinary General Assembly of the Company.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval of the agenda
The Ordinary General Assembly resolves as follows:
§ 1
The Ordinary General Assembly decides to adopt the following agenda:
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- Opening of the General Assembly.
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- Election of the Chairman of the General Assembly.
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- Acknowledgement of correctness of convening the General Assembly and its capacity to adopt resolutions.
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- Approval of the agenda.
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- Election of the Ballot-Counting Committee.
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- Consideration of the report of the Supervisory Board for the year commencing 1 April 2023 and ending 31 March 2024.
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- Consideration of the:
- i. report of the Management Board on Company's and Kredyt Inkaso Capital Group operations,
- ii. stand-alone financial statements of Kredyt Inkaso S.A.,
- iii. consolidated financial statement of Kredyt Inkaso Capital Group,
- iv. evaluation of the Supervisory Board related to the Management Board report on Kredyt Inkaso S.A. operations and financial statements (stand alone and consolidated) in the scope of their conformity to books of account and documents as well as the factual state,
- v. motion of the Management Board on distribution of profit for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Approval of the stand-alone financial statements of Kredyt Inkaso S.A. for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Approval of the consolidated financial statements of Kredyt Inkaso Capital Group for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Approval of the report of the Management Board on the Company's and Kredyt Inkaso Capital Group operations for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Adoption of the resolution on distribution of Company's net profit for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Adoption of the resolution on approval of the report of Supervisory Board for the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Adoption of resolutions on granting a vote of acceptance to members of the Management Board of Kredyt Inkaso S.A. for the discharge of their duties in the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Adoption of the resolutions on granting a vote of acceptance to members of the Supervisory Board of Kredyt Inkaso S.A. for the discharge of their duties in the financial year commencing 1 April 2023 and ending 31 March 2024.
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- Adoption of the resolution on evaluation of the Report of the Supervisory Board of Kredyt Inkaso S.A. on remuneration of members of the Management Board and the Supervisory Board for the period staring on 1 April 2023 and ending 31 March 2024.
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- Adoption of the resolution on approval of transactions resulting in a charge on the assets of a subsidiary of the Kredyt Inkaso Capital Group in connection with a renewable credit agreement.
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- Presentation to the General Meeting of the application of the Zasady Dobrych Praktyk GPW 2021 in the Company.
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- Closing of the debates.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
to elect the members of the Ballot-Counting Committee
The Ordinary General Assembly, acting pursuant to § 12 section 8 of the Bylaws of the General Assembly, resolves as follows:
§ 1
The Ordinary General Assembly of Kredyt Inkaso S.A. elects the following persons as members of the Ballot-Counting Committee:
- …………………….. , - ……………………. , - …………………….. .
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval of the stand-alone financial statements for the financial year commencing 1 April 2023 and ending 31 March 2024
§ 1
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Commercial Companies Code and § 7 sec. 7 item 1 of the Articles of Association of Kredyt Inkaso S.A., having considered and familiarized itself with the evaluation by the Supervisory Board of Kredyt Inkaso S.A., resolves to approve the stand alone financial statements of Kredyt Inkaso S.A. for the financial year commencing 1 April 2023 and ending 31 March 2024 comprising the auditor-verified:
- 1) statement of the financial standing (balance sheet) as at 31 March 2024, with both assets and liabilities in the amount of PLN 480 259 thousand (four hundred and eighty million, two hundred and fifty-nine thousand zlotys),
- 2) total income statement (profit and loss account) for the financial year from 1 April 2023 to 31 March 2024, with the net profit of PLN 8 363 thousand (eight million three hundred sixty-three thousand zlotys), and positive net total income of PLN 8 728 (eight million seven hundred twenty-eight thousand zlotys),
- 3) statement of changes to the shareholders' equity for the financial year from 1 April 2023 to 31 March 2024 showing an increase in equity of PLN 8 728 thousand (eight million seven hundred and twenty-eight thousand zlotys),
- 4) cash flow statement for the financial year from 1 April 2023 to 31 March 2024 showing the increase in cash of PLN 30 463 thousand (thirty million four hundred sixty-three thousand zlotys),
- 5) additional information and explanations.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval of consolidated financial statements of the Kredyt Inkaso Capital Group for the financial year commencing 1 April 2023 and ending 31 March 2024
§ 1
The Ordinary General Assembly, acting pursuant to Art. 395 § 5 of the Commercial Companies Code and § 7 sec. 7 item 1 of the Articles of Association of Kredyt Inkaso S.A., having considered and familiarized itself with the evaluation by the Supervisory Board of Kredyt Inkaso S.A., resolves to approve the consolidated financial statements of Kredyt Inkaso Capital Group for the financial year commencing 1 April 2023 and ending 31 March 2024 comprising the auditor-verified:
- 1) consolidated statement of the financial standing drawn up as at 31 March 2024 with both assets and liabilities in the amount of PLN 868 852 thousand (eight hundred and sixty-eight million, eight hundred and fifty-two thousand zloty),
- 2) consolidated total income statement (profit and loss account) for the financial year from 1 April 2023 to 31 March 2024, with the net profit of PLN 34 109 thousand (thirty-four million one hundred and nine thousand zlotys) and positive net total income of PLN 30 883 thousand (thirty million eight hundred and eighty-three thousand zlotys),
- 3) statement of changes to the shareholders' equity for the financial year from 1 April 2023 to 31 March 2024, showing an increase in equity by the amount of PLN 30 192 thousand (thirty million one hundred and ninety-two thousand zloty),
- 4) cash flow statement for the financial year from 1 April 2023 to 31 March 2024 showing an increase in cash of PLN 57 211 thousand (fifty-seven million, two hundred and eleven thousand zlotys),
- 5) additional information and explanations.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval the report of the Management Board on Company's and Kredyt Inkaso Capital Group operations for the financial year commencing 1 April 2023 and ending 31 March 2024.
§ 1
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 1 of the Commercial Companies Code and § 7 sec. 7 item 1 of the Articles of Association of Kredyt Inkaso S.A., having considered and familiarized itself with the evaluation by the Supervisory Board of Kredyt Inkaso S.A., resolves to approve, submitted by Management Board, report of the Management Board on Company's and Kredyt Inkaso Capital Group operations for the financial year commencing 1 April 2023 and ending 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on distribution of Company's net profit for the financial year commencing 1 April 2023 and ending 31 March 2024
Acting pursuant to Art. 395 § 2 item 2 of the Commercial Companies Code and § 7 sec. 7 item 3 of the Articles of Association of Kredyt Inkaso S.A., the Ordinary General Assembly of Kredyt Inkaso S.A. hereby adopts the resolution as follows:
§ 1
The Company's net profit for the financial year commencing 1 April 2023 and ending 31 March 2024 in the amount of PLN 8.363.188,37 (eight million three hundred and sixty-three thousand one hundred and eighty-eight zlotys and thirty-seven grosz) is to be entirely allocated to the supplementary capital.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval of the report of Supervisory Board for the financial year commencing 1 April 2023 and ending 31 March 2024
§ 1
The Ordinary General Assembly of Kredyt Inkaso S.A., acting in accordance with the content of principle 2.11. of the Zasady Dobrych Praktyk GPW 2021, decides to approve the report of the Supervisory Board of Kredyt Inkaso S.A. for the financial year commencing 1 April 2023. and ending 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Management Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mrs. Barbara Rudziks is granted a vote of acceptance for the discharge of her duties as the President of the Management Board in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Management Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Maciej Jerzy Szymański is granted a vote of acceptance for the discharge of his duties as the Vice-President of the Management Board in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Management Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mrs. Iwona Słomska is granted a vote of acceptance for the discharge of her duties as the Vice-President of the Management Board in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Management Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Mateusz Boguta is granted a vote of acceptance for the discharge of his duties as the Member of the Management Board in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Bogdan Dzudzewicz – the Chairman of the Company's Supervisory Board of the is granted a vote of acceptance for the discharge of his duties in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Marcin Okoński – the Vice-Chairman of the Company's Supervisory Board is granted a vote of acceptance for the discharge of his duties in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Karol Sowa – the Secretary of the Company's Supervisory Board is granted a vote of acceptance for the discharge of his duties in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Raimondo Eggink – the Member of the Company's Supervisory Board is granted a vote of acceptance for the discharge of his duties in the period from 1 April 2023 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Tomasz Karpiński – the Member of the Company's Supervisory Board is granted a vote of acceptance for the discharge of his duties in the period from 30 January 2024 to 31 March 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on granting a vote of acceptance to a member of the Company's Supervisory Board for the discharge of his duties for the financial year commencing 1 April 2023 and ending 31 March 2024
The Ordinary General Assembly, acting pursuant to Art. 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code as well as § 7 sec. 7 item 2 of the Company's Articles of Association, resolved as follows:
§ 1
Mr. Daniel Dąbrowski – the Member of the Company's Supervisory Board is granted a vote of acceptance for the discharge of his duties in the period from 1 April 2023 to 18 January 2024.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on evaluation of the Report of the Supervisory Board of Kredyt Inkaso S.A. on remuneration of members of the Management Board and the Supervisory Board for the period staring 1 of April 2023 and ending 31 of March 2024
The Ordinary General Assembly, acting pursuant to Art. 395 § 21 of the Commercial Companies Code in connection with Art. 90g.sec. of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005, having considered the auditor's assessment, resolved as follows:
§ 1
The Ordinary General Assembly of Kredyt Inkaso S.A., hereby resolves to endorse the Report of the Supervisory Board of Kredyt Inkaso S.A. on remuneration of members of the Management Board and the Supervisory Board for period staring 1 April 2023 and ending 31 March 2024, as adopted by the Supervisory Board and attached to this resolution.
§ 2
RESOLUTION No. …/2024 of the Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
on approval of transactions resulting in a charge on the assets of a subsidiary of the Kredyt Inkaso Capital Group in connection with a renewable credit agreement
§ 1
In connection with the renewable credit agreement (hereinafter "Credit Agreement") entered into by the Company's Capital Group entity, i.e. Kredyt Inkaso III Niestandaryzowany Fundusz Inwestycyjny Zamknięty Wierzytelności (hereinafter referred to as the "Fund"), with Santander Bank Polska S.A. with its registered office in Warsaw (hereinafter referred to as the "Bank"), up to the amount of PLN 100,000,000.00 (in words: one hundred million zlotys) and by resolution of the Company's Supervisory Board No. XI/37/1/2024 dated 02.07.2024 as well as resolution of the Company's Management Board No. V/1/7/2024 dated 19.07.2024, the Ordinary General Assembly, acting pursuant to § 7 section 7 item 15 of the Articles of Association of Kredyt Inkaso S.A., hereby agrees to secure the Bank's receivables under the Credit Agreement by:
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- establishment of a registered pledge up to the highest security amount of PLN 150,000,000.00 and a financial pledge on the Company's current account;
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- establishment of a registered pledge up to the highest amount of security in the amount of PLN 150,000,000.00 and a financial pledge on the Fund's current account;
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- establishment of a registered pledge on packages/portfolios of receivables governed by Polish law, acquired by the Fund in the course of the Fund's activities, up to the highest amount of security in the amount of PLN 150,000,000.00;
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- the execution by the Fund or the Company of any agreements or other documents establishing or amending the pledges referred to in 1-3 above (other than through a generic change in the subject matter of such pledge), including in the form of new agreements or documents or annexes or amending agreements to the agreements or documents pursuant to which the pledge will be established or established (collectively, the "Pledge Documents") and for any method of enforcement of such pledge that will be provided for in the Pledge Documents to the extent permitted by law.
§ 2
Justification for drafts of resolutions of Ordinary General Assembly of Kredyt Inkaso S.A. dated 27 September 2024
The Management Board of Kredyt Inkaso S.A. hereby presents justification for the drafts of resolutions of the upcoming Ordinary General Assembly:
- 1) Resolutions no. 2, 4 and 5 of the proposed agenda, are resolutions of an orderly or procedural nature passed in the course of the General Assembly in accordance with the provisions of the Commercial Companies Code.
- 2) Resolutions no. 8, 9 and 10 of the proposed agenda are resolutions related to the General Assembly's consideration and approval of the Company's financial statement, the consolidated financial statement of the Kredyt Inkaso Capital Group and the Management Board's report on the Company's and the Kredyt Inkaso Capital Group's activities for the fiscal year started on April 1, 2023 and ended on March 31, 2024. The reports were positively assessed by the Supervisory Board in terms of their compliance with the books, documents and facts in Resolution No. XI/38/2/2024 of July 11, 2024, and the adoption of the resolutions by the General Assembly was positively assessed by the Supervisory Board by Resolution No. XI/41/4/2024 dated August 29, 2024.
- 3) Resolution no. 11 of the proposed agenda concerns the General Assembly's decision to allocate the Company's net profit for the fiscal year 2023/2024, in accordance with the proposal presented by the Company's Management Board dated August 22, 2024, positively reviewed by the Company's Supervisory Board in Resolution No. XI/41/3/2024 dated August 29, 2024.
- 4) Resolution no. 12 of the proposed agenda is related to the implementation of Rule 2.11. Dobrych Praktyk Spółek Notowanych na GPW 2021 according to which the supervisory board prepares and presents an annual report to the ordinary general meeting for approval.
- 5) Resolutions no. 13 of the proposed agenda relate to the granting of discharge to individual members of the Company's Management Board for performance of their duties for the fiscal year started on April 1, 2023 and ended on March 31, 2024, in accordance with Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code. The adoption of the resolutions by the General Assembly was positively reviewed by the Supervisory Board in Resolution No. XI/41/4/2024 dated August 29, 2024.
- 6) Resolutions no. 14 of the proposed agenda relate to the granting of discharge to individual members of the Company's Supervisory Board for performance of their duties for the fiscal year started on April 1, 2023 and ended on March 31, 2024, in
accordance with Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code.
- 7) Resolution no. 15 of the proposed agenda is the compliance with the obligation under Art. 395 § 21 of the Commercial Companies Code in connection with Art. 90g.sec. 6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
- 8) Resolution no. 16 of the proposed agenda is a resolution to authorize by the General Assembly, pursuant to the provisions of § 7 Section 7 item 15 of the Company's Articles of Association, transactions that result in the charge of the Company's assets or the subsidiary of the Kredyt Inkaso Capital Group in connection with a renewable credit agreement exceeding the equivalent of 20% of the Company's consolidated equity as of the end of the calendar quarter preceding the date of the legal action, or in the case of several related legal actions, as of the end of the calendar quarter preceding the date of the last legal action. On July 22, 2024, an entity of the Company's Group, i.e. Kredyt Inkaso III Niestandaryzowany Fundusz Inwestycyjny Zamknięty Wierzytelności ("Fund"), entered into an agreement with Santander Bank Polska S.A. ("Bank") an agreement for a renewable credit agreement of up to PLN 100 million ("Credit"). Full utilization of the Credit requires the establishment of pledges resulting in the incumbrance of selected assets of the Company and the Fund in the form of registered and financial pledges on current accounts of the Fund and the Company, as well as a pledge on debt portfolios purchased by the Fund, the value of which will exceed the equivalent of 20% of the Company's consolidated equity.