28/2009 - Draft resolutions for the Annual General Meeting of Trakcja Polska SA of 24 June 2009
The Management Board of Trakcja Polska SA, with its registered office in Warsaw, hereby announces the draft resolutions which are to be the subjects of the Company’s Annual General Meeting, which is to be held on 24 June 2009 at 11.00 at Room 1012, 10th floor, al. Jana Pawła II.
Ad. 1. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the election of Chairperson of the Annual General Meeting
“1. Pursuant to Article 409 § 1 of the Code of Commercial Companies, the Annual General Meeting decides to elect ______________ as the Chairperson of the Annual General Meeting.
2. The resolution becomes effective on the date of its adoption.”
Ad. 3. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the acceptance of the agenda of the General Meeting
“1. The Company’s Annual General Meeting accepts the agenda of the Company’s General Meeting of the wording and in the order announced in Monitor Sądowy i Gospodarczy No. 102 (3205) of 27 May 2009, item 6728, of the following wording:
1. Opening of the General Meeting and adoption of a resolution on the election of a Chairperson;
2. Confirmation of the correctness of calling the General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
3. Adoption of a resolution on the acceptance of the meeting agenda;
4. Review and approval of the Supervisory Board’s report on the results of the evaluation of the reports referred to in point 5 of this meeting agenda, assessment of the Company’s situation and the Management Board’s motion on the distribution of the Company’s profits or the coverage of the Company’s losses;
5. Review and adoption of a resolution on the approval of the Company’s Management Report on the Company’s activities in 2008 and the Company’s financial statements for 2008;
6. Review and adoption of a resolution on the approval of the consolidated financial statements of the Trakcja Polska S.A. Group for 2008 and the Management Report on the activities of the Trakcja Polska S.A. Group in 2008;
7. Adoption of a resolution on the distribution of the Company’s profits or the coverage of the Company’s losses for 2008;
8. Adoption of a resolution awarding a vote of approval to the members of the Company’s authorities for the fulfilment of their duties in 2008;
9. Adoption of a resolution to amend the Articles of Association of Trakcja Polska S.A. regarding the expansion and adjustment of the subject of the Company’s activities in accordance with the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities [Polska Klasyfikacja Działalności - PKD - Polish SIC Code] (Dz.U.07.251.1885).;
10. Close of the meeting.”
2. The resolution becomes effective on the date of its adoption.”
Ad. 4. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the approval of the Supervisory Board’s report on the results of the assessment of the Company’s Management Report for 2008
and the Company’s financial statements for 2008, the assessment of the Company’s situation and the Management Board’s motion on the distribution of the Company’s profit
“1. Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, after reviewing the Supervisory Board’s report on the results of the assessment of the Company’s Management Report for 2008 and the Company’s financial statements for 2008, the assessment of the Company’s situation and the Management Board’s motion on the distribution of the Company’s profit for 2008 such that the net profit of PLN 19,280,000.00 (nineteen million, two hundred and eighty thousand zlotys) is to be assigned to the Company’s supplementary capital, the Annual General Meeting decides to approve these reports.
2. The resolution becomes effective on the date of its adoption.”
Ad. 5. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the approval of the Company’s Management Report on the Company’s activities in 2008 and the Company’s financial statements for 2008
§1
“Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, after reviewing the Company’s Management Report on the Company’s activities in the financial year ended 31 December 2009, the Annual General Meeting decides to approve it.
§2
Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, after reviewing the Company’s financial statements for the financial year ended 31 December 2009, consisting of:
1) the Company’s balance sheet prepared as at 31 December 2008 with total assets and total equity and liabilities of PLN 506,583,000.00 (five hundred and six million, five hundred and eighty-three thousand zlotys);
2) the Company’s income statement for the financial year ended 31 December 2008, showing a net profit of PLN 19,280,000.00 (nineteen million, two hundred and eighty thousand zlotys);
3) the Company’s cash flow statement for the financial year ended 31 December 2008 showing a net increase in cash over the year from 1 January to 31 December 2008 of PLN 128,014,000.00 (one hundred and twenty-eight million, fourteen thousand zlotys);
4) the Company’s statement of changes in equity from 1 January 2008 to 31 December 2008 disclosing an increase in equity of PLN 130,779,000.00 (one hundred and thirty million, seven hundred and seventy-nine thousand zlotys); and
5) the additional information and explanations,
the Annual General Meeting approves the Company's financial statements for the 2008 financial year.”
§3
The resolution becomes effective on the date of its adoption.
Ad. 6. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009 on the approval of the financial statements of the Trakcja Polska S.A. Group for 2008 and the Management Report on the activities of the Trakcja Polska S.A. Group in 2008
§1
"Pursuant to Article 395 § 5 of the Code of Commercial Companies, after reviewing the consolidated financial statements of the Trakcja Polska S.A. Group for the financial year ended 31 December 2009, consisting of:
1) the consolidated balance sheet prepared as at 31/12/2008 with total assets and total equity and liabilities of PLN 754,185,000.00 (seven hundred and fifty-four million, one hundred and eighty-five thousand zlotys);
2) the consolidated income statement for the period from 01/01/2008 to 31/12/2008 disclosing a net profit of PLN 55,746,000.00 (fifty-five million, seven hundred and forty-six thousand zlotys);
3) the consolidated cash flow statement disclosing a net increase in the level of cash for the period from 01/01/2008 to 31/12/2008 of PLN 171,966,000.00 (one hundred and seventy-one million, nine hundred and sixty-six thousand zlotys);
4) the consolidated statement of changes in equity showing an increase in equity of PLN 167,169,000.00 (one hundred and sixty-seven million, one hundred and sixty-nine thousand zlotys);
5) the additional information and explanations,
the Annual General Meeting approves the consolidated financial statements of the Trakcja Polska S.A. Group for the 2008 financial year.”
§2
After reviewing the report on the activities of the Trakcja Polska S.A. Group in the financial year ended 31 December 2008, the Annual General Meeting decides to approve it.
§3
The resolution becomes effective on the date of its adoption.
Ad. 7. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the distribution of the Company’s profits or the coverage of the Company’s losses for 2008
"1. Pursuant to Article 395 § 2(2) of the Code of Commercial Companies, the Annual General Meeting hereby decides that - in accordance with the Management Board’s motion - the Company’s profit generated by the Company in the financial year ended 31 December 2008 of PLN 19,280,000.00 (nineteen million, two hundred and eighty thousand zlotys) shall be assigned in whole to supplementary capital, as a result of which a dividend for 2008 will not be paid.
2. The resolution becomes effective on the date of its adoption.”
Ad. 8. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Maciej Radziwiłł for the fulfilment of the duties of President of the Company's Management Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Maciej Radziwiłł a vote of approval for the fulfilment of the duties of President of the Company’s Management Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Tadeusz Kozaczyński for the fulfilment of the duties of Vice President of the Company's Management Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Tadeusz Kozaczyński a vote of approval for the fulfilment of the duties of Vice President of the Company’s Management Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Dariusz Mańkowski for the fulfilment of the duties of Vice President of the Company's Management Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Dariusz Mańkowski a vote of approval for the fulfilment of the duties of Vice President of the Company’s Management Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Tadeusz Kałdonek for the fulfilment of the duties of Vice President of the Company's Management Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Tadeusz Kałdonek a vote of approval for the fulfilment of the duties of Vice President of the Company’s Management Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Jorge Miarnau Montserratfor the fulfilment of the duties of the Chairperson of the Company's Supervisory Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Jorge Miarnau Montserrat a vote of approval for the fulfilment of the duties of Chairperson of the Company’s Supervisory Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Miquel LlevatVallespinosa for the fulfilment of the duties of the Deputy Chairperson of the Company's Supervisory Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Miquel Llevat Vallespinosaa vote of approval for the fulfilment of the duties of Deputy Chairperson of the Company’s Supervisory Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Rodrigo Pomar López for the fulfilment of the duties of Member of the Company's Supervisory Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Rodrigo Pomar Lópeza vote of approval for the fulfilment of the duties of Member of the Company’s Supervisory Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Paweł Maciej Ziółek for the fulfilment of the duties of Member of the Company's Supervisory Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Paweł Maciej Ziółeka vote of approval for the fulfilment of the duties of Member of the Company’s Supervisory Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the award of a vote of approval to Mr. Tomasz Szyszko for the fulfilment of the duties of Member of the Company's Supervisory Board in 2008
“1. Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Tomasz Szyszkoa vote of approval for the fulfilment of the duties of Member of the Company’s Supervisory Board in 2008.
2. The resolution becomes effective on the date of its adoption.”
Ad. 9. of the meeting agenda:
Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA POLSKA Spółka Akcyjna
with its registered office in Warsaw
of 24 June 2009
on the amendment of the Articles of Association of Trakcja Polska S.A. regarding the expansion and adjustment of the subject of the Company’s activities in accordance with the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities [Polska Klasyfikacja Działalności - PKD - Polish SIC code] (Dz.U.07.251.1885).
§ 1
“The General Meeting decides to amend the Company’s Articles of Association such that Article 6 of the Articles of Association to date is worded as follows:
“Article 6.
According to the Polish Classification of Activities, the subject of the Company’s activities is:
6.1 Forestry and logging (Polish SIC code 02);
6.2 Other mining and quarrying (Polish SIC code 08);
6.3 Mining and quarrying support service activities (Polish SIC code 09);
6.4 Manufacture of products of wood and cork, except furniture; manufacture of products from straw and plaiting materials (Polish SIC code 16);
6.5 Manufacture of other non-metallic mineral products (Polish SIC code 23);
6.6 Manufacture of metals (Polish SIC code 24);
6.7 Manufacture of fabricated metal products, except machinery and equipment (Polish SIC code 25);
6.8 Manufacture of computer, electronic and optical products (Polish SIC code 26);
6.9 Manufacture of electrical equipment (Polish SIC code 27);
6.10 Manufacture of machinery and equipment, not classified elsewhere (Polish SIC code 28);
6.11 Other manufacturing (Polish SIC code 32);
6.12 Repair, maintenance and installation of machinery and equipment (Polish SIC code 33);
6.13 Waste collection, processing and treatment activities; raw material recovery (Polish SIC code 38);
6.14 Construction of buildings (Polish SIC code 41);
6.15 Works related to the construction of civil and marine engineering facilities (Polish SIC code 42);
6.16 Specialised construction activities (Polish SIC code 43);
6.17 Wholesale and retail trade of motor vehicles and repair of motor vehicles (Polish SIC code 45);
6.18 Wholesale trade, except motor vehicle wholesaling (Polish SIC code 46);
6.19 Retail trade, except motor vehicle retailing (Polish SIC code 47);
6.20 Land transport and transport via pipelines (Polish SIC code 49);
6.21 Warehousing and support activities for transportation (Polish SIC code 52);
6.22 Hotels and similar accommodation services (Polish SIC code 55);
6.23 Telecommunications (Polish SIC code 61);
6.24 Financial service activities, except insurance and pension funding (Polish SIC code 64);
6.25 Real estate activities (Polish SIC code 68);
6.26 Legal, accounting and bookkeeping, as well as tax consulting services (Polish SIC code 69);
6.27 Activities of head offices; management consultancy activities (Polish SIC code 70);
6.28Architectural and engineering activities; technical testing and analysis (Polish SIC code 71);
6.29 Scientific research and development (Polish SIC code 72);
6.30 Advertising, market research and public opinion polling (Polish SIC code 73);
6.31 Other professional, scientific and technical activities (Polish SIC code 74);
6.32 Rental and leasing activities (Polish SIC code 77);
6.33 Security and investigation activities (Polish SIC code 80);
6.34 Services to buildings and landscape activities (Polish SIC code 81);
6.35 Education (Polish SIC code 85).
If a permit or concession is required for a specific subject of activities, the Company shall commence such activities after obtaining the permit or concession."
§ 2
The resolution becomes effective on the date of its adoption.”
Justification of the draft resolutions for the Annual General Meeting in accordance with point II.1.4 of the Good Practices of Companies listed on the WSE:
In accordance with the principles specified in the Good Practices of Companies Listed on the WSE, draft resolutions should be justified, with the exception of resolutions on matters of order and formal matters, as well as resolutions which are typical of resolutions adopted during Annual General Meetings. Therefore, resolutions on the election of a Chairperson of an Annual General Meeting, the acceptance of the agenda and the resolutions contained in points 4, 5, 6, 7 and 8 of the agenda, which are adopted by the Annual General Meeting in the fulfilment of the duties provided for by Article 395 § 2 and § 5 of the Code of Commercial Companies, do not require justification.
The adoption of the resolution contained in point 9 of the agenda arises from the need to adjust the current wording of the Articles of Association to the currently applicable regulations on the Polish Classification of Activities, in particular, the Regulation of the Council of Ministers of 24 December 2007 on the Polish Classification of Activities (“PKD”) (Dz.U.07.251.1885).
Attachment:report on the activities of the Supervisory Board of Trakcja Polska S.A. for 2008.
Legal grounds:
In accordance with § 38(1)(3) of the Regulation of the Minister of Finance of 19 February 2009 on current and regular information published by issuers of securities and the conditions for accepting information required by the provisions of the law of a state which is not a Member State as being equivalent.
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