16/2012 - Draft Resolutions for the Ordinary General Meeting
The Management Board of Trakcja - Tiltra Spółka Akcyjna located in Warsaw (hereinafter referred to as the "Company"), due to the current report no 15/2012 of April 20, 2012 makes the draft resolutions public, the text of which is to be subject of the Ordinary General Meeting convened on May 17, 2012 r. The proposed text of the resolutions is the following:
Re para 1. of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on the election of the Chairperson of the Ordinary General Meeting
Pursuant to Article 409 § 1 of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting decides to elect ______________ as Chairperson of the Ordinary General Meeting.
§2
The Resolution shall be effective on the day of its adoption.”
Re para 3/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on adoption of an agenda of the Ordinary General Meeting
„§1
The Ordinary General Meeting of the Company adopts the following agenda of the General Meeting of the Company:
- Opening of the Ordinary General Meeting and adoption of a resolution on election of a Chairperson;
- Confirming the correctness of the summoning of the Ordinary General Meeting and its power to adopt binding resolutions; checking the attendance list;
- Adoption of the resolution on the agenda of the meeting;
- Consideration and approval of the report of the Supervisory Board on the results of report evaluation, as mentioned in point 5 and point 6 of this agenda, evaluation of the Company's position and conclusions of the Management Board with respect to the distribution of the Company’s profit;
- Consideration and adoption of a resolution on approving the Management report on the activities of the Company in 2011 and the financial statement of the Company for 2011;
- Consideration and adoption of a resolution on approving the consolidated financial statement of the Trakcja - Tiltra S.A. Capital Group for 2011 and the report on the activities of the Trakcja - Tiltra S.A. Capital Group for 2011;
- Adoption of a resolution on the distribution of the Company’s profit for 2011;
- Adoption of a resolution on the granting of acknowledgement of the performance of duties to the members of the Management Board of the Company in 2011;
- Adoption of a resolution on the granting of acknowledgement of the performance of duties to the members of the Supervisory Board of the Company in 2011;
- Closing the Ordinary General Meeting.
§2
The Resolution shall be effective on the day of its adoption.”
Re para 4/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
onapproving the report of the Supervisory Board on the results of evaluation of the Manangement report on the activities of the Company and the financial statement of the Company for 2011, and the report on the activities of the Trakcja - Tiltra Capital Group and the financial statement of the Trakcja - Tiltra S.A. Capital Group for 2011, evaluation of the Company's position, evaluation of the position of the Trakcja - Tiltra S.A. Capital Group and the motion of the Management Board on the distribution of the Company’s profit
„§1
The Ordinary General Meeting - upon reviewing the report of the Supervisory Board on the results of evaluation of the Management report on the activities of the Company and the financial statement of the Company for 2011, and the report on the activities of the Trakcja - Tiltra Capital Group and the financial statement of the Trakcja - Tiltra S.A. Capital Group for 2011, evaluation of the Company's position, evaluation of the position of the Trakcja - Tiltra S.A. Capital Group and the motion of the Management Board on the allocation of the Company’s profit for 2011 in such a manner that the amount of net profit of PLN 52,933,600.60 (say: fifty-two million nine hundred thirty-three thousand 60/100 Polish zlotys) will be allocated to the supplementary capital, decides to approve these reports.
§2
The Resolution shall be effective on the day of its adoption.”
Re para 5/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on approving the Management report on the activities of the Company in 2011 and the financial statement of the Company for 2011
„§1
Pursuant to Article 395 § 2 point (1) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting, after considering the report of the Management Board of the Company for the financial year ended on 31 December 2011, approves the report of the Management Board of the Company for the financial year 2011.
§2
Pursuant to Article 395 § 2 point (1) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting, after considering the financial statement of the Company for the financial year ended on 31 December 2011, composed of:
- the Company's balance sheet as for December 31, 2011, which shows assets and liabilities in the amount of PLN 955,557,023.04 (nine hundred fifty-five million five hundred fifty-seven thousand twenty-three 04/100 Polish zlotys);
- profit and loss account of the Company for the financial year ended on 31 December 2011, showing the net profit of PLN 52,933,600.60 (fifty-two million nine hundred thirty-three thousand six hundred 60/100 Polish zlotys);
- statement of changes in equity of the Company for the period from January 1, 2011 to December 31, 2011, showing the increase in equity by PLN 104,769,403.32 (one hundred four million seven hundred sixty-nine thousand four hundred three 32/100 Polish zlotys);
- statement of total income for the period from January 1, 2011 to December 31, 2011 showing total income of PLN 52,933,600.60 (fifty-two million nine hundred thirty-three thousand six hundred 60/100 Polish zlotys);
- cash flow statement for the financial year ended on December 31, 2011 showing decrease in net cash flow in the financial period from January 1, 2011 to December 31, 2011 by PLN 42,308,140.25 (forty two million three hundred eight thousand one hundred forty 25/100 Polish zlotys); and
- explanatory notes of the Company for the financial year ended on December 31, 2011.
approves the financial statement of the Company for the financial year 2011.
§3
The Resolution shall be effective on the day of its adoption.”
Re para 6/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
with respect to adoption of the financial statement of the Trakcja - Tiltra S.A. Capital Group for 2011 and the report on the activities of the Trakcja - Tiltra S.A. Capital Group for 2011
„§1
Pursuant to Article 395 § 5 of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting, after considering the consolidated financial statement of the Trakcja - Tiltra S.A. Capital Group for the financial year ended on 31 December 2010, composed of:
- consolidated balance sheet as on December 31, 2011, which shows assets and liabilities in the amount of PLN 1, 928,263,000.00 (one billion nine hundred twenty-eight million two hundred sixty-three thousand Polish zlotys);
- consolidated profit and loss account for the period from January 1, 2011 to December 31, 2011, showing net profit in the amount of PLN 62,969,000.00 (sixty-two million nine hundred sixty-nine thousand Polish zlotys);
- consolidated total income report for the period from 1 January 2011 to 31 December 2011, showing total income in the amount of PLN 79,723,000.00 (seventy-nine million seven hundred twenty-three thousand Polish zlotys);
- balance of changes in the consolidated equity for the period from 1 January 2011 to 31 December 2011, showing an increase of equity by PLN 148,585,000.00 (one hundred forty-eight million five hundred eighty-five thousand Polish zlotys);
- consolidated cash flow statement showing a decrease in net cash balance in the period from 1 January 2011 to 31 December 2011 by PLN 16,211,000.00 (sixteen million two hundred eleven thousand Polish zlotys);
- explanatory notes;
approves the consolidated financial statement of Trakcja - Tiltra S.A. Capital Group for the financial year 2011.
§2
Pursuant to Article 395 § 5 of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting, after considering the report on the activities of the Trakcja - Tiltra S.A. Capital Group for the financial year ended on 31 December 2011, approves the report on the activities of the Trakcja - Tiltra S.A. Capital Group for the financial year 2011.
§3
The Resolution shall be effective on the day of its adoption.”
Re para 7/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on the distribution of the Company’s profit for 2011
„§1
Pursuant to Article 395 § 2 point (2) of the Commercial Code of Companies and Partnerships the Ordinary General Meeting decides that the Company's profit earned by the Company in the financial year ended on December 31, 2011 in the amount of PLN 52,933,600.60 (say: fifty-two million nine hundred thirty-three thousand 60/100 Polish zlotys) will be allocated to the supplementary capital.
§2
The Resolution shall be effective on the day of its adoption.”
Re para 8/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Maciej Radziwiłł the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Maciej Radziwiłł the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Tadeusz Kozaczyński the acknowledgement of the performance of the duties of the Vice-President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Tadeusz Kozaczyński the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Dariusz Mańkowski the acknowledgement of the performance of the duties of the Vice-President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Dariusz Mańkowski the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Tadeusz Kałdonek the acknowledgement of the performance of the duties of the Vice-President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Tadeusz Kałdonek the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Tadeusz Bogdan the acknowledgement of the performance of the duties of the Vice-President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Tadeusz Bogdan the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Roman Przybył the acknowledgement of the performance of the duties of the Vice-President of the Management Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Roman Przybył the acknowledgement of the performance of the duties of the President of the Management Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Re para 9/p of the agenda:
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Jorge Miarnau Montserrat the acknowledgement of the performance of the duties of the Chairperson of the Supervisory Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Jorge Miarnau Montserrat the acknowledgement of the performance of the duties of the Chairperson of the Supervisory Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Miquel Llevat Vallespinosa the acknowledgement of the performance of the duties of the Deputy Chairperson of the Supervisory Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Mr Miquel Llevat Vallespinosa the acknowledgement of the performance of the duties of the Chairperson of the Supervisory Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Rodrigo Pomar López the acknowledgement of the performance of the duties of a member of the Supervisory Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Rodrigo Pomar López the acknowledgement of the performance of the duties of the Member of the Supervisory Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Paweł Maciej Ziółek the acknowledgement of the performance of the duties of a member of the Supervisory Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Maciej Ziółek the acknowledgement of the performance of the duties of the Member of the Supervisory Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Resolution No [*]
of the Ordinary General Meeting
the Company operating under the name of TRAKCJA - TILTRA Spółka Akcyjna
with its registered office in Warsaw
of May 17, 2012
on granting to Mr Tomasz Szyszko the acknowledgement of the performance of the duties of a member of the Supervisory Board of the Company in 2011
„§1
Pursuant to Article 395 § 2 point (3) of the Commercial Code of Companies and Partnerships, the Ordinary General Meeting hereby grants to Tomasz Szyszko the acknowledgement of the performance of the duties of the Member of the Supervisory Board of the Company in 2011.
§2
The Resolution shall be effective on the day of its adoption.”
Appendix to Report of the Supervisory Board on the Activities of Trakcja - Tiltra S.A. in 2011.
Legal basis:
§ 38 sec. 1 point (3) of the Ordinance of the Minister of Finance of February 19, 2009 concerning the current and periodic information provided by securities issuers and the criteria for equivalent information required by the acts of law of non-member states.
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