16/2014 – Draft Resolutions of the Ordinary General Meeting of Shareholders
With reference to Current Report No. 15/2004 of 16 May 2014, the Management Board of Trakcja PRKiI S.A. with its registered office in Warsaw (hereinafter the “Company”) hereby makes public the wording of draft resolutions regarding the issues included in the agenda of the Ordinary General Meeting of Shareholders to be held on 12 June 2014. The wording of draft resolutions shall be as follows:
Re. 1 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
on the election of the Chairperson of the Ordinary General Meeting of Shareholders
§1
Pursuant to Article 409 § 1 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby resolves to elect [_] as the Chairman thereof.
§2
The resolution shall enter into force as of its adoption.”
Re. 3 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
on the adoption of the agenda of the Ordinary General Meeting of Shareholders
§1
The Ordinary General Meeting of the Company adopts the following agenda thereof:
- Opening of the Ordinary General Meeting of Shareholders and adoption of a resolution on election of a Chairperson;
- Confirmation of the correctness of the convening of the Ordinary General Meeting of Shareholders and its power to adopt resolutions; checking of the attendance list;
- Adoption of a resolution on the agenda;
- Examination and approval of the report of the Supervisory Board on the evaluation of the statements referred to in pt. 5 and 6 of this agenda, assessment of the Company’s and Trakcja Group’s situation and of the proposal of the Management Board for profit distribution;
- Examination and adoption of a resolution on approving the report of the Company’s Management Board on the Company’s operations in the period from 1 January 2013 to 31 December 2013 and the financial statements of the Company for the financial year ended 31 December 2013;
- Examination and adoption of a resolution approving the consolidated financial statements of the Trakcja Group for the financial year ended 31 December 2013 and the report on the operations of the Trakcja Group in the period from 1 January 2013 to 31 December 2013;
- Adoption of a resolution on profit distribution for 2013;
- Adoption of resolutions acknowledging the fulfilment of duties by members of the Company’s Management Board in the financial year ended 31 December 2013;
- Adoption of resolutions acknowledging the fulfilment of duties by members of the Company’s Supervisory Board in the financial year ended 31 December 2013;
- Conclusion of the Ordinary General Meeting of Shareholders.
§2
The resolution shall enter into force as of its adoption.”
Re. 4 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
on approving the report of the Supervisory Board
§1
Having examined the report of the Supervisory Board on the evaluation of the report of the Management Board on the operations of the Company in the period from 1 January 2013 to 31 December 2013
and the financial statements of the Company for the financial year ended 31 December 2013, and the report on the operations of the Trakcja Group in the period from 1 January 2013 to 31 December 2013, and also the consolidated financial statements of the Trakcja Group for the financial year ended 31 December 2013, as well as the assessment of the situation of the Trakcja Group and the assessment of the proposal of the Management Board on profit distribution for 2013, the Ordinary General Meeting of Shareholders decides to approve that report.
§2
The resolution shall enter into force as of its adoption.”
Re. 5 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
on approving the report of the Company’s Management Board on the operations of the Company in the period from 1 January 2013 to 31 December 2013
and the financial statements of the Company for the financial year ended 31 December 2013
§1
Pursuant to Article 395 § 2 pt. 1) of the Commercial Companies Code, having examined the report of the Company’s Management Board on the operations of the Company in the period from 1 January 2013 to 31 December 2013, the Ordinary General Meeting of Shareholders approves that report.
§2
Pursuant to Article 395 § 2 pt. 1) of the Commercial Companies Code, having examined the financial statements of the Company for the financial year ended on 31 December 2013, which consist of:
1. the income statement for the period from 1 January 2013 to 31 December 2013, showing net profit in the amount of PLN 26,219,635.62 (in words: twenty six million two hundred nineteen thousand six hundred and thirty five Polish zlotys, 62/100);
2. the statement of comprehensive income for the period from 1 January 2013 to 31 December 2013, showing the total comprehensive income (positive value) in the amount of PLN 31,943,000 (in words: thirty one million nine hundred forty three thousand Polish zlotys);
3. the balance sheet of the Company as of 31 December 2013, showing the assets and liabilities in the amount of PLN 1,150,284,000 (in words: one million one hundred fifty thousand two hundred and eighty four Polish zlotys);
4. the cash flow statement for the period from 1 January 2013 to 31 December 2013, showing a decrease in a net cash balance by PLN 15,019,000 (in words: fifteen million and nineteen thousand Polish zlotys).
5. the statement of changes in equity of the Company for the period from 1 January 2013 to 31 December 2013, showing an increase in its equity by PLN 126,541,000 (in words: one hundred twenty six million five hundred and forty one thousand Polish zlotys); and
6. Additional information and notes,
the Ordinary General Meeting of Shareholders approves the financial statements of the Company for the financial year ended 31 December 2013.
§3
The resolution shall enter into force as of its adoption.”
Re. 6 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
approving the consolidated financial statements of the Trakcja Group for the financial year ended 31 December 2013
and the report on the operations of the Trakcja Group in the period from 1 January 2013 to 31 December 2013
§1
Pursuant to Article 395 § 5 of the Commercial Companies Code, having examined the consolidated financial statements of the Trakcja Group for the financial year ended on 31 December 2013, which consist of:
1. the consolidated income statement for the period from 1 January 2013 to 31 December 2013, showing net profit in the amount of PLN 37,916,000 (in words: thirty seven million nine hundred and sixteen thousand Polish zlotys);
2. the consolidated statement of comprehensive income for the period from 1 January 2013 to 31 December 2013, showing the total comprehensive income (positive value) in the amount of PLN 45,013,000 (in words: forty five million and thirteen thousand Polish zlotys);
3. the consolidated balance sheet as of 31 December 2013, showing the assets and liabilities in the amount of PLN 1,643,138,000 (in words: one billion six hundred forty three million one hundred and thirty eight thousand Polish zlotys);
4. the consolidated cash flow statement for the period from 1 January 2013 to 31 December 2013, showing a decrease in a net cash balance by PLN 39,368,000 (in words: thirty nine million three hundred and sixty eight thousand Polish zlotys);
5. the consolidated statement of changes in equity for the period from 1 January 2013 to 31 December 2013, showing an increase in the consolidated equity by PLN 141,186,000 (in words: one hundred forty one million one hundred and eighty six thousand Polish zlotys); and
6. Additional information and notes;
the Ordinary General Meeting of Shareholders approves the consolidated financial statements of the Trakcja Group for the financial year ended 31 December 2013.
§2
Pursuant to Article 395 § 5 of the Commercial Companies Code, having examined the report of the operations of the Trakcja Group in the period from 1 January 2013 to 31 December 2013, the Ordinary General Meeting of Shareholders approves that report.
§3
The resolution shall enter into force as of its adoption.”
Re. 7 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
on the distribution of the Company’s profit for 2013
§1
Pursuant to Article 395 § 2 pt. 2) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby decides that the net profit for the period from 1 January 2013 to 31 December 2013 in the amount of PLN 26,219,635.62 (in words: twenty six million two hundred nineteen thousand six hundred and thirty five Polish zlotys, 62/100) shall be fully allocated to cover the losses for the period from 1 January 2012 to 31 December 2012. The remaining amount of the Company’s losses for the period from 1 January 2012 to 31 December 2012 shall be covered from the profits generated in future years.
§2
The resolution shall enter into force as of its adoption.”
Re. 8 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the President of the Company’s Management Board by Mr. Roman Przybył in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the President of the Company’s Management Board by Mr. Roman Przybył in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Tadeusz Kałdonek in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Tadeusz Kałdonek in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Nerijus Eidukevičius in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Nerijus Eidukevičius in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Ms. Marita Szustak in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Ms. Marita Szustak in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Jarosław Tomaszewski in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Jarosław Tomaszewski in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Stefan Dziedziul in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Stefan Dziedziul in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Rodrigo Pomar López in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Vice-President of the Company’s Management Board by Mr. Rodrigo Pomar López in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
Re. 9 of the agenda:
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of the Chairman of the Company’s Supervisory Board by Maciej Radziwiłł in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of the Chairman of the Company’s Supervisory Board by Mr. Maciej Radziwiłł in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Andrzej Bartos in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Andrzej Bartos in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Wojciech Napiórkowski in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Wojciech Napiórkowski in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Jorge Miarnau Montserrat in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Jorge Miarnau Montserrat in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Miquel Llevat Vallespinosa in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Miquel Llevat Vallespinosa in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Julijus Stalmokas in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Julijus Stalmokas in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Fernando Perea Samarra in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Fernando Perea Samarra in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Carles Sumarroca Claverol in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Carles Sumarroca Claverol in 2013.
§2
The resolution shall enter into force as of its adoption.”
“Resolution No. [*]
of the Ordinary General Meeting of Shareholders
of the company operating under the name of TRAKCJA PRKiI
Spółka Akcyjna
with its registered office in Warsaw
of [*] 2014
acknowledging the fulfilment of duties of a member of the Company’s Supervisory Board by Alvydas Banys in 2013
§1
Pursuant to Article 395 § 2 pt. 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders hereby acknowledges the fulfilment of duties of a member of the Company’s Supervisory Board by Mr. Alvydas Banys in the financial year ended 31 December 2013.
§2
The resolution shall enter into force as of its adoption.”
***
Legal basis:
§ 38 item 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent.
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