20/2015 - Draft Resolutions of the Ordinary General Meeting of Shareholders
With reference to Current Report No. 19/2015 of 29 May 2015, 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 25 June 2015. The wording of draft resolutions shall be as follows:
Re. 1 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the election of Chairman 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 Chairman of the Annual General Meeting.
§2
The resolution becomes effective on the moment of its adoption.”
Re. 3 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the acceptance of the agenda of the General Meeting
§1
The Company’s Annual General Meeting accepts the meeting agenda of the Company’s General Meeting as follows:
- Opening of the Annual General Meeting and adoption of a resolution on the election of a Chairman;
- Confirmation of the correctness of calling the Annual General Meeting and its capacity to adopt resolutions, as well as checking the attendance list;
- Adoption of a resolution on the acceptance of the meeting agenda;
- Review and approval of the Supervisory Board’s report on the results of the evaluation of the reports referred to in point 5 and point 6 of this meeting agenda, assessment of the Company’s situation and Trakcja Group’s situation, and assessment of the Management Board’s proposition on the distribution of the Company’s profit;
- Review and adoption of resolution on the approval of the Company’s Management Board’s Report on the Company’s activities in the period from 1 January 2014 to 31 December 2014 and the Company’s financial statements for the financial year ended on 31 December 2014;
- Review and adoption of a resolution on the approval of the consolidated financial statements of the Trakcja Group for the financial year ended on 31 December 2014 and the Management Board’s Report on the activities of the Trakcja Group in the period from 1 January 2014 to 31 December 2014;
- Adoption of a resolution on the distribution of the profit for the year 2014;
- Adoption of resolutions awarding a vote of approval to the members of the Company’s Management Board for the fulfilment of their duties in the financial year ended on 31 December 2014;
- Adoption of resolutions awarding a vote of approval to the members of the Company’s Supervisory Board for the fulfilment of their duties in the financial year ended on 31 December 2014;
- Closure of the Annual General Meeting.
§2
The resolution becomes effective on the moment of its adoption.”
Re. 4 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the approval of the Supervisory Board’s report
§1
After reviewing the Supervisory Board’s report covering the results of the assessment of the Management Board’s report on the Company’s activities in the period from 1 January 2014 to 31 December 2014 and the Company’s financial statements for the financial year ended on 31 December 2014, as well as the report on the Trakcja Group’s activities in the period from 1 January 2014 to 31 December 2014 and the Trakcja Group’s consolidated financial statements for the financial year ended on 31 December 2014, the assessment of the Company’s situation, the assessment of the Trakcja Group’s situation, as well as the assessment of the Management Board’s motion on the distribution of the Company’s profit for the year 2014, the Annual General Meeting of the Company decides to approve this report.
§2
The resolution becomes effective on the moment of its adoption.”
Re. 5 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the approval of the Company’s Management Board’s Report on the Company’s activities in the period from 1 January 2014 to 31 December 2014
and the Company’s financial statements for the financial year ended on 31 December 2014
§1
Pursuant to Article 395 § 2 point 1 of the Code of Commercial Companies, after reviewing the Company’s Management Board’s Report on the Company’s activities in the period from 1 January 2014 to 31 December 2014, the Annual General Meeting decides to approve it.
§2
Pursuant to Article 395 § 2 point 1 of the Code of Commercial Companies, the Annual General Meeting, after reviewing the Company’s financial statements for the financial year ended on 31 December 2014, consisting of:
- the Company’s profit and loss account for the period from 1 January 2014 to 31 December 2014 showing net profit amounting to PLN 49,796,677.84 (forty nine million seven hundred ninety six thousand and six hundred seventy seven zlotys 84/100);
- total income report for the period from 1 January 2014 to 31 December 2014 showing total income amounting to PLN 48,356 thousand (forty eight million three hundred and fifty six thousand zlotys);
- the Company’s balance sheet as per 31 December 2014 showing the assets and liabilities in the amount of PLN 1,072,553 thousand (one billion and seventy two million and five hundred fifty three thousand zlotys);
- the cash flow statement for the period from 1 January 2014 to 31 December 2014 showing the decrease of cash balance by PLN 19,631 thousand (nineteen million and six hundred thirty one thousand zlotys);
- the Company’s balance of changes in equity for the period from 1 January 2014 to 31 December 2014 showing the increase of equity by PLN 47,267 thousand (forty seven million and two hundred sixty seven thousand zlotys); and
- additional information and explanations,
approves the Company’s financial statements for the financial year ended on 31 December 2014.
§3
The resolution becomes effective on the moment of its adoption.”
Re. 6 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the approval of the consolidated financial statements of the Trakcja Group for the financial year ended on 31 December 2014
and the Management Board’s Report on the activities of the Trakcja Group in the period from 1 January 2014 to 31 December 2014
§1
Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Annual General Meeting, after reviewing the consolidated financial statements of the Trakcja Group for the financial year ended on 31 December 2014, consisting of:
- the consolidated profit and loss account for the period from 1 January 2014 to 31 December 2014 showing a net profit amounting to PLN 50,391 thousand (fifty million and three hundred ninety one thousand zlotys);
- the consolidated total income report for the period from 1 January 2014 to 31 December 2014 showing a total income amounting to PLN 50,043 thousand (fifty million and forty three thousand zlotys);
- the consolidated balance sheet prepared as per 31 December 2014 showing the assets and liabilities in the amount of PLN 1,445,816 thousand (one billion four hundred forty five million and eight hundred sixteen thousand zlotys);
- the consolidated cash flow statement for the period from 1 January 2014 to 31 December 2014 showing the decrease of cash balance by PLN 23,770 thousand (twenty three million and seven hundred seventy thousand zlotys);
- balance of changes in the consolidated equity for the period from 1 January 2014 to 31 December 2014 showing the increase of consolidated equity by PLN 51,131 thousand (fifty one million and one hundred thirty one thousand zlotys); and
- the additional information and explanations;
approves the consolidated financial statements of the Trakcja Group for the financial year ended on 31 December 2014.
§2
Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Annual General Meeting, after reviewing the report on the activities of the Trakcja Group in the period from 1 January 2014 to 31 December 2014, decides to approve it.
§3
The resolution becomes effective on the moment of its adoption.”
Re. 7 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the distribution of the Company’s profit for the year 2014
§1
Pursuant to Article 395 § 2 point 2) of the Code of Commercial Companies, the Annual General Meeting hereby decides that the Company’s net profit for the period from 1 January 2014 to 31 December 2014 in the amount of PLN 49,796,677.84 (forty nine million seven hundred ninety six thousand and six hundred seventy seven zlotys 84/100) will be used:
1. in the amount of PLN 6,631,213.92 to cover losses from the period from 1 January 2012 to 31 December 2012,
2. in the amount of PLN 43,165,463.92 for supplementary capital.
§2
The resolution becomes effective on the moment of its adoption.”
Re. 8 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Roman Przybył for the fulfilment of the duties of President of the Company's Management Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Roman Przybył a vote of approval for the fulfilment of the duties of President of the Company’s Management Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
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 2014
§1
Pursuant to Article 395 § 2 point 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 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Nerijus Eidukevičius for the fulfilment of the duties of Vice -President of the Company's Management Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Nerijus Eidukevičius a vote of approval for the fulfilment of the duties of Vice - President of the Company’s Management Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Ms. Marita Szustak for the fulfilment of the duties of Vice - President of the Company's Management Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Ms. Marita Szustak a vote of approval for the fulfilment of the duties of Vice - President of the Company’s Management Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Jarosław Tomaszewski for the fulfilment of the duties of Vice -President of the Company's Management Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Jarosław Tomaszewski a vote of approval for the fulfilment of the duties of Vice - President of the Company’s Management Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Stefan Dziedziul for the fulfilment of the duties of Vice - President of the Company's Management Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Stefan Dziedziul a vote of approval for the fulfilment of the duties of Vice - President of the Company’s Management Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
Re. 9 of the agenda:
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr Maciej Radziwiłł for the fulfilment of the duties of Chairman of the Company’s Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 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 Chairman of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Andrzej Bartos for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Andrzej Bartos a vote of approval for the fulfilment of the duties of member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Wojciech Napiórkowski for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Wojciech Napiórkowski a vote of approval for the fulfilment of the duties of member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Jorge Miarnau Montserrat for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 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 member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Miquel Llevat Vallespinosa for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Miquel Llevat Vallespinosa a vote of approval for the fulfilment of the duties of member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Julijus Stalmokas for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Julijus Stalmokas a vote of approval for the fulfilment of the duties of member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment of its adoption.”
“Resolution No. [*]
of the Annual General Meeting
of the Company named TRAKCJA PRKiI
Spółka Akcyjna
with its seat in Warsaw
of [*] 2015
on the award of a vote of approval to Mr. Fernando Perea Samarra for the fulfilment of the duties of member of the Company's Supervisory Board in 2014
§1
Pursuant to Article 395 § 2 point 3) of the Code of Commercial Companies, the Annual General Meeting hereby awards Mr. Fernando Perea Samarra a vote of approval for the fulfilment of the duties of member of the Company’s Supervisory Board in 2014.
§2
The resolution becomes effective on the moment 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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