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Ordinary General Meeting of PROCHEM S.A. – Adopted Resolutions

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Ordinary General Meeting of PROCHEM S.A. – Adopted Resolutions

Date of publication: 25.08.2020

On August 25, 2020, the XLI Ordinary General Meeting of PROCHEM S.A. was held, during which the following resolutions were adopted:

RESOLUTION NO. 1

The Ordinary General Meeting of Prochem S.A. resolves to elect Piotr Kubiak as the Chairman of the Ordinary General Meeting.

The General Meeting adopted Resolution No. 1 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 2

  1. The Ordinary General Meeting of Prochem S.A. resolves to elect Jan Matykiewicz and Bartłomiej Gzowski as Members of the General Meeting Secretariat.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 2 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 3

  1. The Ordinary General Meeting of Prochem S.A. adopts the following agenda:
    1. Opening of the Ordinary General Meeting.
    2. Election of the Chairman of the Ordinary General Meeting.
    3. Election of the Secretariat of the General Meeting.
    4. Preparation of the attendance list.
    5. Confirmation of the proper convening of the Ordinary General Meeting and its ability to adopt resolutions.
    6. Adoption of the agenda.
    7. Consideration of the Management Board’s report on the company’s activities and the company’s financial statements for 2019.
    8. Consideration of the Supervisory Board’s report for 2019.
    9. Adoption of resolutions on:
      a. Approval of the report on the company’s activities in 2019,
      b. Approval of the company’s financial statements for 2019,
      c. Granting discharge to the Management Board members for the performance of their duties in 2019,
      d. Granting discharge to the Supervisory Board members for the performance of their duties in 2019, e. Allocation of profit for 2019.
    10. Presentation of the consolidated financial statements of PROCHEM S.A. for 2019.
    11. Adoption of a resolution approving the consolidated financial statements of PROCHEM S.A. for 2019.
    12. Elections to the Supervisory Board for the XI term.
    13. Adoption of a resolution on the adoption of the Remuneration Policy for the Management Board and the Supervisory Board.
    14. Closing of the meeting.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 3, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 4

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, approves the Management Board’s report on the company’s activities for 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 4, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 5

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, approves the company’s financial statements for 2019, including:
    1. The balance sheet (statement of financial position) as of December 31, 2019, showing total assets and liabilities of PLN 177,901 thousand (in words: one hundred seventy-seven million nine hundred one thousand zlotys).
    2. The profit and loss account for the period from January 1, 2019, to December 31, 2019, showing a net profit of PLN 3,698 thousand (in words: three million six hundred ninety-eight thousand zlotys).
    3. The statement of comprehensive income for the period from January 1, 2019, to December 31, 2019, showing a net profit of PLN 3,651 thousand (in words: three million six hundred fifty-one thousand zlotys).
    4. The cash flow statement for the fiscal year from January 1, 2019, to December 31, 2019, showing an increase in cash by PLN 20,367 thousand (in words: twenty million three hundred sixty-seven thousand zlotys).
    5. The statement of changes in equity showing an increase in equity by PLN 3,651 thousand (in words: three million six hundred fifty-one thousand zlotys).
    6. Additional information on the adopted accounting policies and other explanatory notes to the financial statements.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 5, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 6

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the President of the Management Board, Jarosław Stępniewski, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 6 in a secret ballot, with 899,967 shares participating, representing 30.663% of the total share capital, from which a total of 900,767 valid votes were cast, including:

  • 900,767 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 7

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Vice President of the Management Board, Marek Kiersznicki, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 7 in a secret ballot, with 908,876 shares participating, representing 30.966% of the total share capital, from which a total of 909,676 valid votes were cast, including:

  • 909,676 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 8

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Vice President of the Management Board, Krzysztof Marczak, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 8 in a secret ballot, with 930,962 shares participating, representing 31.719% of the total share capital, from which a total of 931,762 valid votes were cast, including:

  • 931,762 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 9

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Chairman of the Supervisory Board, Marek Garliński, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 9 in a secret ballot, with 884,354 shares participating, representing 30.131% of the total share capital, from which a total of 884,354 valid votes were cast, including:

  • 884,354 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 10

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Vice Chairman of the Supervisory Board, Karol Żbikowski, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 10 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 11

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Member of the Supervisory Board, Andrzej Karczykowski, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 11 in a secret ballot, with 684,959 shares participating, representing 23.337% of the total share capital, from which a total of 685,759 valid votes were cast, including:

  • 685,759 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 12

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Member of the Supervisory Board, Krzysztof Obłoj, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 12 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 13

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, grants discharge to the Member of the Supervisory Board, Marcin Pędziński, for the performance of his duties from January 1, 2019, to December 31, 2019.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 13 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 15

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, resolves that the net profit for 2019, amounting to PLN 3,697,951.01 (in words: three million six hundred ninety-seven thousand nine hundred fifty-one zlotys one grosz), shall be entirely allocated to the reserve capital.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 15, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 953,650 votes “for”,
  • 15,500 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 16

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, approves the consolidated financial statements of the PROCHEM S.A. Capital Group for the year 2019, including:
    1. The balance sheet (statement of financial position) as of December 31, 2019, showing total assets and liabilities of PLN 259,375 thousand (in words: two hundred fifty-nine million three hundred seventy-five thousand zlotys).
    2. The profit and loss account for the period from January 1, 2019, to December 31, 2019, showing a net profit of PLN 8,043 thousand (in words: eight million forty-three thousand zlotys).
    3. The statement of comprehensive income for the period from January 1, 2019, to December 31, 2019, showing a net profit of PLN 7,995 thousand (in words: seven million nine hundred ninety-five thousand zlotys).
    4. The cash flow statement for the fiscal year from January 1, 2019, to December 31, 2019, showing an increase in cash by PLN 31,531 thousand (in words: thirty-one million five hundred thirty-one thousand zlotys).
    5. The statement of changes in equity showing an increase in equity by PLN 8,203 thousand (in words: eight million two hundred three thousand zlotys).
    6. Additional information on the adopted accounting policies and other explanatory notes to the financial statements.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 16, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 969,150 votes “for”,
  • 0 votes “against”,
  • 0 abstentions.

RESOLUTION NO. 17

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Marek Garliński as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 17 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 684,250 votes “for”,
  • 0 votes “against”,
  • 284,900 abstentions.

RESOLUTION NO. 19

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Andrzej Karczykowski as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 19 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 684,250 votes “for”,
  • 0 votes “against”,
  • 284,900 abstentions.

RESOLUTION NO. 20

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Wiesław Kiepiel as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 20 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 646,006 votes “for”,
  • 22,744 votes “against”,
  • 300,400 abstentions.

RESOLUTION NO. 21

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Krzysztof Obłoj as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 21 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 668,750 votes “for”,
  • 0 votes “against”,
  • 300,400 abstentions.

RESOLUTION NO. 22

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Karol Żbikowski as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 22 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 668,750 votes “for”,
  • 284,900 votes “against”,
  • 15,500 abstentions.

RESOLUTION NO. 23

  1. The General Meeting of PROCHEM S.A., acting pursuant to Article 90d(1) of the Act of July 29, 2005 on public offerings and conditions for introducing financial instruments to an organized trading system and on public companies (hereinafter referred to as the “Act”), adopts the remuneration policy for members of the Management Board and the Supervisory Board of PROCHEM S.A. as set out in Appendix No. 1 to this resolution.
  2. This resolution shall enter into force upon adoption.

The General Meeting adopted Resolution No. 23 in a secret ballot, with 968,350 shares participating, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 668,750 votes “for”,
  • 284,900 votes “against”,
  • 15,500 abstentions.

No objections were raised to the minutes.

The following draft resolutions were put to a vote but were not adopted:

RESOLUTION NO. 14

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, resolves:
    1. To allocate a part of the net profit for 2019, amounting to PLN 1,467,500.00 (in words: one million four hundred sixty-seven thousand five hundred zlotys), for the payment of dividends, i.e., PLN 0.50 per share.
    2. To allocate a part of the net profit for 2019, amounting to PLN 2,230,451.01 (in words: two million two hundred thirty thousand four hundred fifty-one zlotys one grosz), to the reserve capital.
  2. Determine:
    1. The dividend record date as September 14, 2020;
    2. The dividend payment date as September 28, 2020.
  3. This resolution shall enter into force upon adoption.

Resolution No. 14 was not adopted. The voting involved 968,350 shares, representing 32.993% of the total share capital, from which a total of 969,150 valid votes were cast, including:

  • 318,691 votes “for”,
  • 646,783 votes “against”,
  • 3,676 abstentions.

RESOLUTION NO. 18

  1. The General Meeting of PROCHEM S.A., acting pursuant to § 17 of the Company’s Articles of Association, elects Grzegorz Janas as a member of the Supervisory Board for the XI term.
  2. This resolution shall enter into force upon adoption.

Resolution No. 18 was not adopted. The voting involved 945,606 shares, representing 32.218% of the total share capital, from which a total of 946,406 valid votes were cast, including:

  • 300,400 votes “for”,
  • 646,006 votes “against”,
  • 0 abstentions.