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The Extraordinary General Meeting of PROCHEM S.A. – the resolutions adopted

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The Extraordinary General Meeting of PROCHEM S.A. – the resolutions adopted

Date of publication: 28.10.2016

On 28 October 2016 was held the Extraordinary General Meeting of PROCHEM S.A., at which were adopted the following resolutions:

RESOLUTION No. 1

Extraordinary General Meeting of PROCHEM S.A. resolves to elect Piotr Kubiak as the Chairman of the Extraordinary General Meeting.

Mr. Marek Garliński declared that the General Meeting adopted Resolution No. 1, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 2,967,859 votes “for”, 153,801 abstentions, 0 votes “against”.

RESOLUTION No. 2

The Extraordinary General Meeting resolves to elect the Secretariat of the General Meeting composed of Jan Matykiewcz and Sebastian Sowa.

The Chairman stated that the General Meeting adopted Resolution No. 2, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 2,975,759 votes “for”, 145,901 abstentions, 0 votes “against”.

RESOLUTION No. 3

The Extraordinary General Meeting resolves to adopt the following agenda:

  1. Opening of the Extraordinary General Meeting.
  2. Election of the Chairman of the Extraordinary General Meeting.
  3. Election of the Secretariat of the General Meeting.
  4. Drawing up the attendance list.
  5. Confirmation of the correctness of convening the Ordinary General Meeting and its capability of adoption of resolutions.
  6. Adoption of agenda.
  7. Adoption of a resolution regarding changes in the composition of the Supervisory Board of the Company.
  8. Adoption of a resolution regarding changes in § 12 of the “Regulations of the Supervisory Board of the Joint-Stock Company PROCHEM S.A.”
  9. Adoption of a resolution regarding the Company bearing the costs of convening and conducting the Extraordinary General Meeting.
  10. Closing of the meeting.

The Chairman stated that the General Meeting adopted Resolution No. 3, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 3,077,860 votes “for”, 43,800 abstentions, 0 votes “against”.

RESOLUTION No. 4

  1. Acting on the basis of Art. 385 § 1 of the Commercial Companies Code, Mr. Marek Garliński is dismissed from the Supervisory Board of PROCHEM S.A.
  2. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Meeting adopted Resolution No. 4, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 1,600,960 votes “for”, 0 abstentions, 1,520,700 votes “against”.

RESOLUTION No. 5

  1. Acting on the basis of Art. 385 § 1 of the Commercial Companies Code, Mr. Marcin Pędziński is appointed to the Supervisory Board of PROCHEM S.A.
  2. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Meeting adopted Resolution No. 5, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 1,600,960 votes “for”, 0 abstentions, 1,520,700 votes “against”.

RESOLUTION No. 6

I. Acting on the basis of § 17 (1) item 9 of the Articles of Association of PROCHEM S.A., the Extraordinary General Meeting of the Company approves the new wording of § 12 of the “Regulations of the Supervisory Board of the Joint-Stock Company PROCHEM S.A.” “§ 12

  1. The Chairman of the Supervisory Board is entitled to a monthly remuneration in the amount of PLN 6,000.00 for holding the position.
  2. Other Members of the Supervisory Board are entitled to a monthly remuneration in the amount of PLN 5,000.00 for holding the position.
  3. The remuneration referred to in paragraphs 1 and 2 is considered as the Company’s operating expenses.
  4. Amendment of § 12 of the regulations requires a resolution of the General Meeting of PROCHEM S.A.” II. The resolution shall enter into force on January 1, 2017.

The Chairman stated that the General Meeting adopted Resolution No. 6, with 3,120,560 shares participating in the vote, representing 80.12% of the total share capital, casting a total of 3,121,660 valid votes, including: 1,827,403 votes “for”, 1,008,709 abstentions, 285,548 votes “against”.

RESOLUTION No. 7

Acting on the basis of Art. 400 § 4 of the Commercial Companies Code, the Extraordinary General Meeting of PROCHEM S.A., with its registered office in Warsaw (“Company”), resolves as follows:

  1. The Extraordinary General Meeting of the Company resolves that the Company shall bear the costs of convening and conducting this Extraordinary General Meeting.
  2. The resolution shall come into effect upon its adoption.

The Chairman stated that the General Meeting adopted Resolution No. 6, with 77.54% of shares participating in the vote in relation to the total share capital, casting a total of 3,021,473 valid votes, including: 2,577,818 votes “for”, 281,180 abstentions, 162,475 votes “against”.