The Annual 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. took place, during which resolutions were adopted as follows:

RESOLUTION No. 1

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

The General Meeting adopted resolution No. 1 in a secret ballot, and 968,350 shares participated in the vote, which shares constitute 32.993% of the total share capital, of which a total of 969,150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 2

1. The Ordinary General Meeting of the Company Prochem S.A. resolves to elect Mr. Jan Matykiewicz and Mr. Bartłomiej Gzowski as Member of the Secretariat of the General Meeting.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 2 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

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) 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) Consideration of the Management Board’s report on the company’s activity and the company’s financial statements for 2019.

8) Examination of the Supervisory Board’s report for 2019.

9) Adoption of resolutions concerning:

a. approval of the report on the activities of the company in 2019,

b. approval of financial statements of the company for 2019,

c. granting the members of the Management Board discharge from their duties in 2019,

d. granting the members of the Supervisory Board discharge from their duties in 2019,

e. distribution 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 of the 11th term of office.

13) Adoption of a resolution on the adoption of the Remuneration Policy of the Management Board and Supervisory Board.

14) Closing the meeting.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 3, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including: 969 150 votes “for”,
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 4

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is approving Report of the Management Board on the company’s activities for 2019.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 4, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 5

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is approving financial statements of the company for 2018 including:

1) balance sheet (statement of financial position) prepared as at December 31, 2019, showing the assets and liabilities in the amount of PLN 177,901 thousand (say: one hundred seventy seven million nine hundred one thousand Zlotys),
2) profit and loss account for the period from January 1, 2019 to December 31, 2019, showing a net profit of PLN 3,698 thousand (say: three million six hundred ninety eight thousand Zlotys)
3) statement of comprehensive income for the period from January 1, 2019 to December 31, 2019, showing a net balance sheet profit of PLN 3,651 thousand (say: three million six hundred fifty one thousand Zlotys),
4) cash flow statement for the financial year from January 1, 2019 to December 31, 2019, showing an increase in cash by the amount of PLN 20 367 thousand (say: twenty million three hundred sixty seven thousand Zlotys),
5) statement of changes in equity showing an increase in equity by PLN 3,651 thousand (say: three million six hundred fifty one thousand Zlotys),
6) Notes on adopted accounting principles (policy) and other explanatory notes to the financial statements.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 5, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 6

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the President of the Management Board Jarosław Stępniewski.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 6 in a secret ballot, and 899 967 shares participated in the vote, which shares constitute 30.663 % of the total share capital, of which a total of 900 767 valid votes were cast, including:
900 767 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 7

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Vice President of the Management Board Marek Kiersznicki.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 7 in a secret ballot, and 908 876 shares participated in the vote, which shares constitute 30.966 % of the total share capital, of which a total of 909 676 valid votes were cast, including:
909 676 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 8

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Vice President of the Management Board Krzysztof Marczak.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No.8 in a secret ballot, and 930 962 shares participated in the vote, which shares constitute 31.719 % of the total share capital, of which a total of 931 762 valid votes were cast, including:
931 762 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 9

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Chairman of the Supervisory Board of PROCHEM S.A. Marek Garliński.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 9 in a secret ballot, and 884 354 shares participated in the vote, which shares constitute 30.131 % of the total share capital, of which a total of 884 354 valid votes were cast, including:
884 354 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 10

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Vice Chairman of the Supervisory Board of PROCHEM S.A Karol Żbikowski.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 10 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 11

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Member of the Supervisory Board.of PROCHEM S.A. Andrzej Karczykowski.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No.11 in a secret balot, and 684 959 shares participated in the vote, which shares constitute 23.337 % of the total share capital, of which a total of 685 759 valid votes were cast, including:
685 759 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 12

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Member of the Supervisory Board of PROCHEM S.A. Krzysztof Obłoj.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 12 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 13

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. has granted discharge from his duties from 1 January 2019 to December 31, 2019, to the Member of the Supervisory Board of PROCHEM S.A. Marcin Pędziński.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 13 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 15

1. Acting on the basis of § 17 of the Statute of the Company, THE GENERAL MEETING OF PROCHEM S.A. resolves so that net profit for 2019, in the amount of PLN 3 697 951.01 (say: three million six hundred ninety seven thousand nine hundred fifty one and 1/100 Zlotys) shall be entirely allocated to reserve capital.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 15, and 968 350 shares participated in the vote, which shares constitute 32.993% of the total share capital, of which a total of 969 150 valid votes were cast, including:
953 650 votes ,,for’’,
15 500 votes against,
0 votes abstaining

RESOLUTION No. 16

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. is approving consolidated financial statements of the Capital Group of PROCHEM S. A. for 2019 including:

1) balance sheet (statement of financial position) prepared as at December 31, 2019, showing the assets and liabilities in the amount of PLN 259 375 thousand (say: two hundred fifty nine million three hundred seventy five thousand Zlotys),
2) profit and loss account for the period from January 1, 2019 to December 31, 2019, showing a net profit of PLN 8,043 thousand (say: eight million forty three thousand Zlotys),
3) statement of comprehensive income for the period from January 1, 2019 to December 31, 2019, showing the net balance sheet profit in the amount of PLN 7,995 thousand (say: seven million nine hundred ninety five thousand Zlotys),
4) cash flow statement for the financial year from January 1, 2019 to December 31, 2019, showing an increase in cash by the amount of PLN 31,531 thousand (say: thirty one million five hundred thirty one thousand Zlotys),
5) statement of changes in equity showing an increase in equity by PLN 8,203 thousand (say: eight million two hundred three thousand Zlotys),
6) Notes on adopted accounting principles (policy) and other explanatory notes to the financial statement.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 16, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
969 150 votes “for”,
0 votes against,
0 votes abstaining

RESOLUTION No. 17

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. elects a member of the Supervisory Board of the 11th term of the Supervisory Board Mr. Marek Garliński.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 17 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
684 250 votes ,,for’’,
0 votes against,
284 900 votes abstaining.

RESOLUTION No 19

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. elects a member of the Supervisory Board of the 11th term of the Supervisory Board Mr Andrzej Karczykowski.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No19 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
684 250 votes ,,for’’,
0 votes against,
284 900 votes abstaining.

RESOLUTION No. 20

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No 20 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
646 006 votes ,,for’’,
22 744 votes against,
300 400 votes abstaining.

RESOLUTION No. 21

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No 21 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
668 750 votes ,,for’’,
0 votes against,
300 400 votes abstaining.

RESOLUTION No. 22

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 22 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
668 750 votes ,,for’’,
284 900 votes against,
15 500 votes abstaining.

RESOLUTION No. 23

1. THE GENERAL MEETING OF PROCHEM S.A. acting pursuant to Art. 90d paragraph. 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (hereinafter referred to as the “Act”) adopts the remuneration policy for members of the management board and supervisory board of PROCHEM S.A. constituting Appendix No. 1 to this resolution.

2. The resolution shall come into effect upon its adoption.

The General Meeting adopted resolution No. 23 in a secret ballot, and 968 350 shares participated in the vote, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
668 750 votes ,,for’’,
284 900 votes against,
15 500 votes abstaining.

There were no objections reported to the protocol.

The following draft resolutions, which were not adopted, were put to the vote:

RESOLUTION No.14

1. Acting on the basis of § 17 of the Statutes of the Company, THE GENERAL MEETING OF PROCHEM S.A. resolves:

1) allocate a part of the net profit for 2019 to the payment of dividends, in the amount of PLN 1,467,500.00 (one million four hundred sixty seven thousand five hundred Zlotys), i. e. PLN 0.50 per one share,
2) allocate a part of the net profit for 2019 to reserve capital in the amount of PLN 2,230,451.01 (say: two million two hundred thirty thousand four hundred fifty one and 1/100 Zlotys).

2. Determine:

1) the dividend registration date for September 14, 2020;
2) the dividend payment date for September 28, 2020

3. The resolution shall come into effect upon its adoption.

Resolution No. 14 has not been adopted. 968 350 shares participated in the voting, which shares constitute 32.993 % of the total share capital, of which a total of 969 150 valid votes were cast, including:
318 691 votes ,,for’’,
646 783 votes against,
3 676 votes abstaining.

RESOLUTION No 18

2. The resolution shall come into effect upon its adoption.

Resolution No. 18 has not been adopted. 945 606 shares participated in the voting, which shares constitute 32.218 % of the total share capital, of which a total of 946 406 valid votes were cast, including:
300 400 votes ,,for’’,
646 006 votes against,
0 votes abstaining