The Annual General Meeting of PROCHEM S.A.- adopted resolutions

Date of publication: 01.06.2019

On 1 June 2019 was held XL AGM of PROCHEM S.A., at which the following resolutions were adopted:

RESOLUTION No. 1

The Ordinary General Meeting of a joint stock company PROCHEM resolves to elect as Chairman of the Ordinary General Meeting Mr. Piotr Kubiak.

The General Meeting adopted Resolution No.1 in a secret ballot, at the participation of 465 648 votes, which constitutes 15.865 % of the entire share capital, from which were cast a total number 466 748 valid votes, including:
466 748 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 2

1. The Ordinary General Meeting of a joint stock company PROCHEM resolves to elect as Member of the Secretariat of the General Meeting Jan Matykiewicz and Sebastian Sowa.

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

The General Meeting adopted Resolution No.2 in a secret ballot, at the participation of 465 648 shares, which constitutes 15.865 % of the entire share capital, from which were cast a total number of 466 748 valid votes, including:
466 748 votes ,,for’’,
0 votes against,
0 votes abstaining

RESOLUTION No. 3

1. The Ordinary General Meeting of PROCHEM joint stock company resolves to adopt 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 2018.
8) Examination of the Supervisory Board’s report for 2018.
9) Adoption of resolutions concerning:

a. Approval of the report on the activities of the company in 2018,
b. Approval of financial statements of the company for 2018,
c. Granting the members of the Management Board discharge from their duties in 2018,
d. Granting the members of the Supervisory Board discharge from their duties in 2018,
e. Distribution of profit for 2018.

10) Presentation of the consolidated financial statements of PROCHEM S.A. for 2018.
11) Adoption of a resolution approving the consolidated financial statements of PROCHEM S.A. for 2018.
12) Closing the meeting.

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

The General Meeting adopted Resolution No. 3, at the participation of 465 648 shares in voting, which constitutes 15.865 % of the share capital, of which a total of 466,748 valid votes were cast, including:
466 748 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 2018.
2. The resolution shall come into effect upon its adoption.

The General Meeting adopted Resolution No. 3, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 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) as at 31 December 2018, with total assets and equity and liabilities in the amount of PLN 91,053 thousand (say: ninety one million fifty three thousand Zlotys),
2) Profit and loss account for the period from 1 January 2018 to 31 December 2018 showing a net profit of PLN 1,089 thousand (say: one million eighty nine thousand Zlotys),
3) Statement of comprehensive income for the period from 1 January 2018 to 31 December 2018 showing net profit in the balance sheet in the amount of PLN 932 thousand (say: nine hundred thirty two thousand Zlotys),
4) Statement of cash flows for the financial year from 1 January 2018 to 31 December 2018, showing a decrease in cash by PLN 17,306 thousand (say: seventeen million three hundred six thousand Zlotys),
5) Statement of changes in equity showing a decrease in equity by PLN 23,154 thousand (say: twenty three million one hundred fifty four 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, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 599 147 shares in voting, which constitutes 20.413 % of the share capital, of which a total of 600 247 valid votes were cast, including:
600 247 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 608 056 shares in voting, which constitutes 20.717 % of the share capital, of which a total of 609 156 valid votes were cast, including:
609 156 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 630 622 shares in voting, which constitutes 21.486 % of the share capital, of which a total of 631 722 valid votes were cast, including:
631 722 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 593 534 shares in voting, which constitutes 20.222 % of the share capital, of which a total of 593 834 valid votes were cast, including:
593 834 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 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 performing duties from 1 January 2018 to December 31, 2018, 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 ballot, at the participation of 465 648 shares in voting, which constitutes 15.865 % of the share capital, of which a total of 466 748 valid votes were cast, including:
466 748 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 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 performing duties from 1 January 2018 to December 31, 2018, 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, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 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 resolves so that net profit for 2018, in the amount of PLN 1,088,573.12 (say: one million eighty eight thousand five hundred seventy three and 12/100 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 in a secret ballot, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including
642 424 votes ,,for’’,
26 200 votes against,
6 abstentions.

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 2018 including:

1) Balance sheet (statement of financial position) as at 31 December 2018, with total assets and equity and liabilities in the amount of PLN 149,778 thousand (say: one hundred forty nine million seven hundred seventy eight thousand Zlotys),
2) Profit and loss account for the period from 1 January 2018 to 31 December 2018 showing a net profit of PLN 1 839 thousand (say: one million eight hundred thirty nine thousand Zlotys),
3) Statement of comprehensive income for the period from 1 January 2018 to 31 December 2018 showing a net profit in the balance sheet in the amount of PLN 2,201 thousand (say: two million two hundred one thousand Zlotys),
4) Statement of cash flows for the financial year from 1 January 2018 to 31 December 2018, showing a decrease in cash by the amount of PLN 25,565 thousand (say: twenty five million five hundred sixty five thousand Zlotys),
5) Statement of changes in equity showing a decrease in equity by the amount of PLN 21,356 thousand (say: twenty one million three hundred fifty six 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 in a secret ballot, at the participation of 667 530 shares in voting, which constitutes 22.743 % of the share capital, of which a total of 668 630 valid votes were cast, including:
668 630 votes ,,for’’,
0 votes against,
0 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 Statute of the Company, THE GENERAL MEETING OF PROCHEM resolves to distribute net profit for 2018, in the amount of PLN 1,088,573.12 (say: one million eighty eight thousand five hundred seventy three and 12/100 Zlotys) as follows:

– the amount of PLN 880,500.00 to allocate for dividend payment in the amount of PLN 0.30 per one share; set the dividend day for August 16, 2019; dividend payment day set for 31 August 2019
– the amount of PLN 208 073.12 to be allocated to spare capital.

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

Resolution No. 14 has not been adopted. Resolution No. 14 was not adopted. 667 530 shares took part in the voting, which constitute 22.743% of the total share capital, from which a total of 668,630 valid votes were cast, including:
26 200 votes ,,for’’,
642 424 votes against,
6 abstentions.