PELION SA
Resolutions passed by the Annual General Meeting of Pelion S.A. on April 19th 2016
In an open vote on Resolution No. 2, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 3
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the consolidated financial statements of the Company's group for the period January 1st−December 31st 2015, including:
In an open vote on Resolution No. 3, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 4
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to allocate the total net profit for 2015, of PLN 110,896,178.13 (one hundred and ten million, eight hundred and ninety-six thousand, one hundred and seventy-eight złoty, 13/100), to the Company's reserve funds."
In an open vote on Resolution No. 4, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,805,506 votes in favour of the Resolution, 21,080 votes against it and no abstentions.
Resolution No. 5
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Szwajcowski in respect of his duties as President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 5, held in accordance with Art. 413 of the Commercial Companies Code, 8,979,084 valid votes were cast in respect of 6,552,684 shares representing 58,791% of the share capital, including 8,979,084 votes in favour of the Resolution, with no votes cast against it and with no abstentions.
Resolution No. 6
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Zbigniew Molenda in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 6, held in accordance with Art. 413 of the Commercial Companies Code, 11,752,067 valid votes were cast in respect of 6,992,067 shares, representing 62.733% of the share capital, including 11,752,067 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 7
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Dauenhauer in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 7, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 8
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Ignacy Przystalski in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 8, held in accordance with Art. 413 of the Commercial Companies Code, 14,710,086 valid votes were cast in respect of 7,710,086 shares, representing 69.175% of the share capital, including 14,710,086 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 9
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Mariola Belina-Prażmowska in respect of her duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 9, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 10
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jerzy Leszczyński in respect of his duties as Chairman of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 10, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 11
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Hubert Janiszewski in respect of his duties as Deputy Chairman of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 11, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 12
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jan Kalinka in respect of his duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 12, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 13
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Anna Biendara in respect of her duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 13, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 14
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Tucharz in respect of his duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 14, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 15
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Hubert Janiszewski to the Company's Supervisory Board."
In a secret ballot on Resolution No. 15, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,320,896 votes in favour of the Resolution, 484,610 votes against it and 21,080 abstentions.
Resolution No. 16
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to appoint Mr Bartłomiej Knichnicki to the Company's Supervisory Board."
In a secret ballot on Resolution No. 16, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,207,666 votes in favour of the Resolution, 484,610 votes against it and 134,310 abstentions.
Resolution No. 17
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jacek Tucharz to the Company's Supervisory Board."
In a secret ballot on Resolution No. 17, 13,329,586 valid votes were cast in respect of 6,236,386 shares, representing 55.953% of the share capital, including 12,710,666 votes in favour of the Resolution, 484,610 votes against it and 134,310 abstentions.
Resolution No. 18
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Ms Anna Biendara to the Company's Supervisory Board."
In a secret ballot on Resolution No. 18, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,174,610 votes against it and 21,080 abstentions.
Resolution No. 19
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jerzy Leszczyński to the Company's Supervisory Board."
In a secret ballot on Resolution No. 16, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,320,896 votes in favour of the Resolution, 484,610 votes against it and 21,080 abstentions.
Resolution No. 20
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to determine the amount of monthly remuneration for members of the Supervisory Board as follows:
− Chairman of the Supervisory Board − PLN 10,000,
− Deputy Chairman of the Supervisory Board − PLN 9,000,
− Member of the Supervisory Board − PLN 8,000."
In an open vote on Resolution No. 20, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,220,896 votes in favour of the Resolution, 1,584,610 votes against it and 21,080 abstentions.
Resolution No. 21
to amend Art. 13.2 of the Company's Articles of Association
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to amend the Company's Articles of Association by changing Art. 13.2 to read as follows:
"Art. 13.
1. (…)
1a). (…)
2. At least two members of the Supervisory Board shall be elected from among candidates who meet the independence criteria set out in Annex II to the Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC). Irrespective of the provisions of point 1.b of the aforementioned Annex II, a person who is an employee of the Company, its subsidiary or associate, or who is bound with those entities by a similar agreement, cannot be deemed to meet the independence criteria described in the Annex. In addition, any actual and significant relationship with any shareholder who has the right to exercise 5% or more of the total vote at the General Meeting shall be deemed to constitute a relationship with a shareholder precluding the independence of a Supervisory Board member as defined in this rule. Candidates for members of the Supervisory Board who satisfy the above requirements should submit relevant written representations to the Company."
In an open vote on Resolution No. 21, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,195,690 votes against it and no abstentions.
Resolution No. 22
to amend the Rules of Procedure for the General Meeting
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to amend the Rules of Procedure for the General Meeting by changing:
a) Art. 16.2 to read as follows:
"Art. 16.
2. (...) A candidate for an independent member of the Supervisory Board shall also submit a representation referred to Art. 13.2 of the Company's Articles of Association."
b) Art. 17.2 to read as follows:
"Art 17.
2. Multiple votes may be held to elect Supervisory Board members. First, the election is made from among at least two candidates meeting the requirements described in Art. 13.2 of the Company's Article of Association. If at least two, but fewer than five, independent members of the Supervisory Board are elected in the first or later votes on the candidates meeting the above requirements, subsequent votes may be held on the candidates not meeting the requirements described in Art. 13.2 of the Company's Article of Association."
In an open vote on Resolution No. 22, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,195,690 votes against it and no abstentions.
Legal basis:
Par. 38.1.5 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
The Management Board of Pelion S.A. of Łódź is publishing the resolutions passed by the Company's Annual General Meeting held in Łódź on April 19th 2016.
Resolution No. 1
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Directors' Report on the Company's operations in the period January 1st−December 31st 2015."
In an open vote on Resolution No. 1, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 2
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Company's financial statements for the period January 1st−December 31st 2015, including:
Resolution No. 1
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Directors' Report on the Company's operations in the period January 1st−December 31st 2015."
In an open vote on Resolution No. 1, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 2
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Company's financial statements for the period January 1st−December 31st 2015, including:
- balance sheet showing a balance-sheet total of PLN 1,150,607 thousand (one billion, one hundred and fifty million, six hundred and seven thousand złoty),
- statement of profit or loss for the period showing a net profit of PLN 110,896 thousand (one hundred and ten million, eight hundred and ninety-six thousand złoty)."
In an open vote on Resolution No. 2, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 3
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the consolidated financial statements of the Company's group for the period January 1st−December 31st 2015, including:
- consolidated statement of financial position showing a balance-sheet total of PLN 3,416,342 thousand (three billion, four hundred and sixteen million, three hundred and forty-two thousand złoty),
- consolidated statement of profit or loss for the period showing a net profit of PLN 88,672 thousand (eighty-eight million, six hundred and seventy-two thousand złoty)."
In an open vote on Resolution No. 3, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 4
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to allocate the total net profit for 2015, of PLN 110,896,178.13 (one hundred and ten million, eight hundred and ninety-six thousand, one hundred and seventy-eight złoty, 13/100), to the Company's reserve funds."
In an open vote on Resolution No. 4, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,805,506 votes in favour of the Resolution, 21,080 votes against it and no abstentions.
Resolution No. 5
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Szwajcowski in respect of his duties as President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 5, held in accordance with Art. 413 of the Commercial Companies Code, 8,979,084 valid votes were cast in respect of 6,552,684 shares representing 58,791% of the share capital, including 8,979,084 votes in favour of the Resolution, with no votes cast against it and with no abstentions.
Resolution No. 6
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Zbigniew Molenda in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 6, held in accordance with Art. 413 of the Commercial Companies Code, 11,752,067 valid votes were cast in respect of 6,992,067 shares, representing 62.733% of the share capital, including 11,752,067 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 7
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Dauenhauer in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 7, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 8
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Ignacy Przystalski in respect of his duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 8, held in accordance with Art. 413 of the Commercial Companies Code, 14,710,086 valid votes were cast in respect of 7,710,086 shares, representing 69.175% of the share capital, including 14,710,086 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 9
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Mariola Belina-Prażmowska in respect of her duties as Vice-President of the Company's Management Board in the financial year 2015."
In a secret ballot on Resolution No. 9, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 10
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jerzy Leszczyński in respect of his duties as Chairman of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 10, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 11
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Hubert Janiszewski in respect of his duties as Deputy Chairman of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 11, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 12
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jan Kalinka in respect of his duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 12, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 13
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Anna Biendara in respect of her duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 13, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 14
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Tucharz in respect of his duties as Member of the Company's Supervisory Board in the financial year 2015."
In a secret ballot on Resolution No. 14, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,826,586 votes in favour of the Resolution, with no votes cast against it and no abstentions.
Resolution No. 15
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Hubert Janiszewski to the Company's Supervisory Board."
In a secret ballot on Resolution No. 15, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,320,896 votes in favour of the Resolution, 484,610 votes against it and 21,080 abstentions.
Resolution No. 16
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to appoint Mr Bartłomiej Knichnicki to the Company's Supervisory Board."
In a secret ballot on Resolution No. 16, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,207,666 votes in favour of the Resolution, 484,610 votes against it and 134,310 abstentions.
Resolution No. 17
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jacek Tucharz to the Company's Supervisory Board."
In a secret ballot on Resolution No. 17, 13,329,586 valid votes were cast in respect of 6,236,386 shares, representing 55.953% of the share capital, including 12,710,666 votes in favour of the Resolution, 484,610 votes against it and 134,310 abstentions.
Resolution No. 18
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Ms Anna Biendara to the Company's Supervisory Board."
In a secret ballot on Resolution No. 18, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,174,610 votes against it and 21,080 abstentions.
Resolution No. 19
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jerzy Leszczyński to the Company's Supervisory Board."
In a secret ballot on Resolution No. 16, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 14,320,896 votes in favour of the Resolution, 484,610 votes against it and 21,080 abstentions.
Resolution No. 20
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to determine the amount of monthly remuneration for members of the Supervisory Board as follows:
− Chairman of the Supervisory Board − PLN 10,000,
− Deputy Chairman of the Supervisory Board − PLN 9,000,
− Member of the Supervisory Board − PLN 8,000."
In an open vote on Resolution No. 20, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,220,896 votes in favour of the Resolution, 1,584,610 votes against it and 21,080 abstentions.
Resolution No. 21
to amend Art. 13.2 of the Company's Articles of Association
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to amend the Company's Articles of Association by changing Art. 13.2 to read as follows:
"Art. 13.
1. (…)
1a). (…)
2. At least two members of the Supervisory Board shall be elected from among candidates who meet the independence criteria set out in Annex II to the Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC). Irrespective of the provisions of point 1.b of the aforementioned Annex II, a person who is an employee of the Company, its subsidiary or associate, or who is bound with those entities by a similar agreement, cannot be deemed to meet the independence criteria described in the Annex. In addition, any actual and significant relationship with any shareholder who has the right to exercise 5% or more of the total vote at the General Meeting shall be deemed to constitute a relationship with a shareholder precluding the independence of a Supervisory Board member as defined in this rule. Candidates for members of the Supervisory Board who satisfy the above requirements should submit relevant written representations to the Company."
In an open vote on Resolution No. 21, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,195,690 votes against it and no abstentions.
Resolution No. 22
to amend the Rules of Procedure for the General Meeting
"The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to amend the Rules of Procedure for the General Meeting by changing:
a) Art. 16.2 to read as follows:
"Art. 16.
2. (...) A candidate for an independent member of the Supervisory Board shall also submit a representation referred to Art. 13.2 of the Company's Articles of Association."
b) Art. 17.2 to read as follows:
"Art 17.
2. Multiple votes may be held to elect Supervisory Board members. First, the election is made from among at least two candidates meeting the requirements described in Art. 13.2 of the Company's Article of Association. If at least two, but fewer than five, independent members of the Supervisory Board are elected in the first or later votes on the candidates meeting the above requirements, subsequent votes may be held on the candidates not meeting the requirements described in Art. 13.2 of the Company's Article of Association."
In an open vote on Resolution No. 22, 14,826,586 valid votes were cast in respect of 7,733,386 shares, representing 69.384% of the share capital, including 13,630,896 votes in favour of the Resolution, 1,195,690 votes against it and no abstentions.
Legal basis:
Par. 38.1.5 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).
Pelion SA issued this content on 20 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 April 2016 09:54:19 UTC
Original Document: http://www.pelion.eu/en/current_reports/0/11391.html
