| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 10 | / | 2012 |
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| | Date of issue: | 2012-06-08 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | INDUSTRIAL MILK COMPANY S.A. | |
| | Subject | | | | | | | | | | |
| | RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS WITH RESOLUTIONS ADOPTED | |
| | Official market - legal basis | | | | | | |
| | Inne uregulowania
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| | Unofficial market - legal basis | | | | | |
| | Contents of the report: | | | | | | | | |
| | Industrial Milk Company S.A. (the Company) informs that all resolutions of the annual general meeting of shareholders which was held on 5 June 2012 at the registered office of the company have been adopted.
All resolutions adopted at the annual general meeting come into force on the day of their adoption.
In accordance with the provisions of the law of 24 May 2011 implementing the Directive
2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies, we hereby inform you of the resolutions which were proposed for adoption at the annual general meeting of shareholders:
1 . The General Meeting, after having received the presentation of the management report of the board of directors (the Report of the Board), the independent auditor's report on the annual accounts of the Company prepared in accordance with the laws and regulations of the Grand-Duchy of Luxembourg (the Auditor's Report), the individual annual accounts of the Company prepared in Lux Gap for the financial year ending 31 December 2011 (the Annual Accounts), the consolidated financial statements of the Company's group prepared in accordance with the International Financial Reporting Standards for the financial year ending December 2011 (the Consolidated Financial Statements) and presentation and report by the Board of the salary, fees and advantages paid to the executive directors, approves the Annual Accounts of the Company for the financial year ending 31 December 2011
2. The General Meeting, after having reviewed the Report of the Board of and the Auditor's Report, approves the report of the Board and the Consolidated Financial Statements for the financial year ending December 2011 in their entirety
3. The General Meeting, acknowledging the profit realized, decides to allocate the entire profit for the Company's business operation and business development and not to pay out any dividend.
4. After review of the Report of the Board as well as review and approval of the Company's Annual Accounts and the Consolidated Financial Statements, the General Meeting grants discharge to all directors (including for the avoidance of doubt any past director having acted as director, executive director or non executive directive during the financial year ending December 2011) for the past activities and related financial statements of the Company.
5. The General Meeting ratifies the decision of the Company's board of director dated 29 March 2011 and confirms the acceptation of the resignation of Michael Peter Lee as director (non-executive director) of the Company and the appointment of Alex Lissitsa as director (non-executive director) of the Company by the same board of directors.
6. The General Meeting confirms the mandate ending at the annual general shareholders meeting to be held in 2016 of the current directors of the Company (executive directors and non executive directors) as members of the Board of Directors of the Company for another year until the next AGM and in their respective role of executive director or non executive director.
The General Meeting specifically confirms the appointment of Alex Lissitsa as director and non-executive director of the Company for a mandate to expire after the annual general meeting of shareholders to be held in 2016
7. The General Meeting decides to appoint, respectively to approve and ratify the appointment and engagement of Interaudit, with registered office at 119 avenue de la Faïencerie at L-1511 Luxembourg (R.C.S. Luxembourg B 29 501), as independent auditor (Réviseur d’Entreprises) for the purposes of an independent audit of the Company Annual Accounts and the Consolidated Financial Statements for the financial years ending December 2011 and 2012. Proxy is given to any director as well as any daily director for the update of the Luxembourg companies and trade register.
The minutes of the annual general shareholders’ meeting of the Company held in Luxembourg on 5 June 2012 with adopted resolutions are duly published on our website.
Legal grounds: Art.56.1.2 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organized trading system and on public companies in conjunction with Art. 103.2 of the Regulation of the Ministry of Finance of 19 October 2005 on Ongoing and Periodic Information to be published by
Issuers of Securities.
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| | Annexes | | | | | | | | | | |
| | File | Description | |
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