| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 5 | / | 2016 | | | | | | Date of issue: | 2016-04-28 | | | | | | | | | | | 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 | | | | | | | | | Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieÑ—â„–ce i okresowe
| | | | 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 27 of April 2016 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:
FIRST RESOLUTION
The General Meeting, after having received the presentation of the Report of the Board, the Auditor's Report, the Annual Accounts, the Consolidated Financial Statements and the presentation and report by the Board of Directors 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 2015 in their entirety.
SECOND RESOLUTION
The General Meeting, after having reviewed the Report of the Board of Directors and the Auditor's Report, approves the Report of the Board and the Consolidated Financial Statements for the financial year ending 31 December 2015 in their entirety.
THIRD RESOLUTION
The General Meeting, acknowledging the loss realized, decides to carry forward the loss to the next financial year.
FOURTH RESOLUTION
The General Meeting acknowledging that the Company’s losses realized during the financial year ending 31 December 2015 exceeding 75% of the share capital of the Company, decides in accordance with Article 100 of the Luxembourg law dated 10 August 1915 on commercial companies, to continue the business of the Company.
FIFTH RESOLUTION
After review of the Report of the Board as well as review and approval of the Annual Accounts and the Consolidated Financial Statements, the General Meeting grants discharge to all directors for the past activities and related financial statements of the Company.
SIXTH RESOLUTION
The General Meeting _i_ confirms the mandate of the non-executive directors of the Company _Mr Alfons Wilhelm Balmann and Mrs Karen Fisher_ ending at the annual general meeting of shareholders to be held in 2019 as members of the Board of Directors of the Company and _ii_ re-appoints the executive directors of the Company _Mr Alex Lissitsa, Mr Dmytro Martyniuk and Mr Oleksandr Petrov_ for a period of 6 _six_ years until the annual general meeting of shareholders to be held in 2022 as members of the Board of Directors of the Company.
SEVENTH RESOLUTION
The General Meeting approves the buy-back programme to be put in place by the Company pursuant to which the Company may acquire a maximum of 1,565,000 of its own shares during a period ending 18 months from the date of the AGM. Such shares shall be purchased at a price ranging between PLN 1 and PLN 20, being understood that the maximum price cannot be higher than the price of the last independent trade on the shares at the date of purchase by the Company of the shares.
The minutes of the Annual general shareholders’ meeting of the Company held in Luxembourg on 27 April 2016 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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