| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 33 | / | 2015 | | | | | | Date of issue: | 2015-12-10 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | KERNEL HOLDING S.A. | | | | Subject | | | | | | | | | | | | | RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KERNEL HOLDING S.A. HELD ON 10 DECEMBER 2015 | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders which was held on 10 December 2015 at 15:00 CET at the Company’s registered office, 19 rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in the wording as proposed in current report No 30/2015 published on 10 November 2015.
All resolutions adopted at the Annual General Meeting of Shareholders 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 adopted at the Annual General Meeting of shareholders:
FIRST RESOLUTION
The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves these reports.
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
SECOND RESOLUTION
The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves in their entirety the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2015, with a resulting consolidated net profit attributable to equity holders of the Company of one hundred six million nine hundred thirty thousand US dollars (USD 106,930,000.-).
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
THIRD RESOLUTION
The general meeting, after having reviewed the management report of the board of directors and the report of the independent auditor of the Company, approves in their entirety the Parent Company’s annual accounts (unconsolidated) for the financial year ended on 30 June 2015, with a resulting net loss for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of twelve million seven hundred nineteen thousand one hundred forty seven US dollars and forty-eight cents (USD 12,719,147.48.-).
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
FOURTH RESOLUTION
The general meeting approves the proposal of the board of directors (i) to carry forward the net loss of the Parent Company annual accounts (non-consolidated) of twelve million seven hundred nineteen thousand one hundred forty seven US dollars and forty-eight cents (USD 12,719,147.48.-) and (ii) after allocation to the legal reserve of the Company, to declare a dividend at twenty five cents per ordinary share (USD 0.25.-) for the financial year ended on 30 June 2015. The general meeting delegates to the board of directors to set up record and payment dates for the dividends distribution.
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
FIFTH RESOLUTION
The general meeting decides to grant discharge to the directors of the Company for their management duties and the exercise of their mandates in the course of the financial year ended on 30 June 2015.
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
SIXTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrzej Danilczuk for a one year term, decides to renew the mandates of Mr. Andrzej Danilczuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 40,009,824 votes in favor, 0 votes against, 3,000,000 votes abstained.
SEVENTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Ton Schurink for a one year term, decides to renew the mandates of Mr. Ton Schurink for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 40,009,824 votes in favor, 0 votes against, 3,000,000 votes abstained.
EIGHTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Sergei Shibaev for a one year term, decides to renew the mandates of Mr. Sergei Shibaev for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 40,009,824 votes in favor, 0 votes against, 3,000,000 votes abstained.
NINTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andriy Verevskyy for a five-year term, decides to renew the mandate of Mr. Andriy Verevskyy for a five-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2020.
This resolution has been adopted by a majority of 36,271,418 votes in favor, 3,278,511 votes against, 3,459,895 votes abstained.
TENTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova for a one year term, decides to renew the mandate of Mrs. Anastasiia Usachova for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 39,981,965 votes in favor, 27,859 votes against, 3,000,000 votes abstained.
ELEVENTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Viktoriia Lukianenko for a one year term, decides to renew the mandate of Mrs. Viktoriia Lukianenko for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 39,981,965 votes in favor, 27,859 votes against, 3,000,000 votes abstained.
TWELFTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yuriy Kovalchuk for a one year term, decides to renew the mandate of Mr. Yuriy Kovalchuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 39,936,634 votes in favor, 73,190 votes against, 3,000,000 votes abstained.
THIRTEENTH RESOLUTION
The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Kostiantyn Lytvynskyi for a one year term, decides to renew the mandate of Mr. Kostiantyn Lytvynskyi for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 39,981,965 votes in favor, 27,859 votes against, 3,000,000 votes abstained.
FOURTEENTH RESOLUTION
The general meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to two hundred fifteen thousand US dollars (USD 215,000.-), approves the independent directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2016, for a total gross annual amount of two hundred seventy seven thousand five hundred US dollars (USD 277,500.-).
This resolution has been adopted by a majority of 40,009,824 votes in favor, 0 votes against, 3,000,000 votes abstained.
FIFTEENTH RESOLUTION
The general meeting, having acknowledged that fees (tantiemes) paid to the executive directors for their previous term as members of the board of directors amounted in total to two hundred fifty thousand US dollars (USD 250,000.-), approves the executive directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2016, for a total gross annual amount of two hundred forty thousand US dollars (USD 240,000.-) including two hundred thousand US dollars (USD 200,000.-) to be paid to the chairman of the board of directors.
This resolution has been adopted by a majority of 40,009,824 votes in favor, 0 votes against, 3,000,000 votes abstained.
SIXTEENTH RESOLUTION
The general meeting grants discharge to the independent auditor of the Company, Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 for the financial year ended on 30 June 2015.
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
SEVENTEENTH RESOLUTION
The general meeting, following proposal by the board of directors to reappoint Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company, resolves to reappoint Delloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2016.
This resolution has been adopted by a majority of 43,009,824 votes in favor, 0 votes against, 0 votes abstained.
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