| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
| |
| | | UNI - EN REPORT No | 7 | / | 2013 |
| | |
| | Date of issue: | 2013-05-15 | | | | | | | | |
| | Short name of the issuer | | | | | | | |
| | OVOSTAR UNION N.V. | |
| | Subject | | | | | | | | | | |
| | Draft resolutions to be voted on Annual General Meeting of Shareholders of Ovostar Union N.V. | |
| | 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: | | | | | | | | |
| | EXPLANATORY NOTES TO THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
of OVOSTAR UNION N.V.
The Board of Directors of Ovostar Union N.V., with its corporate seat in Amsterdam, the Netherlands
(the “Company"), acting pursuant to the Articles of Association of the Company (“Articles of
Association"), has convened the Company’s Annual General Meeting of Shareholders to be held on 25
June 2013 at 12.00 P.M. local time at 17 Museumplein, Amsterdam, the Netherlands (the “Meeting").
These explanatory notes include facts and circumstances relevant to the shareholders of the Company
with respect to items on the Meeting agenda that require to be voted upon.
All documents prepared for the purpose of the Meeting, including: (a) the Meeting agenda, (b) the
explanatory notes to the Meeting agenda, (c) the 2012 Annual Accounts, including the explanatory
notes to the 2012 Annual Accounts and (d) all (draft) documents submitted to the Meeting for approval,
ratification and/or adoption and draft resolution to be taken, are available free of charge at the
Company’s offices in the Netherlands (Koningslaan 17, 1075AA Amsterdam, the Netherlands, tel.
+31206731090 – between 9 A.M. and 5 P.M. local time on working days) and also on the Company’s
website http://ovostar.ua/en/ipo/general_information/general_meetings/
Resolution 1
With respect to item 3 of the Agenda: Adoption of the annual accounts for the financial year ended 31
December 2012 (the “2012 Annual Accounts")
The Company has prepared its Annual Report for the financial year ended 31 December 2012, including
the 2012 Annual Accounts, in accordance with Dutch law and the relevant rules, law and regulations
relating to the trading of the Company’s shares on the Warsaw Stock Exchange, which will be presented
to the Meeting by the Board of Directors. The 2012 Annual Accounts contain also the consolidated
annual accounts of the Company’s group.
It is proposed that the Meeting approves and adopts the 2012 Annual Accounts.
Resolution 2
With respect to item 4of the Agenda: Granting discharge to the directors for all acts of management
during the financial year ended 31 December 2012
It is proposed that the Meeting grants full discharge to each of the members of the Company’s Board of
Directors for all acts of management performed for and on behalf of the Company during the financial
year 2012, for as far as appear from the Company’s books.
Resolution 3
With respect to item 5 of the Agenda: Adoption of profit appropriation for the financial year ended 31
December 2012
To adopt the net profit appropriation for the financial year ended 31 December 2012 as presented by
the Board of Directors; to add the profit realized in the financial year ended 31 December 2012 to the
general reserves and not to distribute any dividends to the shareholders out of the profits.
Resolution 4a
With respect to item 6 of the Agenda: Adoption of the Company’s remuneration policy.
It is proposed to adopt remuneration policy of the Company for the member of the Board of Directors of
the following structure, whereby (i) three of the four members of the Board of Directors receive a fixed
amount from the Company or any of its subsidiaries, to be determined by the Company’s general
meeting, and 1 member will receive no remuneration, (ii) members of the Board of Directors are
entitled to disburse their reasonable expenses and (iii) no options for shares in the Company’s capital
have been granted to any of the members of the Board of Directors.
Resolution 4b
With respect to item 6 of the Agenda: Adoption of the remuneration for financial year 2013.
Following the adoption of the Company’s remuneration policy, it is proposed that the remuneration for
the members of the Board of Directors for the financial year 2013 will be as follows:
- Mr. Bielikov: fixed amount of USD 23 ths to be received from LLC Yasensvit (the
Company’s subsidiary);
- Mr. Veresenko fixed amount of USD 21 ths to be received from LLC Yasensvit (the
Company’s subsidiary);
- Mr. Van Campen: fixed amount of USD 20 ths to be received from the Company; and
- Mr. Bakumenko: no remuneration.
Resolution 5
With respect to item 7 of the Agenda: Appointment of the Company’s external auditor for year 2013.
In accordance with the advice of the Audit Committee, to appoint Baker Tilly Berk N.V. as the external
auditor of the Company for the financial year that will end on 31 December 2013.
Resolution 6
With respect to item 8 of the Agenda: Delegation to the Board of Directors of the authority to issue
shares and cancel pre-emptive rights
It is proposed to authorize the Board of Directors to (i) issue or to grant rights to subscribe for shares up
to a maximum of 10% of the Company's issued share capital at the date of the Meeting and ii) to
authorize the Board of Directors to grant rights to subscribe for shares and iii) to authorize the Board of
Directors to limit or exclude any of the pre-emptive rights (voorkeursrechten) of shareholders, all for a
fixed period of 5 years.
Resolution 7
With respect to item 8 of the Agenda: Authorization of the Board of Directors to purchase shares in the
Company’s own capital and to alienate purchased shares in the Company’s own capital
It is proposed that the Board of Directors will be authorized, for a fixed period of eighteen months as of
the date of the Meeting, to purchase fully paid-up shares in the Company’s own capital on the stock
exchange or otherwise for valuable consideration and to alienate shares in the Company’s own capital,
for purposes of stock option plans and other general corporate purposes. The aforesaid authorization
pertains to the maximum number that the Company may acquire pursuant to the law and the articles of
association of the Company as of the date of acquisition, in which respect the price must be between
the amount equal to the nominal value of these shares and the amount equal to hundred and ten
percent (110%) of the average quotation of the listed shares on the stock exchange maintained by the
Warsaw Stock Exchange of the past five days before the purchase.
Amsterdam, 14 May 2013
The Board of Directors
Ovostar Union N.V. | |
| | Annexes | | | | | | | | | | |
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