| | KOMISJA NADZORU FINANSOWEGO | |
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| | Raport bieżący nr | 9 | / | 2012 | |
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| | Data sporzÄ…dzenia: | 2012-06-15 | | | | | | | | | |
| | Skrócona nazwa emitenta | | | | | | | | | |
| | ASTARTA HOLDING | |
| | Temat | | | | | | | | | | |
| | Resolutions adopted at the Annual General Meeting of Shareholders of
ASTARTA Holding N.V.
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| | Podstawa prawna | | | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
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| | Treść raportu: | | | | | | | | | |
| | The Board of Directors of ASTARTA Holding N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company") informs that the following resolutions were adopted at the Annual General Meeting of the Company’s Shareholders held on 14 June 2012 at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands, at 9 A.M. of local time.
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Resolution No. 1 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the approving that the annual report and annual accounts for the financial years 2011 and 2012 are prepared in a different language than the Dutch language
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§1
The Annual General Meeting of Shareholders of the Company hereby resolves to approve that the annual reports and annual accounts for the financial years 2011 and 2012 have been prepared in another language than the Dutch language.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 2 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the adoption of the annual accounts for the financial year 2011
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§1
The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2011 as presented by the Board of Directors.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 3 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the granting of discharge to the Directors for their tasks during the financial year 2011
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§1
The Annual General Meeting of Shareholders of the Company hereby resolves to:
(a) to grant discharge to Mr. V. Ivanchyk, for all acts of management performed during the financial year 2011 for and on behalf of the Company for as far as appear from the Company’s books;
(b) to grant discharge to Mr. P. Rybin, for all acts of management performed during the financial year 2011 for and on behalf of the Company for as far as appear from the Company’s books;
(c) to grant discharge to Mr. M. Van Campen, for all acts of management performed during the financial year 2011 for and on behalf of the Company for as far as appear from the Company’s books;
(d) to grant discharge to Mr. W. Korotkov, for all acts of supervision performed during the financial year 2011 for and on behalf of the Company for as far as appear from the Company’s books;
(e) to grant discharge to Mr. W. Bartoszewski, for all acts of supervision performed during the financial year 2011 for and on behalf of the Company for as far as appear from the Company’s books.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 4 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the adoption of the profit appropriation for the financial year 2011 and distribution of dividends
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§1
The Annual General Meeting of Shareholders of the Company hereby adopts the net profit appropriation for the financial year 2011 as presented by the Board of Directors; to add the amount of EUR 87,530 thousand to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2011.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 5 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the authorization of the Board of Directors to have the Company repurchase shares in its own capital and determining the term for, and conditions of such a repurchase
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§1
The Annual General Meeting of Shareholders of the Company hereby adopts to authorize the Board of Directors to repurchase shares in the capital of the Company up to a maximum of 500,000 shares, being 2% of the currently issued and paid up share capital for a purchase price per share of up to PLN 125.00. To authorize that the repurchase shall take place through a broker in the open market and is for the purpose of meeting obligations arising from (i) debt financial instruments exchangeable for or convertible into equity instruments and/or (ii) employee share option programs, or other allocations of shares to employees of the Company or of a group entity of the Company. To resolve that the authorization is valid for a period of eighteen months starting today.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 6 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the authorization of a person to represent the Company in the event of a conflict of interest
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§1
The Annual General Meeting of Shareholders of the Company hereby appoints Mr. Ivanchyk to represent the Company in the event that the Company has a conflict of interest with a Director, in the event that that a Director in private enters into an agreement with, or is party in a legal proceeding between him and the company.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 7 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the appointment of a person that may be temporarily charged with the management of the Company when all Directors are absent or unable to act (“ontstentenis of belet")
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§1
The Annual General Meeting of Shareholders of the Company hereby appoints Mr. Sergiy Kontiruk as the person that may be temporarily charged with the management of the Company in the event that all Directors are absent or unable to act.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 8 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the appointment of the Company’s external auditor for the financial year 2012
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§1
The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with Ernst&Young, KPMG, Deloitte, PwC, BDO Consulting, Baker Tilly and Grant Thornton, and depending on the results of these negotiations, appoint one of these firms as the Company’s external auditor and to enter into an engagement with the appointed auditor to render audit services for the financial year 2012.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 9 of 14 June 2012
of the Annual General Meeting of Shareholders of the Company
regarding the delegation to the Board of Directors of the authority to issue shares and cancel pre-emptive rights
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§1
The Annual General Meeting of Shareholders of the Company hereby authorizes the Board of Directors to (i) issue or to grant rights to subscribe for shares up to a maximum of 10% of the currently issued and paid up share capital and to (ii) limit or cancel any existing pre-emptive rights in connection therewith, all for a period of one year starting today, which authorization may not be withdrawn.
§2
This resolution comes into force on the day of its adoption.
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During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholder having 4.83% of the shares present and the votes to be cast at the meeting objected and voted against Resolutions number 5 and 9, abstained from voting of Resolutions number 6 and 7, and no objection was raised with respect to the other Resolutions.
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