| | POLISH FINANCIAL SUPERVISION AUTHORITY | |
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| | | UNI - EN REPORT No | 40 | / | 2013 |
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| | Date of issue: | 2013-12-11 | | | | | | | | |
| | 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 2013 | |
| | Official market - legal basis | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
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| | 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 2013 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 36/2013 published on 08 November 2013.
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 42,420,365 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 2013, with a resulting consolidated net profit attributable to equity holders of the Company of one hundred eleven million two hundred sixty-four thousand US dollars (USD 111,264,000.-).
This resolution has been adopted by a majority of 42,420,365 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 2013, with a resulting net profit for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of eighty-five million six hundred seventy-two thousand five hundred ten US dollars and ninety-five cents (USD 85,672,510.95.-).
This resolution has been adopted by a majority of 42,420,365 votes in favor, 0 votes against, 0 votes abstained.
FOURTH RESOLUTION
The General Meeting approves the proposal of the board of directors to carry forward the net profit of the Parent Company annual accounts (non-consolidated) of eighty-five million six hundred seventy-two thousand five hundred ten US dollars and ninety-five cents (USD 85,672,510.95.-) and to declare a dividend at nil for the financial year ended on 30 June 2013.
This resolution has been adopted by a majority of 42,420,365 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 2013.
This resolution has been adopted by a majority of 42,420,365 votes in favor, 0 votes against, 0 votes abstained.
SIXTH RESOLUTION
The General Meeting, having acknowledged the end of the mandates of the three independent directors and in consideration of the proposal to reappoint Mr. Andrzej Danilczuk, Mr. Ton Schurink and Mr. Sergei Shibaev for a one year term, decides to renew the mandates of Mr. Andrzej Danilczuk, Mr. Ton Schurink and 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 2014.
This resolution has been adopted by a majority of 38,339,533 votes in favor, 443,726 votes against, 3,637,106 votes abstained.
SEVENTH RESOLUTION
The General Meeting, having acknowledged the end of the mandates of Mrs. Anastasiia Usachova and Mrs. Viktoriia Lukianenko as directors of the board of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova and Mrs. Viktoriia Lukianenko for a one-year term, decides to renew the mandates of Mrs. Anastasiia Usachova and 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 2014.
This resolution has been adopted by a majority of 37,831,306 votes in favor, 951,953 votes against, 3,637,106 votes abstained.
EIGHTH 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 2014, for a total gross annual amount of two hundred fifteen thousand US dollars (USD 215,000.-).
This resolution has been adopted by a majority of 39,020,365 votes in favor, 0 votes against, 3,400,000 votes abstained.
NINTH 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 fifty thousand US dollars (USD 50,000.-), 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 2014, for a total gross annual amount of fifty thousand US dollars (USD 50,000.-).
This resolution has been adopted by a majority of 42,420,365 votes in favor, 0 votes against, 0 votes abstained.
TENTH 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 2013.
This resolution has been adopted by a majority of 42,420,365 votes in favor, 0 votes against, 0 votes abstained.
ELEVENTH 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 2014.
This resolution has been adopted by a majority of 41,625,459 votes in favor, 557,800 votes against, 237,106 votes abstained.
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