| | KOMISJA NADZORU FINANSOWEGO | | | | | | Raport bieżący nr | 4 | / | 2016 | | | | | | Data sporządzenia: | 2016-06-29 | | | | | | | | | | | | Skrócona nazwa emitenta | | | | | | | | | | | | MILKILAND N.V. | | | | Temat | | | | | | | | | | | | | Resolutions adopted at the Annual General Meeting of Shareholders of Milkiland N.V. | | | | Podstawa prawna | | | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Treść raportu: | | | | | | | | | | | | The Board of Directors of Milkiland 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 Shareholders of Milkiland N.V. held on 17 June 2016 at Strawinskylaan 1999, 1077 XV Amsterdam, the Netherlands, at 10 a.m. of Amsterdam time _the “the AGM"_.
1. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
3.b adoption of the annual accounts for the financial year 2015 _item 3. Annual accounts for the financial year 2015_.
Resolution of the AGM:
to adopt the annual accounts for the financial year 2015.
2. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
4. Granting of discharge to the members of the Board of Directors for their tasks during the financial year 2015.
Resolution of the AGM:
to discharge the members of the Board of Directors of the Company in respect of their tasks during the financial year 2015. Such discharge only applies to matters that are disclosed in the annual accounts for the respective year or have otherwise been disclosed to the general meeting of shareholders prior to the resolution to discharge the members of the Board of Directors.
3. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
5. Appointment of the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2016.
Resolution of the AGM:
to entrust the Board of Directors to enter into negotiations with the Company’s current auditor BDO and several other reputable audit firms such as KPMG, Deloitte, PwC and others depending on the results of such negotiations to appoint one of these firms as the Company's external auditor on the proposal of the Audit Committee and with the affirmative votes of all Non-executive Directors and to enter into an engagement with the appointed auditor to render audit services for the financial year 2016.
4. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
6. Authorisation of the Board of Directors to repurchase shares.
Resolution of the AGM:
to authorize the Board of Directors, for a period of 18 months with effect from the date of the General Meeting, to acquire for the Company as many of its own shares as is permitted by the Company's articles of association and Dutch law, whether through the stock exchange or by other means, for a price that is between an amount equal to nil and an amount which is not higher than 10% above the opening price of the Company's shares quoted on the Warsaw Stock Exchange on the day of acquisition, or, should such a quotation not exist, the last previous quotation on the Warsaw Stock Exchange.5. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
7.a. Proposal to delegate to the Board of Directors the power to resolve to issue shares and/or to grant rights to subscribe for shares. _item 7. Delegation to the Board of Directors powers relating to the issue of shares: _a_ to resolve to issue shares and/or to grant rights to subscribe for shares and _b_ to resolve to restrict or exclude pre-emptive rights_.
Resolution of the AGM:
to delegate to the Board of Directors the authority to issue shares comprised in the Company's authorised share capital under the Company's articles of association, as amended from time to time, and/or to grant rights to subscribe for such shares, with the understanding that this authority is limited to 10% of the issued share capital of the Company at the date of the General Meeting, plus an additional 10% of the issued share capital of the Company at the date of the General Meeting in connection with or on the occasion of mergers and acquisitions.
6. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
7.b. Proposal to delegate to the Board of Directors the power to resolve to restrict or exclude pre-emptive rights. _item 7. Delegation to the Board of Directors powers relating to the issue of shares: _a_ to resolve to issue shares and/or to grant rights to subscribe for shares and _b_ to resolve to restrict or exclude pre-emptive rights_.
Resolution of the AGM:
to delegate to the Board of Directors the authority to restrict or exclude pre-emptive rights in respect of such issue of shares and rights to subscribe for shares, all for a period of eighteen _18_ months from the date of the General Meeting.
7. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
8.a Re-appointment of Mr. Oleg Rozhko as non-executive director of the Board of Directors _item 8. Re-appointment of members of the Board of Directors_.
Resolution of the AGM:
to re-appoint Mr. Oleg Rozhko as non-executive director of the Board of Directors, Chairman of the Board as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2017. The remuneration of Mr. O. Rozhko shall be in accordance with the remuneration policy of the Company.
8. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
8.b Re-appointment of Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors _item 8. Re-appointment of members of the Board of Directors_.
Resolution of the AGM:
to re-appoint Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors, Head of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2017. The remuneration of Mr. Willem Scato van Walt Meijer shall be in accordance with the remuneration policy of the Company.
9. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
8.c Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors _item 8. Re-appointment of members of the Board of Directors_.
Resolution of the AGM:
to re-appoint Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2017. The remuneration of Mr. V. Rekov shall be in accordance with the remuneration policy of the Company.
10. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
8.d Re-appointment of Mr. Vitaliy Strukov as non-executive director of the Board of Directors _item 8. Re-appointment of members of the Board of Directors_.
Resolution of the AGM:
to re-appoint Mr. Vitaliy Strukov as non-executive director of the Board of Directors as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2017. The remuneration of Mr. V. Strukov shall be in accordance with the remuneration policy of the Company.
11. The voting item of Agenda of the Annual General Meeting of the Company's Shareholders:
8.d Re-appointment of Mr. George Christopher Logusch as non-executive director of the Board of Directors _item 8. Re-appointment of members of the Board of Directors_.
Resolution of the AGM:
to re-appoint Mr. George Christopher Logusch as non-executive director of the Board of Directors as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2017. The remuneration of Mr. G.C. Logusch shall be in accordance with the remuneration policy of the Company.
During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof.
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