| | KOMISJA NADZORU FINANSOWEGO | |
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| | Raport bieżący nr | 18 | / | 2011 | |
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| | Data sporzÄ…dzenia: | 2011-11-24 | | | | | | | | | |
| | Skrócona nazwa emitenta | | | | | | | | | |
| | WESTA ISIC S.A. | |
| | Temat | | | | | | | | | | |
| | Resolutions of the Extraordinary General Meeting held on 23 November 2011 | |
| | Podstawa prawna | | | | | | | | |
| | Inne uregulowania
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| | Treść raportu: | | | | | | | | | |
| | WESTA ISIC S.A., a joint stock company under Luxembourg law, with registered office at 412F, route d’Esch, L-2086 Luxembourg, registered in the Luxembourg Register of Companies under No. B 150.326, (the "Company"), hereby informs that the following resolutions were adopted at the Company’s extraordinary general meeting of shareholders held on 23 November 2011:
FIRST RESOLUTION:
The Shareholders resolve to change the structure of the board of directors of the Company with the establishment of category C directors (Independent Directors).
The following resolution was passed with 38,891,000 votes in favour, 0 votes against and 0 abstentions.
SECOND RESOLUTION:
The Shareholders resolve to appoint the following persons as category C directors for a period ending with the annual general meeting which will approve the accounts of the financial year ending 31 December 2011:
- Ms Lyubov Krechmanska, accountant, born on 11 September 1972 in Zhitomirska obl., (Ukraine), residing in 10 C/18 Rembelinska str., 03-343 Warsaw, Poland; and
- Mr Ievgenii Cherviachenko, financial adviser, born on 30 August 1982 in Dnipropetrovska obl., (Ukraine), residing in 76, Nauki, Ap. 37, 03083 Kyiv, Ukraine.
The following resolution was passed with 38,850,000 votes in favour, 41,000 votes against and 0 abstentions.
THIRD RESOLUTION:
The Shareholders resolve to change the date of the annual general meeting of the Company so that it will henceforth take place on the first Wednesday in the month of June at 5.00 p.m..
The following resolution was passed with 38,891,000 votes in favour, 0 votes against and 0 abstentions.
FORTH RESOLUTION
The Shareholders resolve to accept the resignation of the current statutory auditor, i.e. FIN-CONTROLE S.A. and further resolves to appoint the following person as authorized auditor (réviseur d’entreprises agréé) of the Company for a period ending with the annual general meeting which will approve the accounts of the financial year ending 31 December 201:
- DELOITTE S.A., a société anonyme having its registered office in L- 2220 Luxembourg, 560, rue de Neudorf, recorded with the Luxembourg Trade and Companies’ Register under number B 67.895.
The following resolution was passed with 38,891,000 votes in favour, 0 votes against and 0 abstentions.
FIFTH RESOLUTION:
The Shareholders resolve to establish an Audit Committee of the Company and to appoint the following persons as members of such Audit Committee for a period ending with the annual general meeting which will approve the accounts of the financial year ending 31 December 2011:
-Mr Denys Dzenzers’kyy, economist, born on 22 December 1978 in Dnipropetrovsk, Ukraine, residing at Ukraine, Dnipropetrovsk, 131 Rybinska Street, Apt 1;
-Ms Lyubov Krechmanska, accountant, born on 11 September 1972 in Zhitomirska obl., (Ukraine), residing in 10 C/18 Rembelinska str., 03-343 Warsaw, Poland.
The following resolution was passed with 38,850,000 votes in favour, 41,000 votes against and 0 abstentions.
SIXTH RESOLUTION
As a consequence of the preceding resolutions, the Shareholders resolve to amend articles 9, 11 and 12.2 in order to give them henceforth the following wording:
“Art. 9. Management.
9.1 The Company shall be managed by a sole Director in case of a sole Shareholder, or by a Board composed of at least three (3) members and of a maximum of sixteen (16) members in case of plurality of Shareholders, their number being determined by the Sole Shareholder, or in case of plurality of shareholders, by the General Meeting. Director(s) need not to be shareholder(s) of the Company.
In case of plurality of directors the General Meeting may decide to create three categories of directors and the Company shall be administered by a Board of Directors, consisting of:
a) one or more Directors A, hereinafter referred to as the "Executive Directors A";
b) one or more Directors B, hereinafter referred to as the "Executive Directors B", and
c) one or more Directors C, hereinafter referred to as the "Independent Directors".
The Executive Directors A, the Executive Directors B and the Independent Directors hereinafter jointly also referred to as Directors.
9.2 The Board of Directors shall be charged with the Company's management.
9.3 The Director(s) shall be elected by the Sole Shareholder, or in case of plurality of shareholders by the General Meeting, for a period not exceeding six (6) years and until their successors are elected, provided, however, that any director may be removed at any time by a resolution taken by the general meeting of shareholders. The director(s) shall be eligible for reappointment.
9.4 In the event of vacancy in the office of a director because of death, resignation or otherwise, the remaining directors elected by the General Meeting may meet and elect a director to fill such vacancy until the next general meeting of shareholders."
“Art. 11. Powers of the Board.
11.1. The Board is vested with the broadest powers to perform or cause to be performed all acts of disposition and administration in the Company's interest. All powers not expressly reserved by the Law or by the Articles to the General Meeting fall within the competence of the Board.
11.2. The Board may decide to set up committees to consider matters submitted to them by the Board, including an audit committee and an appointments, remuneration and corporate governance committee.
11.3. The audit committee (the Audit Committee) shall consist of at least 2 (two) members elected from among the members of the Board.
Decisions shall be taken by a majority vote of the members of the Audit Committee. In the event that in any meeting the number of votes for and against a resolution shall be equal, such a resolution should be considered, discussed and resolved by the Board.
At least one member of the Audit committee shall be Independent Director and shall have competence in accounting and/or auditing.
The Audit Committee shall be responsible for:
11.3.1. Overseeing the financial reporting and disclosure process;
11.3.2. Monitoring choice of accounting policies and principles;
11.3.3. Overseeing hiring, performance and independence of the external auditors;
11.3.4. Monitoring the internal control process;
11.3.5. Overseeing the performance of the internal audit function."
“12.2. Any material agreement between the Company and its related party must be approved in advance by the Board, with at least one Independent Director voting in favor of such resolution. Typical transactions made in the ordinary course of business on arms-length basis with entities majority owned by the Company or other parties do not need to be approved by the Board."
The following resolution was passed with 38,891,000 votes in favour, 0 votes against and 0 abstentions.
Legal grounds: Article 56.1 in connection with article 56.6 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organized trading system and on public companies.
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