RB 6:Resolutions adopted at the Annual General Meeting of Shareholders of ASTARTA Holding N.V.
Firma: Astarta Holding N.V.Spis treści:
1. RAPORT BIEŻĄCY
2. MESSAGE (ENGLISH VERSION)
3. INFORMACJE O PODMIOCIE
4. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
| KOMISJA NADZORU FINANSOWEGO | ||||||||||||
| | Raport bieżący nr | 6 | / | 2009 | | |||||||
| Data sporządzenia: | 2009-06-05 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| ASTARTA HOLDING | ||||||||||||
| Temat | ||||||||||||
| Resolutions adopted at the Annual General Meeting of Shareholders of ASTARTA Holding N.V. | ||||||||||||
| Podstawa prawna | ||||||||||||
| Inne uregulowania | ||||||||||||
| 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 05 June 2009 Amsterdam at Claude Debussylaan 54 in Amsterdam, the Netherlands, at 9 A.M. of Dutch time. ****** Resolution No. 1 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the Company’s annual accounts for the financial year 2008 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2008 as presented by the Board of Directors. §2 This resolution comes into force on the day of its adoption. ****** ______________________________________________________________________________ Resolution No. 2 of 05 June 2009 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 2008 ______________________________________________________________________________ §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 2008 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 2008 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 2008 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 2008 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 2008 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. ****** _______________________________________________________________________________ Resolution No. 3 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the profit appropriation for the financial year 2008 and distribution of dividends _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts the net loss appropriation for the financial year 2008 as presented by the Board of Directors; to charge the amount of EUR 7,669 thousand to the retained earnings. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 4 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the amended Remuneration Policy of the Company _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts the proposed amendment to the Remuneration Policy of the Company. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 5 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding Discussion on the new Dutch Corporate Governance Code §1 The Annual General Meeting of Shareholders of the Company hereby approves to further investigate to what extent i) the new Dutch Corporate Governance Code will affect the current Company's governance, ii) it will be opportune to implement new provisions and principles of the new code in order to comply with the new Dutch Corporate Governance Code, iii) new provisions and principles of the new Dutch Corporate Governance Code can be immediately applied by the Company, or iv) new provisions and principles the Company is unlikely to apply. The Company shall discuss any adjustments to its corporate governance policy, documents and procedures as well as the implementation of the new Dutch Corporate Governance code provisions and principles at its next year’s AGM or -if deemed necessary by the Company- at an extraordinary shareholders meeting to be held prior to next year's AGM. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 6 of 05 June 2009 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 _______________________________________________________________________________ §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. ****** _______________________________________________________________________________ Resolution No. 7 of 05 June 2009 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") _______________________________________________________________________________ §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. ****** _______________________________________________________________________________ Resolution No. 8 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the appointment of the Company’s external auditor for the financial year 2009 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with KPMG Accountants N.V., Ernst &Young, Baker Tilly Berk B.V. and BDO CampsObers Holding N.V. and pending the results of negotiations with these firms, to enter into an engagement with one of these accounting firms for rendering audit services for the financial year 2009. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 9 of 05 June 2009 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 _______________________________________________________________________________ §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, 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. ****** During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof. Legal grounds: art. 56 Section 1 and 6 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005 (Dz.U. of 2005, No 184, item 1539) in conjunction with art. 5:25k of the Dutch Financial Supervision Act (Wet op het Financieel Toezicht). | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
| 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 05 June 2009 Amsterdam at Claude Debussylaan 54 in Amsterdam, the Netherlands, at 9 A.M. of Dutch time. ****** Resolution No. 1 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the Company’s annual accounts for the financial year 2008 §1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2008 as presented by the Board of Directors. §2 This resolution comes into force on the day of its adoption. ****** ______________________________________________________________________________ Resolution No. 2 of 05 June 2009 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 2008 §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 2008 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 2008 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 2008 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 2008 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 2008 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. ****** _______________________________________________________________________________ Resolution No. 3 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the profit appropriation for the financial year 2008 and distribution of dividends §1 The Annual General Meeting of Shareholders of the Company hereby adopts the net loss appropriation for the financial year 2008 as presented by the Board of Directors; to charge the amount of EUR 7,669 thousand to the retained earnings. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 4 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the amended Remuneration Policy of the Company §1 The Annual General Meeting of Shareholders of the Company hereby adopts the proposed amendment to the Remuneration Policy of the Company. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 5 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding Discussion on the new Dutch Corporate Governance Code §1 The Annual General Meeting of Shareholders of the Company hereby approves to further investigate to what extent i) the new Dutch Corporate Governance Code will affect the current Company's governance, ii) it will be opportune to implement new provisions and principles of the new code in order to comply with the new Dutch Corporate Governance Code, iii) new provisions and principles of the new Dutch Corporate Governance Code can be immediately applied by the Company, or iv) new provisions and principles the Company is unlikely to apply. The Company shall discuss any adjustments to its corporate governance policy, documents and procedures as well as the implementation of the new Dutch Corporate Governance code provisions and principles at its next year’s AGM or -if deemed necessary by the Company- at an extraordinary shareholders meeting to be held prior to next year's AGM. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 6 of 05 June 2009 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 §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. ****** _______________________________________________________________________________ Resolution No. 7 of 05 June 2009 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”) §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. ****** _______________________________________________________________________________ Resolution No. 8 of 05 June 2009 of the Annual General Meeting of Shareholders of the Company regarding the appointment of the Company’s external auditor for the financial year 2009 §1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with KPMG Accountants N.V., Ernst &Young, Baker Tilly Berk B.V. and BDO CampsObers Holding N.V. and pending the results of negotiations with these firms, to enter into an engagement with one of these accounting firms for rendering audit services for the financial year 2009. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 9 of 05 June 2009 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 §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, 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. ****** During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof. Legal grounds: art. 56 Section 1 and 6 of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005 (Dz.U. of 2005, No 184, item 1539) in conjunction with art. 5:25k of the Dutch Financial Supervision Act (Wet op het Financieel Toezicht). | |||
| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2009-06-05 | Viktor Inanchyk | Proxy | Viktor Ivanchyk | ||
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