RB 7: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 | 7 | / | 2010 | | |||||||
| Data sporządzenia: | 2010-05-29 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| ASTARTA HOLDING | ||||||||||||
| Temat | ||||||||||||
| Resolutions adopted at the Annual General Meeting of Shareholders of ASTARTA Holding N.V. | ||||||||||||
| Podstawa prawna | ||||||||||||
| Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne | ||||||||||||
| 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 28 May 2010 Amsterdam at Claude Debussylaan 54 in Amsterdam, the Netherlands, at 9 A.M. of Dutch time. ****** Resolution No. 1 of 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the Company’s annual accounts for the financial year 2009 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2009 as presented by the Board of Directors. §2 This resolution comes into force on the day of its adoption. ****** ______________________________________________________________________________ Resolution No. 2 of 28 May 2010 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 2009 ______________________________________________________________________________ §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 2009 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 2009 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 2009 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 2009 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 2009 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 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding reappointment of the Directors _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to: (a) to appoint Mr. Ivanchyk as an executive director “A", CEO of the Company for the second four-year period of the office starting from the date of the meeting; (b) to appoint Mr. Rybin as an executive director “A", COFO of the Company for the second four-year period of the office starting from the date of the meeting; (c) to appoint Mr. Van Campen as an executive director “B", CCO of the Company for the second four-year period of the office starting from the date of the meeting; (d) to appoint Mr. Korotkov as a non-executive director “С", Chairman of the Board of the Company for the second four-year period of the office starting from the date of the meeting; (e) to appoint Mr. Bartoszewski as a non-executive director “С", Vice Chairman of the Board of the Company for the second four-year period of the office starting from the date of the meeting. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 4 of 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the profit appropriation for the financial year 2009 and distribution of dividends _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts the net profit appropriation for the financial year 2009 as presented by the Board of Directors; to add the amount of EUR 28,916,000 to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2009. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 5 of 28 May 2010 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 to leave the current remuneration policy unchanged. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 6 of 28 May 2010 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 28 May 2010 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 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the appointment of the Company’s external auditor for the financial year 2010 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with Ernst&Young Accountants N.V., KPMG Accountants N.V., Deloitte, Baker Tilly Berk B.V. and BDO CampsObers Holding N.V. 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 2010. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 9 of 28 May 2010 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 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. ****** During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof. | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
| Resolutions adopted at the Annual General Meeting of Shareholders of ASTARTA Holding N.V. Resolutions adopted at the Annual General Meeting of Shareholders of ASTARTA Holding N.V. 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 28 May 2010 Amsterdam at Claude Debussylaan 54 in Amsterdam, the Netherlands, at 9 A.M. of Dutch time. ****** Resolution No. 1 of 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the Company’s annual accounts for the financial year 2009 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2009 as presented by the Board of Directors. §2 This resolution comes into force on the day of its adoption. ****** ______________________________________________________________________________ Resolution No. 2 of 28 May 2010 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 2009 ______________________________________________________________________________ §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 2009 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 2009 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 2009 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 2009 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 2009 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 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding reappointment of the Directors _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to: (a) to appoint Mr. Ivanchyk as an executive director “A”, CEO of the Company for the second four-year period of the office starting from the date of the meeting; (b) to appoint Mr. Rybin as an executive director “A”, COFO of the Company for the second four-year period of the office starting from the date of the meeting; (c) to appoint Mr. Van Campen as an executive director “B”, CCO of the Company for the second four-year period of the office starting from the date of the meeting; (d) to appoint Mr. Korotkov as a non-executive director “С”, Chairman of the Board of the Company for the second four-year period of the office starting from the date of the meeting; (e) to appoint Mr. Bartoszewski as a non-executive director “С”, Vice Chairman of the Board of the Company for the second four-year period of the office starting from the date of the meeting. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 4 of 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the profit appropriation for the financial year 2009 and distribution of dividends _______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts the net profit appropriation for the financial year 2009 as presented by the Board of Directors; to add the amount of EUR 28,916,000 to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2009. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 5 of 28 May 2010 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 to leave the current remuneration policy unchanged. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 6 of 28 May 2010 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 28 May 2010 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 28 May 2010 of the Annual General Meeting of Shareholders of the Company regarding the appointment of the Company’s external auditor for the financial year 2010 ______________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with Ernst&Young Accountants N.V., KPMG Accountants N.V., Deloitte, Baker Tilly Berk B.V. and BDO CampsObers Holding N.V. 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 2010. §2 This resolution comes into force on the day of its adoption. ****** _______________________________________________________________________________ Resolution No. 9 of 28 May 2010 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 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. ****** 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 | ||
| 2010-05-29 | Viktor Ivanchyk | Proxy | Viktor Ivanchyk | ||
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