The Managing Board of FFiL Śnieżka S.A. hereby announces the content of draft resolutions to be adopted at the Ordinary General Meeting of Shareholders.
Draft resolution
Resolution No. 1/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding appointment of the Chairperson of the
Ordinary General Meeting of Shareholders.
§ 1
Mr ……………………….. is hereby appointed as Chairperson of the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina.
Draft resolution
Resolution No. 2/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding adoption of the meeting agenda.
§ 1
Agenda:
Agenda:
1. Opening of the meeting.
2. Appointment of the Chairperson of the General Meeting of Shareholders.
3. Confirmation of correct convening of the Meeting of Shareholders and its capacity to adopt resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot-Counting Committee.
6. Submission by the Company’s Managing Board of:
a. Management Report for 2009.
b. Company’s financial statements for 2009.
c. Proposed distribution of the Company’s net profit for 2009.
d. Management Report for the ŚNIEŻKA Capital Group for 2009.
e. Consolidated financial statements of the ŚNIEŻKA Capital Group for 2009.
f. Proposal of redemption of treasury shares.
g. Draft amendments in the Company’s Articles of Association.
h. Draft amendments in the Regulations of the General Meeting.
i. Draft amendments in the composition of the Supervisory Board.
j. Draft amendments in the rules of establishing remuneration for the Members of the Supervisory Board.
7. Presentation by the Supervisory Board of:
a. Report on evaluation of the Company’s financial statements, Management Report and proposed distribution of net profit for 2009.
b. Brief assessment of the Company’s standing.
c. Annual report of the Supervisory Board.
8. Discussion on the issues presented by the Managing Board and the Supervisory Board.
9. Adopting resolutions on:
a. Approval of the Management Report and the financial statements for 2009.
b. Distribution of net profit for 2009.
c. Approval of the Management Report for the ŚNIEŻKA Capital Group for 2009 and consolidated financial statements of the ŚNIEŻKA S.A. Capital Group for 2009.
d. Acknowledgement of the fulfilment of duties by members of the Company’s authorities for 2009.
e. Redemption of treasury shares.
f. Decrease in the share capital by PLN 2,911.00.
g. Adoption of amendments in the Company’s Articles of Association.
h. Adoption of amendments in the Regulations of the General Meeting.
i. Appointment of the Member of the Supervisory Board.
j. Establishing remuneration for Members of the Supervisory Board.
10. Any other business.
11. Closing of the meeting.
§ 2
The resolution becomes effective as of the adopted date.
Draft resolution
Resolution No. 3a/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding appointment of a member of the Ballot-Counting Committee.
§ 1
Mr ……………….. is hereby appointed as member of the Ballot-Counting Committee.
Draft resolution
Resolution No. 3b/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding appointment of a member of the Ballot-Counting Committee.
§ 1
Mr ……………….. is hereby appointed as member of the Ballot-Counting Committee.
Draft resolution
Resolution No. 3c/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding appointment of a member of the Ballot-Counting Committee.
§ 1
Mr ……………….. is hereby appointed as member of the Ballot-Counting Committee.
Draft resolution
Resolution No. 4/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding approval of the Management Report and the financial statements for 2009.
Acting pursuant to art. 395 § 2 para. 1 of the Code of Commercial Companies and the Resolution of the Supervisory Board No. II/16/2010 dated 14.05.2010 regarding a motion submitted to the General Meeting of Shareholders to approve the Management Report and the financial statements for 2009.
The Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. in Lubzina resolves as follows:
§ 1
To approve the Management Report for Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina for 2009.
§ 2
To approve the 2009 financial statements for Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina, comprising:
Ø Notes and explanations
Ø Introduction to the financial statements
Ø Statement of financial position as at 31 December 2009, showing total assets and equity and liabilities of PLN 289,972 thousand
Ø Statement of comprehensive income for the period between 1 January 2009 and 31 December 2009, showing the same comprehensive income and the net profit of PLN 36,793 thousand
Ø Cash flow statement for the financial year between 1 January 2009 and 31 December 2009, showing a decrease in cash by PLN 701 thousand
Ø Statement of changes in equity, showing an increase in equity in the period between 1 January 2009 and 31 December 2009 by PLN 13,694 thousand
§ 3
The documents being approved, referred to in § 1 to § 2 hereof constitute separate annexes hereto.
Draft resolution
Resolution No. 5/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding distribution of net profit for 2009.
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies and § 6 para. 7 of the Company's Articles of Association and Resolution of the Supervisory Board No. II/18/2010 dated 14.05.2010, regarding approval of the distribution of net profit for 2009 as proposed by the Company's Managing Board, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina 34a resolves as follows:
§ 1
To allot the net profit for 2009 amounting to PLN 36,793,356.27 to:
1. Dividend for the Shareholders amounting to PLN 1.40 (one zloty and forty groszy) per share, i.e. totalling to PLN 18,975,021.80
· the dividend date will be 5 July 2010.
· the payment date will be 19 July 2010.
2. Remuneration for Founder Shareholders, holders of founder certificates, amounting to 0.5% of net profit for each founder, i.e. 2% of net profit amounting in total to: PLN 735,867.12
3. The remaining PLN 17,082,467.35 to supplementary capital.
§ 2
The Resolution will be implemented by the Company’s Managing Board.
Draft resolution
Resolution No. 6/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding approval of the Management Report for the Śnieżka Capital Group for 2009 and consolidated financial statements of the Śnieżka Capital Group for 2009.
Acting pursuant to art. 395 § 2 para. 1 of the Code of Commercial Companies and the Resolution of the Supervisory Board No. II/17/2010 dated 14.05.2009 regarding a motion submitted to the General Meeting of Shareholders to approve the Management Report for the Śnieżka Capital Group and the financial statements of the Śnieżka Capital Group for 2009.
The Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. in Lubzina resolves as follows:
§ 1
To approve the Management Report for the ŚNIEŻKA Capital Group for 2009.
§ 2
To approve the consolidated financial statements for the Capital Group with the parent being Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina for 2009, comprising:
Ø Introduction to the consolidated financial statements
Ø Consolidated statement of financial position as at 31 December 2009, showing total assets and equity and liabilities of PLN 312,982 thousand
Ø Consolidated statement of comprehensive income for the period between 1 January 2009 and 31 December 2009, showing the comprehensive income of PLN 40,966 thousand and the net profit of PLN 42,448 thousand
Ø Consolidated cash flow statement for the financial year between 1 January 2009 and 31 December 2009, showing a decrease in cash by PLN 4,133 thousand
Ø Statement of changes in consolidated equity, showing an increase in equity in the period between 1 January 2009 and 31 December 2009 by PLN 17,060 thousand
§ 3
The documents being approved, referred to in § 1 to § 2 hereof constitute separate annexes hereto.
Draft resolution
Resolution No. 7a/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów „ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by the Member and President of the Managing Board, Piotr Mikrut, in 2009.
Draft resolution
Resolution No. 7b/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by the Member and Vice-President of the Managing Board, Witold Waśko, in 2009.
Draft resolution
Resolution No. 7c/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Managing Board, Walentyna Ochab, in 2009.
Draft resolution
Resolution No. 7d/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Managing Board, Joanna Wróbel-Lipa, in 2009.
Draft resolution
Resolution No. 7e/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Supervisory Board, Stanisław Cymbor, in 2009.
Draft resolution
Resolution No. 7f/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Supervisory Board, Jerzy Pater, in 2009.
Draft resolution
Resolution No. 7g/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Supervisory Board, Stanisław Mikrut, in 2009.
Draft resolution
Resolution No. 7h/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Supervisory Board, Zbigniew Łapiński, in 2009.
Draft resolution
Resolution No. 7i/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding acknowledgement of fulfilment of duties by Members of the Company's authorities
Pursuant to art. 395 § 2 para. 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina
resolves as follows
§ 1
To acknowledge fulfilment of duties by a Member of the Supervisory Board, Jakub Bentke, in 2009.
Draft resolution
Resolution No. 8/2010
of the Ordinary General Meeting of Shareholders
of 21 June 2010
regarding redemption of treasury shares
Pursuant to item 9 (e) of the Agenda of the Ordinary General Meeting of Shareholders, it is resolved as follows:
§ 1
- Pursuant to art. 359 of the CCC, the General Meeting of Shareholders hereby decides to redeem series F treasury bearer shares amounting in total to 2,911 (two thousand nine hundred and eleven) shares whose value is PLN 2,911 (two thousand nine hundred and eleven zloty) i.e.
· 2,911 series F bearer shares
- The redemption referred to in item 1 is voluntary.
- The legal grounds for the redemption is § 6 para. 8 of the Company’s Articles of Association and art. 359 and 360 of the CCC.
- The redemption referred to in item 1 shall be executed by decreasing the share capital, pursuant to art. 455 § 1 of the CCC.
- Shares shall be redeemed from the net profit, in connection with the foregoing art. 360 § 2 item 2 of the Code of Commercial Companies.
- Series F shares amounting to 2,911 shall be redeemed at PLN 31.04. (thirty one zloty and four groszy) each.
- The share premium for series F shares amounting to PLN 87,446.44 (eighty seven thousand four hundred and forty six zloty and forty four groszy) will be covered from supplementary capital.
- The grounds for redemption are sales of shares by the Shareholders to the Company for redemption purposes.
§ 2
The Resolution becomes effective as of the adopted date.
§ 3
The Resolution will be implemented by the Managing Board.
§ 4
…………… votes were cast. …………….. votes were cast for the Resolution, …………. votes against, no abstaining and invalid votes. The Chairperson declared the Resolution adopted, as a result of voting.
Draft resolution
Resolution No. 9/2010
of the Ordinary General Meeting of Shareholders
of 21 June 2010
regarding a decrease in the share capital of FFiL ŚNIEŻKA S.A.
Pursuant to item 9 (f) of the Agenda of the Ordinary General Meeting of Shareholders, it is resolved as follows:
§ 1
1. Pursuant to art. 360 of the CCC and the adopted resolution no. 8/2010 of the OGMS dated 21.06.2010 regarding redemption of treasury shares, the General Meeting of Shareholders hereby decides to decrease the Company’s share capital from PLN 13,553,587 (thirteen million five hundred and fifty three thousand five hundred and eighty seven zloty) to PLN 13,550,676 (thirteen million five hundred and fifty thousand six hundred and seventy six zloty) i.e. by PLN 2,911 (two thousand nine hundred and eleven zloty).
2. The decrease will take place by redemption of series F treasury shares in the number of 2,911, i.e. for the amount of PLN 2,911 (two thousand nine hundred and eleven zloty).
3. The purpose of decreasing the share capital results from the purchase of series F shares for redemption purposes, pursuant to Resolution no. 11/2009 of the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. based in Lubzina, dated 25 June 2009, regarding granting consent for the Managing Board to purchase treasury shares for redemption purposes.
§ 2
The Resolution becomes effective as of the adopted date.
§ 3
The Resolution will be implemented by the Managing Board.
§ 4
…………… votes were cast. …………….. votes were cast for the Resolution, …………. votes against, no abstaining and invalid votes. The Chairperson declared the Resolution adopted, as a result of voting.
Draft resolution
Resolution No. 10/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding
amendments in the Company’s Articles of Association
Pursuant to item 9 (g) of the Agenda of the Ordinary General Meeting of Shareholders and art. 430 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna based in Lubzina resolves as follows:
§ 1
The following amendments are made in the Company’s Articles of Association:
1. In §5 chapter II “Company’s business” para. 2
Current wording:
2. The Company’s business includes:
1) Manufacture of food products and beverages (Code at the Polish classification of economic activities PKD: 15)
2) Manufacture of wood and wood products (PKD code: 20)
3) Manufacture of pulp, paper and paperboard (PKD code: 21)
4) Publishing: printing and reproduction of recorded media (PKD code: 22)
5) Manufacture of chemical products (PKD code: 24)
6) Manufacture of rubber and plastic products (PKD code: 25)
7) Manufacture of other non-metallic products (PKD code: 26)
8) Manufacture of fabricated metal products, except machinery and equipment (PKD code: 28)
9) Manufacture of electrical machinery and apparatus n.e.c. (PKD code: 31)
10) Construction (PKD code: 45)
11) Wholesale trade and commission trade, except of motor vehicles and motorcycles (PKD code: 51)
12) Retail trade, except of motor vehicles and motorcycles; repair of personal and household goods (PKD code: 52)
13) Land transport; transport via pipelines (PKD code: 60)
14) Supporting and auxiliary transport activities; activities of travel agencies (PKD code: 63)
15) Financial intermediation (PKD code: 65)
16) Real estate activities (PKD code: 70)
17) Renting of machinery and equipment without operator and of personal and household goods (PKD code: 71)
18) Research and development (PKD code: 73)
19) Other business activities (PKD code: 74)
20) Sewage and refuse disposal, sanitation and similar activities (PKD code: 90).
Proposed wording:
2. The Company’s business includes:
1) manufacture of food products;
2) manufacture of products of wood and cork, except furniture; manufacture of articles of straw and plaiting materials;
3) manufacture of paper and paper products;
4) printing and reproduction of recorded media;
5) manufacture of chemicals and chemical products;
6) manufacture of rubber and plastic products;
7) manufacture of other non-metallic mineral products;
8) manufacture of metals;
9) manufacture of fabricated metal products, except machinery and equipment;
10) manufacture of electric devices;
11) repair, maintenance and installation of machinery and equipment;
12) collection, conditioning and delivery of water;
13) sewage disposal and treatment;
14) waste collection, treatment and disposal activities; materials recovery;
15) construction of buildings;
16) construction of other civil engineering projects;
17) specialist construction works;
18) wholesale trade, except motor vehicles;
19) retail trade, except motor vehicles;
20) land transport and transport via pipelines;
21) warehousing and supporting transport activities;
22) publishing;
23) financial service activities, except insurance and pension funding;
24) real estate activities;
25) activities of head offices; management consultancy activities;
26) advertising, market research and public opinion polling;
27) rental and lease;
28) scientific research and development;
29) travel agency and tour operator services and other reservation service and related activities.
2. In §6 chapter 3 “Share capital” para. 1
Current wording:
1. The Company's share capital amounts to PLN 13,553,587.00 (thirteen million five hundred and fifty three thousand five hundred and eighty seven zloty) and is divided into no more than 13,553,587 (thirteen million five hundred and fifty three thousand five hundred and eighty seven) shares of a par value of PLN 1 (one zloty) per share.
Proposed wording:
1. The Company's share capital amounts to PLN 13,550,676 (thirteen million five hundred and fifty thousand six hundred and seventy six zloty) and is divided into no more than 13,550,676 (thirteen million five hundred and fifty thousand six hundred and seventy six) shares of a par value of PLN 1 (one zloty) per share.
3. In §6 chapter III “Share capital” para. 2, item 1,2,3,4,5,6)
Current wording:
2. The Company’s shares include:
1) 100,000 series A registered preference shares of numbers from 000001 to 100000; and
2) 400,000 series B registered preference shares of numbers from 02375001 to 02475000, from 04850001 to 04950000, from 07325001 to 07425000 and from 09800001 to 09900000; and
3) 334,584 series C registered shares of numbers from 0009376 to 0062500, from 0373751 to 0387500, from 0750001 to 0762500, from 0800001 to 0825000, from 0836251 to 0837500, from 0916251 to 0925000, from 1009376 to 1112500, from 1379792 to 1387500, from 1612501 to 1637500, from 1665626 to 1700000, from 1775001 to 1825000; and
4) 1,470,416 series C bearer shares of numbers from 0000001 to 0009375; from 0062501 to 0373750; from 0387501 to 0730000; from 0762501 to 0800000; from 0825001 to 0836250; from 0837501 to 0916250; from 0925001 to 1009375; from 1112501 to 1379791; from 1387501 to 1612500; from 1637501 to 1665625; from 1700001 to 1775000; and
5) 7,325,000 series D bearer shares of numbers from 0000001 to 4750000 and from 6550001 to 6650000 and from 7025001 to 9500000; and
6) 2,100,000 series E bearer shares of numbers from 0000001 to 2100000; and
7) 1,823,587 series F bearer shares of numbers from 0000001 to 1823587.
Proposed wording:
2. The Company’s shares include:
1) 100,000 series A registered preference shares of numbers from 000001 to 100000; and
2) 400,000 series B registered preference shares of numbers from 02375001 to 02475000, from 04850001 to 04950000, from 07325001 to 07425000 and from 09800001 to 09900000; and
3) 1 805000 series C bearer shares of numbers from 0000001 to 0730000, from 0750001 to 1825000; and
4) 7,325,000 series D bearer shares of numbers from 0000001 to 4750000 and from 6550001 to 6650000 and from 7025001 to 9500000; and
5) 2,100,000 series E bearer shares of numbers from 0000001 to 2100000; and
6) 1 820676 series F bearer shares of numbers from 0000001 to 1820676.
4. In §10 chapter IV “Company authorities”
Current wording:
1. Apart from the business specified in legal regulations and other provisions of the Articles of Association, responsibilities of the General Meeting include:
1) adopting regulations of the General Meeting,
2) approving the regulations of the Supervisory Board,
3) establishing rules of remuneration of members of the Supervisory Board and rules of remuneration of members of the Managing Board,
4) appointing a representative for concluding contracts with members of the Managing Board,
5) purchasing treasury shares by the Company,
6) establishing the remuneration for members of the Supervisory Board delegated to perform continuing individual surveillance.
2. Purchasing or disposal of real estate does not require consent of the General Meeting.
3. General Meetings shall be held in Brzeźnica or Dębica.
Proposed wording:
1. Apart from the business specified in legal regulations and other provisions of the Articles of Association, responsibilities of the General Meeting include:
1) adopting regulations of the General Meeting,
2) approving the regulations of the Supervisory Board,
3) establishing rules of remuneration of members of the Supervisory Board and rules of remuneration of members of the Managing Board,
4) appointing a representative for concluding contracts with members of the Managing Board,
5) purchasing treasury shares by the Company,
6) establishing the remuneration for members of the Supervisory Board delegated to perform continuing individual surveillance.
2. Purchasing or disposal of real estate does not require consent of the General Meeting.
3. General Meetings shall be held in Brzeźnica or Dębica.
4. The General Meeting shall be convened by way of announcement at the Company’s website and in the manner specified for providing current information in line with the provisions on public offering and terms of introducing financial instruments to organised trading and on public companies, at least twenty six days before the date of the general meeting.
5. Only persons being the Company’s shareholders sixteen days before the date of the general meeting (date of registering attendance at the general meeting) shall have the right to attend the general meeting. Registration date shall be the same for persons authorised based on bearer and registered shares.
6. Attendance at the General Meeting by means of electronic communications is acceptable. In particular it comprises:
a) meeting broadcast in real time,
b) bilateral communication in real time where shareholders may communicate during the general meeting from a place other than the location of the general meeting,
c) exercising the right to vote in person or via a proxy before or during the general meeting.
7. Risk of technical problems while using means of electronic communications in real time referred to in item 6 (a)-(c), including risk related to failure to vote, is borne by the Shareholder.
8. Regulations of the General Meeting provide for the possibility of voting at the general meeting via mail.
5. In § 14 para. 2 item 7 chapter IV “Company authorities”
Current wording:
7. appointing the President of the Managing Board, and at the request of the President other Board Members, and dismissing individual members of the Managing Board
Proposed wording:
7 appointing the President of the Managing Board, and at the request of the President other Board Members; dismissing individual members of the Managing Board, as well as concluding, terminating and amending employment contracts;
6. In § 18 chapter VII “Final provisions”
Current wording:
Company’s announcements provided for by the law shall be published in the Official Gazette (Monitor Sądowy i Gospodarczy).
Proposed wording:
1. The Company operates a corporate website and as of the date of convening the general meeting publishes the following information thereon:
1) convocation of the general meeting,
2) information on the general number of shares at the Company and number of resulting votes on the announcement date, and for various types of shares division of shares into individual types and number of votes resulting from individual types of shares,
3) documentation to be presented to the general meeting,
4) draft resolutions or, if no resolutions are not expected to be adopted, remarks of the Company’s Managing Board or Supervisory Board regarding issues included in the agenda of the general meeting or issues to be included in the agenda before the date of the general meeting,
5) forms which allow for exercising voting rights by a proxy or via mail, if not sent directly to all shareholders.
2. Company’s announcements provided for by the law shall be published in the Official Gazette (Monitor Sądowy i Gospodarczy).
§ 2
Acting pursuant to art. 430 §5 of the Code of Commercial Companies, the Company’s Supervisory Board is hereby authorised to determine the consolidated text of the Company's Articles of Association inclusive of the amendments resulting from this Resolution.
§ 3
The Resolution becomes effective as of the date of its entry in the Register of Enterprises of the National Court Register.
Draft resolution
Resolution No. 11/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010
regarding amendments in the Regulations of the General Meeting of Shareholders of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna.
Pursuant to item 9 (h) of the Agenda of the Ordinary General Meeting of Shareholders and § 10 para. 1 item 1 of the Company Articles of Association, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna based in Lubzina resolves as follows:
§ 1
The following amendments shall be made in the Regulations of the General Meeting:
1. Para. 4 shall be added to art. 6, which shall read as follows:
"If the extraordinary general meeting is convened by the shareholders representing at least half of the share capital or at least half of the votes at the Company, a person authorised to open the meeting is only the chairperson appointed by the shareholders."
2. Art. 7 para. 2 is amended and shall read as follows:
“The person opening the meeting, referred to in §6 para. 3 and 4 shall preside over the meeting by themselves.”
3. Art. 11 para. 1 is amended and shall read as follows:
“The chairperson of the general meeting is appointed by way of a secret vote.”
4. Art. 11 para. 3 is amended and shall read as follows:
“Provisions of para. 1 and 2 shall apply accordingly.”
5. We suggest clarification of art. 12 by indicating the paragraph to which this provision refers, i.e. art. 10 para. 2.
6. Art. 16 is amended and shall read as follows:
1. Upon preparing of the attendance list, it is signed by the chairperson of the general meeting. The attendance list shall be attached to the minutes of the general meeting.
2. The minutes from the general meeting shall be accompanied by the list of shareholders voting via mail or otherwise with the use of electronic communications.
3. The Managing Board shall include the evidence of convening the general meeting in the corporate minute book.
7. Art. 21 is amended and shall read as follows:
1. After confirming correct convening of the general meeting and its capacity to adopt resolutions, the chairperson shall present the meeting agenda and order voting on the agenda.
2. Each resolution should be accompanied by the following information: the number of shares based on which valid votes were cast, share in percent of these shares in the share capital, the total number of valid votes cast, the number of votes 'for', 'against' and 'abstained' and any objections lodged.
8. Art. 34 is amended and shall read as follows:
1. It is possible for the shareholders to vote at the general meeting via a proxy or via mail.
2. As of the date of convening the general meeting, the Company shall make available at its website forms which allow for exercising voting rights by a proxy or via mail.
3. Forms referred to in para. 2 shall present the proposed resolution/resolutions of the general meeting and shall enable:
a) identification of a shareholder voting, as well as their proxy, if voting takes place via a proxy,
b) voting within the meaning of art. 4 § 1 item 9 of the CCC,
c) lodging an objection by the shareholders voting against a resolution,
d) providing instructions for voting for each resolution to be voted for by a proxy.
4. Voting in the form other than with the use of the form or a form not meeting specific requirements referred to in para. 2 shall not be valid.
5. In order to identify a shareholder voting via mail, a system of identification passwords shall be used. A shareholder intending to vote via mail is obliged to provide the Company's Managing Board with identification passwords plus a relevant telephone number. The Managing Board shall contact a shareholder via phone and the shareholder shall provide their identification password, which will constitute confirmation of this way of voting.”
9. Art. 35 is added, which shall read as follows:
1. A shareholder has the right to participate in the general meeting and execute the right to vote in person or via a proxy.
2. Power of attorney to participate in the general meeting and execute voting rights has to be granted in writing or in an electronic form. Granting the power of attorney in an electronic form does not require affixing a secure electronic signature verified by means of a valid qualified certificate.
3. Each shareholder intending to grant the power of attorney in an electronic form shall be obliged to provide the Managing Board with the e-mail address from which they will send the power of attorney in an electronic form plus a copy of a document confirming their identity or copy of registration documents for legal persons or non-incorporated organisational units. Sending of the afore-mentioned documents to the Company’s e-mail address indicated in the announcement on convening the general meeting, from the e-mail address previously indicated by a given shareholder shall be treated as a notification of granting the power of attorney in an electronic form and as the granting itself. Powers of attorney granted in this way shall be then verified against the list of shareholders authorised to attend a given general meeting.
4. Identification of the proxy aimed at verification of validity of the power of attorney granted in an electronic form shall be effected in such a way that the letter of attorney should include the PESEL number as well as the series and number of the ID card of the proxy, to be produced by the proxy in the process of preparation of the attendance list for the general meeting."
10. Art. 36 is added and shall read as follows:
“Amendments made in these regulations shall come into force as of the next general meeting of shareholders."
§ 2
The General Meeting approves the consolidated text of the Regulations of the General Meeting of Shareholders of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A. in Lubzina in the wording presented in Annex 1 hereto.
§ 3
The resolution becomes effective as of the adopted date.
Resolution No. 12/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding
appointment of a Member of the Supervisory Board of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna for the 5th term of office.
Pursuant to item 9 (j) of the Agenda of the Ordinary General Meeting of Shareholders and art. 385 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna based in Lubzina resolves as follows:
§ 1
To appoint Mr/Mrs ………………….. as Member of the Supervisory Board.
§ 2
Draft resolution
Resolution No. 13/2010
of the Ordinary General Meeting of Shareholders
of Fabryka Farb i Lakierów “ŚNIEŻKA” S.A.
based in Lubzina,
adopted on 21 June 2010, regarding
changes in the rules for remunerating Members of the Supervisory Board of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna.
Pursuant to item 9 (k) of the Agenda of the Ordinary General Meeting of Shareholders, art. 392 § 1 of the Code of Commercial Companies and § 10 para. 1 item 3 of the Company's Articles of Association, the Ordinary General Meeting of Shareholders of Fabryka Farb i Lakierów ŚNIEŻKA Spółka Akcyjna based in Lubzina resolves as follows:
§ 1
1. Monthly remuneration of Members of the Supervisory Board constituting four average monthly salaries in the enterprise sector in Q4 of the previous year.
2. Members of the Supervisory Board shall be entitled to the remuneration referred to in para. 1 irrespective of the frequency of formally convened meetings and the position held in the Supervisory Board.
3. Member of the Supervisory Board shall not be entitled to the remuneration for the month during which he was absent from all formally convened meetings for unjustified reasons. By way of a resolution the Supervisory Board decides whether to justify or not justify such an absence of the Member of the Supervisory Board.
4. Members of the Supervisory Board delegated to carry out individual supervisory activities may be granted additional remuneration by the General Meeting at the request of the Supervisory Board or at the General Meeting’s own initiative, which equals five average monthly salaries in the enterprise sector in Q4 of the previous year.
5. The remuneration referred to in para. 1 and 4 is payable in arrears by the 5th day of each next month. Remuneration is charged against the Company’s operating costs.
6. Fulfilment of ordered additional supervisory activities by Members of the Supervisory Board is assessed by the Supervisory Board during its meetings.
7. In accordance with the provisions of the act on personal income tax, the Company calculates and collects the income tax from the remuneration referred to in para. 1 and 4.
8. In accordance with the provisions of the act on the social insurance system, the Company calculates and collects health insurance contributions from the remuneration referred to in para. 1 and 4.
§ 2
