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Motion of the Shareholders to add certain matters to the agenda of the Ordinary General Meeting of LC Corp S.A. and the submitted draft resolutions


The Management Board of LC Corp S.A. (the “Issuer”), with reference to current reports No. 30/2017 and 31/2017 of 31 March 2017, reports that today, i.e. on 6 April 2017, it received, pursuant to Art. 401 § 1 of the Commercial Companies Code, from Otwarty Fundusz Emerytalny PZU „Złota Jesień”, Nationale-Nederlanden Otwarty Fundusz Emerytalny and Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK  – shareholders representing more than one twentieth of the Issuer’s share capital, i.e. holding in total 111,219,264 shares in the Issuer’s share capital, which represents 24.85% of the overall numbers of votes, a motion dated 6 April 3017 to add certain matters to the agenda of the Ordinary General Meeting of the Issuer convened on 27 April 2017 (hereinafter: the Motion). The motion concerns adding the following matters to the agenda:

1. Taking a vote on the election of the members of the Supervisory Board of the Company in separate groups pursuant to Art. 385 § 3 of the Commercial Companies Code:

a) Election of the members of the Supervisory Board of LC Corp S.A. by voting in separate groups

b) Election of other members of the Supervisory Board of LC Corp S.A.

2.  Adoption of a resolution regarding the determination of remuneration of the members of the Supervisory Board of the Company.

 

The Motion of Shareholders along with justification constitutes an attachment to this report.

 

With reference to the above Motion, the agenda of the Ordinary General Meeting convened on 27 April 2017 supplemented with the above-mentioned matters reads as follows:

  1. Opening of the Meeting.
  2. Election of the Chairperson of the Meeting.
  3. Determination of the validity of convening the Annual General Meeting and its ability to adopt the resolutions.
  4. Accepting the agenda.
  5. Presentation of the brief assessment of the Company’s situation made by the Supervisory Board containing the assessment of the internal control system and the system of management of the risk material for the Company, the report on the Supervisory Board’s activity for financial year 2016 containing the assessment of the Management Board’s report on Company’s activity and the financial statements for financial year 2016 and the assessment of the Management Board’s motion regarding the distribution of the profit for 2016 and the assessment of how the Company fulfilled its information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations on current and periodical reporting by issuers of securities.
  6. Adoption of the resolution regarding the approval of the brief assessment of Company’s situation made by the Supervisory Board, the report on the Supervisory Board’s activity for financial year 2016 and the assessment of the Management Board’s report on the Company’s activity and the financial statements for financial year 2016 and the assessment of the Management Board’s motion regarding the distribution of the profit for financial year 2016 and the assessment of how the Company fulfilled its information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations on current and periodical reporting by issuers of securities.
  7. Adoption of a resolution regarding the review and approval of the Management Board’s report on the Company’s activity and on the activity of the group of companies LC Corp S.A. for financial year 2016.
  8. Adoption of the resolution regarding the review and approval of the Company’s financial statements financial year 2016.
  9. Adoption of a resolution regarding the review and approval of the consolidated financial statements of the group of companies LC Corp S.A. for financial year 2016.
  10. Adoption of resolutions regarding the acknowledgement of fulfilment of duties for 2016 by Management Board members.
  11. Adoption of resolutions regarding the acknowledgement of fulfilment of duties for 2016 by Supervisory Board members.
  12. Review of the Management Board’s motion regarding the allocation of the profit for financial year 2016.
  13. Adoption of a resolution regarding the allocation of the profit for financial year 2016 and, if the resolution regarding the dividend payment is adopted, adoption of a resolution regarding the setting of the dividend day and the dividend payment date and establishing the intended purpose, if any, of part of the supplementary capital for dividend payment.
  14. Taking a vote on the election of the members of the Supervisory Board of the Company in separate groups pursuant to Art. 385 § 3 of the Commercial Companies Code:

a) Election of the members of the Supervisory Board of LC Corp S.A. by voting in separate groups

b) Election of other members of the Supervisory Board of LC Corp S.A.

  1. Adoption of a resolution regarding the determination of remuneration of the members of the Supervisory Board of the Company.
  2. Closing the Meeting.

 

Following the Motion, the Shareholders also presented relevant draft resolutions of the Ordinary General Meeting of the Issuer concerning the matters added to the agenda, which constitute an attachment to this report.