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Resolutions Drafts on the Ordinary General Meeting


The Management Board of LC Corp SA, (the “Issuer”) acting pursuant to Art. 38.1.3 of the Directive of the Minister of Finance dated February 19th 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent the information required by the laws of a non-member state (Journal of Laws of - Dz.U. 2009, No. 33, Item 259 as amended) hereby releases to public information the text of resolutions drafts which he intends to present to the Ordinary General Meeting convened at 10:00 on April 27,2017 at the Company's registered office in Wrocław, at ul. Powstanców Śląskich 2-4.

 

 

 

RESOLUTION No. 1

 

§ 1

Acting pursuant to Article 409(1) of the Code of Commercial Companies and Partnerships, and § 4 and § 5 of LC Corp S.A. General Meeting Bylaws, the General Meeting elects Mr/Ms ....... the Chairperson of the General Meeting.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 2

 

§ 1

The Annual General Shareholders Meeting adopted the following agenda of the meeting conforming to the announcement published on company’s website on 31 march 2017 r.:

  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. Closing the Meeting

 

§ 2

The resolution takes effect on the day of its adoption.

 

RESOLUTION No. 3

 

§ 1

Acting pursuant to Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Articles 30.1.18 of the Company’s Articles of Association, the Annual General Meeting resolves to approve the assessment of the Company’s situation made by the Supervisory Board, the Supervisory Board’s report on its activity for financial year 2016 and the Supervisory Board’s 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 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.

 

 

§ 2

The resolution takes effect on the day of its adoption. 

 

 

RESOLUTION No. 4

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(1) and Article 395(5) of the Code of Commercial Companies and Partnerships and Article 30.1.1 of the Company’s Articles of Association, having reviewed 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, the Company’s Annual General Meeting resolves to approve 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.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

 

 

RESOLUTION No. 5

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(1) of the Code of Commercial Companies and Partnerships and Article 30.1.1 of the Company’s Articles of Association, having reviewed the Company’s financial statements for financial year 2016, the Company’s Annual General Meeting resolves to approve the Company’s financial statements for financial year 2016 which include:

  1. Statement of financial position made as at 31 December 2016 with total assets and liabilities and equity of PLN 1,400,946,000 (in words: one billion four hundred million nine hundred forty- six thousand zloty).
  2. Statement of comprehensive income for the financial year from 1 January 2016 to 31 December 2016 with the net profit of PLN 31,218,000 (in words: thirty-one million two hundred eighteen thousand zloty) and comprehensive income of PLN 31,218,000 (in words: thirty -one million two hundred eighteen thousand zloty)
  3. Statement of changes in equity for the financial year from 1 January 2016 to 31 December 2016 with the decrease in equity by PLN 49,342,000 (in words: forty-nine million three hundred forty-two thousand zloty).
  4. Cash flow statement for the period from 1 January 2016 to 31 December 2016 with the increase in cash by the net amount of PLN 60,677,000 (in words: sixty million six hundred seventy-seven thousand zloty).
  5. Notes to the financial statements: accounting policies (rules) and additional explanatory notes.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 6

 

§ 1

Acting pursuant to Article 63c(4) of the Act on Accounting and Article 395(2)(1) of the Code of Commercial Companies and Partnerships and Article 30.1.1. of the Company’s Articles of Association, having reviewed the consolidated financial statements of the group of companies LC Corp for financial year 2016, the Company’s Annual General Meeting resolves to approve the consolidated financial statements of the group of companies LC Corp for financial year 2016 which include:

  1. Consolidated statement of financial position made as at 31 December 2016 with total assets and liabilities and equity of PLN 3,197,105,000 (in words: three billion one hundred ninety-seven million one hundred five thousand zloty);
  2. Consolidated statement of comprehensive income for the financial year from 1 January 2016 to 31 December 2016 with the net profit of PLN 113,124,000 (in words: one hundred thirteen million one hundred twenty-four thousand zloty) and comprehensive income of  PLN 112,102,000 (in words: one hundred twelve million one hundred two thousand zloty);
  3. Consolidated statement of changes in equity for the financial year from 1 January 2016 to 31 December 2016 with the increase in equity by PLN 31,542,000 (in words: thirty-one million five hundred forty-two thousand zloty);
  4. Consolidated cash flow statement for the period from 1 January 2016 to 31 December 2016 with the increase in cash by the net amount of PLN 112,764,000 (in words: one hundred twelve million seven hundred sixty-four thousand zloty);
  5. Notes to the consolidated financial statements: accounting policies (rules) and additional explanatory notes.

 

§ 2

The resolution takes effect on the day of its adoption

 

 

 

RESOLUTION No. 7

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfillment of duties in financial year 2016 by Mr. Dariusz Niedośpiał, the President of the Management Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 8

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfillment of duties in financial year 2016 by Mr. Jakub Malski, the First Vice-President of the Management Board, in the period from 12 March 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 9

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Ms. Joanna Jaskólska, the Vice-President of the Management Board, in the period from 1 January 2016 to 30 June 2016.

 

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 10

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Tomasz Wróbel, Member of the Management Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 11

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Mirosław Kujawski, Member of the Management Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 12

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Ms. Małgorzata Danek, Member of the Management Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 13

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Leszek Czarnecki, Chairperson of the Supervisory Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

                                                           

 

RESOLUTION No. 14

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Andrzej Błażejewski, Deputy Chairperson of the Supervisory Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 15

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Remigiusz Baliński, Member of the Supervisory Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 16

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Zbigniew Dorenda, Member of the Supervisory Board, in the period from 1 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 17

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Jakub Malski, Member of the Supervisory Board, in the period from 1 January 2016 to 12 March 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 18

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Ms. Joanna Gransort, Member of the Supervisory Board, in the period from 20 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 19

 

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2016 by Mr. Grzegorz Korczyński, Member of the Supervisory Board, in the period from 20 January 2016 to 31 December 2016.

 

§ 2

The resolution takes effect on the day of its adoption.

 

 

RESOLUTION No. 20

 

§ 1

1. Acting pursuant to Article 396(5) and Article 348(1) of the Code of Commercial Companies and Partnerships, the Company’s Annual General Meeting resolves to allocate the supplementary capital created form the profits generated in the preceding years, in the amount of PLN 111,143.02 (in words: one hundred eleven thousand one hundred forty-three zloty and two grosz) to pay the dividend.

2. The dividend payment rules and date shall be stated in § 2 herein.

 

§ 2

Acting pursuant to Article 395(2)(2) and Article 348 of the Code of Commercial Companies and Partnerships and pursuant to Article 30.1.2 and 30.1.3 of the Company’s Articles of Association and having regard to Rule IV.Z.16. of the Good Practices of Companies Listed on the Warsaw Stock Exchange (Resolution No. 26/1413/2015 of the Supervisory Board of the Warsaw Stock Exchange dated 13 October 2015), the Company’s Annual General Meeting resolves as follows:

  1. The Company’s Annual General Meeting resolves to allocate the Company’s profit for the financial year ended 31 December 2016 of PLN 31,218,000 (in words: thirty-one million two hundred eighteen thousand zloty), the amount in full zloty PLN 31,217,938.75 (in words: thirty-one million two hundred seventeen thousand nine hundred thirty-eight zloty and seventy-five grosz) to be divided among the shareholders through the payment of the dividend.
  2. The Annual General Meeting resolves to pay the dividend under the following rules:

a) - the total  dividend amount is PLN 31,329,081.77 (in words:  thirty-one million three hundred twenty-nine thousand eighty-one zloty and seventy-seven grosz) and comprises all profit for financial year 2016 allocated to the payment of the divided according to § 2.1 hereof, increased by PLN 111,143.02 (in words: one hundred eleven thousand one hundred forty-three zloty and two grosz) transferred from the supplementary capital and allocated to the payment of the dividend according to § 1 hereof;

b) - 447 558 311 shares are earmarked for dividend payment; each share entitles to a dividend of PLN 0.07 (in words: seven grosz);

c) -- the dividend day is set to 25 July 2017;

d) - the dividend payment date is set to 8 August 2017.

 

§ 3

The resolution takes effect on the day of its adoption.

 

 

 

The Issuer informs that resolutions No 1 - 20 has received a positive opinion of Members of the Supervisory Board of LC Corp S.A.

 

Legal basis: Art. 56.1.2.a of Act of July 29th 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Dz. U. of 2005, No 184 item 1539, as amended) in connection with Art. 38.1.3 Of the Directive of the Minister of Finance dated February 19th 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent the information required by the laws of a non-member state (Journal of Laws of - Dz.U. 2009, No. 33, Item 259 as amended).