Save! +

Remove!

June 22, 2012 / 16:56

22/2012 Resolutions of the AGM on June 22, 2012

Regulatory filing

The Management Board of Agora S.A., with its registered seat in Warsaw ("The Company") hereby announces the resolutions of the Annual General Meeting of Shareholders held on June 22, 2012 at Company's premises at 8/10 Czerska Street in Warsaw.

"Resolution no. 1

Pursuant to the provisions of article 409 § 1 of the Commercial Companies Code the General Meeting of Shareholders shall elect Mr Piotr Ćwikliński as the chairman of the General Meeting of Shareholders".

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,001,018 were in favour of the resolution, 0 were against and 148,219 abstained. The resolution was adopted with the appropriate majority of votes.

" Resolution no. 2

The Annual General Meeting hereby appoints Mr Jarosław Wójcik and Mr Marek Tretyn to the returning committee."

During the voting on the resolution 37,145,214 (say: thirty seven million one hundred forty five thousand two hundred fourteen) valid votes were cast out of 20,018,814 (say: twenty million eighteen thousand eight hundred fourteen) shares, representing 39.30% of shares in statutory capital. Out of total amount of 37,145,214 of the valid votes 37,066,130 were in favour of the resolution, 0 were against and 79,084 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 3

Pursuant to the provisions of §10 point 1 of the By-laws of General Meeting The Annual General Meeting hereby aproves the agenda."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 4

Pursuant to the provisions of article 393 point 1 and 395 § 2 point 1 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to approve the non-consolidated financial statement of the Company for the fiscal year 2011 and the Management Board report on activities of the Company in the fiscal year 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 5

Pursuant to the provisions of article 395 § 5 of the Commercial Companies Code and article 55 and article 63 c item 4 of the Accounting Act, the General Meeting of Shareholders resolves to approve the consolidated financial statement of the Agora S.A. Group for the fiscal year 2011 and the report on activities of the Agora S.A. Group in the fiscal year 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 6

1. Pursuant to the provisions of article 395 § 2 point 2 in relation to article 348 of the Commercial Companies Code and § 38 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to:

(a) allocate total net profit for the fiscal year 2011 in the amount of PLN 20,246,246.34 (say: twenty million two hundred forty six thousand two hundred forty six zlotys and thirty four groszy) for the dividend payment for the Company's shareholders,

(b) appropriate PLN 30,691,139.66 (say: thirty million six hundred ninety one thousand one hundred thirty nine zlotys and sixty six groszy) from the Company's reserve capital for the dividend payment to the Company's shareholders.

2. Total amount recommended by the Management Board to be paid out in the form of dividend equals PLN 50,937,386.00 (say: fifty million nine hundred thirty seven thousand three hundred eighty six zlotys) which means that the dividend recommended by the Company amounts to PLN 1.0 (say: one zloty) per share.

3. Shareholders of record on July 16, 2012 shall be eligible to participate in the dividend payment.

4. The dividend payment date shall be on August 3, 2012."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,445 were in favour of the resolution, 464 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 7

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Piotr Niemczycki, of the performance of his duties in 2011."

During the voting on the resolution 35,600,864 (say: thirty five million six hundred thousand eight hundred sixty four) valid votes were cast out of 18,474,464 (say: eighteen million four hundred seventy four thousand four hundred sixty four) shares, representing 36.27% of shares in statutory capital. Out of total amount of 35,600,864 of the valid votes 35,594,536 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 8

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Zbigniew Bak, of the performance of his duties in 2011."

During the voting on the resolution 37,081,231 (say: thirty seven million eighty one thousand two hundred thirty one) valid votes were cast out of 19,954,831 (say: nineteen million nine hundred fifty four thousand eight hundred thirty one) shares, representing 39.18% of shares in statutory capital. Out of total amount of 37,081,231 of the valid votes 37,074,903 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 9

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Tomasz Jozefacki, of the performance of his duties in 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 10

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves, in accordance with the recommendation of the Supervisory Board, to grant approval to the Management Board member, Mr. Grzegorz Kossakowski, of the performance of his duties in 2011."

During the voting on the resolution 37,104,786 (say: thirty seven million one hundred four thousand seven hundred eighty six) valid votes were cast out of 19,978,386 (say: nineteen million nine hundred seventy eight thousand three hundred eighty six) shares, representing 39.22% of shares in statutory capital. Out of total amount of 37,104,786 of the valid votes 37,098,458 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 11

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and §13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Andrzej Szlezak of the performance of his duties in 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 12

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Tomasz Sielicki of the performance of his duties in 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 13

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Slawomir S. Sikora of the performance of his duties in 2011."

During the voting on the resolution 36,224,621 (say: thirty six million two hundred twenty four thousand six hundred twenty one) valid votes were cast out of 19,098,221 (say: nineteen million ninety eight thousand two hundred twenty one) shares, representing 37.49% of shares in statutory capital. Out of total amount of 36,224,621 of the valid votes 36,218,293 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 14

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mr. Marcin Hejka of the performance of his duties in 2011."

During the voting on the resolution 37,149,237 (say: thirty seven million one hundred forty nine thousand two hundred thirty seven) valid votes were cast out of 20,022,837 (say: twenty million twenty two thousand eight hundred thirty seven) shares, representing 39.31% of shares in statutory capital. Out of total amount of 37,149,237 of the valid votes 37,142,909 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 15

Pursuant to the provisions of article 395 § 2 point 3 of the Commercial Companies Code, and § 13 item 1 of the Company's Statute, the General Meeting of Shareholders resolves to grant approval to the Member of the Supervisory Board Mrs. Wanda Rapaczynski of the performance of her duties in 2011."

During the voting on the resolution 36,224,621 (say: thirty six million two hundred twenty four thousand six hundred twenty one) valid votes were cast out of 19,098,221 (say: nineteen million ninety eight thousand two hundred twenty one) shares, representing 37.49% of shares in statutory capital. Out of total amount of 36,224,621 of the valid votes 36,218,293 were in favour of the resolution, 0 were against and 6,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 16

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 item 3 the Company's Statute, the General Meeting of Shareholders resolves on approving the appointment of Mr. Marek Jackiewicz to the Management Board, which took place by the way of co-option on January 4, 2012."

During the voting on the resolution 37,049,237 (say: thirty seven million fourty nine thousand two hundred thirty seven) valid votes were cast out of 19,922,837 (say: nineteen million nine hundred twenty two thousand eight hundred thirty seven) shares, representing 39.11% of shares in statutory capital. Out of total amount of 37,049,237 of the valid votes 31,542,909 were in favour of the resolution, 0 were against and 5,506,328 abstained. The resolution was adopted with the appropriate majority of votes.

"Resolution no. 17

Pursuant to Art. 368 § 4 of the Commercial Companies Code as well as the stipulations of § 28 item 3 the Company's Statute, the General Meeting of Shareholders resolves on approving the appointment of Mr. Stanisław Turnau to the Management Board, which took place by the way of co-option on January 4, 2012."

During the voting on the resolution 37,029,945 (say: thirty seven million twenty nine thousand nine hundred forty five) valid votes were cast out of 19,903,545 (say: nineteen million nine hundred three thousand five hundred forty five) shares, representing 39.07% of shares in statutory capital. Out of total amount of 37,029,945 of the valid votes 31,523,617 were in favour of the resolution, 0 were against and 5,506,328 abstained. The resolution was adopted with the appropriate majority of votes.

Go back

Breaking news

Contact us

Phone: 22 555 60 00

Phone: 22 555 60 01

press@agora.pl

Info box

Quotations

AGO

11,04 zł

0,36%

Download

Company data

22/2012 Resolutions of the AGM on June 22, 2012

NEWSLETTER