Current report No. 14/2022

Date: 16 June 2022

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 16 June 2022 at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands, at 14:00 P.M. of local time.

Resolution No. 1 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the advisory vote to approve the Remuneration Report 2021

§1

The Annual General Meeting of Shareholders of the Company hereby casts a favorable advisory vote and approved the Remuneration report 2021.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 2 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the adoption of the annual accounts for the financial year 2021

§1

The Annual General Meeting of Shareholders of the Company hereby resolves to approve and adopt the annual accounts of the Company for the financial year 2021 as presented by the Board of Directors.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 3 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the approval of the language to be used for preparation of the management report and annual accounts for financial year 2022.

§1

The Annual General Meeting of Shareholders of the Company hereby resolves that the management report and annual accounts for the financial year 2022 will be prepared in a different language than the Dutch language, being English.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 4 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding granting of discharge to the Directors for their tasks during the financial year 2021

§1

The Annual General Meeting of Shareholders of the Company hereby resolves to:

  1. to grant discharge to Mr. Ivanchyk, for all acts of management performed for and on behalf of the Company during the financial year 2021.
  2. to grant discharge to Mr. Gladky, for all acts of management performed for and on behalf of the Company during the financial year 2021.
  3. to grant discharge to Mr. Van Campen, for all acts of management performed for and on behalf of the Company during the financial year 2021.
  4. to grant discharge to Mr. Dahl, for all acts of supervision performed for and on behalf of the Company during the financial year 2021.
  5. to grant discharge to Mr. Mettetal, for all acts of supervision performed for and on behalf of the Company during the financial year 2021.
  6. to grant discharge to Mr. Arslan, for all acts of supervision performed for and on behalf of the Company during the financial year 2021

§2

This resolution comes into force on the day of its adoption.

Resolution No. 5 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding granting full and final discharge to Marc M.L.J. van Campen for his services as director of the Company.

§1

The Annual General Meeting of Shareholders of the Company hereby resolves to grant full and final discharge to Marc M.L.J. van Campen for his services as director of the Company.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 6 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding adoption of the profit appropriation for the financial year 2021.

§1

The Annual General Meeting of Shareholders of the Company hereby resolved to transfer net profit in the amount of EUR 94,141,000 to the Company's retained earnings reserve and not to distribute dividends.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 7 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the appointment of a person that will 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. Viacheslav Chuk as the person that will 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 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the appointment of the Company's external auditor for the financial year 2022

§1

The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with Ernst&Young, KPMG, Deloitte & Touche, Pricewaterhousecoopers, Grant Thornton, BDO and Baker Tilly and pending the results of negotiations with these firms, to enter into an engagement with one of these accounting firms for rendering audit services for the financial year 2022.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 9 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding reappointment of (i) Executive Director A, CEO, member of the Board of Directors, (ii) Executive Director A, CFO, member of the Board of Directors, (iii) Executive Director B, Chief Compliance Officer, member of the Board of Directors, who will resign and be replaced by Savvas Perikleous as of the effective time of the Conversion and (iv) Non-Executive Director C, Chairman of the Board of Directors.

§1

The Annual General Meeting of Shareholders of the Company hereby resolved to reappoint Mr. Viktor Ivanchyk as Executive Director A, Mr. Viktor Gladky as Executive Director A, Mr. Gilles Mettetal as Non-Executive Director C and Mr. Marc Van Campen as Executive Director B.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 10 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the adoption of amendments to Annex 6.2. (resignation schedule for members of the Board of Directors of the Company) of the rules of the Board of Directors

§1

The Annual General Meeting of Shareholders of the Company hereby adopts the amendments to Annex 6.2. (resignation schedule for members of the Board of Directors of the Company) of the rules of the Board of Directors.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 11 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding approval of the Conversion Proposal and granting consent to the Conversion as a whole, including (i) the amendment and restatement of the articles of association of the Company as set forth in the Conversion Proposal and (ii) the election of Savvas Perikleous as a director of the Company to replace Marc M.L.J. van Campen, effective as of the time of Conversion.

The Annual General Meeting of Shareholders of the Company hereby resolved to approve the Conversion Proposal and to grant consent to the Conversion as a whole, including (i) the amendment and restatement of the articles of association of the Company and (ii) the election of Savvas Perikleous as a director of the Company to replace Marc M.L.J. van Campen, effective as of the time of Conversion

Resolution No. 12 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the authorization of the Board of Directors to have the Company repurchase shares in its own capital and determining the terms for, and conditions of, such a repurchase.

§1

The Annual General Meeting of Shareholders of the Company hereby adopts to authorize the Board of Directors to repurchase shares in the capital of the Company up to a maximum of 12,500,000 shares, being 50% of the currently issued and paid up share capital, for a purchase price per share of up to PLN 125.00. Proposal to authorize that the repurchase shall take place through a broker in the open market or in one or more negotiated private transactions and/or one or more self-tender offers and is for the purpose of meeting obligations arising from (i) debt financial instruments exchangeable for or convertible into equity instruments and/or (ii) employee share option programs or other allocations of shares to employees of the Company or of a group entity of the Company. Shares repurchased in negotiated private transactions or through self-tender offers other than through a broker may also be resold in the open market in accordance with Dutch law and the terms of the Company's insider trading policy.

§2

This resolution comes into force on the day of its adoption.

Resolution No. 13 of 16 June 2022

of the Annual General Meeting of Shareholders of the Company

regarding the delegation to the Board of Directors of the authority to issue shares, grant options and other rights to acquire shares and cancel or limit pre-emptive rights.

§1

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Astarta Holding NV published this content on 16 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 08:42:00 UTC.