ATM GRUPA S.A. I. Mr./Ms............................................. is elected Chair of the Annual General Meeting. II. The resolution becomes effective upon adoption.
2. Resolution to adopt AGM agenda
I. The following agenda, announced by the Executive Board of ATM Grupa S.A. ("Company") in the AGM notice published on www.atmgrupa.plon May 2, 2015, is adopted:
1. Opening of the AGM.
2. Election of Chairpersons.
3. Establishing that the AGM has been duly convened and is capable of passing resolutions.
4. Adoption of the agenda.
5. Examining and approving the Executive Board's report on the Company's activities and the Company's financial statements for 2014.
6. Examining and approving the Executive Board's report on ATM Group's activities and its consolidated financial statements for 2014.
7. Adoption of a resolution on profit distribution and dividend payment.
8. Adoption of a resolution on the distribution of capital resulting from the merger of
ATM Profilm sp. z o.o. and ATM Grupa S.A.
9. Adopting resolutions on granting discharge to the members of the Company's
Executive Board in respect of their duties.
10. Examining and approving the Supervisory Board's report on its activities in 2014.
11. Adopting resolutions on granting discharge to the members of the Company's
Supervisory Board in respect of their duties.
12. Adopting a resolution to appoint the President of the Executive Board.
13. Closing of the AGM.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.1 of the Code of Commercial Companies, in connection with Article 45 and Article 53 of the Accounting Act of September 29, 1994 (Dz. U., 2002, No. 76, Item 694 as amended), and after examining the Supervisory Board's assessment made on April 27, 2015, the General Meeting approves the Executive Board's report on the activities of ATM Grupa S.A. in 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.1 of the Code of Commercial Companies, in connection with Article 53 of the Accounting Act of September 29, 1994 (Dz. U., 2002, No.
76, Item 694 as amended), and after examining the Supervisory Board's assessment made on
April 27, 2015, it is resolved as follows:
The General Meeting approves ATM Grupa S.A.'s financial statements for the year ended
December 31, 2014, which includes:
introduction to the financial statements
balance sheet as of December 31, 2014, showing 253,900k PLN on the assets and liabilities side
profit-and-loss account for the year ended December 31, 2014, showing a net profit of
12,912k PLN
statement of movements in equity showing that equity rose by 978k PLN
cash flow statement showing that the balance of net cash in the period from January 1,
2014, to December 31, 2014, decreased by 10,946k PLN
additional information and explanations
II. The resolution becomes effective upon adoption.
I. After examining the Supervisory Board's assessment made on April 27, 2015, the General
Meeting approves the Executive Board's report on the activities of ATM Group in 2014. II. The resolution becomes effective upon adoption.
I. Taking account of the Supervisory Board's assessment made on April 27, 2015, it is resolved as follows:
The General Meeting approves the Consolidated Financial Statements of ATM Group for the year ended December 31, 2014, including:
introduction to the consolidated financial statements
consolidated balance sheet as of December 31, 2014, showing 313,103k PLN on the assets and liabilities side
consolidated profit-and-loss account for the year ended December 31, 2014, showing a net profit of 17,794k PLN
statement of movements in consolidated equity showing that equity rose by 4,217k
PLN
consolidated cash flow account showing that the balance of net cash in the period from
January 1, 2014, to December 31, 2014, decreased by 14,016k PLN
additional information and explanations
II. The resolution becomes effective upon adoption.
Pursuant to Article 395 § 1.2 of the Code of Commercial Companies and taking account of the assessment of the Executive Board's recommendation of April 8, 2015, made by the Supervisory Board on April 28, 2015, the General Meeting resolves as follows:
I. After considering the Executive Board's recommendation for the distribution of 2014 profit, the General Meeting resolves that the net profit disclosed in the 2014 financial statements, totaling 12,912k PLN, be allocated to dividend payment.
II. It is resolved that shareholders will be paid a dividend in accordance with the following:
a. The total dividend will be 12,645k PLN, while the remaining amount, 267k PLN, will be transferred to supplementary capital.
b. The profit will be distributed among 84,300,000 A and B series shares. a. Dividend per share will be 0.15 PLN (15 GR).
b. The record date will be June 10, 2015.
c. The dividend will be paid on June 25, 2015. II. The resolution becomes effective upon adoption.
I. Pursuant to Article 395 § 4 of the Code of Commercial Companies, the Annual
General Meeting resolves as follows:
The General Meeting resolves to transfer the capital resulting from the merger of ATM Profilm sp. z o.o. and ATM Grupa S.A., 1,554k PLN, to the Company's supplementary fund.
II. The resolution becomes effective upon adoption.
The General Meeting resolves as follows:
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, and taking account of the positive recommendation of the Supervisory Board made on April 28,
2015, the General Meeting grants discharge to the President of the Executive Board of ATM Grupa S.A., Mr. Andrzej Muszyński, in respect of his duties in the period from January 1,
2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
The General Meeting resolves as follows:
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, and taking account off the positive recommendation of the Supervisory Board made on April 28,
2015, the General Meeting grants discharge to the Vice-President of the Executive Board of ATM Grupa S.A., Mr. Maciej Grzywaczewski, in respect of his duties in the period from January 1, 2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
The General Meeting resolves as follows:
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, and taking account of the positive recommendation of the Supervisory Board made on April 28,
2015, the General Meeting grants discharge to a Member of the Executive Board of ATM Grupa S.A., Ms. Grażyna Gołębiowska, in respect of her duties in the period from January 1,
2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
The General Meeting resolves as follows:
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, and taking account of the positive recommendation of the Supervisory Board made on April 28,
2015, the General Meeting grants discharge to a Member of the Executive Board of ATM Grupa S.A., Mr. Paweł Tobiasz, in respect of his duties in the period from January 1, 2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
The General Meeting resolves as follows:
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, and taking account of the positive recommendation of the Supervisory Board made on April 28,
2015, the General Meeting grants discharge to a Member of the Executive Board of ATM Grupa S.A., Mr. Przemysław Kmiotek, in respect of his duties in the period from May 26,
2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
I. After examining the Supervisory Board's assessment made on April 24, 2015, the General
Meeting approves the report on the activities of the Supervisory Board of ATM Grupa S.A. in
2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, the General Meeting grants discharge to the Chairmen of the Supervisory Board of ATM Grupa S.A., Mr. Tomasz Kurzewski, in respect of his duties in the period from January 1, 2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, the General Meeting grants discharge to the Vice-Chairmen of the Supervisory Board of ATM Grupa S.A., Mr. Marcin Michalak, in respect of his duties in the period from January 1, 2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, the General Meeting grants discharge to a Member of the Supervisory Board of ATM Grupa S.A., Ms. Barbara Pietkiewicz, in respect of her duties in the period from January 1, 2014, to December 31, 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, the General Meeting grants discharge to a Member of the Supervisory Board of ATM Grupa S.A., Mr. Piotr Stępniak, in respect of his duties in the period from January 1, 2014, to December
31, 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to Article 393.1 and Article 395 § 2.3 of the Code of Commercial Companies, the General Meeting grants discharge to a Member of the Supervisory Board of ATM Grupa S.A., Mr. Artur Hoffman, in respect of his duties in the period from January 31, 2014, to December
31, 2014.
II. The resolution becomes effective upon adoption.
I. Pursuant to § 8.1.2 of the Company's Articles of Association, in connection with Article
368 § 4 of the Code of Commercial Companies, it is resolved as follows: Mr./Ms. ............................... is appointed President of the Executive Board. II. The resolution becomes effective upon adoption.
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