Current Report No. 11/2015
Date: April 21st 2015

Resolutions passed by the Annual General Meeting of Pelion S.A. on April 21st 2015
The Management Board of Pelion S.A. of Łódź is publishing the resolutions passed by the Company's Annual General Meeting held in Łódź on April 21st 2015.

Resolution No. 1

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Directors' Report on the Company's operations in the period January 1st−December 31st 2014.'

In an open vote on Resolution No. 1, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 2

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the Company's financial statements for the period January 1st−December 31st 2014, including:
  • balance sheet showing a balance-sheet total of PLN 1,027,680,091.44 (one billion, twenty-seven million, six hundred and eighty thousand, ninety-one złoty, 44/100),
  • income statement for the period showing a net profit of PLN 228,013,489.02 (two hundred and twenty-eight million, thirteen thousand, four hundred and eighty-nine złoty, 02/100).'

In an open vote on Resolution No. 2, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,589,430 votes in favour of the Resolution, no votes cast against it and 5,292 abstentions.

Resolution No. 3

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź approves the consolidated financial statements of the Company's group for the period January 1st−December 31st 2014, including:
  • balance sheet showing a balance-sheet total of PLN 3,343,385,117.40 (three billion, three hundred and forty-three million, three hundred and eighty-five thousand, one hundred and seventeen złoty, 40/100),
  • income statement for the period showing a net profit of PLN 58,886,792.53 (fifty-eight million, eight hundred and eighty-six thousand, seven hundred and ninety-two złoty, 53/100).'

In an open vote on Resolution No. 3, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 4

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to allocate the net profit for 2014, of PLN 228,013,489.02 (two hundred and twenty-eight million, thirteen thousand, four hundred and eighty-nine złoty, 02/100), in the following manner:
  1. the amount equal to the product of the number of shares in the Company's share capital, excluding treasury shares, and PLN 2 (two złoty) (representing dividend per share) is allocated for payment of dividend to the Company's shareholders, with the dividend record and dividend payment dates scheduled respectively for May 4th and May 20th 2015;
  2. the remaining portion of the net profit is allocated to the Company's statutory reserve funds.'

In an open vote on Resolution No. 4, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,594,722 votes in favour of the Resolution, no votes cast against it and no abstentions.

Resolution No. 5

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Szwajcowski in respect of his duties as President of the Company's Management Board in the financial year 2014.'

In a secret vote on Resolution No. 5, held in accordance with Art. 413 of the Commercial Companies Code, 8,747,520 valid votes were cast in respect of 6,321,120 shares, representing 56.511% of the share capital, including 8,744,949 votes in favour of the Resolution, with no votes cast against it and 2,571 abstentions.

Resolution No. 6

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Zbigniew Molenda in respect of his duties as Vice-President of the Company's Management Board in the financial year 2014.'

In a secret vote on Resolution No. 6, held in accordance with Art. 413 of the Commercial Companies Code, 11,520,203 valid votes were cast in respect of 6,760,203 shares, representing 60.436% of the share capital, including 11,517,632 votes in favour of the Resolution, with no votes cast against it and 2,571 abstentions.

Resolution No. 7

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Dauenhauer in respect of his duties as Vice-President of the Company's Management Board in the financial year 2014.'
In a secret vote on Resolution No. 7, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 8

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Ignacy Przystalski in respect of his duties as Vice-President of the Company's Management Board in the financial year 2014.'

In a secret vote on Resolution No. 8, held in accordance with Art. 413 of the Commercial Companies Code, 14,478,222 valid votes were cast in respect of 7,478,222 shares, representing 66.855% of the share capital, including 14,475,651 votes in favour of the Resolution, with no votes cast against it and 2,571 abstentions.

Resolution No. 9

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Mariola Belina-Prażmowska in respect of her duties as Vice-President of the Company's Management Board in the financial year 2014.'

In a secret vote on Resolution No. 9, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 10

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jerzy Leszczyński in respect of his duties as Chairman of the Company's Supervisory Board in the financial year 2014.'

In a secret vote on Resolution No. 10, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 11

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Hubert Janiszewski in respect of his duties as Deputy Chairman of the Company's Supervisory Board in the financial year 2014.'
In a secret vote on Resolution No. 11, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 12

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jan Kalinka in respect of his duties as Member of the Company's Supervisory Board in the financial year 2014.'

In a secret vote on Resolution No. 12, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 13

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Ms Anna Biendara in respect of her duties as Member of the Company's Supervisory Board in the financial year 2014.'

In a secret vote on Resolution No. 13, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 14

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź grants discharge to Mr Jacek Tucharz in respect of his duties as Member of the Company's Supervisory Board in the financial year 2014.'

In a secret vote on Resolution No. 14, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,592,151 votes in favour of the Resolution, no votes cast against it and 2,571 abstentions.

Resolution No. 15

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Hubert Janiszewski to the Company's Supervisory Board.'

In a secret vote on Resolution No. 15, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 16

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jan Kalinka to the Company's Supervisory Board.'

In a secret vote on Resolution No. 16, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 17

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jacek Tucharz to the Company's Supervisory Board.'

In a secret vote on Resolution No. 17, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 18

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Ms Anna Biendara to the Company's Supervisory Board.'

In a secret vote on Resolution No. 18, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 19

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to appoint Mr Jerzy Leszczyński to the Company's Supervisory Board.'

In a secret vote on Resolution No. 19, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 20

to amend Art. 12.4 of the Company's Articles of Association
'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves to amend the Company's Articles of Association by changing Art. 12.4 to read as follows:
'Art. 12.
1. (…)
2. (…)
3. (…)
4. The Company shall enable shareholders to participate in General Meetings by electronic means of communication, in the form of:
  1. real-time transmission of General Meetings,
  2. bilateral, real-time communication allowing shareholders to take the floor during a General Meeting from a location other than the General Meeting's venue.'

In an open vote on Resolution No. 20, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,594,722 votes in favour of the Resolution, no votes cast against it and no abstentions.

Resolution No. 21

to cancel the Company's treasury shares, reduce the share capital and amend the Company's Articles of Association
'The Annual General Meeting of PELION Spółka Akcyjna of Łódź resolves as follows:
Section 1
To cancel 39,861 (thirty-nine thousand, eight hundred and sixty-one) own bearer shares with a par value of PLN 2 per share, repurchased by the Company for cancellation pursuant to Resolution No. 23 of the Annual General Meeting of April 26th 2013 approving repurchase of the Company's own shares for cancellation, amended by Resolution No. 4 of the Annual General Meeting of April 30th 2014. The Company shares shall be cancelled upon reduction of the share capital.
Section 2
The Annual General Meeting resolves to reduce the Company's share capital by PLN 79,722 (seventy-nine thousand, seven hundred and twenty-two złoty), through cancellation of the Company shares referred to in Section 1 above.
The purpose of the share capital reduction is to bring the share capital amount in line with the total par value of the Company shares outstanding following cancellation of the shares specified in Section 1 above.
Section 3
In order to reflect the share cancellation and share capital reduction, the Company's Articles of Association shall be amended as follows:
a) Art. 6 shall read as follows:
'Article 6
'The Company's share capital shall amount to no less than PLN 22,291,428 (twenty-two million, two hundred and ninety-one thousand, four hundred and twenty-eight złoty) and no more than PLN 24,398,628 (twenty-four million, three hundred and ninety-eight thousand, six hundred and twenty-eight złoty), and shall be divided into no less than 11,145,714 (eleven million, one hundred and forty-five thousand, seven hundred and fourteen) and no more than 12,199,314 (twelve million, one hundred and ninety-nine thousand, three hundred and fourteen) shares with a par value of PLN 2 (two złoty) per share.'
b) Art. 7.1 shall read as follows:
'Article 7
1. The Company's share capital shall comprise a total of 1,773,300 (one million, seven hundred and seventy-three thousand, three hundred) registered shares and a total of 9,372,414 (nine million, three hundred and seventy-two thousand, four hundred and fourteen) bearer shares.'

In an open vote on Resolution No. 21, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 14,199,689 votes in favour of the Resolution, 373,953 votes against it and 21,080 abstentions.

Resolution No. 22

to amend Resolution No. 24 of the Annual General Meeting, dated April 30th 2014, to implement the Management Stock Option Plan for management staff of the PELION Group, to issue subscription warrants conferring the rights to acquire Series R Shares, with pre-emptive rights to acquire the warrants disapplied, to approve a conditional increase of the Company's share capital to be effected through the issue of new shares, with pre-emptive rights to acquire the shares disapplied, and to amend the Company's Articles of Association

'The Annual General Meeting of PELION Spółka Akcyjna of Łódź hereby resolves to amend Resolution No. 24 of the Annual General Meeting, dated April 30th 2014, to implement the Management Stock Option Plan for management staff of the PELION Group, to issue subscription warrants conferring the rights to acquire Series R Shares, with pre-emptive rights to acquire the warrants disapplied, to approve a conditional increase of the Company's share capital to be effected through the issue of new shares, with pre-emptive rights to acquire the shares disapplied, and to amend the Company's Articles of Association, as follows:
a) Section 2.5 of the Resolution shall read as follows:
'Section 2. Issue of subscription warrants
1. […]
2. […]
3. […]
4. […]
5. Unexercised Warrants shall expire on December 31st 2022.'
b) The third sentence in Section 3.2 of the Resolution shall read as follows:
'1. […]
2. [...] The Eligible Participants shall be entitled to acquire Shares not earlier than two years after their options vested unconditionally, but not later that on December 31st 2022.'
In an open vote on Resolution No. 22, 14,594,722 valid votes were cast in respect of 7,501,522 shares, representing 67.064% of the share capital, including 12,473,160 votes in favour of the Resolution, 2,121,562 votes cast against it and no abstentions.

Legal basis:
Par. 38.1.5 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz.U. of 2014, item 133).

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