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EGSM - resolutions, shareholders over 5 %, changes in SB composition

Raporty bieżące (ENG) 2006-09-08

The Management Board of STALEXPORT S.A. informs that on 8.09.2006 the Extraordinary General Meeting of Shareholders was held in the seat of the Company. The shareholders present at the Extraordinary General Meeting of Shareholders represented 77 993 637 out of the total number of 157 762 023 shares/votes, what constituted 49,44 % of the share capital of the Company.
Shareholders which registered the share over 5% in the share capital:

  • Autostrade S.p.A 34 158 378 21,65%
  • Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej 18 022 835 11,42%
  • PKO Bank Polski S.A. 8 870 385 5,62%

The Extraordinary General Meeting of Shareholders passed the following resolutions:
Resolution no 1
regarding the election of the Scrutinisers
The Extraordinary General Meeting of Shareholders decides ? according to the § 10a of the Regulations of the General Meeting of Shareholders ? not to elect Scrutinisers and to authorise the Chairman of the Extraordinary General Meeting of Shareholders to sign the printed results of the voting.
Resolution no 2
regarding determination of the number of the Supervisory Board members
On the basis of art. 385 § 1 of the Commercial companies code and on § 14 passage 2 of the Company?s Charter, the Extraordinary General Meeting of Shareholders decides that the Supervisory Board will consist of 9 members.
Joint term of office of the Supervisory Board members of the Vth term lasts three years, i.e. 2004-2006, and their mandates expire on the day of holding the General Meeting which approves the financial statement for the last full turnover year of performing the duties of a member of the Supervisory Board.
The resolution of the XIth OGSM of STALEXPORT S.A. dated 29.06.2004 in regard to determine the number of the members of the Supervisory Board for the Vth term becomes void.
The representative of Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution, stating that he voted against.
Resolution no 3
In regard to: recalling the member of the Supervisory Board
The Extraordinary General Meeting of Shareholders decides to recall Mrs. Katarzyna Galus from the composition of the Supervisory Board.
The representative of Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution, stating that he voted against.
Resolution no 4
In regard to: recalling the member of the Supervisory Board
The Extraordinary General Meeting of Shareholders decides to recall Mr. Jerzy Zieliński from the composition of the Supervisory Board
The representative of Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution, stating that he voted against.
Resolution no 5
In regard to: recalling the member of the Supervisory Board
The Extraordinary General Meeting of Shareholders decides to recall Mr. Przemysław Majka from the composition of the Supervisory Board
The representative of Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution, stating that he voted against.
Resolution no 6
In regard to: recalling the member of the Supervisory Board
The Extraordinary General Meeting of Shareholders decides to recall Mr. Tadeusz Sadowski from the composition of the Supervisory Board
The representative of Narodowy Fundusz Ochrony Środowiska i Gospodarki Wodnej opposed this resolution, stating that he voted against.
Resolution no 7
In regard to : appointing the members of the Supervisory Board
The Extraordinary General Meeting of Shareholders appoints:
Mr. Przemysław Majka, Mr. Tadeusz Sadowski, Mr.Dario Cipriani, Mr. Galliano Di Marco, Mr.Chris Melnyk, Mr. Giuseppe Palma, Mr. Jerzy Sroka, Mr. Bolesław Leśnodorski, Mrs Katarzyna Galus to the composition of the Supervisory Board.
Biographies of the newly-appointed members of the Supervisory Board will be disclosed in separate current report.
NEXT RESOLUTION
In regard to: move the point of agenda which concerns applying for admittance of shares of F series to the public trading on regulated market and their dematerialisation
The Extraordinary General Meeting of Shareholders decides to move the point of today?s agenda, in regard to applying for admittance of shares of F series to the public trading on the regulated market and their dematerialisation, as a point of agenda of the General Meeting convened on 20.10.2006, at 11:00 a.m.
NEXT RESOLUTION
In regard to: convening the Extraordinary General Meeting of Shareholders on 20.10.2006 at 11:00 a.m.
The Extraordinary General Meeting of Shareholders decides to convene the Extraordinary General Meeting of Shareholders on 20.10.2006, at 11:00 a.m. with agenda, both of adopting the resolution on applying for admittance of shares of F series to public trading on the regulated market and their dematerialisation, reversal of the resolution no 21 dated 21.07.2006 in regard to the change of the Company?s Charter and adopting the resolution on determining the remuneration of the members of the Supervisory Board.
NEXT RESOLUTION
In regard to: supplementing the agenda of the Extraordinary General Meeting of Shareholders which will be convened on 20.10.2006, at 11:00 a.m.
The Extraordinary General Meeting of Shareholders decides to give consent to supplement the agenda of the General Meeting convened on 20.10.2006 by adopting the resolution on examining by an expert, at the cost of the Company, the problems in regard to conducting by the Management Board the matters of the Company, connected with negotiating, concluding and executing of the investment agreement (including possible threats and losses which can result from this agreement for the Company, observing the rule of equal treatment of shareholders as well as other possible infringements).

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