Report No 4 - List of shareholders holding at least 5% of the number of votes at the Extraordinary General Meeting and the resolutions adopted by the Extraordinary General Meeting of Stalexport Autostrady S.A.
The Management Board of Stalexport Autostrady S.A. (hereinafter “Company”) informs that the Extraordinary General Meeting of the Company was held on 26 January 2018 in Katowice.
The Company’s shareholders attending the Extraordinary General Meeting represented 160,299,119 shares/votes out of the total number of 247,262,023 shares/votes, what represented 64.83 % of share capital of the Company.
The shareholder holding at least 5% of the votes at the Extraordinary General Meeting was Atlantia S.p.A. holding 151,323,463 shares/votes, i.e. 61.20 % in total number of shares/votes and 94.40 % of shares/votes at this General Meeting of the Company.
Before proceeding to the agenda of the Extraordinary General Meeting, Mr. Tadeusz Włudyka resigned from the position of a member of the Supervisory Board.
The following resolutions were adopted unopposed during the above mentioned Extraordinary General Meeting of the Company:
Resolution No. 1
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on election of the Chairman of the Extraordinary General Meeting
§1
The Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its registered seat in Mysłowice, elects Mr. Rafał Sasiak as the Chairman of the Extraordinary General Meeting.
§2
The resolution shall come into force on the moment of its adoption.
The resolution was passed in secret ballot. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 160,299,119, votes “against” 0 (zero), votes “abstained” 0 (zero).
Resolution No. 2
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on decision not to appoint the Scrutinisers
§1
The Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its regis-tered seat in Mysłowice, decides – according to the §10a of the Regulations of the General Meeting - not to appoint the Scrutinisers and to authorize the Chairman of the Extraordinary General Meet-ing to sign the printed results of the voting.
§2
The resolution shall come into force on the moment of its adoption.
The resolution was passed by open voting. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 160,299,119, votes “against” 0 (zero), votes “abstained” 0 (zero).
Resolution No. 3
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on approval of the agenda
§1
The Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its regis-tered seat in Mysłowice, approves the agenda as disclosed in the announcement of the convoca-tion of the Extraordinary General Meeting.
§2
The resolution shall come into force on the moment of its adoption.
The resolution was passed by open voting. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83 % of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 160,299,119, votes “against” 0 (zero), votes “abstained” 0 (zero).
Resolution No. 4
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on determination of the number of members of the Supervisory Board of its ninth term of office
§ 1
According to art. 385 §1 of the Commercial companies code and §24 section 1 item 11 of the Company’s Statutes, the Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its registered seat in Mysłowice decides that the Supervisory Board of the ninth term of office will be composed of 7 (seven) members.
§ 2
The resolution shall come into force on the moment of its adoption.
The resolution was passed by open voting. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 160,299,119, votes “against” 0 (zero), votes “abstained” 0 (zero).
Resolution No. 5
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on appointment a member of the Supervisory Board of its ninth term of office
§ 1
According to art. 385 §1 of the Commercial companies code and §24 section 1 item 11 of the Com-pany’s Statutes, the Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its registered seat in Mysłowice decides to appoint Mr. Tomasz Dobrowolski as the member of the Supervisory Board of its ninth term of office.
§ 2
The resolution shall come into force on the moment of its adoption.
The resolution was passed in secret ballot. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 157,241,963, votes “against” 2,972,722, votes “abstained” 84,434.
Resolution No. 6
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on appointment a member of the Supervisory Board of its ninth term of office
§ 1
According to art. 385 §1 of the Commercial companies code and §24 section 1 item 11 of the Com-pany’s Statutes, the Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company with its registered seat in Mysłowice decides to appoint Mr. Flavio Ferrari as the member of the Supervisory Board of its ninth term of office.
§ 2
The resolution shall come into force on the moment of its adoption.
The resolution was passed in secret ballot. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 157,241,963, votes “against” 2,972,722, votes “abstained” 84,434.
Resolution No. 7
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated January 26th, 2018
on amendment of the Statutes of the Company
§1
According to art. 430 §1 of Commercial Companies Code and §24 section 1 item 7 of the Statutes of the Company, the Extraordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice, decides to amend the Statutes of the Company as follows:
1. § 11.2.5 of the Company's Statutes is deleted
2. new item 3 is added to § 16 of the Company's Statutes of the following wording:
"3. If the Chairman of the Supervisory Board or his deputy does not convene
a meeting in accordance with section 2, the applicant may call it independently, indicating the date, place and proposed agenda. "
3. § 18.3.8 of the Company's Statutes is replaced by the following:
"8) to select an audit firm to audit financial statements,"
§2
The Extraordinary General Meeting authorizes the Supervisory Board to agree the consolidated text of the amended Statutes.
§3
The resolution on amendment of the Statutes of the Company shall come into force on the day of its adoption, provided however, that the legal result of amendments of the Statutes follows with the moment of issuing a decision of the relevant Registration Court upon registration of Statutes` amendments in the register of entrepreneurs of the National Court Register.
The resolution was passed by open voting. The number of the shares of valid votes cast: 160,299,119 shares, what constitutes 64.83% of share capital. The total number of valid votes: 160,299,199, including: votes “voting for” 160,299,119, votes “against” 0 (zero), votes “abstained” 0 (zero).
Information on new appointed members of the Supervisory Board will be published in another current report.
Legal basis: Article 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 and § 38.1(7) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent.