Report No. 14 - Resolutions of the Ordinary General Meeting of the Shareholders of Stalexport Autostrada Małopolska S.A. (on apportionment of net profit for turnover year 2016 and on payment to shareholder funds accumulated in reserve capital)
The Management Board of Stalexport Autostrady S.A. (hereinafter: the Company or the Issuer) hereby advises that on 27 April 2017, the Ordinary General Meeting of Stalexport Autostrada Małopolska S.A. with its registered office in Mysłowice (a 100% subsidiary to Stalexport Autoroute S.à r.l. with its registered office in Luxembourg, which is, in turn, a 100% subsidiary of Stalexport Autostrady S.A.) adopted resolution No. 9 (on apportionment of net profit for turnover year 2016) and resolution No. 10 (on payment to shareholder funds accumulated in reserve capital), which read as follows:
Resolution No. 9
of the Ordinary General Meeting of
STALEXPORT AUTOSTRADA MAŁOPOLSKA S.A.
with its registered office in Mysłowice
dated April 27, 2017
on apportionment of net profit for turnover year 2016
1. Acting pursuant to Art. 395 § 2 point 2 of Commercial Companies Code, the Ordinary General Meeting of the Company herewith decides to apportion net profit for the turnover year 2016 of amount of 149,230, 411.18 zlotys (say: one hundred forty nine million two hundred thirty thousand four hundred eleven zlotys eighteen groszy) as follows:
a) amount of 4,675.02 zlotys (say: four thousand six hundred seventy five zlotys two groszy) to allocate for covering loss from previous years,
b) amount of 149,225,736.16 zlotys (say: one hundred forty nine million two hundred twenty five thousand seven hundred thirty six zlotys sixteen groszy) to allocate for dividend for shareholder of the Company.
2. The Management Board of the Company is authorized to make payment. The payment of the dividend to shareholder, considering previously paid advance payment for the expected dividend for 2016, in amount of 85,000,000.00 zlotys (say: eighty five million zlotys) shall be made on 24 May 2017 in amount of 64,225,736.16 zlotys (say: sixty four million two hundred twenty five thousand seven hundred thirty six zlotys sixteen groszy).
Resolution No. 10
of the Ordinary General Meeting of
STALEXPORT AUTOSTRADA MAŁOPOLSKA S.A.
with its registered office in Mysłowice
dated April 27, 2017
on payment to shareholder funds accumulated in reserve capital
1. Acting pursuant to art. 348 § 2 point 2 of Commercial Companies Code, the ordinary General Meeting of the Company decides to make payment of funds accumulated in reserve capital in amount 1,344,263.84 zlotys (say: one million three hundred forty four thousand two hundred sixty three zlotys eighty four groszy) for shareholder of the Company.
2. The Management Board of the Company is authorized to make payment of the amount set forth in Section 1 above. The payment to shareholder shall be on 24 May 2017.
With these payments, Stalexport Autostrada Małopolska S.A. (hereinafter: the Concessionaire) will settle the total dividend payable to the Concessionaire’s one shareholder (under a Concession Agreement, as described below) before the due date for the payment of all concession liabilities by the Concessionaire. Payment of concession liabilities to the National Road Fund will constitute a refund to the State Treasury of a credit taken by the State Treasury at the European Bank for Reconstruction and Development. As per the Concession Agreement, the nominal value of the above stated liabilities is PLN 222,918 thousand.
Successive dividends will be paid by Stalexport Autostrada Małopolska S.A. after the concession liabilities are paid and after other conditions stated in the concession agreement and other financing agreements are fulfilled.
The Concession Agreement referred to above is an agreement of 19 September 1997 (initially concluded by and between the Issuer and the Minister of Transport and Maritime Economy) concerning construction through adaptation of the A-4 motorway in the section from Katowice (the Murckowska junction, kilometer 340.2) to Krakow (the Balice junction, kilometer 401.1) of 60.9 km in total length, to bring it to the requirements of a paid motorway, as well as concerning the operation of the motorway in this section, including amendments made by means of successive annexes, by which, as of 28 July 2004, the rights and obligations have been transferred in their entirety from the Issuer to Stalexport Autostrada Małopolska S.A., of which the Issuer notified in current report No. 59 of 29 July 2004.
Legal basis:
Art 17 sec. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC