Report no 17 - After EGM on 22 December 2010 shareholders, resolutions
The Management Board of Stalexport Autostrady S.A. informs the public that the Extraordinary General Meeting of the Company was held on 22 December 2010 in the seat of the Company. The Company’s shareholders attending the meeting represented 139,546,289 out of the total number of 247,262,023 shares/votes, what represented 56,44 % share capital of the Company.
Autostrade per Italia S.p.A., holding 139,059,182 shares/votes, ie. 56.24% in total number of shares/votes and respectively 99.65 % shares/votes at this general meeting, was the shareholder holding at least 5% of the votes at the meeting. was.
Moreover at the above mentioned Extraordinary General Meeting of the Company the following resolutions were passed without demur:
Resolution no 1
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with seat in Katowice
dated 22 December 2010
on the election of the Chairman of the Extraordinary General Meeting
§1. The Extraordinary General Meeting of Stalexport Autostrady S.A. with the seat in Katowice elects Mr. Daiusz Cyran as the Chairman of the Extraordinary General Meeting.
§2. The resolution enters into force on day of its passing.
6 (six) shareholders participated in secret voting representing 139,546,289 (one hundred and thirty nine million five hundred and forty six thousand two hundred and eighty nine) shares, out of which 139,546,289 valid votes were cast (what represents 56.44% shares in share capital), including 139,544,289 (one hundred and thirty nine million five hundred and forty four thousand two hundred and eighty nine) votes cast in favour of the resolution, with no votes against, abstentions 2,000 (two thousand ) votes.
The Chairman of the Meeting stated that the notice provided by law was published on the Company’s website, according to the wording of art. 4021 of Commercial companies code, and next he stated that the Extraordinary General Meeting was convened by the Management Board in accordance with art. 402 of Commercial companies code and the Company’s Statutes. He also stated that 6 shareholders are attending the meeting, or their representatives, holding in total 139,546,289 shares and the same number of votes, what represents 56.44% of share capital, and that the Extraordinary General Meeting is capable of passing valid resolutions.
Before voting on the resolutions set out in the agenda, the Chairman of the Meeting stated that the Management Board received a written request of Mr Arkadiusz Zalewski, the shareholder, to permit him to stay in the room in which the General Meeting is held, as a listener.
At the same time the Shareholder states that he registered and obtained a certificate from Dom Inwestycyjny BRE Bank S.A. in Warsaw after the statutory deadlines for registration of Shareholders participation.
The Chairman of the Meeting – under §7 of the Regulations – gave consent on staying in the room of this Shareholder and instructed him about the rules governing the access to the corporate information and the manner of publication of the current reports by the Company.
Resolution no 2
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with seat in Katowice
dated 22 December 2010
on the election of the Scrutinisers
§1. The Extraordinary General Meeting of Stalexport Autostrady S.A. with the seat in Katowice decides - according to the § 10a of the Regulations of the General Meeting - not to elect Scrutinisers and to authorize the Chairman of the Extraordinary General Meeting to sign the printed results of the voting.
§2. The resolution enters into force on day of its passing.
6 (six) shareholders participated in open voting representing 139,546,289 shares, out of which 139,546,289 valid votes were cast (what represents 56.44% shares in share capital), including 139,546,289 votes cast in favour of the resolution, with no votes against and no abstentions.
The Extraordinary General Meeting unanimously, in open voting, adopted the agenda of the debate, as it was published on website of the Company on 24 November 2010, as follows:
- Opening of the Extraordinary General Meeting.
- Election of the Chairman of the Extraordinary General Meeting.
- Making up the attendance list.
- Determination of whether the Extraordinary General Meeting has been duly convened and has capacity to resolve resolutions.
- Adopting the resolution on an election of the Scrutinisers.
- Approval of agenda.
- Adopting the resolution on the number of members of the Supervisory Board of VIIth term
- Electing and appointing the members of the Supervisory Board for the VII term.
- Closing of the debate.
Executing the agenda, the Extraordinary General Meeting of Stalexport Autostrady Joint Stock Company in Katowice passed the following resolution:
Resolution no 3
of the Extraordinary General Meeting
of Stalexport Autostrady S.A. with seat in Katowice
dated 22 December 2010
on the number of Supervisory Board’s members of VIIth term
§1. According to art. 385 § 1 of Commercial Companies Code and § 14 section 2 of the Statutes of the Company, the Extraordinary General Meeting decides that the Supervisory Board of VIIth term will consist of 7 (say: seven) members.
§2. The resolution enters into force on day of its passing.
§3. The resolution no 22 of the Ordinary General Meeting of Stalexport Autostrady S.A. dated 30.03.2010 on the number of Supervisory Board’s members of VIIth term expires.
6 (six) shareholders participated in open voting representing 139,546,289 shares, out of which 139,546,289 valid votes were cast (what represents 56.44% shares in share capital), including 139,546,289 votes cast in favour of the resolution, with no votes against and no abstentions.
As the General Meeting passed the resolution no 3 determining the number of the Supervisory Board’s members on 7 persons, which corresponds to current number of the Board’s members, the Chairman stated that there is no need to pass the resolution on appointing a new member of the Board.
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(This document is a free translation of the Polish original.
The only binding version is the Polish original that should be referred to in matters of interpretation.)