Report no. 24/2021 - List of shareholders holding at least 5% of the votes at the Ordinary General Meeting and resolutions adopted by the Ordinary General Meeting of Stalexport Autostrady S.A., including the dividend payment

The Management Board of Stalexport Autostrady S.A. (hereinafter referred to as the Company, the Issuer) hereby informs that the Company’s Ordinary General Meeting (hereinafter: the Meeting) was held on 31 March 2021 in Katowice.

The shareholders attending the Meeting represented 155,466,413 shares/votes out of the total number of 247,262,023 shares/votes, accounting for 62.88% of the Company’s share capital.

The shareholder holding at least 5% of the total number of votes at the Meeting was Atlantia S.p.A., holding 151,323,463 shares/votes, i.e. 61.20% of the total number of shares/votes and 97.34% of the shares/votes at that Meeting.

The Company’s Ordinary General Meeting adopted - without demur - the following resolutions:

Resolution No. 1
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on election of the Chairman of the Ordinary General Meeting

§1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice elects Mr. Andrzej Bartosiak vel Adamiak as the Chairman of the Ordinary General Meeting.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155,466,413, votes “against” 0 (zero), votes “abstained” 0 (zero).

Resolution No. 2
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on approval of the agenda

§1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice approves the agenda as disclosed in the convocation of the Meeting.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413 including: votes “voting for” 155,466,413, votes “against” 0 (zero), votes “abstained” 0 (zero).

Resolution No. 3
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on approval of the separate financial statements of Stalexport Autostrady S.A. for the financial year 2020

§1

According to art. 395 §2 item 1 of the Commercial Companies Code and §24 para. 1 item 1 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice has considered and approves the separate financial statements of the Company for the financial year 2020 including:
a) separate statement of financial position prepared as at December 31, 2020, showing assets and liabilities in amount of PLN 422,354,618.65 (say: four hundred twenty two million three hundred fifty four thousand six hundred eighteen zlotys sixty five groszy),
b) separate statement of comprehensive income for the period from January 1, 2020 to December 31, 2020, showing net profit in amount of PLN 157,576,635.44 (say: one hundred fifty seven million five hundred seventy six thousand six hundred thirty five zlotys forty four groszy) and total comprehensive income of PLN 157,434,485.26 (say: one hundred fifty seven million four hundred thirty four thousand four hundred eighty five zlotys twenty six groszy),
c) separate statement of changes in equity for the period from January 1, 2020 to December 31, 2020, showing an increase of equity by the amount of PLN 145,071,384.11 (say: one hundred forty five million seventy one thousand three hundred eighty four zlotys eleven groszy),
d) separate statement of cash flows for the period from January 1, 2020 to December 31, 2020, showing a decrease in cash by the amount of PLN 53,693,659.47 (say: fifty three million six hundred ninety three thousand six hundred fifty nine zlotys forty seven groszy),
e) notes to the separate financial statements comprising a summary of significant accounting policies and other explanatory information.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 4
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on approval of the consolidated financial statements of the Capital Group of Stalexport Autostrady S.A. for the financial year 2020

§1

According to art. 395 §5 of Commercial Companies Code and §24 para. 1 item 6 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice has considered and approves the consolidated financial statements of Capital Group of Stalexport Autostrady S.A. for the financial year 2020, including:
a) consolidated statement of financial position prepared as at December 31, 2020, showing assets and liabilities in amount of PLN 1,432,221 thousand (say: one billion four hundred thirty two million two hundred twenty one thousand zlotys),
b) consolidated statement of comprehensive income for the period from January 1, 2020 to December 31, 2020, showing net profit in amount of PLN 91,456 thousand (say: ninety one million four hundred fifty six thousand zlotys) and total comprehensive income of PLN 91,206 thousand (say: ninety one million two hundred six thousand zlotys),
c) consolidated statements of changes in equity for the period from January 1, 2020 to December 31, 2020, showing an increase in equity by the amount of PLN 70,115 thousand (say: seventy million one hundred fifteen thousand zlotys)
d) consolidated statement of cash flows for the period from January 1, 2020 to December 31, 2020, showing a decrease in cash by the amount of PLN 143,005 thousand (say: one hundred forty three million, five thousand zlotys),
e) notes to the consolidated financial statements comprising a summary of significant accounting policies and other explanatory information.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 5
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on approval of Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group in 2020

§1

According to art. 395 §2 item 1 of the Commercial Companies Code and §24 para. 1 item 6 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice has considered and approves Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group in 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891. 

Resolution No. 6
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on distribution of net profit for the financial year 2020, payment of the dividend, setting out dividend day and the date for the payment of the dividend

§1

According to art. 395 §2 item 2, 396 §5, 348 §1 and 4 of Commercial Company Code and §24 para. 1 item 2 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice decides to allocate net profit for the financial year 2020 in amount of PLN 157,576,635.44 (say: one hundred fifty seven million five hundred seventy six thousand six hundred thirty five zlotys forty four groszy) in total for payment of dividend.

§2

According to art. 348 §2 and 396 §5 of Commercial Companies Code the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice decides to pay dividend to Company's shareholders in the total amount of PLN 158,247,694.72 (say: one hundred fifty eight million two hundred forty seven thousand six hundred ninety four zlotys and seventy two groszy), which means that the dividend shall amount to PLN 0.64 (say: sixty four groszy) per one share, whereas the amount of payable dividend consists of:
1. funds from distribution of net profit for the financial year 2020 in the amount of PLN 157,576,635.44 (say: one hundred fifty seven million five hundred seventy six thousand six hundred thirty five zlotys forty four groszy),
2. funds accumulated on retained earnings derived from the profit generated by the Company in previous years, in the amount of PLN 671,059.28 (say: six hundred seventy one thousand fifty nine zlotys twenty eight groszy).

§3

The Ordinary General Meeting of Stalexport Autostrady S.A. pursuant to art. 348 §3 of Commercial Companies Code and §28 paragraph 2 of the Statutes of the Company hereby resolves that dividend day shall be fixed on 9 April 2021 and the dividend payment day shall be on 20 April 2021.

§4

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 7
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the President of the Management Board, Mr. Emil Wąsacz for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the President of the Management Board, Mr. Emil Wąsacz, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 8
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Vice-President of the Management Board, Mr. Mariusz Serwa for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Vice-President of the Management Board, Mr. Mariusz Serwa, the, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 9
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the member of the Supervisory Board, Mr. Stefano Bonomolo for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Stefano Bonomolo, for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 10
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the member of the Supervisory Board, Mr. Nicola Bruno for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Nicola Bruno, for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 11
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the member of the Supervisory Board, Mr. Massimo Di Casola for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Massimo Di Casola, for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 12
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the member of the Supervisory Board, Mr. Tomasz Dobrowolski for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Tomasz Dobrowolski, for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 13
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Flavio Ferrari for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Flavio Ferrari for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 14
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Aleksander Galos for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Aleksander Galos for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 15
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Andrzej Kaczmarek for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Andrzej Kaczmarek for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 16
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Roberto Mengucci for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Roberto Mengucci, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 17
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Marco Pace for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Marco Pace, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 18
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Krzysztof Rogala for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Krzysztof Rogala, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 19
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on granting discharge to the Member of the Supervisory Board, Mr. Stefano Rossi for the performance of his duties in the financial year 2020

§1

According to art. 395 §2 item 3 of Commercial Companies Code and §24 para. 1 item 3 of the Statutes of the Company, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice grants discharge to the Member of the Supervisory Board, Mr. Stefano Rossi, for the performance of his duties for the entire term of office in the financial year 2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed in secret ballot. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 155.439.522, votes “against” 0 (zero), votes “abstained” 26,891.

Resolution No. 20
of the Ordinary General Meeting
of Stalexport Autostrady S.A. with its registered seat in Mysłowice
dated March 31, 2021

on issuing an opinion on the “Report on remuneration of the members of the Management Board and the Supervisory Board of Stalexport Autostrady S.A." covering years 2019-2020.

§1

According to art. 90 g item 6 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice has considered and positively assessed the "Report on the remuneration of members of the Management Board and Supervisory Board of Stalexport Autostrady S.A." covering years 2019-2020.

§2

The resolution comes into force on the moment of its adoption.

The resolution was passed by open voting. The number of the shares of valid votes cast: 155,466,413 shares, what constitutes 62.88 % of share capital. The total number of valid votes: 155,466,413, including: votes “voting for” 154.881.247, votes “against” 585, 166 votes “abstained” 0 (zero).

In addition, in connection with the adoption by the Meeting of Resolution No. 6, which provides for the payment of dividend, the Management Board of the Issuer informs that:
1) the amount of PLN 158,247,694.72 (say: one hundred fifty eight million two hundred forty seven thousand six hundred ninety four zlotys seventy two groszy) was allocated for the payment of the dividend, which means that the amount of dividend per one share will be PLN 0.64 (say: sixty four groszy),
2) the number of shares covered by the dividend is 247,262,023 (two hundred forty seven million two hundred sixty two thousand twenty three);
3) the dividend date is April 9, 2021;
4) the dividend payment date is April 20, 2021.

Legal basis:
Article 70§ item 3 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies, §19 para. 1 item 6 and §19 para. 2 of the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information transmitted by issuers of securities and on the conditions of considering as equivalent the information required under provisions of the law of a state other than a Member State.