| Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders, which was held on 10 December 2020 at 3.00 p.m. (Luxembourg time) at the Company’s registered office, 19 rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in wording as proposed in current report No 22/2020 published on 9 November 2020. All resolutions adopted at the Annual General Meeting of Shareholders come into force on the day of their adoption. In accordance with the provisions of the Law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies, we hereby inform you of the resolutions to be proposed for adoption at the annual general meeting of shareholders: FIRST RESOLUTION The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves these reports. This resolution has been adopted by a majority of 38,734,832 votes in favor, 0 votes against, 79,909 votes abstained. SECOND RESOLUTION The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves in their entirety the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2020, with a resulting consolidated net profit attributable to equity holders of the Company of one hundred seventeen million eight hundred sixty-five thousand US dollars (USD 117,865,000. -). This resolution has been adopted by a majority of 38,734,832 votes in favor, 0 votes against, 79,909 votes abstained. THIRD RESOLUTION The general meeting, after having reviewed the management report of the board of directors and the report of the independent auditor of the Company, approves in their entirety the Parent Company’s annual accounts (unconsolidated) for the financial year ended on 30 June 2020, with a resulting net income for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of three hundred eighty-seven million nine hundred forty-nine thousand three hundred four US dollars and seven cents (USD 387,949,304.07). This resolution has been adopted by a majority of 38,734,832 votes in favor, 0 votes against, 79,909 votes abstained. FOURTH RESOLUTION The general meeting approves the proposal of the board of directors (i) to carry forward the net income of the Parent Company annual accounts (non-consolidated) of three hundred eighty-seven million nine hundred forty-nine thousand three hundred four US dollars and seven cents (USD 387,949,304.07) and (ii) after allocation to the legal reserve of the Company, to declare a dividend at forty-two cents per ordinary share (USD 0.42) for the financial year ended on 30 June 2020. The general meeting delegates to the board of directors to set up record and payment dates for the dividends distribution. This resolution has been adopted by a majority of 38,814,741 votes in favor, 0 votes against, 0 votes abstained. FIFTH RESOLUTION The general meeting decides to grant discharge to the directors of the Company for their management duties and the exercise of their mandates in the course of the financial year ended on 30 June 2020. This resolution has been adopted by a majority of 38,734,832 votes in favor, 0 votes against, 79,909 votes abstained. SIXTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrzej Danilczuk for a one-year term, decides to renew the mandate of Mr. Andrzej Danilczuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 34,401,242 votes in favor, 4,413,499 votes against, 0 votes abstained. SEVENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Nathalie Bachich for a one-year term, decides to renew the mandate of Mrs. Nathalie Bachich for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 38,754,741 votes in favor, 60,000 votes against, 0 votes abstained. EIGHTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Sergei Shibaev for a one-year term, decides to renew the mandate of Mr. Sergei Shibaev for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 38,754,741 votes in favor, 60,000 votes against, 0 votes abstained. NINTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova for a one-year term, decides to renew the mandate of Mrs. Anastasiia Usachova for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 34,430,621 votes in favor, 4,384,120 votes against, 0 votes abstained. TENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yuriy Kovalchuk for a one-year term, decides to renew the mandate of Mr. Yuriy Kovalchuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 33,898,335 votes in favor, 4,919,406 votes against, 0 votes abstained. ELEVENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Viktoriia Lukianenko for a one-year term, decides to renew the mandate of Mrs. Viktoriia Lukianenko for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 34,430,621 votes in favor, 4,384,120 votes against, 0 votes abstained. TWELFTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yevgen Osypov for a one-year term, decides to renew the mandate of Mr. Yevgen Osypov for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 38,633,929 votes in favor, 180,812 votes against, 0 votes abstained. THIRTEENTH RESOLUTION The general meeting, having acknowledged that fees (tantiemes) paid to the non-executive directors for their previous term in office amounted in total to two hundred sixty thousand US dollars (USD 260,000. -), approves the independent directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2021, for a total gross annual amount of two hundred sixty thousand US dollars (USD 260,000. -). This resolution has been adopted by a majority of 34,522,054 votes in favor, 4,292,687 votes against, 0 votes abstained. FOURTEENTH RESOLUTION The general meeting, having acknowledged that fees (tantiemes) paid to the executive directors for their previous term as members of the board of directors amounted in total to two hundred forty thousand US dollars (USD 240,000. -), approves the executive directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2021, for a total gross annual amount of two hundred forty thousand US dollars (USD 240,000. -) including two hundred thousand US dollars (USD 200,000. -) to be paid to the chairman of the board of directors. This resolution has been adopted by a majority of 34,522,054 votes in favor, 4,292,687 votes against, 0 votes abstained. FIFTEENTH RESOLUTION The general meeting grants discharge to the independent auditor of the Company, Deloitte Audit, a société à responsabilité limitée, having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 for the financial year ended on 30 June 2020. This resolution has been adopted by a majority of 38,734,832 votes in favor, 0 votes against, 79,909 votes abstained. SIXTEENTH RESOLUTION The general meeting, following proposal by the board of directors to reappoint Deloitte Audit, a société à responsabilité limitée, having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company, resolves to reappoint Delloitte Audit, a société à responsabilité limitée, having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2021. This resolution has been adopted by a majority of 38,754,741 votes in favor, 60,000 votes against, 0 votes abstained. SEVENTEENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrii Verevskyi for a five-year term, decides to renew the mandate of Mr. Andrii Verevskyi for a five-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2025. This resolution has been adopted by a majority of 32,923,078 votes in favor, 5,891,663 votes against, 0 votes abstained. | |
