| Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders, which was held on 12 December 2016 at 15:00 CET at the Company’s registered office, 19 rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in wording as proposed in current report No 32/2016 published on 11 November 2016. 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 44,510,482 votes in favor, 0 votes against, 0 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 2016, with a resulting consolidated net profit attributable to equity holders of the Company of two hundred twenty-five million one hundred and fifty thousand US dollars (USD 225,150,000.-). This resolution has been adopted by a majority of 44,510,482 votes in favor, 0 votes against, 0 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 2016, with a resulting net profit for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of elven million seven hundred fifty thousand nine hundred twenty US dollars and seventy-five cents (USD 11,750,920.75.-). This resolution has been adopted by a majority of 44,510,482 votes in favor, 0 votes against, 0 votes abstained. FOURTH RESOLUTION The General Meeting approves the proposal of the board of directors (i) to carry forward the net profit of the Parent Company annual accounts (non-consolidated) of elven million seven hundred fifty thousand nine hundred twenty US dollars and seventy-five cents (USD 11,750,920.75.-) and (ii) after allocation to the legal reserve of the Company, to declare a dividend at twenty five cents per ordinary share (USD 0.25.-) for the financial year ended on 30 June 2016. 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 44,430,482 votes in favor, 0 votes against, 80,000 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 2016. This resolution has been adopted by a majority of 44,430,482 votes in favor, 0 votes against, 80,000 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 mandates 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 2017. This resolution has been adopted by a majority of 40,230,482 votes in favor, 0 vote against, 4,280,000 votes abstained. SEVENTH RESOLUTION The General Meeting, having acknowledged the resignation of Mr. Ton Schurink as independent director of the board of directors with effect as of 9 November 2016 and decides to grant discharge to Mr. Ton Schurink for the exercise of his duties and mandate until 9 November 2016. This resolution has been adopted by a majority of 40,550,548 votes in favor, 0 votes against, 3,959,934 votes abstained. EIGHTH RESOLUTION The General Meeting, following proposal by the Board to appoint Mrs. Nathalie Bachich as new independent director of the Company, decides to appoint as new independent director of the Company Mrs. Nathalie Bachich born on 24th November 1973 in London, England, United Kingdom, residing at 7 York Avenue, East Sheen, London SW14 7Q for a one-year term mandate, which shall terminate on the of the general meeting of shareholders held in 2017. This resolution has been adopted by a majority of 40,235,432 votes in favor, 75,050 votes against, 4,200,000 votes abstained. NINTH 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 mandates 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 2017. This resolution has been adopted by a majority of 40,310,482 votes in favor, 0 votes against, 4,200,000 votes abstained. TENTH 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 2017. This resolution has been adopted by a majority of 44,147,361 votes in favor, 363,121 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 2017. This resolution has been adopted by a majority of 39,947,361 votes in favor, 363,121 votes against, 4,200,000 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. 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 2017. This resolution has been adopted by a majority of 43,980,812 votes in favor, 529,670 votes against, 0 votes abstained. THIRTEENTH RESOLUTION The General Meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Kostiantyn Lytvynskyi for a one year term, decides to renew the mandate of Mr. Kostiantyn Lytvynskyi for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2017. This resolution has been adopted by a majority of 39,780,812 votes in favor, 529,670 votes against, 4,200,000 votes abstained. FOURTEENTH RESOLUTION The General Meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to two hundred seventy seven thousand and five hundred US dollars (USD 277,500.-), 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 2017, 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 40,230,482 votes in favor, 80,000 votes against, 4,200,000 votes abstained. FIFTEENTH 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 2017, 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 40,230,482 votes in favor, 80,000 votes against, 4,200,000 votes abstained. SIXTEENTH 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 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 for the financial year ended on 30 June 2016. This resolution has been adopted by a majority of 44,430,482 votes in favor, 0 votes against, 80,000 votes abstained. SEVENTEENTH 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 560, rue du Neudorf, L-2220 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 560, rue du Neudorf, L-2220 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 2017. This resolution has been adopted by a majority of 39,955,482 votes in favor, 0 votes against, 4,555,000 votes abstained. | |
