| The Board of Directors of Milkiland N.V. with its corporate seat in Amsterdam, the Netherlands (the "Company") informs that the following resolutions were adopted at the Annual General Meeting of the Company's Shareholders held on 19 June 2015 at Strawinskylaan 1999, 1077 XV Amsterdam, The Netherlands, at 11 A.M. of Dutch time. Resolution No 1 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the adoption of the Company's annual accounts for the financial year 2014 par.1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2014 as presented by the Board of Directors. par.2 This resolution comes into force on the day of its adoption. Resolution No 2 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the adoption of the reservation policy par. 1 The Annual General Meeting of Shareholders of the Company hereby approves to continue to form reserves according to the existing practice of the Company and to start modest dividend payments. par. 2 This resolution comes into force on the day of its adoption. Resolution No 3 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the allocation of net results par. 1 The Annual General Meeting of Shareholders of the Company hereby approves to add the net loss of the Company in 2014 to the Company’s retained gains. par. 2 This resolution comes into force on the day of its adoption. Resolution No 4 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding granting of discharge to the members of the Board of Directors for their tasks during the financial year 2014 par.1 The Annual General Meeting of Shareholders of the Company hereby resolves to discharge the members of the Board of Directors of the Company in respect of their tasks during financial year 2014 and states that such discharge only applies to the matters that are disclosed in the annual accounts of the Company for the year 2014 or have otherwise been disclosed to the Annual General Meeting of the Shareholders prior the resolution to discharge the members of the Board of Directors. par.2 This resolution comes into force on the day of its adoption. Resolution No 5 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the appointment of the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2015 par.1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into the negotiations with the Company’s current auditor BDO Audit & Assurance B.V. and several other reputable audit firms, namely, KPMG, Deloitte, Ernst & Young and PwC, and to appoint one of these firms as the Company’s external auditor to render audit services for the financial year 2015, based on the results of this negotiations and the respective proposal of the Audit Committee of the Board confirmed by all Non-executive members of the Board. par.2 This resolution comes into force on the day of its adoption. Resolution No 6 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the delegation to the Board of Directors of the authority to repurchase shares par.1 The Annual General Meeting of Shareholders of the Company hereby delegates to the Board of Directors the authority for a period of eighteen (18) months from the date of this Annual General Meeting of Shareholders to acquire for the Company as many of its own shares as is permitted by the Company's articles of association (up to 50% of the Company’s share capital), whether through the stock exchange or by other means, for a price that is between an amount equal to nil and an amount which is not higher than 10% above the opening price of the Company's shares quoted on the Warsaw Stock Exchange on the day of acquisition, or, should such a quotation not exist, the last previous quotation on the Warsaw Stock Exchange. par.2 This resolution comes into force on the day of its adoption. Resolution No 7 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the delegation of powers relating to the issue of shares par.1 The Annual General Meeting of Shareholders of the Company hereby delegates to the Board of Directors the authority: (a) to issue shares and/or to grant rights to subscribe for such shares and to determine the price and further terms and conditions of such issuance, for a period of eighteen (18) months from the date of this Annual General Meeting of Shareholders, with the understanding that this authority is limited to 10% of the issued share capital of the Company, plus an additional 10% of the issued share capital of the Company in connection with or on the occasion of mergers and acquisitions. (b) To restrict or exclude pre-emptive rights in respect of such issue of shares and rights to subscribe for shares, for a period of eighteen (18) months from the date of this Annual General Meeting of Shareholders. Resolution No 8 of 19 June 2015 of the Annual General Meeting of Shareholders of the Company Regarding the re-appointment the Members of the Board of Directors par.1 The Annual General Meeting of Shareholders of the Company hereby re-appoints: (a) Re-appoint Mr. Anatoliy Yurkevych as an executive director of the Board of Directors, Chief Executive Officer as of the date of the General Meeting, for another four years period ending at the close of the annual general meeting of shareholders to be held in 2019 with the remuneration in accordance with the remuneration policy of the Company; (b) Re-appoint Ms. Olga Yurkevich as an executive member of the Board of Directors, Chief Production Officer as of the date of the General Meeting, for another four years period ending at the close of the annual general meeting of shareholders to be held in 2019 with the remuneration in accordance with the remuneration policy of the Company; (c) Re-appoint Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee as of the date of the General Meeting, for the period ending at the close of the annual general meeting of shareholders to be held in 2016 with the remuneration in accordance with the remuneration policy of the Company; (d) Re-appoint Mr. Vitaliy Strukov as non-executive director of the Board of Directors, as of the date of the General Meeting, for the period ending at the close of the annual general meeting of shareholders to be held in 2016 with the remuneration in accordance with the remuneration policy of the Company; (e) Re-appoint Mr. George Logush as non-executive director of the Board of Directors, as of the date of the General Meeting, for the period ending at the close of the annual general meeting of shareholders to be held in 2016 with the remuneration in accordance with the remuneration policy of the Company. | |
