| | The Board of Directors of ASTARTA Holding 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 18 June 2014 at J.J. Viottastraat 52, 1071 JT Amsterdam, the Netherlands, at 9 A.M. of local time. ****** Resolution No. 1 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the approving that the annual report and annual accounts for the financial year 2014 are prepared in a different language than the Dutch language ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to approve that the annual reports and annual accounts for the financial year 2014 are prepared in another language than the Dutch language. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 2 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the annual accounts for the financial year 2013 ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby approves and adopts the annual accounts of the Company for the financial year 2013 as presented by the Board of Directors. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 3 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the adoption of the profit appropriation for the financial year 2013 and distribution of dividends ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts the net profit appropriation for the financial year 2013 as presented by the Board of Directors; to add the amount of EUR 25,670 thousand to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2013. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 4 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the granting of discharge to the Directors for their tasks during the financial year 2013 ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to: (a) to grant discharge to Mr. Ivanchyk, for all acts of management performed during the financial year 2013 for and on behalf of the Company for as far as appear from the Company’s books; (b) to grant discharge to Mr. Rybin, for all acts of management performed during the financial year 2013 for and on behalf of the Company for as far as appear from the Company’s books; (c) to grant discharge to Mr. Van Campen, for all acts of management performed during the financial year 2013 for and on behalf of the Company for as far as appear from the Company’s books; (d) to grant discharge to Mr. Korotkov, for all acts of supervision performed during the financial year 2013 for and on behalf of the Company for as far as appear from the Company’s books; (e) to grant discharge to Mr. Bartoszewski, for all acts of supervision performed during the financial year 2013 for and on behalf of the Company for as far as appear from the Company’s books. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 5 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding reappointment of the Directors ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to: (a) to appoint Mr. Ivanchyk as an executive director “A", CEO of the Company for the third four-year period of the office starting from the date of the meeting; (b) to appoint Mr. Van Campen as an executive director “B", CCO of the Company for the third four-year period of the office starting from the date of the meeting; (c) to appoint Mr. Korotkov as a non-executive director “С", Chairman of the Board of the Company for the third four-year period of the office starting from the date of the meeting; (d) to appoint Mr. Bartoszewski as a non-executive director “С", Vice Chairman of the Board of the Company for the third four-year period of the office starting from the date of the meeting. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 6 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding retirement of Mr. Rybin as an Executive Director “A", Chief Operating and Financial Officer ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to accept the retirement of Mr. Rybin as an Executive Director “A", Chief Operating and Financial Officer. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 7 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding appointment of Mr. Gladky as an Executive Director “A", Chief Financial Officer ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby resolves to appoint Mr. Gladky as an Executive Director “A", Chief Financial Officer. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 8 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the authorization of the Board of Directors to have the Company repurchase shares in its own capital and determining the term for, and conditions of such a repurchase ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby adopts to authorize the Board of Directors to repurchase shares in the capital of the Company up to a maximum of 500,000 shares, being 2% of the currently issued and paid up share capital for a purchase price per share of up to PLN 125.00. To authorize that the repurchase shall take place through a broker in the open market and is for the purpose of meeting obligations arising from employee share option programs, or other allocations of shares to employees of the Company or of a group entity of the Company; to resolve that the authorization is valid for a period of eighteen months starting today. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 9 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the appointment of a person that may be temporarily charged with the management of the Company when all Directors are absent or unable to act (“ontstentenis of belet") ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby appoints Mr. Sergiy Kontiruk as the person that may be temporarily charged with the management of the Company in the event that all Directors are absent or unable to act. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 10 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the appointment of the Company’s external auditor for the financial year 2014 ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby entrusts the Board of Directors to enter into negotiations with Ernst&Young, KPMG, Deloitte&Touche, Pricewaterhousecoopers, Grant Thornton, BDO and Baker Tilly International and depend upon the results of these negotiations with these firms to enter into an engagement with one of these accounting firms for rendering audit services for the financial year 2014. §2 This resolution comes into force on the day of its adoption. ****** ___________________________________________________________________________________________________________ Resolution No. 11 of 18 June 2014 of the Annual General Meeting of Shareholders of the Company regarding the delegation to the Board of Directors of the authority to issue shares and cancel pre-emptive rights ___________________________________________________________________________________________________________ §1 The Annual General Meeting of Shareholders of the Company hereby authorizes the Board of Directors to (i) issue or to grant rights to subscribe for shares up to a maximum of 10% of the currently issued and paid in share capital and to (ii) limit or cancel any existing pre-emptive rights in connection therewith, all for a period of one year starting today, which authorization may not be withdrawn. §2 This resolution comes into force on the day of its adoption. ****** During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholder having 0.034% of the shares present and the votes to be cast at the meeting voted abstain Resolutions number 2 and 4. During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholder having 5.07% of the shares present and the votes to be cast at the meeting voted abstain Resolution number 5. During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholders having 0.28% of the shares present and the votes to be cast at the meeting voted abstain Resolution number 6. During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholders having 5.35% of the shares present and the votes to be cast at the meeting voted abstain Resolution number 7. During the Annual General Meeting of Shareholders, as is noted in the minutes thereof, one shareholder having 5.07% of the shares present and the votes to be cast at the meeting objected and voted against Resolution number 11 and no objection was raised with respect to the other Resolutions. | |
