| Sadovaya Group S.A., a joint stock company under Luxembourg law, with registered office at L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte, registered in the Luxembourg Register of Companies under No. B 153.489, (the "Company"), hereby informs that the following resolutions were approved at the Company’s annual general meeting of shareholders held on 20 June 2012: 1. to consider (i) the Management report of the Board of Directors on the statutory annual accounts (unconsolidated) for the year ended 31 December 2011, drawn up according to generally accepted accounting principles in Luxembourg and (ii) the report of the Statutory Auditor (réviseur d’Entreprises agréé) for the year ended 31 December 2011. The Chairwoman tabled (i) the Management report of the Board of Directors on the statutory annual accounts (unconsolidated) for the year ended 31 December 2011, drawn up according to generally accepted accounting principles in Luxembourg and (ii) the report of the Statutory Auditor (réviseur d’Entreprises agréé) for the year ended 31 December 2011. The Board of Directors presented its report for the financial year ending 31 December 2011, which constitutes the management report (“Management Report") as defined by Luxembourg Law, covering the annual consolidated financial statements and the statutory annual accounts as of and for the year ended 31 December 2011, and for the accounting period then ended. As permitted by Luxembourg Law, the Board of Directors has elected to prepare a single Management Report covering both the Company and the Group. A copy of said report was ordered to be filed with the Minutes of the Meeting. FOR: 32,314,270 AGAINST: - ABSTAINING: - 2. to approve the statutory annual accounts (unconsolidated) for the year ended 31 December 2011, drawn up according to generally accepted accounting principles in Luxembourg for the year ended 31 December 2011. The Chairwoman proposed to approve the statutory annual accounts (unconsolidated) for the year ended 31 December 2011, drawn up according to generally accepted accounting principles in Luxembourg for the year ended 31 December 2011. FOR: 32,314,270 AGAINST: - ABSTAINING: - 3. to consider the Management report of the Board of Directors on the consolidated financial statements for the year ended 31 December 2011, drawn up in accordance with International Financial Reporting Standards as adopted in the European Union, and report of the Auditor (réviseur d’Entreprises agréé), as stated above in item 1. The Chairwoman tabled the same Management report as defined by Luxembourg Law, together with the annual consolidated financial statements and annual accounts as of and for the year ended 31 December 2011, and for the accounting period then ended and report of the Auditor (réviseur d’Entreprises agréé). FOR: 32,314,270 AGAINST: - ABSTAINING: - 4. to approve the consolidated financial statements for the year ended 31 December 2011, drawn up in accordance with International Financial Reporting Standards as adopted in the European Union. The Chairwoman proposed to approve the consolidated financial statements for the year ended 31 December 2011, drawn up in accordance with International Financial Reporting Standards as adopted in the European Union. FOR: 32,314,270 AGAINST: - ABSTAINING: - 5. to approve the discharge of the Board of Directors of the Company in respect of the proper performance of their duties for the year ended 31 December 2011 and to approve the discharge of Statutory Auditor (réviseur d’Entreprises agréé), Interaudit S.A., Cabiné de révision agréé, 119 Avenue de la Faïencerie L-1511 Luxembourg, for the execution of his mandate regarding the annual consolidated financial statements and annual accounts for the year ended 31 December 2011, and for the accounting period then ended. The Chairwoman proposed to the Meeting (i) to grant full and total discharge to the Board of Directors of the Company with respect to the annual consolidated financial statements and annual accounts for the year ended 31 December 2011, and for the accounting period then ended, (ii) to approve the discharge of the Statutory Auditor (réviseur d’Entreprises agréé), Interaudit S.A., Cabiné de révision agréé, 119 Avenue de la Faïencerie L-1511 Luxembourg, for the execution of his mandate regarding the annual consolidated financial statements and annual accounts for the year ended 31 December 2011, and for the accounting period then ended. FOR: 32,314,270 AGAINST: - ABSTAINING: - 6. to accept the resignation of Mr. Pierre Mestadgh, B Director and Mr. Pierre-Siffrein Guillet, B Director in respect of the proper performance of their duties for the year ended 31 December 2011 and to appoint their successors. The Chairwoman proposed to the Meeting to accept the resignation of Mr. Pierre Mestadgh, B Director and Mr. Pierre-Siffrein Guillet, B Director in respect of the proper performance of their duties for the year ended 31 December 2011 and to appoint their successors: Mr Eriks Martinovskis, B Director, professional residence address: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte; Mr Douwe Terpstra, B Director, professional residence address: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte. The mandate of the appointees will lapse at the Annual General Meeting of the year 2015 or until their successors have been duly elected. FOR: 32,314,270 AGAINST: - ABSTAINING: - 7. to grant the special discharge to B Directors of the Company, Mr. Pierre Mestadagh and Mr. Pierre-Siffrein Guillet, for the period from 1st January 2012 until the present Meeting. The Chairwoman proposed to grant full and total special discharge to B Directors of the Company, Mr. Pierre Mestadgh and Mr. Pierre-Siffrein Guillet, for the period from 1st January 2012 until the present Meeting. FOR: 32,314,270 AGAINST: - ABSTAINING: - 8. to approve the transfer of the registered office from L-2086 Luxembourg, 412F, route d’Esch to L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte as from 20 June, 2012. The Chairwoman proposed to approve the transfer of the registered office from L-2086 Luxembourg, 412F, route d’Esch to L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte as from 20 June, 2012. FOR: 32,314,270 AGAINST: - ABSTAINING: - 9. to approve the adoption of the remuneration policy. With respect to the financial year ended on 31 December, 2011, the Chairwoman notified that Nadiya Tanushkina, A Director, Olena Abrosimova, A Director, Vitaliy Dovgal, A Director, Oleksandr Miroshnyk, A Director, Iryna Daryina, A Director, who resigned on September 20, 2011, were paid for their services as managers of the Company Group. It should be noted further that certain Directors had relationships in other capacities with members of Sadovaya Group S.A. and the terms of such relationships were set out in appropriate contracts with the members of Sadovaya Group S.A. Group. The Chairwoman further notified the General Meeting that current A Directors, Mr. Oleksandr Tolstoukhov and Mr. Sergiy Stetsurin, are not and will not be compensated for their services. FOR: 32,314,270 AGAINST: - ABSTAINING: - Legal grounds: article 56.1 in connection with article 56.6 of the Act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organised trading system and on public companies. | |
