| The Board of Directors of ASTARTA Holding N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company") acting pursuant to the articles of association of the Company (“Articles of Association") presents draft resolutions to be voted on and adopted by the General Meeting of Shareholders at the occasion of the Annual General Meeting of Shareholders, to be held on 14 June 2012 at J.J. Viottastraat 52, 1071 JT in Amsterdam, the Netherlands, at 9:00 a.m. local time (the “AGM"). All documents prepared for purposes of the AGM, including (a) the General Meeting agenda, (b) the Shareholders’ Circular, (c) the Company’s Annual Report containing the report of the Board of Directors, the annual accounts for the financial year 2011 and the auditor’s reports, (d) a description of the proxy-voting procedure at the General Meeting through a Director, and (e) the form of a power of attorney together with draft voting instructions are available on the Company's website: www.astartakiev.com. As at the date hereof, the issued share capital of the Company consists of 25,000,000 shares with a nominal value of EUR 0.01 each. Each shares gives the right to cast one vote. ****** RESOLUTION 1 With respect to item 3 of the Agenda: Approving that the annual report and annual accounts for the financial years 2011 and 2012 are prepared in a different language than the Dutch language To resolve that the annual report and annual accounts for the financial years 2011 and 2012 are prepared in a different language than the Dutch language. ****** RESOLUTION 2 With respect item 4 of the Agenda: Adoption of the annual accounts for the financial year 2011 To approve and adopt the annual accounts of the Company for the financial year 2011 as presented by the Board of Directors. ****** RESOLUTION 3 With respect item 5 of the Agenda: Granting of discharge to the Directors for their tasks during the financial year 2011 (a) To grant discharge to Mr. Ivanchyk, for all acts of management performed 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 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 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 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 for and on behalf of the Company for as far as appear from the Company’s books. ****** RESOLUTION 4 With respect item 6 of the Agenda: Adoption of the profit appropriation for the financial year 2011 and distribution of dividends To adopt the net profit appropriation for the financial year 2011 as presented by the Board of Directors; to add the amount of EUR 87,530 thousand to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2011. ****** RESOLUTION 5 With respect to item 8 of the Agenda: 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. 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 (i) debt financial instruments exchangeable for or convertible into equity instruments and/or (ii) 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. ****** RESOLUTION 6 With respect to the item 9 of the Agenda: Authorization of person to represent the Company in the event of a conflict of interest To appoint Mr. Ivanchyk to represent the Company in the event that the Company has a conflict of interest with a Director, in the event that that a Director in private enters into an agreement with, or is party in a legal proceeding between him and the company. ****** RESOLUTION 7 With respect item 10 of the Agenda: 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") To appoint 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. ****** RESOLUTION 8 With respect item 11 of the Agenda: Appointment of the Company’s external auditor for the financial year 2012 To entrust the Board of Directors to enter into negotiations with Ernst&Young, KPMG, Deloitte and PwC and pending the results of negotiations with these firms, to enter into an engagement with one of these accounting firms for rendering audit services for the financial year 2012. ****** RESOLUTION 9 With respect item 12 of the Agenda: Delegation to the Board of Directors of the authority to issue shares, grant options to acquire shares and cancel pre-emptive rights To authorize 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 up share capital and to (ii) limit or cancel any existing pre-emptive rights, all for a period of one year starting today, which authorization may not be withdrawn. | |
