| 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 07 May 2010 at Claude Debussylaan 54 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 2009 and the auditor’s reports, (d) a description of the proxy-voting procedure at the General Meeting through a Director, (e) the form of a power of attorney together with draft voting instructions, (f) draft amended remuneration policy are available on the Company's website: www.astartakiev.com. ****** RESOLUTION 1 With respect item 3 of the Agenda: Adoption of the annual accounts for the financial year 2009 To approve and adopt the annual accounts of the Company for the financial year 2009 as presented by the Board of Directors. ****** RESOLUTION 2 With respect item 4 of the Agenda: Granting of discharge to the Directors for their tasks during the financial year 2009 (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 3 With respect item 5 of the Agenda: Reappointment of the Directors (a) To appoint Mr. Ivanchyk as an executive director “A", CEO of the Company for the second four-year period of the office starting from the date of the AGM. (b) To appoint Mr. Rybin as an executive director “A", COFO of the Company for the second four-year period of the office starting from the date of the AGM. (c) To appoint Mr. Van Campen as an executive director “B", CCO of the Company for the second four-year period of the office starting from the date of the AGM. (d) To appoint Mr. Korotkov as a non-executive director “С", Chairman of the Board of the Company for the second four-year period of the office starting from the date of the AGM. (e) To appoint Mr. Bartoszewski as a non-executive director “С", Vice Chairman of the Board of the Company for the second four-year period of the office starting from the date of the AGM. ****** RESOLUTION 4 With respect item 6 of the Agenda: Adoption of the profit appropriation for the financial year 2009 and distribution of dividends To adopt the net profit appropriation for the financial year 2009 as presented by the Board of Directors; to add the amount of EUR 28,916,000 to the retained earnings and to distribute no dividends to the shareholders out of the profits realized in the financial year 2009. ****** RESOLUTION 5 With respect item 8 of the Agenda: Adoption of the amended remuneration policy of the Company To adopt the proposed amendment to the remuneration policy of the Company. ****** 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 2010 To entrust the Board of Directors to enter into negotiations with Ernst&Young Accountants N.V., KPMG Accountants N.V., Deloitte, Baker Tilly Berk B.V. and BDO CampsObers Holding N.V. 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 2010. ****** RESOLUTION 9 With respect item 12 of the Agenda: Delegation to the Board of Directors of the authority to issue 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. | |
