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Current Report No. 11/2015

5 June 2015
Content of resolutions adopted by the Annual General Meeting

The Management Board of Fabryka Farb i Lakierów Śnieżka SA hereby presents the resolutions adopted by the Company’s Annual General Meeting dated 5 June 2015.


Resolution No. 1/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on electing the Chairperson
of the Annual General Meeting.

§ 1
Mr Stanisław Cymbor is appointed the Chairman of the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. with its registered office in Lubzina.
The election was approved unanimously.

 

Resolution No. 2/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on approving the agenda.

§ 1
Agenda:
1. Opening of the Meeting.
2. Electing the Chairperson of the Meeting.
3. Confirming that the General Meeting has been duly convened and is legally capable of adopting resolutions.
4. Approving the agenda.
5. Electing the Scrutineers.
6. Submitting by the Company's Management Board of the following:
a. Management Board’s report on the Company's activities for 2014.
b. Financial statements of the Company for 2014.
c. Motion regarding the proposed distribution of the Company's net profit for 2014.
d. Report on the activities of the Śnieżka Capital Group for 2014.
e. Consolidated financial statements of Śnieżka Capital Group for 2014.
f. Motion regarding proposed changes to the rules for remunerating the Supervisory Board Members.
7. Submitting by the Supervisory Board of the following:
a. Report on the evaluation of the Company's financial statements, the Management Board's report on the Company's activities and the motion regarding the proposed distribution of net profit for 2014.
b. Concise evaluation of the Company's situation.
c. Annual report on the Supervisory Board's activities. 
8. Discussing the matters tabled by the Management Board and the Supervisory Board.
9. Adopting resolutions on:
a. Approving the Management Board's report on the Company's activities and the financial statements for 2014.
b. Distributing net profit for 2014.
c. Approving the report on the activities of Śnieżka Capital Group for 2014 and the consolidated financial statements of the Śnieżka S.A. Capital Group for 2014.
d. Granting discharge to the members of the Company's bodies in respect of their performance of duties in 2014.
e. Determining new rules for remunerating the Supervisory Board Members.
10. Closing of the Meeting.
§ 2
This Resolution takes effect when adopted.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0


Resolution No. 3a/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on electing a Scrutineer.

§ 1
Mr Rafał Mikrut is hereby elected as Scrutineer.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 11,025,546
Votes against: 0
Votes abstained: 1,254,167

Resolution No. 3b/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on electing a Scrutineer.

§ 1
Mr Jerzy Pater is hereby elected as Scrutineer.
Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 3c/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on electing a Scrutineer.

§ 1
Mr Mariusz Kozioł is hereby elected as a Scrutineer.

Number of shares from which valid votes were cast: 9,079,713
% of issued share capital: 72.0%
Total number of valid votes: 11,079,713
including:
Votes for: 11,079,713
Votes against: 0
Votes abstained: 0


Resolution No. 4/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on approving the Management Board's Report on the Company's activities and the financial statements for 2014.

Pursuant to Article 395 § 2(1) of the Commercial Companies Code and Resolution of the Supervisory Board No. II/7/2015 dated 5 May 2015 regarding a motion to the General Meeting to approve the Management Board's report and the financial statements for 2014,

the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina resolves as follows:
§ 1
To approve the Management Board's report on the activities of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina for 2014.

§ 2
To approve the financial statements of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina for 2014 which comprise:

a) Statement of financial position as at 31 December 2014 showing total assets, equity and liabilities of PLN 309,365 thousand.
b) Statement of comprehensive income for the period from 1 January 2014 to 31 December 2014, showing comprehensive income of PLN 24,377 thousand and net profit of PLN 24,639 thousand.
c) Cash flow statement for the period from 1 January 2014 to 31 December 2014, showing a decrease in cash by PLN 7,571 thousand.
d) Statement of changes in equity, showing a decrease in equity in the period from 1 January 2014 and 31 December 2014 by PLN 7,605 thousand.
e) Notes on accounting policies and other explanatory information.
§ 3
The approved documents referred to in §§ 1 to 2 hereof are attached hereto.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 5/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on distributing net profit for 2014.

Pursuant to Article 395 § 2(2) of the Commercial Companies Code and the Supervisory Board Resolution No. II/9/2015 dated 5 May 2015 on approving the Management Board’s motion regarding the proposed distribution of net profit for 2014, the Annual General Meeting of Fabryka Farb i Lakierów ŚNIEŻKA S.A. in Lubzina 34a resolves as follows:

§ 1
To distribute the net profit for 2014 amounting to PLN 24,638,495.67:
1. 1. As dividend for the Shareholders, amounting to PLN 3.10 (three Polish zlotys and ten grosz) per share, i.e. totalling PLN 39,115,111.80
• 19 June 2015 is fixed as the record date.
• The dividend will be paid out on 3 July 2015.
2. As payment to the Subscribers, holders of subscriber certificates, in the amount of 0.5% of net profit to each subscribers, i.e. 2% of net profit totalling PLN 492,769.92
3. The difference amounting to PLN 14,969,386.05 will be accounted for using the supplementary capital.

§ 2
The Resolution will be implemented by the Company's Management Board.
Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,078,541
Votes against: 0
Votes abstained: 201,172

Resolution No. 6/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 05 June 2015 on approving the Management Board's report on the activities of Śnieżka Capital Group for 2014 and the consolidated financial statements of Śnieżka Capital Group for 2014.

Pursuant to Article 395 § 5 of the Commercial Companies Code and the Supervisory Board Resolution No. II/8/2015 dated 5 May 2015 regarding a motion to the General Meeting to approve the Management Board's report on the activities of Śnieżka Capital Group and the financial statements of Śnieżka Capital Group for 2014,

the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina resolves as follows:

§ 1
To approve the Management Board's report on the activities of Śnieżka Capital Group for 2014.

§ 2
To approve the 2014 consolidated financial statements of the Capital Group, whose parent entity is Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina, which comprise:

a) Consolidated statement of financial position as at 31 December 2014, showing total assets, equity and liabilities of PLN 332,857 thousand.
b) Consolidated statement of comprehensive income for the period from 1 January 2014 to 31 December 2014, showing comprehensive income of PLN 24,166 thousand and net profit of PLN 41,197 thousand.
c) Consolidated cash flow statement for the period from 1 January 2014 to 31 December 2014, showing a decrease in cash by PLN 10,358 thousand.
d) Statement of changes in consolidated equity, showing a decrease in equity in the period from 1 January 2014 and 31 December 2014 by PLN 9,788 thousand.
e) Notes on accounting policies and other explanatory information.


§ 3
The approved documents referred to in §§ 1 to 2 hereof are attached hereto.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 7a/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina resolves as follows:
§ 1
To grant discharge to Piotr Mikrut, President of the Company's Management Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 9,036,547
% of issued share capital: 71.6%
Total number of valid votes: 10,503,215
including:
Votes for: 10,503,215
Votes against: 0
Votes abstained: 0

Resolution No. 7b/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Witold Waśko, Vice-President of the Company's Management Board, in respect of his performance of duties in 2014.
Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 7c/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Joanna Wróbel-Lipa, Member of the Company's Management Board, in respect of her performance of duties in 2014.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 7d/2015
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Stanisław Cymbor, Member of the Company's Supervisory Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 7,738,046
% of issued share capital: 61.3%
Total number of valid votes: 9,071,378
including:
Votes for: 9,071,378
Votes against: 0
Votes abstained: 0

Resolution No. 7e/2015
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Jerzy Pater, Member of the Company's Supervisory Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 7,738,046
% of issued share capital: 61.3%
Total number of valid votes: 9,071,378
including:
Votes for: 9,071,378
Votes against: 0
Votes abstained: 0

Resolution No. 7f/2015
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Stanisław Mikrut, Member of the Company's Supervisory Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 10,246,380
% of issued share capital: 81.2%
Total number of valid votes: 12,113,048
including:
Votes for: 12,113,048
Votes against: 0
Votes abstained: 0

Resolution No. 7g/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Zbigniew Łapiński, Member of the Company's Supervisory Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 7h/2015
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:
§ 1
To grant discharge to Dariusz Orłowski, Member of the Company's Supervisory Board, in respect of his performance of duties in 2014.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 7i/2015
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on granting discharge to the Members of the Company's bodies

Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka S.A. in Lubzina
resolves as follows:

§ 1
To grant discharge to Anna Pater-Kowalska, Member of the Company's Supervisory Board, in respect of her performance of duties in 2014.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,279,713
Votes against: 0
Votes abstained: 0

Resolution No. 8/2015 
of the Annual General Meeting
of Fabryka Farb i Lakierów Śnieżka SA
with its registered office in Lubzina
adopted on 5 June 2015, on determining the rules for remunerating the Members of the Supervisory Board of Fabryka Farb i Lakierów Śnieżka Spółka Akcyjna.

Pursuant to item 9(e) of the Agenda of the Annual General Meeting, Article 392 § 1 of the Commercial Companies Code and § 10(1)(3) and (6) of the Company's Articles of Association, the Annual General Meeting of Fabryka Farb i Lakierów Śnieżka Spółka Akcyjna with its registered office in Lubzina resolves as follows:
§ 1
1. That the monthly remuneration of the Supervisory Board Members amount to twice the average monthly remuneration in the enterprise sector excluding distributions from profit in the fourth quarter of last year.
2. That the Supervisory Board Members be entitled to the remuneration referred to in paragraph 1 regardless of the frequency of duly convened meetings and irrespective of their service in the Supervisory Board.
3. That the remuneration be not payable for the month in which the Supervisory Board Member was absent at any of the formally convened meetings without any excuse. Whether an absence of the Supervisory Board Member at the Supervisory Board meeting is excused or not will be determined in the Supervisory Board resolution.
4. That the General Meeting may, at the request of the Supervisory Board or on its own initiative, give additional remuneration to the Supervisory Board Member delegated to perform individual acts of supervision equal to three times the average monthly remuneration in the enterprise sector excluding distributions from profit in the fourth quarter of last year.
5. That the remuneration referred to in paragraphs 1 and 4 be payable in arrears not later than the fifth day of each following month. The remuneration is charged to operating expenses of the Company.
6. That the performance of additional acts of supervision assigned to the Supervisory Board Members be evaluated by the Supervisory Board at its meetings.
7. That the Company calculate and withhold personal income tax against the remuneration referred to in paragraphs 1 and 4 in accordance with the Personal Income Tax Act.
8. That the Company calculates and withholds against the remuneration referred to in paragraphs 1 and 4 social security contributions under and subject to the Social Security System Act.

§ 2
This Resolution takes effect when adopted.

Number of shares from which valid votes were cast: 10,279,713
% of issued share capital: 81.5%
Total number of valid votes: 12,279,713
including:
Votes for: 12,078,541
Votes against: 0
Votes abstained: 201,172