RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. HELD ON MARCH 29TH PDF

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RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. HELD ON MARCH 29TH 2017 TO APPOINT THE CHAIRPERSON OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY

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RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. HELD ON MARCH 29TH 2017 TO APPOINT THE CHAIRPERSON OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. Acting pursuant to Art of the Commercial Companies Code, Art of the Company s Articles of Association, and Par. 14 of the Rules of Procedure for the General Meeting of the Company, the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. resolves as follows The Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. appoints Mr/Ms as Chairperson of the Meeting. The resolution is of a formal and organisational nature according to: Art of the Commercial Companies Code, reading: Unless the provisions of this Section or of the company s articles of association provide otherwise, a general meeting shall be opened by the chairperson or deputy chairperson of the supervisory board and, subsequently, the chairperson of the general meeting shall be elected from among the persons entitled to participate in the meeting. In the event of their absence, the meeting shall be opened by the president of the management board or a person designated by the management board. Art of the Company s Articles of Association, reading: A General Meeting shall be opened by the Chairperson or Deputy Chairperson of the Supervisory Board, and in the event of their absence by the President of the Management Board or a person designated by the Management Board. Then, subject to Art and Art , the Chairperson of the General Meeting shall be elected from among the persons entitled to participate in the General Meeting. Par. 14 of the Rules of Procedure for the General Meeting, reading: Subject to Art and Art of the Commercial Companies Code, the Chairperson of the General Meeting shall be elected, in a secret ballot, from among the individuals eligible to participate in the General Meeting. If only one candidate has been nominated for the Chairperson of the General Meeting, the Chairperson may be elected by acclamation, unless any of the attendees has requested that the Chairperson be elected by a secret ballot. RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. HELD ON MARCH 29TH 2017 TO ADOPT THE AGENDA FOR THE MEETING Acting pursuant to Par of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. resolves as follows The Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. adopts the following agenda for the Meeting: 1. Opening of the Extraordinary General Meeting and appointment of the Chairperson. 2. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions. 3. Adoption of the agenda. 4. Appointment of the Ballot Counting Committee. 5. Adoption of a resolution to determine the amounts of remuneration for members of the Company s Supervisory Board. 6. Adoption of a resolution to determine the rules of remuneration for members of the Company s Management Board. 7. Closing of the Meeting. The resolution is of a formal and organisational nature according to Par of the Rules of Procedure for the General Meeting, reading: The General Meeting may approve the agenda without change, may change the order of business or remove certain items from the agenda. RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY ZAKŁADY CHEMICZNE POLICE S.A. HELD ON MARCH 29TH 2017 TO APPOINT A BALLOT COUNTING COMMITTEE Acting pursuant to a) Par and b) Par of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. resolves as follows a) The Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. appoints the Ballot Counting Committee consisting of: b) The Extraordinary General Meeting resolves not to appoint a Ballot Counting Committee as the Meeting will use an electronic ballot counting system. 1 The resolution is of a formal and organisational nature according to Par of the Rules of Procedure for the General Meeting, reading: The Ballot Counting Committee shall be composed of three to five members elected by the General Meeting. The Ballot Counting Committee may include persons who are not shareholders. Otherwise, under Par of the Rules of Procedure for the General Meeting: At the Chairperson s request, subject to its approval by the General Meeting, the General Meeting may resolve not to elect a Ballot Counting Committee. 1 Either (a) or (b) can be selected. Resolution No... of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. held on.. to determine the rules of remuneration for Members of the Supervisory Board of Grupa Azoty Zakłady Chemiczne Police S.A. Acting pursuant to Art and Art of the Act on Rules of Remunerating Persons Who Manage Certain Companies of June 9th 2016 (Dz.U. of 2016, item 1202, as amended), and in accordance with Art of the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A. (the Company ), the Company s Extraordinary General Meeting resolves as follows: The monthly remuneration for the Supervisory Board members shall be equal to the average monthly remuneration in the enterprise sector (net of bonuses paid from profit) in the fourth quarter of the preceding year, as announced by the President of the Central Statistical Office (GUS), multiplied by the following factors: a) 1.7 for the Chairperson of the Supervisory Board, b) 1.6 for the Deputy Chairperson of the Supervisory Board, c) 1.5 for other Members of the Supervisory Board. This Resolution was passed by an open ballot. The resolution is subject to vote at the request of the shareholder Grupa Azoty S.A., dated February 23rd The request was submitted in connection with the obligation to bring the terms of remuneration of management body members in line with the Act on Rules of Remunerating Persons Who Manage Certain Companies, dated June 9th 2016. Resolution No... of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. held on. to determine the rules of remuneration for Members of the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. Acting pursuant to Art ), Art. 4.1, Art ), Art. 5.1 and Art. 6, Art. 7 and Art. 8 of the Act on Rules of Remunerating Persons Who Manage Certain Companies of June 9th 2016 (Dz.U. of 2016, item 1202, as amended), the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police S.A. (the Company ) resolves as follows: 1. A management contract shall be concluded with a Management Board Member for the period of such Member s appointment (the Contract ). The Contract shall require the Member to provide management services personally, irrespective of whether the Member provides such services as part of their business activity. 2. The Contract shall be drawn up by the Supervisory Board, in accordance with the provisions of the Act on Rules of Remunerating Persons Who Manage Certain Companies, dated June 9th 2016 (the Act ) and in accordance with this Resolution. 1. Total remuneration of a Member of the Company s Management Board shall be composed of a fixed component in the form of a monthly base pay ( Fixed Remuneration ) and a variable component representing additional remuneration payable for the Company s financial year ( Variable Remuneration ). 2. Fixed Remuneration of individual Management Board Members shall range from 7 (seven) to 15 (fifteen) times the average monthly remuneration in the enterprise sector, net of bonuses paid from profit, in the fourth quarter of the previous year, as announced by the President of the Central Statistics Office of Poland. 3. The General Meeting hereby authorises the Supervisory Board to define the amounts of Fixed Remuneration for individual Members of the Management Board in accordance with Section 2.2 above. Section 3 1. The Variable Remuneration shall depend on the progress of implementation of management objectives (the Management Objectives ) and shall not exceed 100% of the Fixed Remuneration in the previous financial year for which the Variable Remuneration is calculated. 2. A Management Board Member shall be entitled to receive the Variable Remuneration provided that: the financial statements for the previous financial year and the Directors Report on the Company s operations in the previous financial year are approved, the Management Board Member is granted discharge in respect of performance of their duties, the Management Board submits a report on implementation of Management Objectives, the Supervisory Board adopts a resolution on implementation of Management Objectives and the amount of Variable Remuneration due. 3. The Management Objectives for a given financial year, the manner of assessing the degree of their implementation, including in particular the definition of indicators showing the implementation of the objectives, the method of measuring individual values, weights allocated to individual objectives, a list of documents necessary to prove the implementation of Management Objectives in a given financial year, and the amount of Variable Remuneration due shall be determined in a separate resolution of the Supervisory Board. 4. The following objectives are set as separate Management Objectives whose achievement is a precondition for payment of Variable Remuneration: 1) definition and application of the rules governing remuneration of members of the management and supervisory bodies of the Company s subsidiaries in a manner reflecting the rules stipulated in the Act; 2) performance of the duties specified in Art , Art. 22 and Art. 23 of the Act on State Property Management of December 16th If a Member s mandate expires during or after the end of the financial year assessed in terms of implementation of Management Objectives, the Member shall not lose the right to Variable Remuneration. If a Member s mandate expires during a financial year, the Variable Remuneration amount shall be determined pro rata to the Member s length of service during such financial year. Section 4 1. The Contract shall oblige Management Board Members to notify the Company of an intention to hold positions on the governing bodies of other commercial-law companies or acquisition of shares in such companies. The Contract may also prohibit Management Board Members from holding positions on the governing bodies of any other commercial-law companies and may impose other restrictions on the Members other activities outside the Company. 2. A Management Board Member may not receive remuneration for holding positions on the governing bodies of subsidiaries within the Company s group within the meaning of Art of the Competition and Consumer Protection Act of February 16th The Supervisory Board is hereby authorised to define the prohibitions and restrictions referred to in Sections above, as well as to introduce the obligation to report on compliance with such prohibitions and restrictions, and sanctions for failure to observe the prohibitions and restrictions. Section 5 1. In the Contract, the Supervisory Board shall define what technical equipment and resources owned by the Company, necessary for Members to perform their functions, will be made available to the Management Board Members, as well as the limits (or rules of defining such limits) on costs to be paid by the Company in connection with making such equipment and resources available to the Management Board Members and their use in the performance of the Members professional duties. 2. The Contract may also define the terms of the Management Board Member s personal use of the Company s assets. Section 6 1. In the event of expiry of a Management Board Member s mandate, including in particular as a result of the Member s death, removal or resignation, the Contract, also with a notice period pending, shall terminate on the last day on which the Member holds the position under the Contract, without any notice period and with no further action required. 2. Where a Contract is terminated by mutual consent, the notice period shall be no longer than 3 (three) months. 3. The Contract may provide for various notice periods, depending on how long the Management Board Member has held the position, or may stipulate that the notice period expires at the end of a calendar month. 4. Each Party shall have the right to terminate the Contract against a notice of up to 3 (three) months, or with immediate effect in the event of material breach of the Contract by either Party. 5. The Management Board Member may receive a severance payment of up to 3x (three times) the Fixed Remuneration, provided that the Member has held the position for at least 12 (twelve) months prior to the termination. 6. The Management Board Member shall not have the right to receive the severance pay referred to in Section 6.5 if: the Contract is terminated due to gross breach of the contractual obligations, the Contract is terminated or amended due to change of the Management Board Member s position or function on the Management Board, the Contract is terminated or amended due to the Management Board Member s appointment to the Management Board for another term of office, the Management Board Member is appointed to the management board of a company from the Company s Group, the Management Board Member has resigned. Section 7 1. The Supervisory Board may conclude with a Management Board Member a non-compete agreement binding on the Member after they no longer hold their position. Such agreement may be concluded only if the Member has served on the Management Board for at least 3 (three) consecutive months. 2. The non-compete agreement may not be concluded after termination of the Contract. 3. The non-compete period shall be no longer than 6 (six) months from the moment the Management Board Member ceases to hold the position. 4. If a Management Board Member fails to perform or improperly performs their obligations under the non-compete agreement, the Member shall pay the Company a contractual penalty equal to or higher than the compensation due for the entire non-compete period. 5. The non-compete agreement shall expire before the end of the period for which it has been concluded if the Management Board Member becomes a member of a governing body of another company within the meaning of Art of the Act. Section 8 This Resolution was passed by an open ballot. The resolution is subject to vote at the request of the shareholder Grupa Azoty S.A., dated February 23rd The request was submitted in connection with the obligation to bring the terms of remuneration of management body members in line with the Act on Rules of Remunerating Persons Who Manage Certain Companies, dated June 9th 2016.
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