Reports
08/2009 - Drafts of GMS resolutions
Current report No. 8/2009 - dated: 19 June 2009
Subject: Drafts of GMS resolutions
Legal grounds: Art. 56 sec. 1 par. 2 of the Act on public offering – current and periodic information.
Proposals for resolution of the Ordinary General Meeting which will proceed 30th June 2009
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on election of the Chairman of the Meeting
Under § 11 the General Meeting of SIMPLE S.A. elects as the Chairman of the Meeting holding on 30th June 2009 Mrs./Mr. …
of the Ordinary General Meeting of SIMPLE S.A. 30th June 2009,
on accepting the agenda
The General Meeting of SIMPLE S.A. accepts the following agenda:
- Opening the General Meeting,
- Election of the Chairman of the Meeting.
- Stating the correctness of convening the Meeting and its ability to adopt resolutions.
- Accepting the agenda.
- Election of returning committee.
- Considering of the Supervisory Board’s report for 2008.
- Considering the report of the Management Board on business activity and the activity of SIMPLE Capital Group, financial statement of the Company and the financial statement of SIMPLE Capital Group for the year 2008.
- Approval of the report of the Management Board on business activity for the year 2008.
- Approval of the financial statement for the year 2008.
- Adopting the resolution on profit distribution for the year 2008.
- Approval of the report of the Management Board on business activity of the SIMPLE Capital Group for the year 2008.
- Approval of the consolidated financial statement of the Capital Group SIMPLE for the year 2008.
- Granting the vote of acceptance to the members of the Company’s Management Board for discharge of their duties in 2008.
- Granting the vote of acceptance to the members of the Company’s Supervisory Board for discharge of their duties in 2008.
- Adopting the resolution on purchase of the own shares by SIMPLE S.A. ,under the art. 362 § 1 par. 2 Commercial Companies Code, which will be offered to be purchase by the employees or persons, who was employed in the Company or related Company for the period at least 3 years.
- Free motions.
- Closing the Meeting.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on appointing the returning committee
The General Meeting of SIMPLE S.A. appoints the returning committee with the following content:
1. ..................................
2. ..................................
3. ..................................
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
On approval and acceptance of the Management Board’s report
on business activity in 2008
Under the art. 395 § 2 pt 1) of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The Management Board’s report on business activity in 2008 is approved.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on approval and acceptance of the financial statement
for 2008
Under the art. 395 § 2 pt 1) of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
After considering the financial statement for 2008 presented together with the opinion and report of the statutory auditor from studying this financial statement, the financial statement for 2008 including :
- Balance sheet as for 31st December 2008. closing on assets and liabilities with the amount 13,938,784.33 PLN (say: thirteen millions nine hundred thirty eight thousands one hundred eighty four zlotys 33/100)
- Profit and loss statement for the period from 1st January to 31st December 2008, closing the net profit with the amount of 423,903.89 PLN (say:four hundred twenty three thousands nine hundred three zlotys 89/100)
- Cash-flow statement for the period 1st January to 31st December 2008,
- Changes in the equity for the period from 1st January to 31st December 2008,
- Additional information to the financial statement for 2008.is approved.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on using the profit of the Company for 2009
Pursuant to the art. 395 § 2 pt 2) of the Commercial Companies Code and § 6 sec. 5 par. c of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
- The Company’s profit for the fiscal year 2008 in the amount 423,903.89 PLN (say: four hundred twenty three thousands nine hundred three zlotys 89/100) is forwarded to increase the supplementary capital of the Company.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on approval and acceptance of the Management Board’s report
on business activity of the SIMPLE Capital Group for the year 2008.
Under the art. 395 § 2 par. 1. of the Commercial Companies Code and § sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
Report on the business activity of Capital Group for the year 2008 is approved.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on approval of the consolidated financial statement of the Capital Group SIMPLE for the year 2008.
Under the art. 395 § 2 par. 1 of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
After considering the financial statement of the SIMPLE Capital Group for 2008 presented together with the opinion and report of the statutory auditor from studying this financial statement, the financial statement for 2008 including:
- Balance sheet as for 31st December 2008, closing the assets and liabilities with the amount 14,204,220.77 PLN (say: fourteen millions two hundred four thousands two hundred twenty zlotys 77/100)
- Profit and loss statement for the period from 1st January to 31st December 2008, closing the net profit with the amount of 425,070.89 PLN (say: four hundred twenty five thousands seventy zlotys 89/100)
- Cash-flow statement for the period 1st January to 31st December 2008,
- Changes in the equity of the SIMPLE Capital Group for the period from 1st January to 31st December 2008,
- Additional information to the financial statement of the SIMPLE Capital Group for 2008.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Management Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Member of the Management Board Mr. Michał Siedlecki.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Management Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Member of the Management Board Mr. Dariusz Kacperczyk.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Józef Taran.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Tomasz Balin.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Andrzej Mickiewicz.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Krzysztof Kontek.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Andrzej Lekston.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mrs. Elżbieta Zybert.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Andrzej Bogucki.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mrs. Joanna Mitura.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on granting the vote of acceptance to the Member of the Supervisory Board
for discharge his duties in 2008.
Pursuant to the art. 395 § 2 par. 3. of the Commercial Companies Code and § 6 sec. 5 par. a of the Articles of Association the General Meeting of SIMPLE S.A. states as follows:
The vote of acceptance for discharge the duties in 2008, is granted to Mr. Jacek Kuroś.
The resolution is effective as of being adopted.
of the Ordinary General Meeting SIMPLE S.A. of 30th June 2009
on purchase of the own shares by SIMPLE S.A. ,Pursuant to the art. 362 § 1 par. 2 Commercial Companies Code, which will be offered to be purchased by the employees or persons, who were employed in the Company or related Company for the period at least 3 years.
Under the art. 393 par. 6 of the Commercial Companies Code, the General Meeting of Shareholders of SIMPLE S.A. states as follows:
The consent is expressed to purchase by SIMPLE S.A. the own shares in order to offer them to be purchased by the employees or persons who were employed in SIMPLE S.A. or in related company for the period at least three years, pursuant to the art. 362 § 1 par. 1) of the Commercial Companies Code.
The Management Board of SIMPLE S.A. is authorized to implement the program of shares purchase for the purpose specified in §1 of this resolution hereinafter referred as to the Program pursuant to the principles below:
- The own shares purchasing program includes the Company's shares listed at WSE.
- The own shares may be purchased to 30th June 2010
- The subject of purchase may be the Company's own shares covered in full.
- The total nominal value of purchased shares cannot exceed 20% of the share capital of the Company.
- The shares covered by the Program will be purchased by the Company within the range of the amount not exceeded the supplementary capital established for this purpose.
- In order to make the purchase of own shares pursuant to this resolution available the supplementary capital in the amount 500 000 PLN (say: five hundred thousands zlotys) is established by forwarding this amount from the reserve capital of the Company.
- The Management Board is entitled to purchase the own shares of the Company at the price which cannot be higher than the price of the least independent trade and the higher, current, independent offer in the transactions concluded at WSE.
- The shares can’t be for superior price obtained than 10 PLN (say: ten zlotys)
- The Management Board shall adopt the Program's regulations and present it to be approved by the Supervisory Board. The list of persons authorized to participate in the Program and the number of own shares to be offered will be made by the Management Board.
The Management Board acting in the Company’s interest is entitled to:
- Finish the Program before the date indicated in §2 par. 2 of this resolution, it concerns also situation when the supplementary capital intended for this purpose was not used at all;
- Resign from implementing the whole Program;
- Represent the Company in all matters related to this resolution, which were not reserved to the competences of other Company’s bodies, including to take all activities in NDS and WSE and other institutions of the capital market, including the brokerage offices, if necessary.
The Ordinary General Meeting of Shareholders obliges the Management Board to publish the information concerning Program implementation, pursuant to the law.
The resolution is effective as of being adopted.