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Report no. 15/2023

Aktualności EN 4 April 2023

The Management Board of Stalexport Autostrady S.A. (hereinafter referred to as the Company or the Issuer) hereby informs that the Company’s Ordinary General Meeting (hereinafter: the Meeting) was held on 4 April 2023 in Katowice.

The Company’s Ordinary General Meeting adopted - without demur - the following resolutions:

 Resolution No. 1

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice of 04 April 2023

on the election of the Chairperson of the Ordinary General Meeting

 §1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice elects Mr Rafał Sasiak as Chairperson of the Ordinary General Meeting.

 §2

The resolution enters into force upon adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 177,252,835 shares, what constitutes 71.69 % of the share capital. The total number of valid votes: 177,252,835, including: votes “voting for” 177,252,835, votes “against” 0 (zero), votes “abstained” 0.

Resolution No. 2

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice of 04 April 2023 on the approval of the agenda

 §1

The Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice hereby approves the agenda as specified in the notice convening the Meeting.

 §2

The resolution enters into force upon adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,999, votes “against” 0 (zero), votes “abstained” 0.

 Resolution No. 3

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on the approval of the Report of the Supervisory Board of

Stalexport Autostrady S.A. for the financial year 2022

 §1

Pursuant to art. 395 §5  and 382 § 3 point 3 of the Commercial Companies Code the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice approves the Report of the Supervisory Board of Stalexport Autostrady for the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 4

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on the approval of the separate financial statements of Stalexport Autostrady S.A.

for the financial year 2022

 §1

Pursuant to Article 395 § 2(1) of the Commercial Companies Code and to § 24(1)(1) of the Company’s Articles of Association, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the separate financial statements of the Company for the financial year 2022, including the following items:

  1. separate statement of financial position as at 31 December 2022, showing a total balance of assets and liabilities in the amount of PLN 311,975,118.72 (three hundred eleven million nine hundred seventy-five thousand one hundred eighteen zlotys seventy-two groszy),
  2. separate statement of comprehensive income for the period from 01 January 2022 to 31 December 2022, showing a net profit of PLN 48,977,202.72 (forty-eight million nine hundred seventy-seven thousand two hundred two zlotys seventy-two groszy) and total comprehensive income of PLN 48,958,002.09 (forty-eight million nine hundred fifty-eight thousand two zlotys nine groszy),
  3. separate statement of changes in equity for the period from 01 January 2022 to 31 December 2022, showing a decrease in equity by the amount of PLN 10,384,883.43 (ten million three hundred eighty-four thousand eight hundred eighty-three zlotys forty-three groszy),
  4. separate statement of cash flows for the period from 01 January 2022 to 31 December 2022, showing a decrease in cash by the amount of PLN 9,293,437.42 (nine million two hundred ninety-three thousand four hundred thirty-seven zlotys forty-two groszy),
  5. notes to the separate financial statements including information about the accounting policy adopted and other explanatory information.

§2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 5

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on the approval of the consolidated financial statements of the Stalexport Autostrady S.A. Group

for the financial year 2022

 §1

Pursuant to Article 395 § 5 of the Commercial Companies Code and to § 24(1)(6) of the Company’s Articles of Association, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the consolidated financial statements of the Stalexport Autostrady S.A. Group for the financial year 2022, including the following items:

  1. consolidated statement of financial position as at 31 December 2022, showing a total balance of assets and liabilities in the amount of PLN 1,430,877 thousand (one billion four hundred thirty million eight hundred seventy-seven thousand zlotys),
  2. consolidated statement of comprehensive income for the period from 01 January 2022 to 31 December 2022, showing a total net profit of PLN 85,669 thousand (eighty-five million six hundred sixty-nine thousand zlotys) and a total comprehensive income of PLN 85,776 thousand (eighty-five million seven hundred seventy-six thousand zlotys),
  3. consolidated statement of changes in equity for the period from 01 January 2022 to 31 December 2022, showing a increase in equity by the amount of PLN 21,565 thousand (twenty-one million five hundred sixty-five thousand zlotys),
  4. consolidated statement of cash flows for the period from 01 January 2022 to 31 December 2022, showing an increase in cash by the amount of PLN 8,321 thousand (eight million three hundred twenty-one thousand zlotys),
  5. notes to the consolidated financial statements including information about the accounting policy adopted and other explanatory information.

§2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 6

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on the approval of the Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group for the financial year 2022

 §1

Pursuant to Article 395 § 2(1) the Commercial Companies Code and to § 24(1)(6) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and approves the Report of the Management Board on the activities of the Company and of the Stalexport Autostrady S.A. Group for the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 7

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on distribution of the net profit for the financial year 2022, dividend payment,

fixing the dividend date and the dividend payment date

 §1

Pursuant to Article 395 § 2(2), Article 396 § 5, Article 348 § 1 and § 4 of the Code of Commercial Companies and Partnerships and to § 24(1)(2) of the Company's Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice decides to allocate net profit for the financial year 2022 in amount of PLN 48,977,202.72 (forty-eight million nine hundred seventy-seven thousand two hundred two zlotys seventy-two groszy) in total for payment of dividend.

§2

Pursuant to Article 348 § 1 and to Article 396 § 5 of the Code of Commercial Companies and Partnerships, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice decides to pay dividend to Company's shareholders in the total amount of PLN 49,452,404.60 (say: forty nine million four hundred fifty two thousand four hundred four zlotys and sixty groszy), which means that the dividend shall amount to PLN 0.20 (say: twenty groszy) per one share, whereas the amount of payable dividend consists of:

  1. funds from distribution of net profit for the financial year 2022 in the amount of PLN 48,977,202.72 (say: forty eight million nine hundred seventy seven thousand two hundred two zlotys seventy two groszy),
  2. funds accumulated on retained earnings derived from the profit generated by the Company in previous years, in the amount of PLN 11,234.78 (say: eleven thousand two hundred thirty four zlotys seventy eight groszy),
  3. funds accumulated on supplementary capital in the amount of PLN 463,967.10 (say: four hundred sixty three thousand nine hundred sixty seven zlotys ten groszy).

§3

Pursuant to Article 348 § 3 and § 5 of the Code of Commercial Companies and Partnerships and to § 28(2) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. sets 13 April 2023 as the dividend date and 25 April 2023 as the dividend payment date.

§4

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 181,185,009, votes “against” 0 (zero), votes “abstained” 1,270,990.

Resolution No. 8

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the President of the Management Board Mr. Emil Wąsacz,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the President of the Management Board Mr. Emil Wąsacz, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 9

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the Vice-President of the Management Board Mr. Mariusz Serwa,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the Vice-President of the Management Board Mr. Mariusz Serwa, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 10

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Stefano Bonomolo,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board Mr. Stefano Bonomolo, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 11

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Nicola Bruno,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants discharge to the member of the Supervisory Board Mr. Nicola Bruno, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 12

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Massimo Di Casola,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board Mr. Massimo Di Casola, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 13

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Tomasz Dobrowolski,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to§ 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board Mr. Tomasz Dobrowolski, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 14

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Marco Stocchi Grava,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies and Partnerships and to§ 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board Mr. Marco Stocchi Grava, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 15

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Andrzej Kaczmarek,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge by the member of the Supervisory Board Mr. Andrzej Kaczmarek, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 16

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Ms. Enrica Marra,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge by the member of the Supervisory Board Ms. Enrica Marra, acknowledging the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 17

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on granting discharge to the member of the Supervisory Board Mr. Roberto Mengucci,

acknowledging the performance of his duties in the financial year 2022

 §1

Pursuant to Article 395 § 2(3) of the Commercial Companies Code and to § 24(1)(3) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice grants the discharge to the member of the Supervisory Board Mr. Roberto Mengucci, acknowledging of the performance of his duties for the whole time in office in the financial year 2022.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 182,455,348, votes “against” 0 (zero), votes “abstained” 651.

Resolution No. 18

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on issuing of opinion concerning the “Report on remuneration of the members of the Management Board and of the Supervisory Board of Stalexport Autostrady S.A. in the financial year 2022”

 §1

Pursuant to Article 90g(6) of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading, and on public companies, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice has examined and evaluated positively the “Report on the remuneration of the members of the Management Board and of the Supervisory Board of Stalexport Autostrady S.A. in the financial year 2022” accepted by the Supervisory Board.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 181,990,394, votes “against” 465,605, votes “abstained” 0.

Resolution No. 19

of the Ordinary General Meeting of Shareholders

Stalexport Autostrady S.A. with its registered office in Mysłowice

dated 4 April 2023

on: amendment to the Statutes of Stalexport Autostrady S.A. with its registered office in Mysłowice.

 §1

Pursuant to Article 430 § 1 of the Commercial Companies Code and § 24 clause 1 item 7 of the Company's Articles of Association, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice resolves to amend the Company’s Statutes so that:

 1. § Paragraph 10.3 of the Statutes shall have the following new wording:

 “The members of the Management Board shall be appointed for a joint term of three years and their terms of office shall expire no later than on the date of the General Meeting approving the financial statements for the last full financial year in which they served as members of the Management Board."

 2. §10.4 of the Company’s Statutes shall have the new following wording:

 “The term of office of the members of the Management Board is calculated in full financial years. Reappointment of the same person as a member of the Management Board is permitted, but not earlier than one year before the expiry of the current term of office”.

3. §11.5 of the Company’s Statutes shall have the following new wording:

“Management board resolutions are minuted. The minutes should include the agenda of the meeting, the names of the Management Board members participating in the vote and the number of votes cast for each resolution. The minutes shall also indicate the dissenting opinion of the member of the Management Board and the reasons for it, if any. The minutes shall be signed by at least the member of the Management Board chairing the meeting or managing the vote."

4. §14.2 of the Company’s Statutes shall have the following new wording:

“The term of office of the Supervisory Board is three years. The term of office is calculated in full financial years. The terms of office of the members of the Supervisory Board shall expire on the date of the General Meeting approving the financial statements for the last full financial year in which they served as members of the Supervisory Board."

 5. §15.1 of the Company’s Statutes shall have the following new wording:

 “The Supervisory Board shall elect a Chairman of the Supervisory Board, a Deputy Chairman of the Supervisory Board and a Secretary at its first meeting and shall hold a by-election at its next meeting if necessary."

 6. §15.3 of the Company’s Statutes shall have the following new wording:

“The Supervisory Board may dismiss the Chairperson, the Deputy Chairperson or the Secretary of the Board.”

7. §16.1 of the Company’s Statutes shall have the following new wording:

 “Meetings of the Supervisory Board should be convened as required, but at least once in each quarter of the financial year."

 8. A new paragraph 5 is added to § 17 of the Statutes with the following wording:

“Resolutions may only be passed on matters included in the agenda of the meeting, unless all members of the Supervisory Board are present at the meeting and agree to supplement the agenda and to vote on a matter not previously included in the agenda."

9. A new paragraph 6 is added to § 17 of the Statutes with the following wording:

“The performance by the board of directors of the disclosure obligations set out in Article 3801 § 1 and 2 of the Code of Commercial Companies is excluded. The Supervisory Board is authorised, by means of a resolution, to determine the rules for the provision of information to the Supervisory Board by the Management Board."

10. §18.2.3 of the Company’s Statutes shall have the following new wording:

"preparing and submitting to the general meeting an annual written report for the previous financial year (report of the supervisory board) in accordance with Article 382 § 31 of the Code of Commercial Companies."

11. §18.3.2 of the Company’s Statutes shall have the following new wording:

 “appointment and dismissal of individual or all members of the Management Board".

 12. §18.3.5 of the Company’s Statutes shall have the following new wording:

 "to suspend, for valid reasons, individual or all members of the Management Board."

 13. §19.1 of the Company’s Statutes shall have the following new wording:

 “The Supervisory Board shall perform its duties collectively but may delegate its members to carry out specific supervisory activities independently, and may establish ad hoc or standing committees, consisting of members of the Supervisory Board, to carry out specific supervisory activities (Supervisory Board Committee).”

 §2

The Ordinary General Meeting authorises the Supervisory Board to determine the consolidated text of the amended Articles of Association.

 §3

The resolution on amending the Company’s Statutes comes into force as of the date of its adoption, with the proviso, however, that the legal effect of amending the Statutes takes effect as of the date of the decision of the competent Registry Court on entering the amendments of the Statutes in the Register of Entrepreneurs of the National Court Register.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 176,314,999, votes “against” 6,141,000, votes “abstained” 0.

Resolution No. 20

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on supplementing the composition of the Supervisory Board of Stalexport Autostrady S.A.

 §1

Pursuant to Article 385 § 1 of the Commercial Companies Code and to § 24(1)(11) of the Company’s Statutes, the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered office in Mysłowice appoints Ms. Beata Stelmach as a member of the Supervisory Board of Stalexport Autostrady S.A.

 §2

The resolution enters into force on the date of its adoption.

The resolution was passed in a secret ballot. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 181,990,394, votes “against” 465,605, votes “abstained” 0.

Resolution No. 21

of the Ordinary General Meeting

of Stalexport Autostrady S.A. with its registered seat in Mysłowice

dated 04 April 2023

on amendment of the Remuneration policy of members of the Management Board and the Supervisory Board of Stalexport Autostrady S.A.

 §1

Acting on the basis of Article 90d (1) and 90e (4) of the Act of 29 July 2005 on public offer and the conditions for introducing financial instruments to the organised trading system and public companies (i.e. Journal of Laws of 2019, item 623, as amended), the Ordinary General Meeting of Stalexport Autostrady S.A. with its registered seat in Mysłowice resolves to amend the current Remuneration policy for Members of the Management Board and Supervisory Board of the Stalexport Autostrady S.A. (“Remuneration Policy”) by adoption of the consolidated text of the Remuneration Policy in the wording contained in the annex to this Resolution.

 §2

The resolution comes into force on the moment of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 152,328,861, votes “against” 66,540,909, votes “abstained” 23,586,229.

Resolution No. 22

of the Ordinary General Meeting of

Stalexport Autostrady S.A. with its registered office in Mysłowice

of 04 April 2023

on changing the principles of remuneration for the members of the Supervisory Board

 §1

Pursuant to Article 392(§1) of the Commercial Companies Code, §24(1)(12) of the Company’s Statutes and §5 (3-5) of the Remuneration policy of members of the Management Board and the Supervisory Board of Stalexport Autostrady S.A., the Ordinary General Meeting of Stalexport Autostrady S.A with its registered office in Mysłowice shall set forth the following principles of remuneration for the members of the Supervisory Board:

  1. members of the Supervisory Board, who don`t fulfill the criteria of independence defined in the Statutes of the Company or in the Regulations of the Supervisory Board of the Company will not receive the remuneration for the performed duties;
  2. members of the Supervisory Board, fulfilling the criteria of independence defined in the Statutes of the Company or in the Regulations of the Supervisory Board of the Company shall receive monthly remuneration equal to 14.000 PLN (say: fourteen thousand zlotys).

 §2

Resolution No. 20 of the Ordinary General Meeting of the Company dated 19 June 2020 changing the principles of remuneration for the members of the Supervisory Board shall be repealed.

§3

The resolution shall enter into force on the date of its adoption.

The resolution was passed in an open voting. The number of the shares of valid votes cast: 182,455,999 shares, what constitutes 73.79 % of the share capital. The total number of valid votes: 182,455,999, including: votes “voting for” 152,728,770, votes “against” 0 (zero), votes “abstained” 29.727.229.

In addition, in connection with the adoption by the Meeting of Resolution no. 7, which provides for the payment of dividend, the Management Board of the Issuer informs that:

  1. the amount of PLN 49,452,404.60 (say: forty nine million four hundred fifty two thousand four hundred four zlotys and sixty groszy), was allocated for the payment of the dividend, which means that the amount of dividend per one share shall amount to PLN 0.20 (say: twenty groszy),
  2. the number of shares covered by the dividend amounts to 247,262,023 (two hundred forty seven million two hundred sixty two thousand twenty three);
  3. the dividend date is 13 April 2023;
  4. the dividend payment date is 25 April 2023.

Legal basis:

§19 para. 1 item 6 and §19 para. 2 of the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information transmitted by issuers of securities and on the conditions of considering as equivalent the information required under provisions of the law of a state other than a Member State.

 

Category: linked files [2]
File type File Name Date of publication Size Download
pdf Report no. 15/2023.pdf 04.04.2023 284.74KB File: Report no. 15/2023.pdf
pdf Appx. No. 1 to OGM Res. No. 21 04.04.2023 208.96KB File: Appx. No. 1 to OGM Res. No. 21

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