Current Report No 31 / 2014

1 December 2014, 17:29

Resolutions passed by the Extraordinary General Meeting on December 1st 2014

Text of the report

The Management Board of Inter Cars S.A. hereby publishes the text of resolutions passed by the Extraordinary General Meeting on December 1st 2014.

“Resolution No. 1
of the Extraordinary General Meeting of Inter Cars Spółka Akcyjna
of December 1st 2014
to appoint the Chair of the General Meeting

The Extraordinary General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint Wojciech Olewniczak as Chairman of the General Meeting.”

The resolution was passed by secret ballot. All votes cast in exercise of the voting rights attached to the 8,795,482 shares participating in the vote (which represented 62.08% of the Company’s share capital, comprising a total of 14,168,100 shares) were valid. Accordingly, the total number of valid votes cast was 8,795,482, with 8,795,482 votes in favour of the resolution, no votes against, no abstentions and no objections by dissenting shareholders.

“Resolution No. 2
of the Extraordinary General Meeting of Inter Cars Spółka Akcyjna
of December 1st 2014
to adopt the agenda of the General Meeting

The Extraordinary General Meeting of Inter Cars S.A. of Warsaw hereby approves the proposed agenda.”

The resolution was passed by open ballot. All votes cast in exercise of the voting rights attached to the 8,795,482 shares participating in the vote (which represented 62.08% of the Company’s share capital, comprising a total of 14,168,100 shares) were valid. Accordingly, the total number of valid votes cast was 8,795,482, with 8,795,482 votes in favour of the resolution, no votes against, no abstentions and no objections by dissenting shareholders.

“Resolution No. 3
of the Extraordinary General Meeting of Inter Cars Spółka Akcyjna
of December 1st 2014
to amend the Company’s Articles of Association

Section 1

Acting pursuant to Art. 430 of the Commercial Companies Code, in order to change the wording of the Company’s Articles of Association as regards the share capital so as to reflect its actual level following a successful issue of Series F1, F2 and F3 shares as part of a conditional share capital increase, the Extraordinary General Meeting of Inter Cars S.A. of Warsaw (“Company”) resolves that Art. 6 of the Company’s Articles of Association will read as follows:

“Art. 6

1. The Company’s share capital shall amount to PLN 28,336,200 (twenty-eight million, three hundred and thirty-six thousand, two hundred złoty) and shall be divided into 14,168,100 (fourteen million, one hundred and sixty-eight thousand, one hundred) ordinary bearer shares with a par value of PLN 2 (two złoty) per share, including:

1) 200,000 (two hundred thousand) Series A ordinary bearer shares,

2) 7,695,600 (seven million, six hundred and ninety-five thousand, six hundred złoty) Series B ordinary bearer shares,

3) 104,400 (one hundred and four thousand, four hundred) Series C ordinary bearer shares,

4) 2,153,850 (two million, one hundred and fifty-three thousand, eight hundred and fifty złoty) Series D ordinary bearer shares,

5) 1,667,250 (one million, six hundred and sixty-seven thousand, two hundred and fifty) Series E ordinary bearer shares,

6) 1,875,000 (one million, eight hundred and seventy-five thousand) Series G ordinary bearer shares,

7) 157,333 (one hundred and fifty-seven thousand, three hundred and thirty-three) Series F1 ordinary bearer shares,

8) 157,333 (one hundred and fifty-seven thousand, three hundred and thirty-three) Series F2 ordinary bearer shares,

9) 157,334 (one hundred and fifty-seven thousand, three hundred and thirty-four) Series F3 ordinary bearer shares,

2. Bearer shares may not be converted into registered shares.”

Section 2

Acting pursuant to Art. 430 of the Commercial Companies Code, the Company’s Extraordinary General Meeting resolves that Art. 11 of the Company’s Articles of Association will read as follows:

“Art. 11

1. The Management Board shall be composed of three to nine members appointed and removed from office by way of a resolution of the Supervisory Board. The number of members of the Management Board shall be established by the Supervisory Board.

2. The term of office of the Management Board shall be 4 (four) years. Members of the Management Board shall be appointed for a joint term of office.

3. The Management Board shall manage the Company and represent it in and out of court.

4. Any matters not reserved for the General Meeting or the Supervisory Board under these Articles of Association or applicable laws shall fall within the scope of powers and responsibilities of the Management Board.

5. The Management Board shall manage the Company’s assets and rights to a standard of care required in commercial activity and in strict compliance with applicable laws.

6. Resolutions of the Management Board shall be passed by an absolute majority of votes cast with a quorum of at least half of the Management Board members. The scope of rights and duties of the Management Board and the manner of its work shall be defined by the Rules of Procedure for the Management Board. The Rules of Procedure for the Management Board shall be adopted by the Management Board and approved by the Supervisory Board.

7. Subject to the provisions of these Articles of Association and the Rules of Procedure for the Management Board, any matters which do not fall outside the ordinary course of the Company’s business shall not require a resolution of the Management Board. However, if before settling any matter referred to above a Management Board member raises an objection, a resolution of the Management Board shall be required to approve the matter.

8. The Management Board members may participate in passing Management Board resolutions by casting their votes in writing through another member of the Management Board. Votes cannot be cast in writing with respect to any matters placed on the agenda during a Management Board meeting.

9. Management Board resolutions may also be passed in writing or with the use of means of remote communication.

10. The terms of remuneration for members of the Management Board shall be established by the Supervisory Board.”

Section 3

The resolution shall become effective as of its date.

“Resolution No. 4
of the Extraordinary General Meeting of Inter Cars Spółka Akcyjna
of December 1st 2014
to adopt a consolidated text of the Company’s Articles of Association

Section 1

The Extraordinary General Meeting of Inter Cars S.A. of Warsaw hereby resolves to adopt a consolidated text of the Company’s Articles of Association, incorporating the amendments made under Resolution No. 3, which is contained in these minutes. The consolidated text shall read as follows:

“ARTICLES OF ASSOCIATION

I. GENERAL PROVISIONS

Article 1

The Company’s name shall be Inter Cars Spółka Akcyjna.

Article 2

The Company’s registered office shall be in Warsaw.

Article 3

1. The Company may operate in Poland and abroad.

2. The Company may form branches and establishments in Poland and outside Poland, and join other companies, cooperatives and business organisations. The Company may also acquire and dispose of shares and other equity interests in other companies.

Article 4

The duration of the Company shall be unlimited.

II. BUSINESS PROFILE

Article 5

The business of the Company shall be as follows:

1) Wholesale and retail trade in motor vehicles; repair of motor vehicles (PKD 45),

2) Wholesale trade, except of motor vehicles (PKD 46),

3) Support activities to agriculture and post-harvest crop activities (PKD 01.6),

4) Manufacture of paper stationery (PKD 17.23.Z),

5) Printing and reproduction of recorded media (PKD 18),

6) Manufacture of basic metals (PKD 24),

7) Manufacture of machinery and equipment n.e.c. (PKD 28),

8) Manufacture of motor vehicles, trailers and semi-trailers, except of motorcycles (PKD 29),

9) Manufacture of other transport equipment (PKD 30),

10) Repair and installation of machinery and equipment (PKD 33),

11) Waste collection, treatment and disposal activities; materials recovery (PKD 38),

12) Retail trade, except of motor vehicles (PKD 47),

13) Land transport and transport via pipelines (PKD 49),

14) Warehousing and support activities for transportation (PKD 52),

15) Publishing activities (PKD 58),

16) Computer programming, consultancy and related activities (PKD 62),

17) Information service activities (PKD 63),

18) Real estate activities (PKD 68),

19) Activities of head offices; management consultancy activities (PKD 70),

20) Architectural and engineering activities; technical testing and analysis (PKD 71),

21) Scientific research and development (PKD 72),

22) Advertising and market research (PKD 73),

23) Other professional, scientific and technical activities (PKD 74),

24) Rental and leasing activities (PKD 77),

25) Employment activities (PKD 78),

26) Travel agency, tour operator reservation service and related activities (PKD 79),

27) Services to buildings and landscape activities (PKD 81),

28) Office administrative, office support and other business support activities (PKD 82),

29) Other education n.e.c. (PKD 85.59.B),

30) Educational support activities (PKD 85.60.Z),

31) Repair and maintenance of computers and peripheral equipment (PKD 95.11.Z).

If a licence or permit is required under other regulations to launch a business activity, the Company shall obtain the licence or permit prior to commencing the activity, or shall fulfil other statutory requirements which are specified for a given activity.

III. SHARE CAPITAL

Article 6