Resolution 1
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 23 May 2024
to appoint the Chair of the General Meeting
The Annual General Meeting of Inter Cars S.A. of Warsaw hereby resolves to appoint Marek Maciąg as the Chair of the General Meeting. The Resolution was passed by secret ballot. All votes cast in the exercise of the voting rights attached to the 11,111,945 shares participating in the vote (which represented 78.43% 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 11,111,945 with 11,111,945 votes in favour of the Resolution, no votes against, no abstentions and no objections by dissenting shareholders.
Resolution 2
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 23 May 2024
to adopt the agenda of the General Meeting
The General Meeting of Inter Cars S.A. of Warsaw hereby approves the proposed agenda.
The Resolution was passed by open ballot, with 11,111,945 votes cast for the resolution. The number of shares participating in the vote was 11,111,945, which represented 78.43% of the Company’s share capital, comprising a total of 14,168,100 shares. Valid votes were cast from all shares participating in the vote, i.e., the total number of valid votes cast was 11,111,945, with no votes against the Resolution, no abstentions and no objections by dissenting shareholders.
Resolution 3
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 23 May 2024
to approve the Directors’ Report on the operations of the Inter Cars Group in 2023, prepared together with the Directors’ Report on the operations of the Company in 2023
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.2.1 of the Commercial Companies Code, and having previously read and considered the Directors’ Report on the operations of the Inter Cars Group in 2023, prepared together with the Directors’ Report on the operations of the Company in 2023, as well as the Supervisory Board’s report on the assessment of the Directors’ Report, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2023, resolves to approve the Directors’ Report on the operations of the Inter Cars Group in 2023, prepared together with the Directors’ Report on the operations of the Company in 2023.
Section 2
This Resolution shall come into force upon its adoption.
The Resolution was passed by open ballot, with 11,111,938 votes cast in favour of the Resolution. The number of shares participating in the vote was 11,111,945, which represented 78.43% of the Company’s share capital, comprising a total of 14,168,100 shares. Valid votes were cast from all shares participating in the vote, i.e., the total number of valid votes cast was 11,111,945, with no votes against the Resolution, 7 abstentions, and no objections by dissenting shareholders.
Resolution 4
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
dated 23 May 2024
to approve the Company’s financial statements for 2023
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.2.1 of the Commercial Companies Code, and having previously read and considered the Company’s financial statements for the financial year 2023 and the Supervisory Board’s report on the assessment of the statements, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2023, resolves to approve the Company’s audited financial statements for the financial year 2023, comprising:
a) the balance sheet as at 31 December 2023, showing total assets and total equity and liabilities of PLN 7,080,590 thousand (seven billion, eighty million, five hundred and ninety thousand złoty);-
b) the statement of profit or loss for the period 1 January−31 December 2023, showing a net profit of PLN 361,241 thousand (three hundred and sixty-one million, two hundred and forty-one thousand złoty);
c) the statement of changes in equity for the financial year 1 January−31 December 2023, showing an increase in equity of PLN 351,182 thousand (three hundred and fifty-one million, one hundred and eighty-two thousand złoty);
d) the statement of cash flows for the financial year 1 January–31 December 2023, showing a net decrease in cash of PLN 23,241 thousand (twenty-three million, two hundred and forty-one thousand złoty);
e) Supplementary information, comprising the introduction and notes to the financial statements.
Section 2
The Resolution was passed by open ballot, with 11,111,938 votes cast in favour of the Resolution. The number of shares participating in the vote was 11,111,945, which represented 78.43% of the Company’s share capital, comprising a total of 14,168,100 shares. Valid votes were cast from all shares participating in the vote, i.e., the total number of valid votes cast was 11,111,945, with no votes against the Resolution, 7 abstentions, and no objections by dissenting shareholders.
Resolution 5
of the Annual General Meeting
of Inter Cars Spółka Akcyjna
23 May 2024
to approve the financial statements of the Inter Cars Group
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.5 of the Commercial Companies Code, and having previously read and considered the financial statements of the Inter Cars Group for the financial year 2023 and the Supervisory Board’s report on the assessment of the statements, as included in the Report of the Supervisory Board of Inter Cars S.A. on its activities in 2023, resolves to approve the audited consolidated financial statements of the Inter Cars Group for the financial year 2023, comprising:
a) the consolidated balance sheet of the Inter Cars Group as at 31 December 2023, showing total assets and total equity and liabilities of PLN 9,271,136 thousand (nine billion, two hundred and seventy-one million, one hundred and thirty-six thousand złoty);
b) the consolidated statement of profit or loss of the Inter Cars Group for the financial year 1 January−31 December 2023, showing a net profit of PLN 700,297 thousand (seven hundred million, two hundred and ninety-seven thousand złoty);
c) the statement of changes in consolidated equity of the Inter Cars Group for the financial year 1 January–31 December 2023, showing an increase in equity of PLN 621,743 thousand (six hundred and twenty-one million, seven hundred and forty-three thousand złoty);
d) the consolidated statement of cash flows of the Inter Cars Group for the financial year 1 January–31 December 2023, showing a net increase in cash of PLN 10,714 thousand (ten million, seven hundred and fourteen thousand złoty);----
e) Supplementary information, comprising the introduction and notes to the consolidated financial statements.
1. This Remuneration Policy for members of the Management and Supervisory Boards of Inter Cars S.A. of Warsaw determines and defines the terms of remuneration as well as the Company’s remuneration system and practices for members of the Management and Supervisory Boards of Inter Cars S.A. of Warsaw in accordance with Section 4a of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005.
2. Unless stated otherwise, in this Policy the following terms shall have the meanings set out below:
Act – the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005;
Company – Inter Cars S.A. of Warsaw;
Group – the Inter Cars Group;
Policy – Remuneration Policy for members of the Management and Supervisory Boards of Inter Cars S.A. of Warsaw;
Incentive Scheme – an incentive scheme for members of the Company's Management Board, approved and adopted by the Supervisory Board;
Bonus – additional variable remuneration for members of the Company’s Management Board granted under the Incentive Scheme;
Supervisory Board – the Supervisory Board of Inter Cars S.A. of Warsaw;
Management Board – the Management Board of Inter Cars S.A. of Warsaw.
Section 2 Description and objectives of this Policy
1. This Policy has been prepared in accordance with generally applicable laws, the Inter Cars Group’s standards of operation and values, as well as standards of ethical conduct and the adopted business strategy.
2. The key principles and objectives of this Policy are to:
a) ensure the efficiency and transparency of remuneration;
b) support the implementation of the business strategy, long-term interests and stability of the Company and the Inter Cars Group, including through the introduction of a performance-based incentive scheme for the Management Board members, specifying the minimum levels of the Inter Cars Group’s financial performance below which the Bonus is not paid, which:
(i) promote reasonable business decisions that take into account market environment and socio-economic conditions;
(ii) tie the interests of Management Board members to those of the shareholders and, consequently, contribute to stability and good condition of the Inter Cars Group;
c) prevent conflicts of interest, including through the introduction of transparent and comprehensive rules for determining the components of remuneration and their amounts, and the rules for granting the annual bonus, thus ensuring internal coherence and correctness with respect to conduct and performance;
d) appropriately motivate and build commitment to the Company.
3. The remuneration system set out in this Policy and the rules for granting bonuses to members of the Company’s Management Board members and other employees, in particular those holding managerial positions at the Inter Cars Group, have common key features. These systems are based on fixed and variable remuneration components and refer to the Inter Cars Group’s performance as a whole and to the implementation of its business strategy, which supports the Group’s long-term growth.
Section 3 Remuneration for members of the Company's Management Board
1. Remuneration of the Company’s Management Board members may comprise the following components:
a) a fixed base pay under an employment contract;
b) a fixed base pay for serving on the Company's Management Board;
c) variable remuneration in the form of additional cash consideration granted under the Incentive Scheme;
d) severance and compensation payments;
e) additional non-cash benefits.
2. Under an employment contract with the Company or for serving on the Company’s Management Board, Management Board members may receive a fixed monthly pay determined and approved by the Company's Supervisory Board separately for each Management Board member, with the proviso that if a Management Board member has been granted additional remuneration for serving on the governing bodies of the Company’s subsidiaries (including under an employment contract or for serving on a governing body), the remuneration under the employment contract or for serving on the Company's Management Board, as appropriate, shall be appropriately reduced.
3. For serving on the Company’s Management Board, Management Board members shall additionally receive variable cash consideration, granted in accordance with the Incentive Scheme adopted by the Company's Supervisory Board (the “Bonus”). For detailed criteria and description of the remuneration, see Section 4 of this Policy.
4. In the cases provided for in non-compete agreements between the Company and members of its Management Board, Management Board members shall have the right to receive:
a) compensation for observing the twelve-month non-compete period beginning on the date as of which a given Management Board member ceased to serve on the Company's Management Board;
b) a severance payment paid out upon fulfilment of contractual conditions if a given Management Board member has been removed from office or has not been re-appointed for another term of office in connection with other events specified by the Supervisory Board.
5. Management Board members shall have the right to non-financial benefits, such as a company car, company car allowances, and benefits from the Company Social Benefits Fund. Management Board members may also be granted other non-cash benefits in accordance with the rules in place at the Company. The detailed scope of and rules for granting non-cash benefits to Management Board members shall be defined in a resolution of the Company’s Supervisory Board, a Management Board member’s employment contract, or in the Company’s internal rules of procedure.
6. The Company shall not grant Management Board members remuneration in the form of financial instruments.
7. The Management Board members may participate in the Employee Capital Plan on the terms applicable to all Company employees in accordance with generally applicable laws.
8. No additional pension plans or early retirement plans are available to the Management Board members.
Section 4 Variable remuneration of the Management Board members
1. The Company awards variable remuneration in a transparent manner, applying clear and wide-ranging criteria.
2. The Incentive Scheme for members of the Company’s Management Board is based on consolidated net profit of the Inter Cars Group reported in audited financial statements of the Inter Cars Group (“Net Profit”).
3. The system is degressive, with the base of the Bonus determined as a percentage of Net Profit.
4. The Company’s Supervisory Board may define additional financial or non-financial conditions for awarding the Bonus, its amount and payment terms.
5. A decision on the amount of the Bonus payable to a member of the Company’s Management Board for a given financial year shall be made by the Company’s Supervisory Board by way of a resolution, taking into account the ratios specified in item 1 above, calculated by reference to financial data provided by the Company and sourced from audited financial statements of the Inter Cars Group.
6. At the request of the President of the Management Board (or Vice President of the Management Board if the Bonus is for the President of the Management Board), the Supervisory Board may decide to reduce the amount of a cash bonus payable to a Management Board member for a given financial year relative to the Bonus amount calculated in line with the criteria set out above.
7. The Incentive Scheme does not provide for the Company to demand reimbursement of the Bonus.
8. The Bonus for a given financial year shall be paid to members of the Company’s Management Board within 30 days of the date of approval by the Company’s Annual General Meeting of full-year consolidated financial statements of the Inter Cars Group for a given financial year, with the proviso that the Company’s Supervisory Board may decide to pay a Management Board member an interim Bonus.
Section 5 Remuneration of the Company’s Supervisory Board members
1. Remuneration of the Company’s Supervisory Board members may comprise the following components:
a) fixed base pay for serving on the Company's Supervisory Board;
b) a fixed base pay for serving on the Audit Committee or another committee of the Company’s Supervisory Board, provided that a member of the Company's Supervisory Board has been appointed to such committee;
c) a fixed base pay under the employment contract if a Supervisory Board member is bound by such employment contract with the Company.
2. Members of the Company’s Supervisory Board are entitled to a fixed base pay for serving on the Supervisory Board, determined and approved by the Company’s General Meeting.
3. If members of the Company’s Supervisory Board serve on the Audit Committee or another committee of the Company’s Supervisory Board (to the extent such committees have been appointed), such members shall receive a fixed base pay determined and approved by the Company's General Meeting.
4. The amount of pay referred to in Sections 5.2 and 5.3 above depends on the function performed by a given member on the Company’s Supervisory Board, the Audit Committee or another committee of the Supervisory Board (to the extent such committees have been appointed).
5. Members of the Company’s Supervisory Board shall receive a fixed monthly pay irrespective of how often Supervisory Board meetings are held.
6. If a member of the Company’s Supervisory Board is bound by an employment contract with the Company, such member shall receive a fixed monthly pay determined separately for each Supervisory Board member.
7. The Company shall not grant Supervisory Board members remuneration in the form of financial instruments.
8. The Supervisory Board members may participate in the Employee Capital Plan on the terms applicable to all Company employees in accordance with generally applicable laws.
9. No additional pension plans or early retirement plans are available to the Supervisory Board members.
Section 6 Proportion of remuneration components
1. The proportion between fixed and variable remuneration for members of the Company's Management Board shall depend on the Company's financial performance, which is the basis for granting the Bonus.
2. If an event on which the grant of the Bonus is contingent occurs, the variable remuneration component may not exceed 85% of the aggregate amount of all remuneration components received by a Management Board member in a given year.
Section 7 Legal relationship between the Company and Management Board members
1. Members of the Company’s Management Board shall be appointed by the Company's Supervisory Board for a joint four-year term of office. A Management Board member may resign or be removed from office in accordance with generally applicable laws in the manner stipulated in the Commercial Companies Code, the Company’s Articles of Association, and the Management Board Rules of Procedure approved by the Supervisory Board.
2. The Company and members of its Management Board may enter into:
a) an employment contract, concluded for an indefinite term, with a notice period determined in accordance with generally applicable laws;
b) a non-compete or similar agreement, concluded for the duration of service on the Company’s Management Board and effective after discontinuation of service with respect to specified duties under the agreement; such agreement may be terminated by mutual agreement of the parties; The Company may, at its discretion, waive the non-compete agreement with respect to a Management Board member.
3. No piece-work contracts (umowa zlecenia), contracts for a specific task (umowa o dzieło) or other similar contracts shall be executed between the Company and members of the Company’s Management Board.
Section 8 Legal relationship between the Company and Supervisory Board members
1. Members of the Supervisory Board shall be appointed by the Company’s General Meeting for a joint five-year term of office. A Supervisory Board member may resign or be removed from office in accordance with generally applicable laws in the manner stipulated in the Commercial Companies Code, the Company’s Articles of Association, and the Supervisory Board Rules of Procedure approved by the General Meeting.
2. The Company may sign with a Supervisory Board member:
a) an employment contract, concluded for an indefinite term, with a notice period determined in accordance with generally applicable laws;
b) a piece-work contract (umowa zlecenia), contract for a specific task (umowa o dzieło) or other similar contract.
Section 9 Implementation and review of this Policy
1. This Policy has been adopted by the Company’s General Meeting.
2. The members of the Company’s Management Board shall be responsible for the information contained in this Policy.
3. The Company’s Supervisory Board shall implement this Policy with respect to the Management Board members, in particular by adopting an incentive scheme for the Management Board members (the “Incentive Scheme”) and passing relevant resolutions, and shall monitor, on an ongoing basis, this Policy and prepare an annual report on remuneration, presenting a comprehensive review of remuneration and other benefits,3. irrespective of their form, received by individual Management and Supervisory Board members in the last financial year, in accordance with the requirements set out in Art. 90g of the Act, by 31 March of the year following a given financial year, with the first report to be prepared for the period from the effective date of this Policy to 31 December 2020.
4. The members of the Company’s Supervisory Board shall be responsible for the information contained in the remuneration report. The report shall be subject to assessment by the qualified auditor.
5. The Company’s Management Board shall implement this Policy at the Company with respect to the members of the Company’s Supervisory Board and to the extent specified by the Company's Supervisory Board.
6. This Policy shall be subject to a thorough review at least once every four years, with the proviso that the General Meeting may resolve that this Policy should be reviewed more frequently than once every four years.
7. Any material amendments to this Policy shall require consent of the General Meeting given in the form of a resolution.
8. If it proves necessary for furthering the Company’s long-term interests and ensuring its financial stability or viability, the Supervisory Board may adopt a resolution to temporarily suspend all or some of the rules provided for in this Policy. Such resolution shall specify, in particular, the scope of and the time limit for the suspension and the rules for applying the suspension. In particular, the Supervisory Board may adopt such a resolution in the event of circumstances arising as a result an extraordinary material change in the socio-economic environment in which the Inter Cars Group entities operate, e.g. an economic crisis, armed conflict, riots, introduction of extraordinary regulatory restrictions or forfeiture, natural disasters or epidemics.
9. The Company’s Supervisory Board shall be authorised to specify the details of this Policy in accordance with Art. 90d.7 of the Act, within the limits defined by this Policy.
Section 10 Final provisions
This Policy shall take effect on the date of its adoption by the Company’s General Meeting.
The Resolution was passed by open ballot, with 10,160,242 votes cast in favour of the Resolution. The number of shares participating in the vote was 11,111,945, which represented 78.43% of the Company’s share capital, comprising a total of 14,168,100 shares. Valid votes were cast from all shares participating in the vote, i.e., the total number of valid votes cast was 11,111,945, with 951,703 votes against the Resolution, no abstentions, and no objections by dissenting shareholders.
“Resolution 20 of the Annual General Meeting of Inter Cars Spółka Akcyjna dated 23 May 2024 to approve the creation of a mortgage over the ownership title to ILS Sp. z o.o. properties
Section 1
The Annual General Meeting of Inter Cars S.A. of Warsaw (the “Company”), acting pursuant to Art. 395.5 in fine of the Commercial Companies Code and in conjunction with Art. 14.5.c of the Deed of Incorporation of ILS Spółka z ograniczoną odpowiedzialnością of Swobodnia, hereby approves the creation by ILS Spółka z ograniczoną odpowiedzialnością, with its registered office at 35 Swobodnia, 05-180 Zakroczym, Poland, entered in the Business Register of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, under No. KRS 0000438899 (“ILS”), of security interests for BNP Paribas Bank Polska S.A.’s claims under the term facility agreement of 4 April 2024 concluded between ILS as the borrower, the Company as the surety provider and BNP Paribas Bank Polska S.A. as the lender (the “Facility Agreement”), as well as other finance documents (as defined in the Facility Agreement), including the creation of a joint mortgage, in accordance with the requirements of the Facility Agreement, over the ownership title to real properties entered in the Land and Mortgage Register under No. WA1N/00080980/2 and No. WA1N/00083777/7.
Section 2
This Resolution shall come into force upon its adoption.
The Resolution was passed by open ballot, with 10,160,157 votes cast in favour of the Resolution. The number of shares participating in the vote was 11,111,945, which represented 78.43% of the Company’s share capital, comprising a total of 14,168,100 shares. Valid votes were cast from all shares participating in the vote, i.e., the total number of valid votes cast was 11,111,945, with 951,788 votes against the Resolution, no abstentions, and no objections by dissenting shareholders.
- Piotr Zamora - Member of the Management Board
- Jacek Piotrowiak - Commercial proxy