The Management Board of Inter Cars S.A. of Warsaw hereby publishes the draft resolutions of the Annual General Shareholders Meeting to be held at ul. Polna 22/13 in Warsaw, at 10:30am on June 10th 2010.
The Management Board of Inter Cars S.A. proposes that besides election of the Chairperson of the Meeting, drawing up of the list of attendees, confirmation that the Meeting has been duly convened and has the capacity to adopt valid resolutions, the Annual General Shareholders Meeting adopts the following resolutions:
Resolution No. …………..
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw elects …………. as the Chairperson of the Meeting.
Resolution No. ……………..
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the Agenda of the Meeting.
Resolution No. …
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the Directors’ Report on the Company’s Operations in 2009.
Resolution No. …
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the Directors’ Report on the Operations of the Inter Cars Group in 2009.
Resolution No. …
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the Company’s financial statements for the financial year 2009, in particular:
- Balance sheet as at December 31st 2009, showing a balance-sheet total of PLN 1,224,197 thousand (one billion, two hundred and twenty-four million, one hundred and ninety-seven thousand złotys);
- Income statement for the period January 1st – December 31st 2009, showing a net profit of PLN 60,707 thousand (sixty million, seven hundred and seven thousand złotys);
- Statement of changes in equity in the financial year January 1st – December 31st 2009, showing an increase in equity of PLN 73,316 thousand (seventy-three million, three hundred and sixteen thousand złotys);
- Statement of cash flows in the financial year January 1st – December 31st 2009, showing a net decrease in cash of PLN 1,167 thousand (one million, one hundred and sixty-seven thousand złotys);
- Supplementary information comprising an introduction and notes to the financial statements.
Resolution No. …
The Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the Inter Cars Group’s consolidated financial statements for the financial year 2009, in particular:
- Consolidated balance sheet of the Inter Cars Group as at December 31st 2009, showing a balance-sheet total of PLN 1,272,993 thousand (one billion, two hundred and seventy-two million, nine hundred and ninety-three thousand złotys);
- Consolidated income statement of the Inter Cars Group for the period January 1st – December 31st 2009, showing a net profit of PLN 68,222 thousand (sixty-eight million, two hundred and twenty-two thousand złotys);
- Statement of changes in consolidated equity of the Inter Cars Group in the financial year January 1st – December 31st 2009, showing an increase in equity of PLN 80,766 thousand (eighty million, seven hundred and sixty-six thousand złotys);
- Consolidated statement of cash flows of the Inter Cars Group in the financial year January 1st – December 31st 2009, showing a net increase in cash of PLN 2,442 thousand (two million, four hundred and forty-two thousand złotys);
- Supplementary information comprising an introduction and notes to the consolidated financial statements.
Resolution No. …
Taking into account the Management Board’s recommendation concerning profit distribution and the Supervisory Board’s opinion on the same, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw resolves to allocate the entire net profit of PLN 60,707 thousand generated in 2009 to the Company’s statutory reserve funds.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Krzysztof Oleksowicz in respect of his duties as President of the Company’s Management Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw, hereby grants discharge to Mr Robert Kierzek in respect of his duties as Vice-President of the Company’s Management Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Krzysztof Soszyński in respect of his duties as Vice-President of the Company’s Management Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Wojciech Milewski in respect of his duties as Member of the Company’s Management Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Piotr Kraska in respect of his duties as Member of the Company’s Management Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Andrzej Oliszewski in respect of his duties as Chairman of the Company’s Supervisory Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Michał Marczak in respect of his duties as Member of the Company’s Supervisory Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Ms Jolanta Oleksowicz - Bugajewska in respect of her duties as Member of the Company’s Supervisory Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Maciej Oleksowicz in respect of his duties as Member of the Company’s Supervisory Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 395.2.3 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby grants discharge to Mr Jacek Klimczak in respect of his duties as Member of the Company’s Supervisory Board in the financial year 2009.
Resolution No. …
Acting pursuant to Art. 385.1 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby removes ………………………………. from the Supervisory Board of the Fourth Term of Office.
Resolution No. …
Acting pursuant to Art. 385.1 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby appoints ………………………………. to the Supervisory Board of the Fourth Term of Office.
Grounds: Considering that the Supervisory Board has assumed [is going to assume???] the duties of an audit committee (within the meaning of the Act on Qualified Auditors, their Self-Government, Entities Qualified to Audit Financial Statements and on Public Supervision of May 7th 2009), the shareholders wish to form a Supervisory Board whose composition complies, as fully as possible, with the regulations regarding composition of an audit committee and conditions which must be met for its members to be considered independent, as stipulated in the above Act.
Resolution No. …
Acting pursuant to Art. 430 of the Commercial Companies Code, the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby amends the Articles of Association by:
adding Par. 5.39 which reads as follows:
“Warehousing and storage of other goods (PKD 52.10.B)”, and
deleting Par. 11.7.
Grounds: Before it may be implemented in practice, the expansion of warehousing operations needs to be officially sanctioned by way of amending the scope-of-business section of the Company’s Articles of Association.
The concept of joint representation (usually by two persons) prescribed by the applicable laws ensures greater transparency of the Management Board’s actions and increased accountability of its individual members. To this end, a provision which allowed for special representation (i.e. single-person representation in the case of the President of the Management Board) has been deleted from the Articles of Association.
Resolution No. …
Acting pursuant to Par. 16.4.9 of the Company’s Articles of Association, in conjunction with Art. 393 of the Commercial Companies Code, and having accepted the amendments to the Rules of Procedure for the Supervisory Board of Inter Cars S.A., the Annual General Shareholders Meeting of Inter Cars S.A. of Warsaw hereby approves the consolidated text of the Rules of Procedure for the Supervisory Board of Inter Cars S.A. attached as an appendix to this Resolution.
Grounds: Considering that the Supervisory Board has assumed[is going to assume???] the duties of an audit committee (within the meaning of the Act on Qualified Auditors, their Self-Government, Entities Qualified to Audit Financial Statements and on Public Supervision of May 7th 2009), it was the Supervisory Board’s intention to expressly acknowledge this fact in the Rules of Procedures. Hence, item 9 has been added in Par.7 of the Rules of Procedure for the Supervisory Board of Inter Cars S.A., which reads as follows:
“9. performance of duties of an audit committee (within the meaning of the Act on Qualified Auditors, their Self-Government, Entities Qualified to Audit Financial Statements and on Public Supervision of May 7th 2009) until a separate audit committee is appointed, if any.”
Consolidated text of the RULES OF PROCEDURE FOR THE SUPERVISORY BOARD OF INTER CARS S.A.
Par. 1
The Supervisory Board shall exercise ongoing supervision over the Company’s operations in all areas of its business pursuant to the Commercial Companies Code, the Company’s Articles of Association, resolutions of the General Shareholders Meeting (to the extent they must be complied with by the Supervisory Board) and these Rules of Procedure.
Par. 2
- The Supervisory Board shall consist of five to thirteen members appointed by the General Shareholders Meeting. The General Shareholders Meeting shall nominate the Chairperson of the Supervisory Board. From among the other members, the Supervisory Board shall elect the Deputy Chairperson.
- The specific number of Supervisory Board members shall be determined by the General Shareholders Meeting. For the purposes of block voting, the number of Supervisory Board members shall be thirteen.
- Members of the Supervisory Board shall be appointed for a joint term of office which lasts five years.
- Members of the Supervisory Board may be reappointed for another consecutive term of office.
Par. 3
- The mandates of the Supervisory Board members shall expire on the date of the General Shareholders Meeting which approves the financial statements for the previous full financial year in which the Supervisory Board members held the office.
- Members of the Supervisory Board shall perform their duties and work assignments in person.
Par. 4
- The Chairperson of the Supervisory Board shall be responsible for coordinating the Supervisory Board’s work, and for calling and presiding over the Supervisory Board meetings. If the Chairperson is temporarily unable to discharge the responsibilities associated with the office, the duties specified above shall be performed by the Deputy Chairperson of the Supervisory Board.
- Meetings of the Supervisory Board shall be held at least once every three months.
- Chairperson of the Supervisory Board shall be obliged to call a meeting within two weeks of receiving a relevant request from:- the Management Board, a member of the Supervisory Board.
Par. 5
- A Supervisory Board meeting shall be convened by distributing a written notice to that effect, which specifies the date, venue and proposed agenda for the meeting; the notice must be delivered to all members of the Supervisory Board at least seven days prior to the meeting.
- A Supervisory Board meeting may be held without having been formally convened provided that all members of the Supervisory Board are present at the meeting and none of them objects to the holding of the meeting.
Par. 6
- Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes, provided that at least half of the members are present for vote. For a resolution to be valid, all members of the Supervisory Board must be invited to the meeting.
- A member of the Supervisory Board may vote on a resolution in writing through another member acting on his/her behalf.
- A resolution on a matter not included in the agenda may not be adopted during the meeting unless all members of the Supervisory Board are present at the meeting and none of them objects to the resolution.
- Resolutions of the Supervisory Board may be adopted without a meeting having been officially convened, with the Supervisory Board members casting their votes in writing or via means of remote communication, provided that all members have been advised on the contents of the draft resolution and approve of such a voting procedure.
- A resolution to suspend a Management Board member from duty for a good reason, as well as a resolution to temporarily delegate a Supervisory Board member to perform the duties of a Management Board member, shall be adopted by at least four-fifths of votes cast, provided that at least four-fifths of the Supervisory Board members are present for vote.
- Resolutions of the Supervisory Board shall be voted on in an open ballot.
- Any matters related to particular individuals shall be voted on in a secret ballot.
Par. 7
The powers and duties of the Supervisory Board shall include in particular:
- review of the Company’s financial statements,
- review of the Directors’ Report on the Company’s Operations and the Management Board’s recommendations regarding the distribution of profit or coverage of loss; providing the General Shareholders Meeting with annual reports on the findings,
- selection of an auditor to audit the Company’s financial statements from among the proposals received by the Management Board,
- appointment and removal from office of Management Board members,
- appointment of the President (or Vice-President, if appropriate) of the Management Board from among the members of the Management Board,
- execution of agreements and contracts with the Management Board members,
- defining rules of remuneration for the Management Board members,
- granting approval for the disposal or acquisition of property, an interest in property or a perpetual usufruct right.
- performance of duties of an audit committee (within the meaning of the Act on Qualified Auditors, their Self-Government, Entities Qualified to Audit Financial Statements and on Public Supervision of May 7th 2009) until a separate audit committee is appointed, if any.
Par. 8
- The Supervisory Board meetings shall be recorded in the form of minutes.
- The minutes shall be taken by the Secretary of the Supervisory Board or another person designated for that purpose by the Chairperson of the Supervisory Board. The manner in which written records are to be prepared with respect to the resolutions adopted pursuant to Par. 6.3 hereof shall be determined by the Chairperson of the Supervisory Board.
- The original of the minutes as well as any appendices, exhibits and schedules thereto shall be kept in a book of minutes maintained by the Secretary of the Supervisory Board.
- The minutes should include:
- - date and place of the meeting,
- attendance list of the Supervisory Board members (with the full name and position of each member),
- a mention that the meeting has been duly convened,
- approved agenda for the meeting,
- record of the proceedings of the meeting, contents of the resolutions, and number of votes cast with respect to a given resolution,
- dissenting opinions provided for inclusion in the minutes,
- full name of the person taking the minutes.
Par. 9
- The Supervisory Board may express its opinion on any matter related to the Company, and may submit enquiries, requests and initiatives to the Management Board.
- The Management Board should notify the Supervisory Board of its position on a given opinion, request, initiative or enquiry within 21 days of its receipt.
Par. 10
The Supervisory Board meetings may be attended by the Management Board members and, subject to the Supervisory Board’s consent, other persons whose presence at the meeting is justified. In particular, the Supervisory Board may delegate a specific person, for the duration of a meeting or for a definite period of time, to perform the duties of the Secretary, who shall act on the instructions of the Chairperson of the Supervisory Board.
Par. 11
- In performing its duties, the Supervisory Board shall act as a collective body.
- The Supervisory Board may delegate its members to independently perform specific supervisory functions.
Par. 12
- Provision of office services and facilities for the Supervisory Board shall be secured by the Company.
- The Company shall bear the costs associated with the Supervisory Board’s activities.
- Members of the Supervisory Board may receive compensation for participating in the Supervisory Board’s activities. The compensation amounts for individual Supervisory Board members shall be determined by the General Shareholders Meeting.
- Costs and expenses incurred in connection with participating in the Supervisory Board activities and evidenced by relevant documents may be reimbursed up to the limit defined by the General Shareholders Meeting.
Par. 13
Any amendments to these Rules of Procedure shall require a resolution of the General Shareholders Meeting.
Par. 14
These Rules of Procedure shall take full force and effect upon their adoption by the General Shareholders Meeting.
- Piotr Kraska - Member of the Management Board
- Paweł Pietrzak - Plenipotentiary