30.12.2010
CURRENT REPORT No. 23/ 2010, OF December 30, 2010
SUMMONING THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
I.
KRAKCHEMIA Joint Stock Company Board with a seat in Kraków, ul. Pułkownika Dąbka 10, entered to the Commercial Register by the Kraków Śródmieście Regional Court in Kraków, XI Economic Department of the National Court Register (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie, XI Wydział Gospodarczy Krajowego Rejestru Sądowego) under NCR number (numer KRS) 0000217348 (referred to thereafter as “Company”) on the basis of art. 399 § 1 and in relation to 4021 § 1 of the Commercial Company Code, convenes herewith an Extraordinary General Meeting on the day of January 26, 2011 at 12:00 o`clock, which is going to take place in Kraków, Floriańska Street No.3 .
II.
The Company Board proposes the following agenda :
1. Opening the General Meeting;
2. Choice of the Chairman of the General Meeting;
3. Stating the validity of summoning the General Meeting as well as its capability to vote resolutions;
4. Passing the resolution of annulling the secret ballot in the matters concerning the choice of the Returning Officers
Panel members;
5. Choice of the Returning Officers Panel composition;
6. Presenting and accepting the agenda;
7. Passing the resolutions concerning the appointment of two new members of the Company Supervisory Board.
8. Closing the meeting.
III.
In reference to Art. 4022 of CCC, the Board publishes information concerning the participation in the General Shareholders Meeting :
1. The shareholders possessing at least 1/20 of the initial capital are entitled to demand the placement of particular matters in the General Shareholders Meeting agenda. The demand should be announced to KRAKCHEMIA S.A. Board no later than on January 5, 2011. The demand should contain justification or the draft of a proposed resolution concerning the agenda item proposed. The demand may be submitted in a written form at the Company seat (Kraków, ul. Płk. Dąbka 10), or in the electronic form and transferred only to the electronic mail address
wza@krakchemia.pl
The shareholder should indicate that he/she is in the possession of the required number of shares as on the date of the demand presentation i.e. he/she should enclose the certificate of shares or the certificate granting the right of participation in the General Meeting together with the demand. In case of legal persons and organisational entities without the legal person status, one needs additionally present the right of acting as a proxy on behalf of this entity through enclosing an up-to-date copy of the appropriate registry for the entity.
In case of shareholders presenting a demand by means of electronic media of communication, the documents should be transferred in the PDF format.
The demand transferred by the shareholders using the electronic communication means in a manner different than through the aforementioned email address, or without meeting the aforementioned requirements, does not have any legal effects with regard to the Company and as such is not considered.
2. The shareholders possessing at least 1/20 of the initial capital may present the resolutions drafts concerning the matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The demand is to be presented in the written form at the Company seat (Kraków, ul. Płk. Dąbka 10) or using the electronic communication means (in the manner and at the e-mail address presented in point 1 above).
The drafts of resolutions transferred by the shareholders using the electronic communication means in the manners other than through the email address mentioned above or without meeting the conditions described above, do not have any legal effects with regard to the Company.
3. Each of the shareholders entitled to participate in the General Meeting can introduce drafts of resolutions concerning the matters placed in the agenda during the General Meeting.
4. A shareholder may participate in the General Meeting and execute his right of vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy was placed on the internet page
https://www.krakchemia.pl/801/wza/en/
The proxy is not obliged to vote by means of the aforementioned form.
At the same time, the Company Board informs that in case where the shareholder appoints a proxy together with an instruction concerning the vote, the Company will not verify if the proxies execute the right in accordance with the instruction, which was granted by the shareholder.
The right of representation in the voting through the proxy should be granted in a written form or in an electronic one. Granting the right of proxy in the electronic manner does not require an authorized digital signature verified by a valid signer`s private key.
The shareholder is obliged to transfer to the Company a note informing of granting the right of proxy in the electronic form at the electronic mail address
wza@krakchemia.pl, not later than by January 26, 2011, 8 o`clock Warsaw Mean Time.
In case of transfer of the note on granting the right of proxy in the electronic manner, the shareholder or the person authorized to take part in the General Meeting, sends, at the afore-mentioned electronic address the following :
1) Scan of the certificate of share concerning the Company stocks or the notification on the right of participation
in the General Meeting of the Company,
2) The text or scan of the right of proxy granted, containing the data of the person granting the right or the people
acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3) Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal
personality,
4) Electronic mail address for communication with the shareholder or his/her proxy.
The aforementioned stipulations are applied accordingly, to the notification on withdrawal of the right of proxy in an electronic form.
The notifications transferred by the shareholders in the form other than through the aforementioned electronic mail or without meeting the requirements outlined above, will not cause legal effects with regard to the Company.
The shareholders will be allowed to participate in the General Meeting upon the identity card presentation, and the proxies upon the identity card presentation accompanied by the valid right of proxy granted in the written manner or through an electronic manner (the proxy should present the printout of the right of proxy).
The proxies of legal persons or the organisational units without legal personality are additionally obliged to present an up-to-date copies from respective registers, naming the people authorized to represent the entities.
5. The Company Articles do not stipulate possibility of General Meeting attendance via the use of electronic
communication means.
6. The Company Articles do not stipulate possibility of voicing opinions at the General Meeting via the use of electronic
communication means
7. The Company Articles do not stipulate possibility of right of vote execution via correspondence nor via the use of
electronic communication means during the General Meeting.
8. The date for registration of General Meeting participation is January 10, 2011.
9. The right of participation in KRAKCHEMIA S.A. General Meeting belongs to the people who:
a) As on 16 days before the General Meeting (i.e. January 10, 2011) are the Company shareholders
b) In the period from December 31, 2010 and January 11, 2011 submit to the entity carrying the security account,
where the Company shares are inscribed, a demand of issuing a name-bearing certificate on the right of vote
in the General Meeting.
KRAKCHEMIA S.A. determines a list of shareholders authorized to participate in the General Meeting on the basis of a list received from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych).
On the days of January 21, 24 and 25, 2011 in the hours from 9 a.m to 4 p.m, at the seat of KRAKCHEMIA S.A (Kraków, ul. Płk. Dąbka 10), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. A shareholder is entitled to demand the list to be transferred to his electronic email address upon request.
10. People authorized to participate in the General Meeting may obtain the complete documentation text which is to be presented at the General Meeting and the drafts of resolutions at KRAKCHEMIA S.A. seat (Kraków, ul. Płk. Dąbka 10) or at the Company website :
https://www.krakchemia.pl/801/wza/en/.
IV.
KRAKCHEMIA S.A. Board is herewith publishing the texts of resolution drafts to be presented at the General Meeting:
Resolution No 1 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting appoints Mr./Ms ______ as the Chairman of the Meeting”
Resolution No 2 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting resolves, acting on the basis of art.420 § 3 of CCC, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
Resolution No 3 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting appoints the Returning Officers Panel in the following composition ________________”:
Resolution No 4 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting adopts the agenda presented.”
Resolution No 5 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting appoints Mr./Ms.___________________ as a member of the Supervisory Board.”
Resolution No 6 of KRAKCHEMIA S.A Extraordinary General Shareholders Meeting
“KRAKCHEMIA S.A Extraordinary General Shareholders Meeting appoints Mr./Ms.___________________ as a member of the Supervisory Board.”
Justification for the Resolution drafts No. 5 and 6
The necessity to appoint new members of the Supervisory Board is a result of submission of resignation from the post by Mr. Grzegorz Pilch and Mr. Łukasz Magiera on December 28, 2010.
KRAKCHEMIA S.A. Board
The Legal Basis:
§ 38 sec. 1 of the Minister of Finance Regulation of February 19, 2009 concerning the current and periodical information published by the securities issuing entities (Official Journal, Dz. U. Of 2009 r. No 33 item. 259 - with later amendments)
28.12.2010
CURRENT REPORT No. 22/ 2010, OF Decmeber 28, 2010
SUPERVISORY BOARD MEMBER RESIGNATION
Krakchemia S.A. Board informs, that it received on December 28, 2010 the following:
-A statement by Mr. Grzegorz Pilch on his resignation from holding a post of a member of KRAKCHEMIA S.A. Supervisory Board,
coming in force with the date on which the nearest KRAKCHEMIA S.A. General Meeting is to be called, however,
not later than Febuary 11, 2011.
-A statement by Mr. Łukasz Magiera on his resignation from holding a post of a member of KRAKCHEMIA S.A. Supervisory Board,
coming in force with the date on which the nearest KRAKCHEMIA S.A. General Meeting is to be called, however,
not later than February 11, 2011. The resignation was submitted with a view to an increased responsibilities` scope in
the mother company.
Legal basis:
§ 5 para. 1 item 21 the Minister of Finance Regulation on periodical and current information published by the securities issuers and on the conditions of regarding as equivalent of information required by the regulations of a non-member state (Journal of Law of 2009, No. 33 item 259; Dz. U. z 2009 r. Nr 33 poz. 259).
26.11.2010
CURRENT REPORT No 21/2010 of November 26, 2010
SIGNING THE ANNEX TO THE CREDIT AGREEMENT WITH BRE BANK S.A.
KRAKCHEMIA S.A.Board informs that on November 26, 2010 the annex to the credit agreement of March 2, 2004 concluded with BRE Bank Spółka Akcyjna with the seat in Warszawa (Warsaw) has been signed. The annex extends the payment of credit amounting to 5 000 thousand PLN, on the hitherto terms, until August 31, 2011.
The period of paying off the credit shall be changed. The Bank margin and safeguarding of the credit has not been changed and is formed by own blank bill, the cession of receivables from the group of selected contractors, registered pledge on the warehousing supplies, the cession of receivables by virtue of circulating assets insurance constituting the object of the insurance. The credit bears an interest on the basis of a variable WIBOR O/N rate, increased by the bank`s margin. The purpose of the credit – current financing of the Company activity. The value of established safeguarding of the credit exceeds the equivalent of 1 million euro.
Legal basis: § 5 para 1 point 1 of the Minister of Finance Regulation on current and periodical information published by the issuers of securities and on the terms of regarding as equivalent of information required by the laws of non-member states (Dz. U. z 2009 r. Nr 33 poz. 259 – Journal of Laws of 2009, No 33 item 259).
21.10.2010
CURRENT REPORT No 20/2010 of October 21, 2010
PROLONGATION OF PKO BP S.A. BANK GUARANTEE
KRAKCHEMIA S.A. Board informs that on October 21, 2010 Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with a seat in Warsaw, Regionalny Oddział Korporacyjny w Krakowie (Regional Department in Kraków), acting upon the Company`s commission, granted a new irrevocable and unconditional guarantee of payment execution up to the amount of 22 000 thousand PLN (verbatim : twenty two million PLN) in favour of Basell Orlen Polyolefins Sprzedaż Sp. Z o.o with a seat in Płock (Guarantee Beneficiary) by virtue of trade liabilities resulting from the Contract of non-exclusive distribution concluded on January 20, 2010 among Basell Sales & Marketing Company B.V., Basell Orlen Polyolefins Sprzedaż Sp. Z o.o. and KRAKCHEMIA S.A. The guarantee is a continuation of previously granted guarantee, of which the Board informed with a report No.6/2010 of February 2, 2010.
Collateral for the guarantee was settled in the credit agreement with PKO BP S.A. published in the report No. 34/2008. The guarantee is valid from December 18,2010 until December 17, 2011. The guarantee in question is transferrable i.e. the Beneficiary`s rights by virtue of the guarantee in question may be transferred upon prior Bank agreement.
Legal basis :
§ 5 sec. 1 item 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259).
13.10.2009
Current Report No. 19/ 2010 of October 13, 2010
SIGNING AN ANNEX TO CREDIT AGREEMENT WITH PKO BP SA
KRAKCHEMIA S.A. Board informs that on October 13, 2010, the Company signed an annex to the credit agreement concluded on December 18, 2007 with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Regionalny Oddział Korporacyjny w Krakowie.
The subject of the annex is granting a credit in the form of a multi-purpose credit limit in the amount of 45 000 thousand PLN encompassing : the credit in the current account in the amount of 23 000 thousand PLN, trade renewable credit in the amount of 2 000 thousand PLN with the aim of payment execution by virtue of open documentary letters of credit resulting from the executed Company activity, granting bank guarantees in the amount of 22 000 thousand PLN, opening the documentary letters of credit up to the amount of 2 000 thousand PLN.
The interest on the limit is fixed on the yearly basis, according to the interest rate equal to the amount of reference rate, increased by the bank`s margin. The reference rate is WIBOR 1M.
The collaterals of the agreement are as follows : capped mortgage up to the amount of 4.398 thousand PLN, Registered pledge on circulating assets (inventories) up to the amount of 20 000 thousand PLN along with the cession of rights from insurance agreement, current and future receivables transfer resulting from the trade cooperation with selected contractors in the amount not lesser than 10 000 thousand PLN quarterly, blocking the monetary means on the term deposit account in the amount of 3 000 thousand PLN, the right of proxy to KRAKCHEMIA S.A. current account operated by BRE BANK S.A Oddział w Krakowie (Kraków Department), deduction clause from credit taker current account operated by PKO BP SA Oddział 6 in Kraków.
Legal basis :
§ 5 sec. 1 item 1 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 - The Journal of Law of 2009, No 33 item 259).
02.09.2009
Current Report No.18 / 2010 of September 2, 2010
CONCLUSION OF A CONSIDERABLE CONTRACT
Krakchemia S.A. Board (the Company) informs that on September 1, 2010 an trade credit risk insurance policy with an option of receivables collection was issued in favour of the Company by Towarzystwo Ubezpieczeń Euler Hermes S.A. with the seat in Warszawa.
The policy is valid in the period from September 1, 2010 until August 31, 2011. It is the continuation of a hitherto co-operation. The subject of the agreement is safeguarding the Company receivables by virtue of trading. The change occurred in the rate of premium counted as a percentage of a forecast turnover over the insurance period and the particular terms of insurance concerning among others the extent of insurance submission obligation, the extent of customer control by the Company, the period of payment arrears until stating factual insolvency.
The criterion for regarding a contract as considerable is a maximum compensation in the given insurance year exceeding 10 per cent of KRAKCHEMIA S.A. own equity.
30.08.2009
Current report No 17/2010 of August 30, 2010
Signing the annex to the credit agreement with BRE BANK S.A.
KRAKCHEMIA S.A.Board informs that on August 30, 2009 the annex to the credit agreement of March 2, 2004 concluded with BRE Bank Spółka Akcyjna with the seat in Warszawa (Warsaw) has been signed. The annex extends the payment of credit amounting to 5 000 thousand PLN, on the hitherto terms, until August 29, 2010.
The safeguarding of the credit has not been changed and is formed by own blank bill, the cession of receivables from the group of selected contractors, registered pledge on the warehousing supplies, the cession of receivables by virtue of circulating assets insurance constituting the object of the insurance. The bank margin and the period of paying off the credit shall be changed.The credit bears an interest on the basis of a variable WIBOR O/N rate, increased by the bank`s margin. The purpose of the credit – current financing of the Company activity. The value of established safeguarding of the credit exceeds the equivalent of 1 million euro.
Legal basis: § 5 para 1 point 1 of the Minister of Finance Regulation on current and periodical information published by the issuers of securities and on the terms of regarding as equivalent of information required by the laws of non-member states (Dz. U. z 2009 r. Nr 33 poz. 259 – Journal of Laws of 2009, No 33 item 259).
15.07.2010
Current Report No. 16/2010 of July 15, 2010
Choice of the entity authorized to survey the financial reports of the company
KRAKCHEMIA S.A.Board informs that on 15.07.2010, the Supervisory Board passed a resolution on the choice of Kancelaria Biegłych Rewidentów „Konto” Sp. z o.o (Chartered Accountants Chamber) as the entity authorized to survey the financial reports of the company. KRAKCHEMIA S.A. is to conclude a contract on the mid-year survey of the Company financial report for the first half of 2010 and on the survey of the Company financial report for the accounting year of 2010.
Kancelaria Biegłych Rewidentów „Konto” Sp. z o.o. with a seat in Kraków, ul. Syrokomli 17 is inscribed in the registrar of entities authorized to survey the financial reports under the entry 327.
KRAKCHEMIA S.A. has already received the services of Kancelaria Biegłych Rewidentów „Konto” Sp. z o.o. within the area of the Company financial reports survey (years 2000-2003), the financial report (period Jan 01, 2004- Oct 31, 2004), a unitary and consolidated financial report of the Company for the year 2007, mid-year unitary and consolidated financial report survey of the Company for the first half of 2008, mid-year financial report survey of the Company for the first half of 2009 and the financial report survey for the accounting year 2008 and 2009.
The Company Supervisory Board has chosen the entity authorized to survey the financial reports in accordance with the Company Articles and the adopted Principles of Good Practice of the Companies quoted at the GPW.
The legal basis:
§ 5 para. 1 item 19 of the Ministry of Finance Regulation on the current and periodical information issued by the securities issuers and the conditions of qualifying as important of the information required by the legal stipulations of the non-member country of the European Union (Dz. U. z 2009 r. Nr 33 poz. 259; Legal Journal 2009, No 33, item 259).
02.06.2010
Current Report No 15/2010 of June 2nd, 2010
Recalling of a Member of the Board
KRAKCHEMIA S.A. informs that KRAKCHEMIA S.A Supervisory Board, at its sitting of June 2nd, 2010 passed a resolution upon recalling Mr. Bogdan Wrześniak from the Company Board.
Mr. Wrześniak has hitherto filled the post of a deputy Chairman of the Company Board,
the General Director. The resolution comes into force as on the day of its adoption i.e. June 2nd, 2010.
Legal basis:
§ 5 para. 1 item 21 the Minister of Finance Regulation on periodical and current information published by the securities issuers and on the conditions of regarding as equivalent of information required by the regulations of a non-member state (Journal of Law of 2009, No. 33 item 259; Dz. U. z 2009 r. Nr 33 poz. 259).
01.06.2010
Current Report No 14/ 2010 of June 1, 2010-06-01
Conclusion of Considerable Contract
KRAKCHEMIA S.A. Board informs that on June 1, 2010 the Company concluded a distribution contract with PLASTCHIM-T AD company with a seat in Tervel – Bulgaria. The Subject of
the contract is a close co-operation within the sale and distribution of propylene films. The contract has been concluded for a determined period and is valid until December 31, 2013. The contract may be prolonged for further period or may be terminated by virtue of the mutual agreement of contracting parties. The payment for the products will be executed by means of a bank transfer within 60 days starting upon the collection of the invoice.
On the basis of this contract, the Company will distribute PLASTCHIM-T-AD products on
the territory of Poland as the sole distributor.
The criterion for considering a contract as considerable is the volume of trade transactions concluded within the contract, the value of which during the contract validity may exceed 10 per cent of the Company proceeds for the last four trading quarters.
Legal basis :
§ 5 para. 1 item 3 the Minister of Finance Regulation on periodical and current information published by the securities issuers and on the conditions of regarding as equivalent of information required by the regulations of a non-member state (Journal of Law of 2009, No. 33 item 259; Dz. U. z 2009 r. Nr 33 poz. 259).
21.05.2010
Current Report No. 13/2010 ofF May 21, 2010
THE LIST OF SHAREHOLDERS POSSESSING AT LEAST 5% OF VOTES AT THE ORDINARY GENERAL MEETING KRAKCHEMIA S.A. OF MAY 17, 2010.
KRAKCHEMIA S.A. Board announces the list of shareholders possessing at least
5 % of votes at The Ordinary General Meeting KRAKCHEMIA S.A. of May 17, 2010
1. Alma Market S.A. – possessing 5 000 000 votes, represented 99,71% of votes at the OGSM and 50% of the overall number of votes.
Legal basis: Article 70, point 3, Law about the public offer and conditions of introducing financial instruments into organized turnover system and about the public companies, of July 29th, 2005
18.05.2010
Current Report No 12/2010 of May 18, 2010
Appointing KRAKCHEMIA S.A. Supervisory Board for a New Term.
KRAKCHEMIA S.A. Board informs that KRAKCHEMIA S.A. Ordinary Sharholders Meeting of May 17, 2010 appointed the Supervisory Board of the Company for a new term. KRAKCHEMIA S.A. Supervisory Board is composed of 6 members in the following composition :
Ms. Barbara Mazgaj
Ms. Ilona Malik
Mr. Jerzy Mazgaj
Mr. Grzegorz Pilch
Mr. Mariusz Wojdon
Mr. Łukasz Magiera
Mrs Barbara Mazgaj has been a member of ALMA MARKET SA Supervisory Board Since August 1999, and since May 2004, its Chairman. Currently, Mrs Barbara. Mazgaj works in Paradise Group Sp. z o.o. where she is in charge of promotion and marketing. Paradise Group Sp. z o.o. is active in the distribution of luxury foods and is a partner and proxy on the territory of Poland for the following companies : Hugo BOSS, Ermenegildo ZEGNA, Burberry, Armani, Max & Co, Church, JM Weston. Barbara Mazgaj has been active in trade activity together with her husband for 18 years. From May 2004 until 2007, she filled the post of Supervisory Board deputy chairperson in Krakchemia SA. From April 2002 until February 2004, Mrs Barnara Mazgaj was a Chairperson of Paradise Group Sp. z o.o. Supervisory Board. She possesses a higher education. Mrs Barbara Mazgaj graduated from Akademia Rolnicza in Kraków.
Mrs Barbara Mazgaj does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of
a member of its body. She is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Ms Ilona Malik born in 1976, possesses a higher legal education. She is an articled clerk of the third year solicitor articles at the District Solicitor Chamber in Kraków. In years 2002-2008, she completed a series of courses in the field of Company auditing and supervision, including an exam for the candidates of the Members of Treasury-owned Companies` Supervisory Boards. In the years 2000-2008, she was employed in the legal and organizing entities of the local government.
Ms Ilona Malik participated in the works connected with privatization of domestic companies. In the years 2006-2008, she was a member of the Supervisory Boards of Zakłady Azotowe Kędzierzyn S.A. oraz TBS Mokotów Sp. z o.o. (Ltd.). Since 2008, she has acted as a Director of the Privatisation Office in Nafta Polska S.A. Until May 17, 2010 Ms. Malik filled the post of a Member of Krakchemia S.A. Supervisory Board.
Ms. Ilona Malik does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of
a member of its body. She is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Mr. Jerzy Mazgaj – Chairman of ALMA MARKET SA Board and its major shareholder. He graduated from German philology at the Jagiellonian University in Kraków. Since May 1999, he has been the chairman of ALMA MARKET S.A.`s board. He also holds the posts in ALMA`s subordinate companies –in ALMA Development Sp. z o.o (Ltd.) and Krakowski Kredens Sp. z o.o (Ltd.), AM1 SP. z o.o. and AM2 SP. z o.o. – as the Chairman of the Board. Until May 17, 2010, Mr Jerzy Mazgaj held the post of KRAKCHEMIA S.A. Supervisory Board Chairman.Since July 2, 2008 he has held the post of Vistula Group SA Supervisory Board Chariman., Mr Jerzy Mazgaj is the major shareholder of the Premium Cigars Sp. z o.o. (Ltd) company, which is the exclusive representative of all Cuban cigar brands in Poland.Apart from the previous posts, Jerzy Mazgaj is the member of - Rotary Club, Krakowska Kongregacja Kupiecka, Stowarzyszenie przedsiębiorców Miasta Krakowa (the City of Kraków businessmen` associattion) and Polski Klub Koneserów.
Mr. Jerzy Mazgaj does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Mr. Grzegorz Pilch graduated from the University of Economics in Kraków obtaining his master `s degree in economics in 1994. In 1995 he obtained a licence of Securities Broker, and in 1996 Mr. Pilch obtained a licence of Stock Exchange Broker. From 1993 to 1999, Grzegorz Pilch worked in Broker Agency PENETRATOR S.A., holding the following posts, consecutively, broker`s assistant, broker, operation department manager`s deputy and the Kraków department`s director`s deputy. In years 1999 – 2001 Mr. Pilch held the post of an Operational Director and a Member of the Board in Alma Markets SA. In years 2001-2008 he held the position of Managing Director and Deputy Chairman of the Board in Alma Market SA. In years 2008-2009 Grzegorz Pilch was a Deputy Chairman of the Board in
Vistula & Wólczanka S.A., and since 2009, the post of the Chairman of the Board in Vistula& Wólczanka S.A. Apart from a post of a member of the Supervisory Board in the Company W.KRUK S.A. Grzegorz Pilch is a Deputy Chairman of Premium Cigars Sp. Z o.o. Supervisory Board and a Member of Instal Kraków S.A. Supervisory Board. Until May 17, 2010 he has held the post of Deputy Chairman of the Supervisory Board of Krakchemia S.A.
Mr. Grzegorz Pilch does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of
a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Mr. Mariusz Wojdon . Since February 1994, he has been working in ALMA MARKET S.A, as a financial director of the company.Since 1998 he has held the post of a financial director of the company. Since May 1999, he is also the member of the ALMA MARKET S.A board, and since January 2001, Mariusz Wojdon holds the post of the Board`s Vice-Chairman. In the years 1993-1994, he worked for PKO BP bank, Chorzów branch. He is also currently a member of KRAKCHEMIA S.A. Supervisory Board, a member of Instal Kraków SA Supervisory Board as well as a member of the Audit Commision of the Polish Association of Stock Exchange Issuers.
Mr. Wojdon graduated from the Kraków Politechnical University with the M.Sc and engineer degrees. He holds the CETT and ACCA diploma of accountancy and finance management, the diploma of Post-Graduate Industrial Management School. He completed the post-graduate studies at Szkoła Główna Handlowa on European Standards in accountancy and finance.
Mr. Mariusz Wojdon does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of
a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Mr. Łukasz Magiera Has held the post of Financial Deputy Director in Alma Market S.A. since October 2008. Previously, from 2004 he was employed in Alma Market S.A. as an expert on financial analyses, and in Controlling Bureau. Since 2007, he has held the post of Premium Cigars Sp. Z o.o. Supervisory Board Member, and since 2006 he has been co-operating as a free-lance concultant with PMR Consulting Ltd. Within the area of financial analyses projects.
Mr. Łukasz Magiera completed Finance and Banking department at the Academy of Economics in Kraków (currently University of Economics) with a master`s degree as well as Stockholm University – School of Business with a Master in Banking and Finance degree. He won the 1st place in the world final of Global Management business simulations – Lisbon 2005. He completed post-graduate studies within Financial Engineering and Risk Management at the Financial Mathematics Department of Akademia Górniczo-Hutnicza in Kraków.
Mr. Łukasz Magiera does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of
a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Legal basis.
§ 5 para 1. Item 22 of the Minister of Finance Regulation concerning current and periodical information Publisher by securities issuers and the conditions of regarding as equivalent of the information required by the non-member states regulations
(Dz. U. z 2009 r. Nr 33 poz. 259 with later amendments – Journal of Laws of 2009 No. 33. Item 259)
18.05.2010
Current Report No 11/ 2010 of May 18, 2010
Listing the resolutions voted at KRAKCHEMIA S.A. Ordinary Shareholders Meeting of May 17, 2010
KRAKCHEMIA S.A. Board informs that KRAKCHEMIA S.A. Ordinary Shareholders Meeting of May 17, 2010 voted the following resolutions :
Resolution No 1 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr Tomasz Świerczyński as the Chairman of the Meeting”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 600 votes were for adopting the resolution, while 100 votes abstained.
Resolution No 2 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 3 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints the Returning Officers Panel in the following composition :
1. Bogdan Wrześniak,
2. Włodzimierz Oprzędek,
3. Sebastian Dulewicz.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 4 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting adopts the agenda presented.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 5 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting approves the Board report on the Company activity in the financial year 2009 and the financial report for the financial year 2009, which is composed of:
1. the balance compiled for the 31st of December, 2009 which on the asset and the liabilities with own equity side amounts to 105 893 696,01 PLN ( verbatim one hundred and five million eight hundred and ninety-three thousand six hundred and ninety-six PLN one grosz)
2. Profit and Loss Account for the accounting year from 1st of January until 31st December 2009, presenting a net profit of 2 170 083,11 PLN (verbatim two million one hundred and seventy thousand eighty-three PLN eleven grosses)
3. the financial flow account for the accounting year from 1st January until 31st December 2009, presenting an increase of cash by 7 256 534,04 PLN. (verbatim seven million two hundred and fifty six thousand five hundred and thirty four PLN four grosses)
4. Own equity changes for the financial year from 1st January until 31st December 2009 presenting an increase in own capital by the amount of 2 170 083,11PLN.(verbatim two million one hundred and seventy thousand eighty-three PLN eleven grosses)
5. additional information upon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2009”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 6 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting approves the Supervisory Board report on the review of the Company financial report, the Board report on the Company activity for the accounting year 2009 and the Company Board motion concerning the use of profit for the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 7 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Andrzej Zdebski a vote of approval on the fulfilment of duties as the Chairman of the Company Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 8 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Bogdan Wrześniak a vote of approval on the fulfilment of duties as Deputy Chairman of the Company Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 9 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Włodzimierz Oprzędek a vote of approval on the fulfilment of duties as the Deputy Chairman of the Company Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 10 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Jerzy Mazgaj a vote of approval on the fulfilment of duties as the Chairman of the Supervisory Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 11 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Pilch a vote of approval on the fulfilment of duties as the Deputy Chairman of the Supervisory Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 12 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Mariusz Wojdon a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 13 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Konrad Hernik a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 14 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Hajdarowicz a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2009 to March 2, 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 15 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Ms Ilona Mailk a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from March 3, 2009 to December 31, 2009.”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution
Resolution No 16 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting destines the entire net profit for the accounting year 2009 amounting to 2.170.083,11 PLN (verbatim two million one hundred and seventy thousand eighty three PLN eleven grosses ) for the supplementary capital of the Company”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 17 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting determines that the number of the Supervisory Board members in the new term of office will amount to 6 people(verbatim six people) ”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 18 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Ms Ilona Malik as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 19 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mrs Barbara Mazgaj as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 20 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Grzegorz Pilch as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 21 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Łukasz Magiera as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 000 100 votes were for adopting the resolution, while 14 600 votes abstained.
Resolution No 22 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Mariusz Wojdon as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 23 of the following wording
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr. Jerzy Mazgaj as a member of the Supervisory Board”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 24 of the following wording:
KRAKCHEMIA S.A General Shareholders Meeting adopts a resolution concerning remuneration of the Company Supervisory Board Members in the following amounts :
1. The Supervisory Board Chairman – amounting to the threefold average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
2. The Supervisory Board Deputy Chairman – amounting to the twofold average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
3. The Supervisory Board Secretary– amounting to the one and a half of the average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement.
4. The Supervisory Board Members– equivalent to the average remuneration in the company sector in the calendar year directly preceding the year where the monthly calculation of the remuneration takes place, determined on the basis of GUS (Statistical Office) Chairman announcement..”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Resolution No 25 of the following wording:
“KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of § 5 item 3.4 of the Company Articles, votes the following changes in the General Meeting Regulations :
a) the point 5.2 of the General Meeting Regulation takes the following wording :
5.2.1. The right of representation in the voting through the proxy may also be granted in in an electronic manner. In such a case, the shareholder or the person entitled to participate in the General Meeting transfers the following at the Company electronic mail address, which is indicated at the Company website:
1) Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2) The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3) Scan of the identity card or passport (containing the date enabling the identification of the bearer) of the proxy, who is a natural person
4) Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
5) Electronic mail address for communication with the shareholder or his/her proxy.
5.2.2. The notification on granting the right of proxy should be transferred at the indicated electronic mail address a day before the General Meeting at the latest, unless some other date is stated in the announcement of the General Meeting. Moreover, the proxy should present upon registration at the General Meeting the printout of the right of proxy and identity card.
5.2.3. The aforementioned stipulations are accordingly applied to the notification on the right of proxy cancellation in the electronic manner.
5.2.4 The notifications transferred by the shareholders in a manner other than through the electronic mail address indicated on the Company website or by not meeting the requirements of 5.2.1 – 5.2.2. shall not cause legal effect with regard to the Company.
b) After the point 5.3, points 5.4 – 5.7 are added. They have the following wording :
“5.4. Motions, demands, resolution drafts, enquiries and notifications submitted by the shareholders in the electronic manner may be transferred only through the electronic mail at the address indicated on the Company website.
5.5. The person who uses the right of electronic communication with the Company has an obligation to indicate that he/she is a shareholder – or – that he/she is entitled to participate in the General Meeting through sending the following documents in PDF form together with the motion, enquiry, resolution draft or notification, transferred at the electronic mail address :
1) The certificate of share or the notification on the right of participation in the General Meeting of the Company, as well as :
2) In case of a natural person – a scan of identity card or passport (containing the date enabling identification of the bearer),
3) In case of a legal person or organisational unit not possessing the legal personality – scan of the copy from the register pertaining to the person/unit
5.6 The Notifications transferred in other manner than through the electronic mail address, which is mentioned in 5.4 above or without meeting the stipulations of 5.4-5.5. do not cause legal effect with regard to the Company.
5.7. If a given person is not mentioned on the list obtained by the Company from the entity carrying out the securities account indicated in Art. 4063 §6 CCC, but shall present a certificate of the right to participate in the Company General Meeting issued by the entity carrying out the securities account for the person, which does not invoke any doubt, the person may be accepted to participate in the General Meeting”
Total number of shares represented at the General Shareholders Meeting which took part in valid votes - 5 014 700; their percentage participation in the initial equity - 50,15%.
5 014 700 votes were for adopting the resolution.
Legal basis
§ 38 para. 1 item 7 of the Minister of Finance Regulation on the current and periodical information Publisher by the securities issuers and the conditions of regarding as equivalent of the information required by the non-member states regulations (Dz. U. z 2009 r. Nr 33 poz. 259 – Journal of Law of 2009, No 33 item 259 with a subsequent changes).
26.04.2010
CURRENT REPORT No 10/2010 of April 26, 2010.
APPOINTING KRAKCHEMIA S.A. BOARD FOR A NEW TERM
KRAKCHEMIA S.A Board informs that KRAKCHEMIA S.A. Supervisory Board, during its sitting of April 26, 2010 adopted a resolution concerning the appointment of The Company Board for a new term, according to which KRAKCHEMIA S.A. Supervisory Board, on the basis of § 5 para.1 item 1.1 of the Company Articles, resolves that the Company Board shall consist of 3 members, in the hitherto, unchanged composition:
· Andrzej Zdebski – Chairman of the Board,
· Bogdan Wrześniak – Vice-Chairman of the Board,
· Włodzimierz Oprzędek – Vice-Chairman of the Board
Mr. Andrzej Zdebski – Chairman of the Board,
Function performed in the Issuer’s Company : Chairman of the Board
Andrzej Zdebski has a higher legal education. Mr. Zdebski graduated from the Law Department at
the Jagiellonian University. Solicitor. He has an extensive experience in management. In years 1984-1992, he was an assistant at the Jagiellonian University, International Public Law Department. He held the post of the Director in the Polish Chamber of Foreign Trade, Kraków branch (1992-1994) and
in the Chamber of Industry and Commerce in Kraków, 1994-1997. 1997-2001, he was the Director
of branches and central departments of the following banks : BWR SA in Kraków, Deutsche Bank 24, Millennium Prestige. He held the position of Deputy Secretary in the Ministry of Economy and Labour (2001-2003).
2003-2006, Mr. Zdebski was the Chairman of the Board in the Polish News Agency and Foreign Investment Stock Company, and since 2007 until now, he has Bern holding the position of
the Chairman of KRAKCHEMIA S.A Board.
He sat in the Supervisory Boards : 2002-2003 Bank Gospodarstwa Krajowego as a member, 2006 in CONDOMI AG as a member.
Currently, the Chairman of the Supervisory Board of the International Airport (Międzynarodowy Port Lotniczy im. Jana Pawła II – Kraków Balice) and the member of the Supervisory Boards of NFI Jupiter, Agroman S.A., the President of the Chamber of Trade and Industry in Kraków (Izba Przemysłowo-Handlowa), Chilean Honorary Consul in Kraków.
Mr. Andrzej Zdebski does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry)
Mr. Bogdan Wrześniak – Vice-Chairman of the Board, General Director.
Function performed in the Issuer’s Company : Vice-Chairman of the Board
Mr. Wrześniak has a higher technical education. He graduated from the Kraków Polytechnical University. He passed the state exam that entitles to sit in the supervisory boards of companies. 1989-2001, he held the position of a Director in KPUH Barbakan Sp. z o.o. (Ltd) and held the subsequent positions of a Member of the Board and the Chairman of the Board. Since 2002, he has been connected with KRAKCHEMIÄ„ S.A., where he held the position (2002-2007) of the Chairman of the Board. Since 2007, he has been the Vice-Chairman of the Board, the General Director. Simultaneously, Mr. Wrześniak had been holding the post of the Chairman of the Board in Lexberg
Sp. z o.o.(Ltd) in Kraków.
Mr. Bogdan Wrześniak does not carry out an activity that is competitive in relation to the activity performed in the Issuer’s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
Mr. Włodzimierz Oprzędek – Vice-Chairman of the Board, Managing Director
Function performed in the Issuer`s Company : Vice-Chairman of the Board
Mr. Oprzędek has a higher, technical education. He graduated from Akademia Górniczo-Hutnicza
in Kraków (the Academy of Mining and Metallurgy). He completed his post-graduate studies at
the University of Economics in Kraków, Economics and Organisation of Construction Export in 1990 as well as Economics and Management of Companies in 2002. 1980-1989, he was an assistant at Akademia Górniczo-Hutnicza in Kraków. As a specialist in export, he worked in Kolejowe Zakłady Automatyki (Railway Automation Works) 1989-1991. From 1991 to 2000, he was affiliated with Trade Company KrakChemia S.A (currently ALMA MARKET S.A.), where he held the positions of
a specialist in foreign trade and the manager of Foreign Trade Office, consecutively.
In KrakChemia S.A.( before its transformation in 2004, the company existed as KrakChemia-Hurt
Sp. z o.o.(Ltd)), he has been working since its creation, i.e. since 2000. He has held the positions of the Foreign Trade Office Manager, the Director for Co-operation and Implementation as well as in
the function of Managing Director. Until 2002, he was the company’s proxy. Since 2002 until now, he has held the position of the Vice-Chairman of the Board as the Managing Director.
Mr. Włodzimierz Oprzędek does not carry out an activity that is competitive in relation to the activity performed in the Issuer`s company, neither is he a member of a competitive company as an associate of a joint stock company, partnership nor as a member of limited company body, nor any other competitive legal person in the function of a member of its body. He is not inscribed in the Insolvent Debtors` Register (Rejestr Dłużników Niewypłacalnych) administered on the basis of the Bill on KRS (National Court Registry).
The Legal Basis: § 5 sec. 1 item 22 of the Minister of Finance Regulation of February 19, 2009 concerning the current and periodical information published by the securities issuing entities (Official Journal, Dz. U. Of 2009 No 33 item. 259)
21.04.2010
CURRENT REPORT No. 9/2010 of April 21, 2010
SUMMONING THE ORDINARY GENERAL SHAREHOLDERS MEETING
I.
KRAKCHEMIA Joint Stock Company Board with a seat in Kraków, ul. Pułkownika Dąbka 10, entered to the Commercial Register by the Kraków Śródmieście Regional Court in Kraków, XI Economic Department of the National Court Register (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie, XI Wydział Gospodarczy Krajowego Rejestru Sądowego) under NCR number (numer KRS) 0000217348 (referred to thereafter as “Company”) on the basis of art. 399 § 1 w zw. z art. 4021 § 1 of the Commercial Company Code, convenes herewith an Ordinary General Meeting on the day May 17, 2010 at 12:00 o`clock, which is going to take place in Kraków, Floriańska Street 3.
II.
The Company Board proposes the following agenda :
1. Opening the General Meeting;
2. Choice of the Chairman of the General Meeting.
3. Stating the validity of summoning the General Meeting as well as its capability to vote
resolutions.;
4. Passing the resolution of annulling the secret ballot in the matters concerning the choice
of the Returning Officers Panel members.
5. Choice of the Returning Officers Panel composition.
6. Presenting and accepting the agenda.
7. Presenting the Company Board report on the Company activity and the financial report of
the Company for the financial year 20009.
8. Presenting the Supervisory Board report on the review of the Company financial report,
the Company Board report on the Company activity for the year 2009 and the Company Board
motion concerning the use of profit for the financial year 2009, and also presenting the
Company situation assessment, taking into consideration of the inner control system of the
considerable risk management as well as the Supervisory Board activity assessment.
9. Passing resolutions concerning :
9.1. Approval of the Board report on the Company activity and the financial report for the financial
year 2009;
9.2. Approval of the Supervisory Board report on the review of the Company financial report,
the Board`s report on the Company activity for the financial year 2009 and the Board motion
concerning the use of profit for the financial year 2009;
9.3. Passing the vote of approval on the fulfilment of duties by the members of the Company Board
in the financial year 2009;
9.4. Passing the vote of approval on the fulfilment of duties by the members of the Supervisory
Board in the financial year 2009;
9.5. Use of profit for the financial year 2009;
9.6. Determination of the number of the Supervisory Board members for the new term;
9.7. Appointing the members of the Supervisory Board for the new term;
9.8. Determination of salaries for the Supervisory Board members;
9.9. Changes in the General Shareholders Meeting Regulations.
10. Closing the assembly.
III.
In reference to Art. 4022 of CCC, the Board publishes information concerning the participation in the General Shareholders Meeting :
- The shareholders possessing at least 1/20 of the initial capital are entitled to demand the placement of particular matters in the General Shareholders Meeting agenda. The demand should be announced to KRAKCHEMIA S.A. Board no later than on April 26, 2010. The demand should contain justification and the draft of a proposed resolution concerning the agenda item proposed. A written form is required – the demand should be submitted at the Company seat (Kraków, ul. Płk. Dąbka 10), or in the electronic form and transferred only to the electronic mail address: wza@krakchemia.pl
The shareholder should indicate that he/she is in the possession of the required number of shares as on the date of the demand presentation i.e. he/she should enclose the certificate of shares or the certificate granting the right of participation in the General Meeting together with the demand. In case of legal persons and organisational entities without the legal person status, one needs additionally present the right of acting as a proxy on behalf of this entity through enclosing an up-to-date copy of the appropriate registry for the entity.
In case of shareholders presenting a demand by means of electronic media of communication, the documents should be transferred in the PDF format.
The demand transferred by the shareholders using the electronic communication means in a manner different than through the aforementioned email address, or without meeting the aforementioned requirements, does not have any legal effects with regard to the Company and as such is not considered.
- The shareholders possessing at least 1/20 of the initial capital may present the resolutions drafts concerning the matters introduced to the agenda of the General Meeting or the matters, which are to be introduced to the agenda. The demand is to be presented in the written form at the Company seat (Kraków, ul. Płk. Dąbka 10) or using the electronic communication means (in the manner and at the e-mail address presented in point 1 above).
The drafts of resolutions transferred by the shareholders using the electronic communication means in the manners other than through the email address mentioned above or without meeting the conditions described above, do not have any legal effects with regard to the Company.
- Each of the shareholders entitled to participate in the General Meeting can introduce drafts of resolutions concerning the matters placed in the agenda during the General Meeting.
- A shareholder may participate in the General Meeting and execute his right of vote personally or by means of a proxy. A sample of the form for right of vote execution by means of a proxy was placed on the internet page www.krakchemia.pl/795/GM/en/ .
The proxy is not obliged to vote by means of the aforementioned form.
At the same time, the Company Board informs that in case where the shareholder appoints a proxy together with an instruction concerning the vote, the Company will not verify if the proxies execute the right in accordance with the instruction, which was granted by the shareholder.
The right of representation in the voting through the proxy should be granted in a written form or in an electronic one. Granting the right of proxy in the electronic manner does not require an authorized digital signature verified by a valid signer`s private key.
The shareholder is obliged to transfer to the Company a note informing of granting the right of proxy in the electronic form at the electronic mail address
wza@krakchemia.pl, not later than by May 17, 2010, 8 o`clock Warsaw Mean Time.
In case of transfer of the note on granting the right of proxy in the electronic manner, the shareholder or the person authorized to take part in the General Meeting, sends, at the afore-mentioned electronic address the following :
1) Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2) The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3) Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
4) Electronic mail address for communication with the shareholder or his/her proxy.
The aforementioned stipulations are applied accordingly, to the notification on withdrawal of the right of proxy in an electronic form.
The notifications transferred by the shareholders in the form other than through the aforementioned electronic mail or without meeting the requirements outlined above, will not cause legal effects with regard to the Company.
The shareholders will be allowed to participate in the General Meeting upon the identity card presentation, and the proxies upon the identity card presentation accompanied by the valid right of proxy granted in the written manner or through an electronic manner (the proxy should present the printout of the right of proxy).
The proxies of legal persons or the organisational units without legal personality are additionally obliged to present an up-to-date copies from respective registers, naming the people authorized to represent the entities.
- The Company Articles do not stipulate possibility of General Meeting attendance via the use of electronic communication means.
- The Company Articles do not stipulate possibility of voicing opinions at the General Meeting via the use of electronic communication means
- The Company Articles do not stipulate possibility of right of vote execution via correspondence nor via the use of electronic communication means during the General Meeting.
- The date for registration of General Meeting participation is May 1, 2010.
- The right of participation in KRAKCHEMIA S.A. General Meeting belongs to the people who:
a) As on 16 days before the General Meeting (i.e. May 1, 2010) are the Company shareholders
b) In the period from April 22 and May 4, 2010, submit to the entity carrying the security account, where the Company shares are inscribed, a demand of issuing a name-bearing certificate on the right of vote in the General Meeting.
KRAKCHEMIA S.A. determines a list of shareholders authorized to participate in the General Meeting on the basis of a list received from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych).
On the days of May 12 through 14, 2010, in the hours from 9 a.m to 4 p.m, at the seat of KRAKCHEMIA S.A (Kraków, ul. Płk. Dąbka 10), a list of shareholders authorized to participate at the General Shareholders Meeting will be presented. A shareholder is entitled to demand the list to be transferred to his electronic email address upon request.
5. People authorized to participate in the General Meeting may obtain the complete documentation text which is to be presented at the General Meeting and the drafts of resolutions at KRAKCHEMIA S.A. seat (Kraków, ul. Płk. Dąbka 10) or at the Company website :
www.krakchemia.pl/795/GM/en/
6. KRAKCHEMIA S.A. will make available all necessary information concerning the General Meeting at the Company website at
www.krakchemia.pl/795/GM/en/
IV. KRAKCHEMIA S.A. Board publishes the texts of resolution drafts to be presented at the General Meeting.
Resolution No 1 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr./Ms ______ as the Chairman of the Meeting”
Resolution No 2 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves, acting on the basis of art.420 § 3 of CCC, to annul the secret ballot with regard to the choice of the Returning Officers Panel composition”
Resolution No 3 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting appoints the Returning Officers Panel in the following composition ________________”:
Resolution No 4 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting adopts the agenda presented.”
Resolution No 5 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting approves the Board report on the Company activity in the financial year 2009 and the financial report for the financial year 2009, which is composed of:
1. the balance compiled for the 31st of December, 2009 which on the asset and the liabilities with own equity side amounts to 105 893 696,01 PLN.
2. Profit and Loss Account for the accounting year from 1st of January until 31st December 2009, presenting a net profit of 2 170 083,11 PLN
3. the financial flow account for the accounting year from 1st January until 31st December 2009, presenting an increase of cash by 7 256 534,04 PLN.
4. Own equity changes for the financial year from 1st January until 31st December 2009 presenting an increase in own capital by the amount of 2 170 083,11PLN.
5. additional information upon accounting rules adopted and other explanations for the accounting year from 1st January until 31st December 2009”
Resolution No 6 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting approves the Supervisory Board report on the review of the Company financial report, the Board report on the Company activity for the accounting year 2009 and the Company Board motion concerning the use of profit for the financial year 2009.”
Resolution No 7 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Andrzej Zdebski a vote of approval on the fulfilment of duties as the Chairman of the Company Board in the financial year 2009.”
Resolution No 8 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Bogdan Wrześniak a vote of approval on the fulfilment of duties as Deputy Chairman of the Company Board in the financial year 2009.”
Resolution No 9 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Włodzimierz Oprzędek a vote of approval on the fulfilment of duties as the Deputy Chairman of the Company Board in the financial year 2009.”
Resolution No 10 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Jerzy Mazgaj a vote of approval on the fulfilment of duties as the Chairman of the Supervisory Board in the financial year 2009.”
Resolution No 11 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Pilch a vote of approval on the fulfilment of duties as the Deputy Chairman of the Supervisory Board in the financial year 2009.”
Resolution No 12 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Mariusz Wojdon a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Resolution No 13 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Konrad Hernik a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the financial year 2009.”
Resolution No 14 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Mr. Grzegorz Hajdarowicz a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from January 1, 2009 to March 2, 2009.”
Resolution No 15 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting resolves to grant Ms Ilona Mailk a vote of approval on the fulfilment of duties as a Member of the Supervisory Board in the period from March 3, 2009 to December 31, 2009.”
Resolution No 16 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting destines the entire net profit for the accounting year 2009 amounting to ______PLN for the supplementary capital of the Company”
Resolution No 17 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting determines that the number of the Supervisory Board members in the new term of office will amount to ___ people”
Resolution No 18 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting appoints Mr./Ms ______ as a member of the Supervisory Board”
Resolution No 19 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting determines a monthly salary for the members of the Company Supervisory Board in the amount of ______”
Resolution No 20 of KRAKCHEMIA S.A General Shareholders Meeting
“KRAKCHEMIA S.A General Shareholders Meeting, acting on the basis of § 5 item 3.4 of the Company Articles, votes the following changes in the General Meeting Regulations :
a) the point 5.2 of the General Meeting Regulation takes the following wording :
5.2.1. The right of representation in the voting through the proxy may also be granted in in an electronic manner. In such a case, the shareholder or the person entitled to participate in the General Meeting transfers the following at the Company electronic mail address, which is indicated at the Company website:
1) Scan of the certificate of share concerning the Company stocks or the notification on the right of participation in the General Meeting of the Company,
2) The text or scan of the right of proxy granted, containing the data of the person granting the right or the people acting on his/her behalf in accordance with the rules of proxy representation valid with the person granting the right,
3) Scan of the identity card or passport (containing the date enabling the identification of the bearer) of the proxy, who is a natural person
4) Scan of a copy from the register pertaining to the proxy being a legal person or an organizational unit without legal personality,
5) Electronic mail address for communication with the shareholder or his/her proxy.
5.2.2. The notification on granting the right of proxy should be transferred at the indicated electronic mail address a day before the General Meeting at the latest, unless some other date is stated in the announcement of the General Meeting. Moreover, the proxy should present upon registration at the General Meeting the printout of the right of proxy and identity card.
5.2.3. The aforementioned stipulations are accordingly applied to the notification on the right of proxy cancellation in the electronic manner.
5.2.4 The notifications transferred by the shareholders in a manner other than through the electronic mail address indicated on the Company website or by not meeting the requirements of 5.2.1 – 5.2.2. shall not cause legal effect with regard to the Company.
b) After the point 5.3, points 5.4 – 5.7 are added. They have the following wording :
“5.4. Motions, demands, resolution drafts, enquiries and notifications submitted by the shareholders in the electronic manner may be transferred only through the electronic mail at the address indicated on the Company website.
5.5. The person who uses the right of electronic communication with the Company has an obligation to indicate that he/she is a shareholder – or – that he/she is entitled to participate in the General Meeting through sending the following documents in PDF form together with the motion, enquiry, resolution draft or notification, transferred at the electronic mail address :
1) The certificate of share or the notification on the right of participation in the General Meeting of the Company, as well as :
2) In case of a natural person – a scan of identity card or passport (containing the date enabling identification of the bearer),
3) In case of a legal person or organisational unit not possessing the legal personality – scan of the copy from the register pertaining to the person/unit
5.6 The Notifications transferred in other manner than through the electronic mail address, which is mentioned in 5.4 above or without meeting the stipulations of 5.4-5.5. do not cause legal effect with regard to the Company.
5.7. If a given person is not mentioned on the list obtained by the Company from the entity carrying out the securities account indicated in Art. 4063 §6 CCC, but shall present a certificate of the right to participate in the Company General Meeting issued by the entity carrying out the securities account for the person, which does not invoke any doubt, the person may be accepted to participate in the General Meeting”
Justification for the Resolution No.20
The necessity for the introduction of change in the General Meeting Regulations is a consequence of Commercial Company Code amendment concerning the public company general meetings, which came into force on August 3, 2009. The changes to General Meeting Regulations aim at determining particular conditions of electronic communication with the Company, including determination of the manner of electronic communication with the Company, which is to be executed through a specific electronic mail address, indicated on the Company website. The changes proposed will also enable to specify the documents, which should be enclosed to the notification on the right of proxy concerning the participation in the general shareholders meeting transferred through electronic medium. The proposed stipulation of the updated point 5.7 of the Regulation aims at enabling the participation in the General Meeting of people who –despite utmost care – are not mentioned on the list compiled by the entity carrying out the securities deposit.
KRAKCHEMIA S.A. Board
The Legal Basis:
§ 38 sec. 1 of the Minister of Finance Regulation of February 19, 2009 concerning the current and periodical information published by the securities issuing entities (Official Journal, Dz. U. Of 2009
No 33 item. 259)
29.03.2010
CURRENT REPORT NO 8/ 2010 OF MARCH 29, 2010
CONCLUSION OF A CONSIDERABLE CONTRACT
KRAKCHEMIA S.A. Board informs that the amount of forward type safeguarding transactions (contracts) concluded with PKO Bank Polski S.A. with headquarters in Warszawa (the Bank) exceeded 10 per cent of KRAKCHEMIA S.A. equity capital.
The subject of the contracts concluded with the Bank is safeguarding of currency exchange rates fluctuations resulting from trading products` sale and purchase transactions, the payment for which follows on the date later than the order.
Particular transactions that are concluded refer to the real delivery of currency (euro) by virtue of the import purchase executed and each of them is correspondent to the trade liability and the period of their payment, which do not exceed 4 months.
Concluding the transactions of forward type, which safeguard the risk of currency exchange rates fluctuation, poses a part of Company strategy aiming at minimalizing the influence of currency exchange rates fluctuations over the financial results.
The transactions were concluded on market conditions, which did not differ from a common practice in such financial operations.
The criterion of regarding a contract as considerable is the value of the contract`s subject exceeding 10 per cent of KRAKCHEMIA S.A. equity capital.
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259)
15.02.2010
CURRENT REPORT NO 7/ 2010 OF FEBRUARY 15, 2010
CONCLUSION OF A CONSIDERABLE CONTRACT
KRAKCHEMIA S.A. Board informs that the amount of forward type safeguarding transactions (contracts) concluded with Bank Handlowy w Warszawie S.A. with headquarters in Warszawa (the Bank) exceeded 10 per cent of KRAKCHEMIA S.A. equity capital.
The subject of the contracts concluded with the Bank is safeguarding of currency exchange rates fluctuations resulting from trading products` sale and purchase transactions, the payment for which follows on the date later than the order.
Particular transactions that are concluded refer to the real delivery of currency (euro) by virtue of the import purchase executed and each of them is correspondent to the trade liability and the period of their payment, which do not exceed 3 months.
Concluding the transactions of forward type, which safeguard the risk of currency exchange rates fluctuation, poses a part of Company strategy aiming at minimalizing the influence of currency exchange rates fluctuations over the financial results.
The transactions were concluded on market conditions, which did not differ from a common practice in such financial operations.
The criterion of regarding a contract as considerable is the value of the contract`s subject exceeding 10 per cent of KRAKCHEMIA S.A. equity capital.
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259).
02 .02.2010
CURRENT REPORT NO 6/2010 OF FEBRUARY 02, 2010
PKO BP S.A. GRANTS BANK GUARANTEE
KRAKCHEMIA S.A. Board informs that on February 02, 2010 Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with headquarters in Warsaw, Regionalny Oddział Korporacyjny w Krakowie, acting on the Company`s commission, granted - irrevocably and unconditionally- a bank guarantee of payment execution in the amount of 22 000 000.00 PLN (verbatim twenty two million zloty), in favour of Basell Orlen Polyolefins Sprzedaż Sp. z o.o., with headquarters in Płock (the beneficiary of the guarantee), by virtue of trade commitments resulting from the Contract on non-exclusive distribution of January 20, 2010 concluded among Basell Sales & Marketing Company B.V., Basell Orlen Polyolefins Sprzedaż Sp. z o.o. and KRAKCHEMIA S.A.
The collateral for the guarantee is posed by a deposit in PLN currency on the KRAKCHEMIA S.A. own means. The guarantee is valid from March 1, 2010 until December 17, 2010. The aforementioned guarantee is transferrable i.e. the rights of the Beneficiary by virtue of the aforementioned guarantee may be transferred upon obtaining the Bank`s accord.
The criterion of regarding a contract as considerable is the value of the contract`s subject exceeding 10 per cent of KRAKCHEMIA S.A. equity capital.
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259).
29.01.2010
CURRENT REPORT NO 5/2010 OF JANUARY 29, 2010
CONCLUSION OF A CONSIDERABLE CONTRACT
KRAKCHEMIA S.A. Board informs that the amount of forward type safeguarding transactions (contracts) concluded with Bank BPH Spółka Akcyjna with headquarters in Kraków (the Bank) exceeded 10 per cent of KRAKCHEMIA S.A.equity capital.
The subject of the contracts concluded with the Bank is safeguarding of currency exchange rates fluctuations resulting from trading products` sale and purchase transactions, the payment for which follows on the date later than the order.
Particular transactions that are concluded refer to the real delivery of currency (euro) by virtue of the import purchase executed and each of them is correspondent to the trade liability and the period of their payment, which do not exceed 3 months.
Concluding the transactions of forward type, which safeguard the risk of currency exchange rates fluctuation, poses a part of Company strategy aiming at minimalizing the influence of currency exchange rates fluctuations over the financial results.
The transactions were concluded on market conditions, which did not differ from a common practice in such financial operations.
The criterion of regarding a contract as considerable is the value of the contract`s subject exceeding 10 per cent of KRAKCHEMIA S.A. equity capital
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259)
28.01.2010
Current Report No 4/2010 of January 28, 2010
THE DATES OF PUBLISHING THE PERIODICAL REPORTS IN 2010
KRAKCHEMIA S.A. Board publishes the dates of publishing the periodical reports in 2010.
I. The dates of publishing the quarterly reports
1. For the 1st quarter of 2010 May 13, 2010 (Thursday)
2. For the 3rd quarter of 2010 November 10, 2010 (Wednesday)
II. The date of publishing the half-year report for the first half of 2010 – August 27, 2010 (Friday)
III. The date of publishing the yearly report for the year 2009 – March 18, 2010 (Thursday)
The Company shall not publish the periodical report for the 4th quarter of 2009 and the periodical report for the 2nd quarter of 2010 in accordance with the stipulations of § 101 ust. 2 and § 102 ust. 1 of the Minister of Finance regulation of February 19, 2009 on the current and periodical reports published by the securities issuers and the circumstances of regarding as equivalent of the information required by the non-member state legal acts (Dz. U. z 2009 r. Nr 33, poz. 259 – the Journal of Law of 2009 No 33 item 259).
The report has been published in accordance with § 103 ust. 1 of the Minister of Finance regulation of February 19, 2009 on the current and periodical reports published by the securities issuers and the circumstances of regarding as equivalent of the information required by the non-member state legal acts (Dz. U. z 2009 r. Nr 33, poz. 259 – the Journal of Law of 2009 No 33 item 259).
25.01.2010
Current Report No 3/2010 of January 25, 2010
CONCULSION OF A CONSIDERABLE AGREEMENT
KRAKCHEMIA S.A. Board informs that the Company prolonged the current trading credit agreement in the current account with a contract of January 25, 2010 until January 23, 2011. The credit amounts to 8.8 m PLN and is concluded with Kredyt Bank Spółka Akcyjna with headquarters in Warszawa (Bank).
The collateral remains the same : own blank bill, cession of receivables from a group of selected Contractors. The company will establish an additional collateral in the form of the transfer of receivables from the trade receivables insurance policy issued by TU Euler Hermes S.A. (within the scope of contractors encompassed by the receivables transfer in favour of the Bank) in favour of the bank within 2 months from the date of signing the contract.
The credit bears interest in the amount of the changing level of WIBOR O/N rate, increased by the bank`s margin. The purpose of the credit is the current financing of the Company activity.
The criterion of considering the contract as considerable is the amount of contract subject exceeding 10 % of KRAKCHEMIA S.A. equity capital.
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259).
20.01.2010
CURRENT REPORT No. 2/2010 OF JANUARY 20, 2010.
CONCLUSION OF A SIGNIFICANT CONTRACT
Krakchamia S.A Board informs that on January 20, 2010 a three-party distribution contract was signed by Krakchemia S.A., Basell Sales & Marketing Company B.V. (BSM) with headquarters in Rotterdam, Holland as well as Basell Orlen Polyolefins Sprzedaż Sp. Z o. o. (BOPS) with headquarters in Płock.
The subject of the contract is the continuation of the co-operation based on the contract signed by the parties on November 8, 2007 on the conditions included therein. The co-operation comprises promotion and distribution of the polyolefin products defined in the contract (plastic raw materials).
By virtue of the contract, KRAKCHEMIA S.A is one of the chief distributors on the territory of Poland - appointed by BSM and BOPS - of the products determined in the contract. The products are manufactured and packed under BSM trade marks.
The contract has been concluded for the determined period expiring on December 31, 2011 and stipulating a 6 month period of notice, with a reservation that it cannot be annulled sooner than after 6 months of its conclusion.
Irrespective of any other rights in possession, each of the parties has the right to annul the Contract in writing with immediate validity in the case when :
1)One of the parties breaches fundamental stipulations of the contract
2)One of the Parties is subject to (or starts) a bankruptcy or liquidation procedure ;if receiving order has been established;
the Company has been put into receivership or an equivalent of the procedure occurred; or if there appeared
circumstances that might lead to such events;
3)Change of control of the Company has taken place.
The criterion for regarding a contract as considerable is the value of the contract subject which exceeds 10 % of the Company sales for the period of four accounting quarters.
Legal basis :
§ 5 ust. 1 pkt 3 of the Minister of Finance regulation on the current and periodical information published by the securities issuers and the circumstances of regarding as equivalent of the information required by the legal acts of a non-member state (Dz. U. z 2009 r. Nr 33 poz. 259 – The Journal of Law of 2009, No 33 item 259).
07.01.2010
CURRENT REPORT No. 1/2010 OF JANUARY 7, 2010.
LIST OF 2009 REPORTS.
KRAKCHEMIA S.A. Board presents officially the comprehensive list of current and periodical reports submitted in 2009. Furthermore, the company informs that the reports listed are available on the company’s website: www.krakchemia.pl
Current reports:
1/2009 (January 6,2009) – Information that the company will not apply the corporate order rule.
2/2009 (January 7,2009) – List of 2008 reports.
3/2009 (January 12,2009) – Supplement for current report No. 2/ 2009 of January 7, 2009 List of
2008 reports.
4/2009 (January 19,2009) – Extending the credit agreement with Kredyt Bank S.A.
5/2009 (January 22,2009) – Calling the Extraordinary General Shareholders Meeting.
6/2009 (January 30,2009) – The agenda of publishing the periodical reports in 2009.
7/2009 (February 17,2009) – Draft resolutions of the Extraordinary General Assembly convened on
March 3rd, 2009.
(February 24,2009) – Correction of current report No. 6/2009 of January 30, 2009,
rectification of evident spelling mistake concerning the agenda of
publishing the periodical reports in 2009.
8/2009 (March 3,2009) – Supervisory Board member resignation.
9/2009 (March 4,2009) – The list of resolutions made at KRAKCHEMIA S.A. Extraordinary
General Shareholders Meeting of March 3, 2009.
10/2009 (March 4,2009) – Appointing a new member of the Supervisory Board.
11/2009 (March 4,2009) – Information concerning implementation of GPW quoted
companies` Good Practice Rule.
12/2009 (March 5,2009) – The list of shareholders possessing at least 5 % of votes at the
Extraordinary General Shareholders Meeting called for march 3, 2009.
13/2009 (March 26,2009) – Change in the dates of publishing the periodical reports in 2009.
14/2009 (March 31,2009) – Signing a significant contract.
15/2009 (May 12,2009) – Summoning the Ordinary General Shareholders Meeting.
16/2009 (June 4,2009) – The wording of the resolutions for the Ordinary General Shareholders
Meeting summoned for the day of 18.06.2009.
17/2009 (June 19,2009) – Listing of the resolutions passed at KRAKCHEMIA S.A. ordinary general
shareholders meeting of 18.06.2009.
18/2009 (June 22,2009) – The list of shareholders possessing at least 5% of votes at the
Ordinary General Shareholders Meeting of June 18, 2009.
19/2009 (July 3,2009) – Disclosing the confidential information about the conclusion of the
insurance contract.
20/2009 (July 13,2009) – Conclusion of a considerable contract.
21/2009 (July 17,2009) – Choice of the entity authorized to survey the financial reports of the
company.
22/2009 (July 22,2009) – The Change in the Company Articles. The Uniform Wording of the
Company Articles.
23/2009 (August 26,2009) – Signing the annex to the credit agreement with BRE BANK S.A.
Periodical report:
February 12,2009 – Periodical report 4th quarterly report, 2008.
March 30,2009 – Year report, 2008.
May 14,2009 – Periodical report 1st quarterly report, 2009.
August 24,2009 – Periodical report mid – year report, 2009.
November 13,2009 – Periodical report 3rd quarterly report, 2009.