KERNEL HOLDING S.A. - RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KERNEL ...

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| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | | | | |
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| | | | | UNI - EN REPORT No | 37 | / | 2014 | | | | |
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| | Date of issue: | 2014-12-11 | | | | | | | | | |
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| | Short name of the issuer | | | | | | | | | | |
| | KERNEL HOLDING S.A. | | | | | | | | | | |
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| | Subject | | | | | | | | | | |
| | RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KERNEL HOLDING S.A. HELD ON 10 DECEMBER 2014 | | | | | | | | | | |
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| | Official market - legal basis | | | | | | | | | | |
| | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne | | | | | | | | | | |
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| | Unofficial market - legal basis | | | | | | | | | | |
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| | Contents of the report: | | | | | | | | | | |
| | Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders which was held on 10 December 2014 at 15:00 CET at the Company?s registered office, 19 Rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in the wording as proposed in current report No 34/2014 published on 10 November 2014. All resolutions adopted at the Annual General Meeting of Shareholders come into force on the day of their adoption. In accordance with the provisions of the law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies, we hereby inform you of the resolutions adopted at the Annual General Meeting of shareholders: FIRST RESOLUTION The General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves these reports. This resolution has been adopted by a
majority of 44,663,726 votes in favor, 0 votes against, 30,327 votes abstained. SECOND RESOLUTION The General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves in their entirety the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2014, with a resulting consolidated net loss attributable to equity holders of the Company of ninety eight million three hundred six thousand US dollars (USD 98,306,000.-). This resolution has been adopted by a majority of 44,663,726 votes in favor, 0 votes against, 30,327 votes abstained. THIRD RESOLUTION The General Meeting, after having reviewed the management report of the board of directors and the report of the independent auditor of the Company, approves in their entirety the Parent Company?s annual accounts (unconsolidated) for the financial year ended on 30 June 2014. This resolution has been adopted by a majority of
44,663,726 votes in favor, 0 votes against, 30,327 votes abstained. FOURTH RESOLUTION The General Meeting approves the proposal of the board of directors to (i) carry forward the net loss of the Parent Company annual accounts (non-consolidated) of seventy million thirty-two thousand nine hundred fifty-five US dollars and thirty-three cents (USD 70,032,955.33-) and (ii) after allocation to the legal reserve of the Company, to declare a dividend at twenty-five cents per ordinary share (USD 0,25.-) for the financial year ended on 30 June 2014. The general meeting delegates to the board of directors to set up record and payment dates for the dividends distribution. This resolution has been adopted by a majority of 40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. FIFTH RESOLUTION The General Meeting decides to grant discharge to the directors of the Company for their management duties and the exercise of their mandates in the course of the financial year ended on 30 June 2014. This
resolution has been adopted by a majority of 44,663,726 votes in favor, 0 votes against, 30,327 votes abstained. SIXTH RESOLUTION The General Meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrzej Danilczuk for a one year term, decides to renew the mandates of Mr. Andrzej Danilczuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. SEVENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Ton Schurink for a one year term, decides to renew the mandates of Mr. Ton Schurink for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 39,947,501 votes
in favor, 246,552 votes against, 4,500,000 votes abstained. EIGHTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Sergei Shibaev for a one year term, decides to renew the mandates of Mr. Sergei Shibaev for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 39,947,501 votes in favor, 0 votes against, 4,746,552 votes abstained. NINTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova for a one year term, decides to renew the mandates of Mrs. Anastasiia Usachova for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 40,114,653 votes in favor, 79,400 votes against, 4,500,000
votes abstained. TENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Viktoriia Lukianenko for a one year term, decides to renew the mandates of Mrs. Viktoriia Lukianenko for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. ELEVENTH RESOLUTION The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yuriy Kovalchuk for a one year term, decides to renew the mandates of Mr. Yuriy Kovalchuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. TWELFTH RESOLUTION The
general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Kostiantyn Lytvynskyi for a one year term, decides to renew the mandates of Mr. Kostiantyn Lytvynskyi for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2015. This resolution has been adopted by a majority of 40,114,043 votes in favor, 80,010 votes against, 4,500,000 votes abstained. THIRTEENTH RESOLUTION The general meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to two hundred fifteen thousand US dollars (USD 215,000.-), approves the independent directors? fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2015, for a total gross annual amount of two hundred fifteen thousand US dollars (USD 215,000.-). This resolution has been adopted by a majority of
40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. FOURTEENTH RESOLUTION The general meeting, having acknowledged that fees (tantiemes) paid to the executive directors for their previous term as members of the board of directors amounted in total to fifty thousand US dollars (USD 50,000.-), approves the executive directors? fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2015, for a total gross annual amount of two hundred fifty thousand US dollars (USD 250,000.-) including two hundred thousand US dollars (USD 200,000.-) to be paid to the chairman of the board of directors. This resolution has been adopted by a majority of 40,194,053 votes in favor, 0 votes against, 4,500,000 votes abstained. FIFTEENTH RESOLUTION The general meeting grants discharge to the independent auditor of the Company, Deloitte Audit, a société ? responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220
Luxembourg, registered with the Luxembourg Trade and Companies? Register under number B 67 895 for the financial year ended on 30 June 2014. This resolution has been adopted by a majority of 44,663,726 votes in favor, 0 votes against, 30,327 votes abstained. SIXTEENTH RESOLUTION The general meeting, following proposal by the board of directors to reappoint Deloitte Audit, a société ? responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies? Register under number B 67 895 as independent auditor of the Company, resolves to reappoint Delloitte Audit, a société ? responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies? Register under number B 67 895 as independent auditor of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2015.?. This resolution has
been adopted by a majority of 44,417,174 votes in favor, 0 votes against, 276,879 votes abstained. | | | | | | | | | | |
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| | Annexes | | | | | | | | | | |
| | File | Description | | | | | | | | | |
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REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

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| | | KERNEL HOLDING S.A. | | | | | | | | | | | |
| | | (fullname of the issuer) | | | | | | | | | | | |
| | | KERNEL HOLDING S.A. | | Spożywczy (spo) | | | | | | | | | |
| | | (short name of the issuer) | | (sector according to clasification of the WSE in Warsow) | | | | | | | | | |
| | | L-1331 | | Luksemburg | | | | | | | | | |
| | | (post code) | | (city) | | | | | | | | | |
| | | rue de Bitbourg | | 19 | | | | | | | | | |
| | | (street) | | (number) | | | | | | | | | |
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| | | (phone number) | | | (fax) | | | | | | | | |
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| | | (e-mail) | | | (web site) | | | | | | | | |
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| | | (NIP)
| | | (REGON) | | | | | | | | |
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REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY