Subject: Contents of the draft resolutions for the Ordinary General Assembly of Shareholders

Transcription

1 Date: April 16, 2010 Subject: Contents of the draft resolutions for the Ordinary General Assembly of Shareholders Legal basis: Art. 56, item 1 point 2 of the Act on Public Offering current and periodical information Contents: The Management Board of ES-SYSTEM S.A. announces the contents of the draft resolutions which are going to be the subject of the debate at the Ordinary General Assembly of ES-SYSTEM S.A. Shareholders convened for May 14, Draft resolutions enclosed. Legal basis: 38 item 1 point 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodical information conveyed by issuers of securities (Journal of Laws 2009, No.: 33, item. 259) changed by the Regulation of the Minister of Finance of August 6, 2009 (Journal of Laws 2009, No.: 131, pos. 1080)

2 Resolution No. 1 of the General Assembly of Shareholders Regarding: election of the Chairman Pursuant to Art of the Commercial Companies Code the Ordinary General Assembly of Shareholders of ES-SYSTEM Spółka Akcyjna with its seat in Krakow elects Mrs. / Mr... the Chairman of the General Assembly. Resolution No. 2 of the General Assembly of Shareholders Regarding: approval of the Management Board s report on the Company s operations in the year 2009 and approval of the Company s financial statement for the year 2009 Kraków, approves the Management Board s report on the Company s activity in the year 2009 and the financial statement of the Company for the year 2009, audited by Kancelaria Porad Finansowo-Księgowych dr Piotr Rojek Sp. z o.o. with its seat in Katowice, registered on the list of companies entitled to audit financial statements, including: the Company s balance sheet shows on assets and liabilities sides the sum of PLN ,40 zł (one hundred fifty six million two hundred twenty two thousand one hundred thirty five zlotys 40/ the income statement showing the net profit of PLN ,46 zł (nine million five hundred forty eight thousand three hundred seventy zlotys, 46/100) - the statement of changes in equity, - the cash flow account, - additional information according to which the business year 2009 was closed with the profit of PLN ,46 zł (nine million five hundred forty eight thousand three hundred seventy zlotys, 46/100) with equal sums of assets and liabilities of PLN ,40 zł (one hundred fifty six million two hundred twenty two thousand one hundred thirty five zlotys 40/ 1

3 Resolution No. 3 Regarding: the approval of the Management Board s report on the ES-SYSTEM Capital Group s operations and the approval of the consolidated financial statement of the ES-SYSTEM Capital Group for the business year The Ordinary General Assembly of ES-SYSTEM S.A. with its seat in Kraków, resolves on approving the Management Board s report on activities in the year 2009 of the ES-SYSTEM Capital Group including Companies: ES-SYSTEM S.A., ES-SYSTEM Wilkasy Sp. z o.o., ES- SYSTEM Rzeszów Sp. z o.o., ES-SYSTEM A.B., ES-SYSTEM Leuchten GmbH, ES-SYSTEM NT Sp. z o.o and the consolidated financial statement of the Capital Group for the business year 2009, audited by Kancelaria Porad Finansowo-Księgowych dr Piotr Rojek Sp. z o.o. with its seat in Katowice, registered on the list of the companies entitled to audit the financial statements, which includes: the consolidated balance sheet showing on the assets and liabilities sides the sum of PLN ,54 zł (one hundred seventy million eight hundred eleven thousand six hundred seventy six zlotys, 54/100) the income statement showing the net profit of PLN ,31 zł (nine million one hundred ten thousand two hundred twenty three zlotys, 31/100) - the statement of changes in the consolidated equity, - the consolidated statement of the cash flow, - additional information according to which business year 2009 was closed with a profit amounting to PLN ,31 zł (nine million one hundred ten thousand two hundred twenty three zlotys, 31/100) with equal sums of assets and liabilities in the amount of PLN ,54 zł (one hundred seventy million eight hundred eleven thousand six hundred seventy six zlotys, 54/100) 2

4 Regarding: profit appropriation Resolution No. 4 The Ordinary General Assembly of ES-SYSTEM S.A. with its seat in Kraków resolves to appropriate the profit for the business year 2009 in the amount of PLN ,46 (nine million five hundred fourty eight thousand three hundred seventy zlotys 46/100) for: 1. Reserve capital: PLN (five million two hundred sixty two thousand six zlotys 76/100) 2. Dividend payment: PLN (four million two hundred eighty six thousand three hundred sixty three zlotys 70/100) - number of participating shares: value of the dividend per share: PLN dividend date: July 1, dividend payment date: July 14, 2010 Resolution No. 5 Regarding: approval to the Management Board member Kraków, resolves to grant approval to the Management Board Member, Mr. Bogusław Pilszczek, of the performance of his duties in the year Resolution No. 6 Regarding: approval to the Management Board member Kraków, resolves to grant approval to the Management Board Member, Mr. Leszek Ciupiński, of the performance of his duties in the year

5 Resolution No. 7 Regarding: approval to the Management Board member Kraków, resolves to grant approval to the Management Board Member, Mr. Jacek Wysocki, of the performance of his duties in the year Resolution No. 8 Kraków, resolves to grant approval to the Supervisory Board member, Mrs. Bożena Ciupińska, of the performance of her duties in Resolution No. 9 Kraków, resolves to grant approval to the Supervisory Board member, Mr. Julian Pilszczek, of the performance of his duties in Resolution No. 10 Kraków, resolves to grant approval to the Supervisory Board member, Mr. Jerzy Burdzy, of the performance of his duties in

6 Resolution No. 11 Kraków, resolves to grant approval to the Supervisory Board member, Mr. Radosław Wojciechowski, of the performance of his duties in Resolution No. 12 Kraków, resolves to grant approval to the Supervisory Board member, Mr. Arkadiusz Chojnacki, of the performance of his duties in Resolution No. 13 Kraków, resolves to grant approval to the Supervisory Board member, Mr. Rafał Maciejewicz, of the performance of his duties in