MILKILAND: strona spółki
2.07.2020, 15:10
MLK Resolutions adopted at the Annual General Meeting of Shareholders of Milkiland N.V.
0 votes have been cast against of the proposal; and that
0 votes abstained. 3. The voting item of the Agenda of the Annual General Meeting of Shareholders: 6.a delegation to the Board of Directors of the power to resolve to issue shares and/or to grant rights to subscribe for shares. (item 6. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights). Resolution of the AGM: to delegate to the Board of Directors the authority to issue shares comprised in the Company's authorised share capital under the Company's articles of association, as amended from time to time, and/or to grant rights to subscribe for such shares, with the understanding that this authority is limited to 10% of the issued share capital of the Company at the date of the General Meeting. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 4. The voting item of the Agenda of the Annual General Meeting of Shareholders: 6.b delegation to the Board of Directors of the power to resolve to restrict or exclude pre-emptive rights. (item 6. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights). Resolution of the AGM: to delegate to the Board of Directors the authority to restrict or exclude pre-emptive rights in respect of such issue of shares and rights to subscribe for shares, all for a period of eighteen (18) months from the date of this General Meeting. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 5. The voting item of the Agenda of the Annual General Meeting of Shareholders: 7. Approval of cross-border migration and transfer of the Milkiland N.V.'s seat from the Netherlands to the Republic of Cyprus and to convert the legal form of the Company from a public company organized under the laws of the Netherlands to a public limited company under the laws of Cyprus (the “Re-domiciliation”). Resolution of the AGM: to approve cross-border migration and transfer of the Milkiland N.V.'s seat from the Netherlands to the Republic of Cyprus and to convert the legal form of the Company from a public company organized under the laws of the Netherlands to a public limited company under the laws of Cyprus (the “Re-domiciliation”). The shares of the Company will continue to be listed on the regulated market maintained by the Warsaw Stock Exchange after the Re-domiciliation becomes effective and they will still be dematerialised in the Polish National Depository for Securities (KDPW). 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 6. The voting item of the Agenda of the Annual General Meeting of Shareholders: 8. Approval of change of company name to Milkiland Public Company Limited. Resolution of the AGM: to approve a change of company name to Milkiland Public Company Limited. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 7. The voting item of the Agenda of the Annual General Meeting of Shareholders: 9. Adoption of decision for the new registered office address of the Company upon its registration in Cyprus as a continuing company Resolution of the AGM: to adopt a decision for the new registered office address of the Company upon its registration in Cyprus as a continuing company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 8. The voting item of the Agenda of the Annual General Meeting of Shareholders: 10. Amendment to and approval of the re-adoption of the Company’s new Articles of Association drafted in compliance with the laws of Cyprus. Resolution of the AGM: to amend to and approve the re-adoption of the Company’s new Articles of Association drafted in compliance with the laws of Cyprus. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 9. The voting item of the Agenda of the Annual General Meeting of Shareholders: 11. Appointment of the external auditor for the financial year 2019 and 2020. Resolution of the AGM: to appoint KPMG Limited Cyprus as the external auditor for the financial year 2019 and 2020 (subject to completion of the risk procedures). 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 10. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.a Re-appointment of Mr. Oleg Rozhko as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Oleg Rozhko as non-executive director of the Board of Directors, Chairman of the Board as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. O. Rozhko shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 11. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.b Re-appointment of Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors, Head of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. Willem Scato van Walt Meijer shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 12. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.c Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. V. Rekov shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 13. The voting item of the Agenda of the Annual General Meeting of Shareholders: 13. Adoption of decision for appointment of Directors, Secretary and authorized representative of the Company upon its registration in Cyprus as a continuing company. Resolution of the AGM: to approve the current Board of Directors members: ¬¬¬¬¬¬¬¬Mr. A. Yurkevych and Ms. O.Yurkevich as the Executive Directors of the Company and Non-executive Directors of the Company according to the item 12 above, to appoint Zedana Secretarial Limited, a Cyprus private limited company with the registration number HE222188, as a secretary of the Company, to appoint Hamervate Limited, a Cyprus private limited company with the registration number HE189321, as an authorized representative of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof.
0 votes abstained. 3. The voting item of the Agenda of the Annual General Meeting of Shareholders: 6.a delegation to the Board of Directors of the power to resolve to issue shares and/or to grant rights to subscribe for shares. (item 6. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights). Resolution of the AGM: to delegate to the Board of Directors the authority to issue shares comprised in the Company's authorised share capital under the Company's articles of association, as amended from time to time, and/or to grant rights to subscribe for such shares, with the understanding that this authority is limited to 10% of the issued share capital of the Company at the date of the General Meeting. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 4. The voting item of the Agenda of the Annual General Meeting of Shareholders: 6.b delegation to the Board of Directors of the power to resolve to restrict or exclude pre-emptive rights. (item 6. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights). Resolution of the AGM: to delegate to the Board of Directors the authority to restrict or exclude pre-emptive rights in respect of such issue of shares and rights to subscribe for shares, all for a period of eighteen (18) months from the date of this General Meeting. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 5. The voting item of the Agenda of the Annual General Meeting of Shareholders: 7. Approval of cross-border migration and transfer of the Milkiland N.V.'s seat from the Netherlands to the Republic of Cyprus and to convert the legal form of the Company from a public company organized under the laws of the Netherlands to a public limited company under the laws of Cyprus (the “Re-domiciliation”). Resolution of the AGM: to approve cross-border migration and transfer of the Milkiland N.V.'s seat from the Netherlands to the Republic of Cyprus and to convert the legal form of the Company from a public company organized under the laws of the Netherlands to a public limited company under the laws of Cyprus (the “Re-domiciliation”). The shares of the Company will continue to be listed on the regulated market maintained by the Warsaw Stock Exchange after the Re-domiciliation becomes effective and they will still be dematerialised in the Polish National Depository for Securities (KDPW). 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 6. The voting item of the Agenda of the Annual General Meeting of Shareholders: 8. Approval of change of company name to Milkiland Public Company Limited. Resolution of the AGM: to approve a change of company name to Milkiland Public Company Limited. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 7. The voting item of the Agenda of the Annual General Meeting of Shareholders: 9. Adoption of decision for the new registered office address of the Company upon its registration in Cyprus as a continuing company Resolution of the AGM: to adopt a decision for the new registered office address of the Company upon its registration in Cyprus as a continuing company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 8. The voting item of the Agenda of the Annual General Meeting of Shareholders: 10. Amendment to and approval of the re-adoption of the Company’s new Articles of Association drafted in compliance with the laws of Cyprus. Resolution of the AGM: to amend to and approve the re-adoption of the Company’s new Articles of Association drafted in compliance with the laws of Cyprus. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 9. The voting item of the Agenda of the Annual General Meeting of Shareholders: 11. Appointment of the external auditor for the financial year 2019 and 2020. Resolution of the AGM: to appoint KPMG Limited Cyprus as the external auditor for the financial year 2019 and 2020 (subject to completion of the risk procedures). 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 10. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.a Re-appointment of Mr. Oleg Rozhko as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Oleg Rozhko as non-executive director of the Board of Directors, Chairman of the Board as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. O. Rozhko shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 11. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.b Re-appointment of Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors, Head of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. Willem Scato van Walt Meijer shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 12. The voting item of the Agenda of the Annual General Meeting of Shareholders: 12.c Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors (item 12. Re-appointment of Non-executive members of the Board of Directors). Resolution of the AGM: to re-appoint Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2021. The remuneration of Mr. V. Rekov shall be in accordance with the remuneration policy of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. 13. The voting item of the Agenda of the Annual General Meeting of Shareholders: 13. Adoption of decision for appointment of Directors, Secretary and authorized representative of the Company upon its registration in Cyprus as a continuing company. Resolution of the AGM: to approve the current Board of Directors members: ¬¬¬¬¬¬¬¬Mr. A. Yurkevych and Ms. O.Yurkevich as the Executive Directors of the Company and Non-executive Directors of the Company according to the item 12 above, to appoint Zedana Secretarial Limited, a Cyprus private limited company with the registration number HE222188, as a secretary of the Company, to appoint Hamervate Limited, a Cyprus private limited company with the registration number HE189321, as an authorized representative of the Company. 24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal; 0 votes have been cast against of the proposal; and that 0 votes abstained. During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof.