Executive Director and Chief Financial Officer Independent Non-Executive Director

Size: px

Start display at page:

Download "Executive Director and Chief Financial Officer Independent Non-Executive Director"

Diane Simpson
5 years ago
Views:

1 MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NEW WORLD RESOURCES N.V. HELD ON 26 APRIL 2012 AT 11:00 (CET) AT THE DORINT HOTEL, AMSTERDAM, THE NETHERLANDS 1. Opening, announcements and voting procedure. Mike Salamon, Executive Chairman of the Board of Directors of New World Resources N.V. ( NWR or the Company ) opened the Annual General Meeting of Shareholder of NWR, welcomed the attendees and stated that he would act as chairman of the meeting (the Chairman ). The Chairman then introduced the members of the Board of Directors that attended the meeting: Marek Jelínek Paul Everard Barry Rourke Steven Schuit Executive Director and Chief Financial Officer Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director The following persons were introduced: Lucie Vávrová Company Secretary Radek Němeček Head of Investor Relations department David Zoubek NWR s Chief Legal Officer Frank van het Kaar Audit partner, KPMG Frederieke Slot Counsel from the law firm Boekel De Nerée The Chairman stated that Mr. Hans-Jörg Rudloff excused himself from the meeting. In accordance with Article 23 Paragraph 1 of the Company s Articles of Association, the Chairman designated Lucie Vávrová as Secretary of the meeting and declared the English language as the official language of the meeting. He stated that the meeting had been convened with due observance of all legal and statutory provisions. The notice to attend the meeting including the agenda, the explanatory notes to the agenda, the Annual Report and the Annual Accounts 2011 proposed for approval were published on NWR s website and were available for inspection at the office of NWR. The Chairman further stated that at the record date (29 March 2012), the issued share capital of the Company amounted to EUR 105,883,486 and had not changed since then. It consisted of 264,698,715 A shares and 10,000 B shares. According to the attendance list, the majority shareholder of NWR, New World Resources Plc, was represented by a proxy holder who voted 264,119,398 A shares and 10,000 B shares. The Chairman stated that the Secretary of the meeting received voting instructions from the shareholders with respect to 264,253,050 shares. In total % of the total issued share capital of the Company was present or represented at the meeting. The Chairman explained that the resolutions proposed for voting would require an absolute majority of votes cast. He further stated that according to Article 23 Paragraph 2 of the Articles of Association, the Chairman should decide all matters regarding the exercise of voting rights. The Chairman proposed to vote by acclamation for all voting items on the agenda. If a person wished to abstain from voting or wished to vote against the proposal, that person was asked to state his/her name and the number of shares he/she was allowed to vote. The minutes of the meeting explicitly mention the number of votes cast against the resolutions or abstaining from voting. The voting instructions received by the Secretary of the meeting were reflected in the outcome of the voting and in these minutes. 1 / 7

2 After the voting by acclamation, the Secretary calculated the votes, the voting results were displayed on the screen and the Chairman stated whether or not the resolution had been adopted. There were neither questions nor objections regarding the proposed method of voting. The Chairman recorded that the meeting had approved the voting procedure. The Chairman then proceeded to agenda item Annual Report; corporate governance; Annual Accounts. a. Discussion of the Annual Report, including corporate governance. The Chairman stated that the Annual Report 2011, including the Annual Accounts 2011, was prepared in accordance with Dutch law and the relevant rules, laws and regulations relating to the trading of the Company s A shares on the Warsaw Stock Exchange. There were no questions regarding the Annual Report The Chairman stated that the Annual Report 2011 included a detailed section on corporate governance, including a report on compliance with the corporate governance regulations and best practice codes applicable in the jurisdictions relevant for NWR. There were no questions regarding NWR s corporate governance. b. Adoption of the Annual Accounts (voting point). The Chairman stated that the Annual Accounts 2011 were prepared under Dutch law (using IFRS rules) and were the statutory annual accounts submitted to the shareholders for adoption. They were prepared by the Board of Directors and audited by KPMG Accountants N.V., NWR's external auditor, who provided an unqualified auditor s report. There were no questions regarding the Annual Accounts To adopt the Annual Accounts of New World Resources N.V. for the financial year c. Discussion of the reserves and dividend policy. The Chairman referred to the explanatory notes to the agenda of the meeting, which set out NWR s reserves and dividend policy. It was stated that in September 2011, NWR paid an interim dividend in cash in the amount of EUR 0.16 per A share. The Board of Directors had also declared a final dividend for the year ended 31 December 2011 of EUR 0.07 per A share paid to A shareholders. Together with the interim dividend of EUR 0.16 per A share paid in September 2011, this took the full year dividend payable to A shareholders to EUR 0.23 per share in respect of the year ended 31 2 / 7

3 December This represents approx. a 50% payout ratio for The Board of Directors remains committed to its policy of distributing approximately 50% of its annual net income over the business cycle. There were no questions regarding the reserves and dividend policy of NWR. The Chairman then proceeded to agenda item Discharge of Directors for their management during the past financial year (voting point). The Chairman explained that under Dutch law, the discharge of the directors from liability in respect of their management during the previous financial year relates only to possible liability of Directors against the Company. In other words, the Company can no longer hold the Directors liable for certain acts performed by them. It was noted though, that the discharge only relates to facts which are known to the general meeting of shareholders, based on - inter alia - the Annual Report and the Annual Accounts 2011 or on items which were explicitly discussed at the meeting. There were no questions regarding the discharge of the Directors. To discharge the Directors of the Company from liability in respect of their management during the financial year The Chairman then proceeded to agenda item Re-appointment of Directors (voting point). The Chairman stated that Directors are appointed for a term of 4 years and retiring Directors are eligible for re-appointment. He introduced a proposal to re-appoint Mike Salamon, Marek Jelínek, Steven Schuit, Barry Rourke and Paul Everard for a second term. Mike Salamon has served as Director since 1 September 2007 and Marek Jelínek since 6 March Steven Schuit, Barry Rourke and Paul Everard have served as Directors since 20 November The Board of Directors believes that the named Directors are the valuable members of the Board and considers their re-appointment beneficial to the Company. There were no questions regarding the re-appointment of the named Directors. The Chairman put the following proposals to vote: a. To re-appoint Mike Salamon as Executive Director of the Company. 3 / 7

4 b. To re-appoint Marek Jelínek as Executive Director of the Company. c. To re-appoint Steven Schuit as Independent Non-Executive Director of the Company. % 99.97% 0.03% d. To re-appoint Barry Rourke as Independent Non-Executive Director of the Company. e. To re-appoint Paul Everard as Independent Non-Executive Director of the Company. The Chairman then proceeded to agenda item 5. 4 / 7

5 5. Authorization to the Board of Directors to repurchase shares and/or beneficial rights to shares (voting point). The Chairman proposed to authorize the Board of Directors to repurchase shares and/or beneficial rights to shares listed on the Warsaw Stock Exchange. He referred to the explanatory notes to the agenda of the meeting for a full explanation. There were no questions regarding the authority to repurchase A shares and/or beneficial rights to shares. To authorize the Board of Directors to repurchase shares and/or beneficial rights to shares, subject to the following terms and limitations: (i) The authorization is limited to the aggregate nominal amount of EUR 5,293, being 13,234,936 A shares and/or beneficial rights to A shares, which represent 5% of the issued A share capital as at the day of this meeting; (ii) Repurchases may take place through private transactions or through a stock market for a consideration between one eurocent and not more than the lower of: (a) 5% above the average market value of the NWR share price for the 5 business days prior to the day the purchase is made; and and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilization of financial instruments (No 2273/2003); (iii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. The Chairman proceeded to agenda item Delegation to the Board of Directors to issue (rights to acquire) shares (voting point). The Chairman proposed to authorize the Board of Directors to issue A shares and grant rights to subscribe for A shares, subject to certain limitations, as stated further in the voting proposal. It was stated that upon approval of this agenda item, the previous authorization, of 28 April 2011, would no longer apply. Before this matter was put to vote, the Chairman presented the full proposal: To authorize the Board of Directors to issue A shares and grant rights to subscribe for A shares, subject to the following limitations: 5 / 7

6 (i) The authorization is limited to the aggregate nominal amount of EUR 5,293,974.40, being 13,234,936 A shares, which represent 5% of the issued A share capital as at the day of this meeting; and (ii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. There were no questions regarding the authorization above. The Chairman announced that since agenda item 6 had been adopted, the meeting could proceed to agenda item 7, which was conditional upon the approval of agenda item Delegation to the Board of Directors to exclude or limit pre-emptive rights (voting point). The Chairman proposed to authorize the Board of Directors to limit or exclude any preemptive rights with respect to the issue of A shares or granting of rights to subscribe for A shares, again subject to certain limitations, as stated below. It was stated that upon approval of this agenda item, the previous authorization, of 28 April 2011, would no longer apply. Before this matter was put to vote, the Chairman presented the full proposal: To authorize the Board of Directors to exclude or limit any pre-emptive rights with respect to the issue of A shares or granting of rights to subscribe for A shares, subject to the following limitations: (i) The authorization is limited to the aggregate nominal amount of EUR 5,293,974.40, being 13,234,936 A shares, which represent 5% of the issued A share capital as at the day of this meeting; and (ii) The authorization shall expire at the date of the next annual general meeting of NWR following the date of this resolution. There were no questions regarding the authorization above. 6 / 7

7 The Chairman proceeded to agenda item Re-appointment of the external auditor (voting point). The Chairman pointed that the Board of Directors had proposed to re-appoint KPMG Accountants N.V. as the external auditor of the Company for the financial year There were no questions regarding the proposal. To re-appoint KPMG Accountants N.V. as the external auditor of the Company for the financial year Closing. The Chairman gave the attendees the opportunity to ask questions with respect to the items discussed. No questions were raised. The Chairman thanked everyone for attending the meeting and closed the meeting at (CET). 26 April 2012 CHAIRMAN: SECRETARY: 7 / 7

Executive Director of NWR and also CEO of OKD and Chairman of the Board of Directors of OKD; Executive Director and Chief Financial Officer;

Executive Director of NWR and also CEO of OKD and Chairman of the Board of Directors of OKD; Executive Director and Chief Financial Officer; MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NEW WORLD RESOURCES N.V. HELD ON 28 APRIL 2009 AT 10:00 A.M. (CET) AT THE DORINT HOTEL, SCHIPHOL AIRPORT, AMSTERDAM, THE NETHERLANDS 1. Opening,