Zarząd Macrologic SA zwołuje Zwyczajne Walne Zgromadzenie Akcjonariuszy, które odbędzie się w dniu 18/05/2009 roku o godz. 11.00 w siedzibie Spółki, przy ul. Jagiellońskiej 36 w Warszawie
17 April 2009
The Executive Board Macrologic SA, acting on the basis of art.399 § 1 in conjunction Code of Commercial Companies. art.398 of Code of Commercial Companies convenes Annual General Meeting of Shareholders (the "Assembly") which will take place on 18/05/2009 at years. 12:00 at the premises of the Company, at ul. Jagiellonian University in Warsaw, 36 NW. agenda: - Opening of Meeting by the Chairman of the Supervisory Board;
- Choice of the President of the Assembly;
- Validation of the convening of the Assembly and its ability to adopt resolutions;
- Adoption of the agenda;
- Consideration of the Executive Board of the Company's operations for the year 2008 and by the Board to present a proposal for the distribution of profit;
- Consideration of the Management Board of the Capital Group Companies for the year 2008;
- Consideration of the financial statements for the year 2008 and the auditor's opinion of the examination of this report;
- Consideration of the financial statements Group Company for the year 2008 and the auditor's opinion of the examination of this report;
- Consideration of the report of the Supervisory Board of the Company's operations for the year 2008, including the examination of the financial statements and reports to the Board and request an opinion from the Board as to the distribution of profit for the year 2008;
- Adoption of a resolution approving the report of the Executive Board of the Company in 2008;
- Adoption of a resolution approving the report of the Executive Board of the Capital Group Companies in 2008;
- Adoption of a resolution approving the Company's financial statements for the year 2008;
- Adoption of a resolution approving the consolidated financial statements for the year 2008;
- Adoption of a resolution on the distribution of profit made by the Company in 2008;
- Adoption of resolutions on the members of the Board and the Supervisory Board of the Company to comply with the discharge of their duties in the financial year 2008;
- Adoption of a resolution on the Company's treatment of loss from previous years with the Company's capital;
- Adoption of a resolution on the transfer of unused funds from capital reserve funds set up to acquire own shares the Company at the Company's capital.
- Adoption of resolutions on the determination of the number of members of the Supervisory Board and appointed members of the Supervisory Board of the Company at the V term.
- Adoption of a resolution on the amendment of the Statute:
- The proposed new wording of § 28 of the Statute:
- "Board of Directors is authorized to pay shareholders an advance on the dividend forecast for the end of the year, if the Company has sufficient funds to cover the payment. Payment of the advance is subject to the consent of the Supervisory Board of the Company. "
- Adoption of a resolution on the establishment by the Assembly Statute text Macrologic SA
- Take on the resolution giving consent to the conclusion of the Company's loan agreements with the members of the Management Board and Supervisory Board and of the loans to these people.
- Closure of the meeting.
The right to participate in the Assembly have the owners: (1) shares that are registered with the book-stock to 8 May 2009 until 16:00, (2) shares, if shares were submitted documents to the Company, up to 8 May 2009 the hours 16:00 and will not be received prior to its completion. Instead of share certificates may be submitted, meeting the requirements of Article. 406 § 2 Code of Commercial Companies. Shareholders holding a book-entry shares in the Company should submit a certificate of deposit issued by roll call by the operator of a securities account in accordance with the provisions of the trading in financial instruments.
Shareholders may attend the Meeting in person or by proxy. Representatives of legal entities are required to provide current copies of the records, listing the persons authorized to represent them. A person who is not listed in the copy should be honored with full amount paid 17 PLN, for stamp duty. The list of shareholders entitled to participate in the Assembly and the draft resolutions and documents will be covered by the agenda set out in the premises of the Company on the terms and time limits provided for in art.407 Code of Commercial Companies.
Resolution No. 1 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the approval of the Executive Board of the Company's operations in 2008
On the basis of art.393 point 1) and art.395 § 2 point 1) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. The Board approved the report of the activities Macrologic SA in 2008.
Resolution No. 2 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the approval of the Management Board of the Capital Group Companies in 2008
On the basis of art.395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. The Board approved the report of the activities of the Group Macrologic SA in 2008.
Resolution No. 3 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the approval of the Company's financial statements for the year 2008
On the basis of art.393 point 1) and art.395 § 2 point 1) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. Approved the financial statements Macrologic SA for the year 2008, which shall be composed of: 1. Company's balance sheet prepared as of 31/12/2008 year, which shows the assets and liabilities of the amount of 30,246,417.28 PLN zł, 2. Profit and loss account for the period from 01/01/2008 until the 31/12/2008 the year, net profit amounting to PLN 5,064,266.30, 3. A report of the cash-flow 4. Additional information for the period from 01/01/2008 until 31/12/2008 the
Resolution No. 4 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the approval of the Company's consolidated financial statements for the year 2008
On the basis of art.395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. Approved the consolidated financial statements of the Group Macrologic Capital SA for the year 2008, consisting of the following documents: 1. The consolidated balance sheet as of 31/12/2008 at the latest, on the part of the assets and liabilities of the amount of 33,109 thousand. zl; 2. Consolidated profit and loss for the year 2008, ie for the period from 01/01/2008 to 31/12/2008, showing a net profit of EUR 5,945 thousand. zl; 3. Consolidated report on the cash flow; 4. Additional information for the period from 01/01/2008 to 31/12/2008 on
Resolution No. 5 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the distribution of profit made by the Company in 2008
On the basis of art.395 § 2 pkt.2) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. Net profit of EUR 5,064,266.30 gold, shown in the profit and loss Macrologic SA for the period from 01/01/2008 until the 31/12/2008 years is divided as follows: 1. The amount ______zł excluded from the distribution between shareholders and industry reserves set up under art.345 § 4 of the Commercial Companies Code in conjunction. Section 27 of the Statute of the Company, in order to use the funds collected to finance the benefits for the employees performed the Company or its affiliated companies, including loans to facilitate the acquisition of shares issued by the Company. The Supervisory Board authorized the Company to determine the specific terms of the financing set up to meet the limits in this resolution. 2. ______ PLN amount excluded from the distribution between the shareholders and the capital devoted to the Company. 3. ______ PLN amount shall be distributed to the shareholders (dividend). § 2. Set the date of the dividend at the _/_/2008; § 3. Set the date for the payment of dividends at the _/_/2008
Resolution No. 6 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the Company's Chairman of the Board Mr Krzysztof Szczypie discharge performance of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge the duties of the President of the Board Macrologic SA Mr. Krzysztof Szczypę for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 7 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 member on the Board Lord Sławomirowi Koszowi discharge performance of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Slawomir Trash Lord for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 8 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 member on the Board Mr Michael Janusz Kurowskiemu performed by the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Lord Michael Janusz Kurowski for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 9 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 member on the Board Ms Patricia Iwonie Ptaszek-Strączyńskiej discharge for the implementation of its obligations
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Ms. Iwona Patrycja Ptaszek-Strączyńską for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 10 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the member of the Supervisory Board of the Company Mr Stanislav Bogdan Michalakowi performed by the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of responsibilities by the President of the Supervisory Board of SA Macrologic Lord Bob Stanislaw Michalak for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 11 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the member of the Supervisory Board of the Company Włodzimierzowi Jack Lord Napiórkowskiemu comply with the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Jack Lord Vladimir Napiórkowskiego for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 12 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the member of the Supervisory Board of the Company Mr Andrew Stanislav Odyńcowi comply with the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Mr. Andrzej Stanislaw Odyńca for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 13 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the member of the Supervisory Board of the Company Mr Mieczyslaw Grudzińskiemu discharge performance of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Mieczyslaw Grudzinski the Lord for the period from 01/01/2008 to 31/12/2008 year year.
Resolution No. 14 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the Company's Supervisory Board member Mr Mark Alexander Kopczyńskiemu performed by the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Lord Mark Alexander Kopczyńskiego for the period from 27/11/2008 to 31/12/2008 year year.
Resolution No. 15 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the member of the Supervisory Board of the Company Mr Marcin Konstanty Nowakowskiemu performed by the discharge of his duties
On the basis of art.395 § 2 pkt.3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following: § 1. Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Lord Constantine Martin Nowakowski for the period from 01/01/2008 to 11/07/2008 year year.
Resolution No. 16 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 coverage on the Company's losses from previous years with the Company's capital
On the basis of art.396 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to refer the Company's capital amount of 946 882.29 PLN to cover the loss from previous years.
Resolution No. 17 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the transfer of unused funds from capital reserve funds set up to acquire own shares the Company at the Company's capital
On the basis of art.396 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to set up a reserve for the Company to develop the process of acquisition of own shares under art.362 § 1 points 2 and art.362 § 2 of the Commercial Companies Code, delegate to the capital amount of ________ zł utilized by the Company in the pursuit of acquisition of own shares .
Resolution No. 18 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 in determining the number of members of the Supervisory Board
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA specifies the number of members of the Supervisory Board of the term "tree" V SA to 5 (five) persons.
Resolution No. 19 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the appointment of a member of the Supervisory Board of the Company
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Bob Stanislaw Michalak.
Resolution No. 20 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the appointment of a member of the Supervisory Board of the Company
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Wlodzimierz Jacek Napiórkowskiego.
Resolution No. 21 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the appointment of a member of the Supervisory Board of the Company
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Andrzej Stanislaw Odyńca.
Resolution No. 22 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the appointment of a member of the Supervisory Board of the Company
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Mieczyslaw Grudzinski.
Resolution No. 23 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the appointment of a member of the Supervisory Board of the Company
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Mark Alexander Kopczyńskiego.
Resolution No. 24 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the revision of the statutes of the Company
On the basis of art.430 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to amend the Statute Macrologic S.A. so that after the Statute of § 27 is added to § 28 in the following wording: "Board of Directors is authorized to pay shareholders an advance on the dividend forecast for the end of the year, if the Company has sufficient funds to cover the payment. Payment of the advance is subject to the consent of the Supervisory Board of the Company. "
Resolution No. 25 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 on the establishment of the Company's Statute text
Ordinary General Meeting of Shareholders in connection with the adoption of amendments to the statutes of the Company Macrologic SA Decides to establish a uniform text of the statutes:
STATUTE Macrologic S.A.
Chapter I. General Provisions § 1 1. The name of the company is "tree" Joint Stock Company. 2. The Company may use the abbreviation: "" tree "SA. § 2 The headquarters of the Company is the capital city of Warsaw. § 3 The company operates in the territory of the Republic of Poland and abroad.
Chapter II. Purpose of the Company § 4 Activity of the Company are: 62.01.Z Computer programming; 62.02.Z Computer consulting in information technology; 62.03.Z Activities related to the management of IT equipment; 62.09.Z Other service activities in the field of information technology and computing; 63.11.Z Data processing services (hosting), and similar activities; 63.12.Z Web portals; 63.99.Z Other information service activities nec; 70.10.Z Activities of the central (head offices) and holding companies, excluding financial holding companies; Other 70.22.Z advice on business environment and governance; 71.12.Z Engineering activities and related technical consultancy; 77.33.Z rental and leasing of office machinery and equipment, including computers; 18.13.Z Service activities related to preparation for print; 18.20.Z Reproduction of recorded media; 46.51.Z Wholesale of computers, peripherals and software; 46.52.Z Wholesale of electronic and telecommunications equipment and parts to it; 58.19.Z Other publishing; 58.29.Z publishing Other software; 61.90.Z activities of other telecommunications. § 5 Duration of the Company is unlimited.
Chapter III. Share capital § 6 The Company, the following shareholders: 1. share capital 2. capital 3. reserves. § 7 1. Share capital amounts to 1,888,719 (one million eight hundred eighty eight thousand seven hundred nineteen) of gold and is divided into 1,888,719 (one million eight hundred eighty eight thousand seven hundred nineteen) shares with a nominal value of 1 (a) a gold each. 2. Shares may be registered or bearer. 3. Share capital may be paid either in cash or in non-contributions and a second means together. The increase of the share capital may also occur by means of transfer of capital or net profit to share capital, or by issuing shares to shareholders in lieu of a dividend payable to them. 4. Each share entitles to one vote at the General Assembly and to participate in the Company's profit set by the General Assembly. Profit shall be allocated in relation to the nominal value of shares. 5. The company may issue bonds, including bonds convertible into shares. § 8 1. Series A Shares of incorporation of the numbers from 1 to 100,000 ordinary shares are issued and imiennymi were in exchange for cash in the form of property transformed the company into a company: The Office of Computer Services "Macrosoft''limited liability company. 2. B shares numbered from 100,001 to 800,000 shares are ordinary bearer and are issued in exchange for cash. 3. Series C Shares of the numbers from 800,001 to 873,700 shares are ordinary bearer and are issued in exchange for cash. 4. Shares Series D of the numbers from 873,701 to 1,052,700 ordinary shares are on bearer and are issued for cash. 5. The shares of Series F numbers from 1,052,701 to 1,579,050 shares are ordinary bearer and are issued for cash. 6. The shares of Series E numbers from 1,579,051 to 1,676,650 shares are ordinary bearer and are issued in exchange for bonds, series A. 7. Shares Series G of the numbers from 1,676,651 to 1,691,705 shares are ordinary bearer and are issued in exchange for cash. 8. Series H Shares on the numbers from 1,691,706 to 1,786,019 shares are ordinary bearer and are issued in exchange for cash. 9. Series I shares of the numbers of 1,786,020 to 1,888,719 shares are ordinary bearer and are issued in exchange for cash. § 9 1. Share capital can be lowered by reducing the nominal value of shares or the redemption of shares. 2. In exchange for the redeemed shares may be issued a certificate of use without a specific nominal value. 3. The manner, mode and timing of redemption of shares shall specify the decision of the General Assembly. 4. The redemption of shares may be subject to the provisions on the reduction of share capital.
Chapter IV. The founders of the Company § 10 The founders of the Company are: 1. Stanislaw Bogdan Michalak, 2. Wlodzimierz Jacek Napiórkowski, 3. Stanisław Andrzej Odyniec.
Section V. Leadership Section 11 The governing bodies of the Company are: 1. Management Board, 2. The Supervisory Board, 3. The General Assembly. § 12 Executive Board 1. Board of Directors consists of one or more persons. 2. The term of office of the Board is three years. 3. The Supervisory Board determines the number of members, term of office of the Board, appoint and dismiss members of the Board, including Chairman of the Board. § 13 1. The Executive Board directs the daily management of the company and represents it outside. 2. Rules of the Board shall determine in detail the activities of the Authority. The Management Board shall adopt rules of procedure and approved by the Supervisory Board. § 14 Willingness to make statements on behalf of the Company are authorized: 1. each member of the Board in the case of obligations of the law or dispose of an amount not exceeding PLN 500,000 (five hundred thousand zlotys) 2. including two members of the Board for the remaining claims will. § 15 Agreements with members of the Executive Board of the Company included in the Company's Chairman of the Supervisory Board. § 16 The Supervisory Board 1. The Supervisory Board consists of at least five members. 2. The term of office of the Board is three years. 3. The General Assembly shall determine the number of members of the Supervisory Board, appoint and dismiss members of the Supervisory Board. 4. In the case of selection of the Board in separate groups, each group has the right of appeal appointed by the member of the Supervisory Board and appointed in his place another member. Appeal, and a member of the Board requires the consent of all members of the group as listed attendance at the General Assembly. § 17 The Supervisory Board appoints and dismisses from among the President. § 18 1. The Supervisory Board shall meet at least once every quarter. 2. The President shall organize the work of the Council and chair its meetings. 3. Management Board or Supervisory Board member may request the convening of the Board stating the proposed agenda. 4. The Supervisory Board may adopt a resolution where the importance is represented at the meeting for at least 50% of its composition and all its members have been notified of the date and place of meeting in accordance with the Rules of Procedure of the Supervisory Board. Resolutions of the Council are taken by simple majority of votes cast. 5. Chairman of the Board may order a written vote on the resolution without a hold a meeting. The validity of the resolution taken in this mode require the written consent of all members of the Council. 6. The Supervisory Board shall adopt rules of procedure, which specifies the mode of its conduct. § 19 The Supervisory Board performs its functions collectively. The Supervisory Board may delegate its members to the individual performing the supervisory task. § 20 The competencies of the Supervisory Board, other than those specified in the Code of commercial companies are in particular: 1. examination and approval of plans of the Company and its businesses, 2. advice, consultation and advice for the management of the Company, 3. opinions of all the documents and proposals submitted to the Executive Board deliberations on the General Assembly, 4. express consent to the granting of prokury, 5. choice of auditor. § 21 The Supervisory Board may express views in all matters of the Company and present to the Board with proposals and initiatives. The Executive Board is required to notify the Supervisory Board of the position taken on the opinion, proposal or initiative no later than within 2 weeks. § 22 Remuneration for members of the Board shall determine the General Assembly. § 23 The General Assembly Resolutions of the General Assembly by a simple majority of votes cast, provided that the provisions of the Code of commercial companies or of this Statute does not provide otherwise. § 24 1. The General Assembly opened by the Chairman of the Supervisory Board. The Supervisory Board may appoint another person opens the General Assembly. 2. The General Assembly shall adopt its rules of procedure in detail the conduct of business.
Chapter VI. Economy Companies § 25 Year of the calendar year. § 26 Management of the Company shall, within 3 months after the end of the year to draw up and submit to the Supervisory Board balance sheet, profit and loss statement and detailed written report on the activities of the Company for the last financial year. § 27 Company's net profit may be used in particular:
* Dividend to shareholders, * Charges to capital, * Write-downs on reserves, * Other objectives set out by resolution of the General Assembly.
§ 28 Board of Directors is authorized to pay shareholders an advance on the dividend forecast for the end of the year, if the Company has sufficient funds to cover the payment. Payment of the advance is subject to the consent of the Supervisory Board of the Company.
Resolution No. 26 Ordinary General Meeting of Shareholders Macrologic SA of laying 19/05/2009 agree on the conclusion of the Company's loan agreements with the members of the Management Board and Supervisory Board and of the loans to these people
§ 1. On the basis of Article 15 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA is in agreement with the conclusion of agreements by the Company, pursuant to which the Company shall provide cash loans to members of the Management Board and Supervisory Board, or for the benefit of those persons affected by the conditions set out below: 1. The loan agreement __ __ zł for the term of the loan repayment _ / _ / _ and the rate of the loan _ a year; 2. The loan agreement __ __ zł for the term of the loan repayment _ / _ / _ and the rate of the loan _ a year; 3. The loan agreement __ __ zł for the term of the loan repayment _ / _ / _ and the rate of the loan _ a year;
§ 2. Ordinary General Meeting of Shareholders Macrologic SA the Supervisory Board authorized the Company to determine the specific conditions of the loans referred to in Paragraph 1 of this Order.
18 May 2009
The Executive Board Macrologic S.A. presents the content of the resolutions taken by the GSM Macrologic SA, on 18 May 2009:
Resolution No. 1 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the approval of the Executive Board of the Company's operations in 2008
On the basis of art. 393 paragraph 1) and Art. 395 § 2 point 1) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: The Board approved the report of the activities Macrologic SA in 2008.
Resolution No. 2 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the approval of the Management Board of the Capital Group Companies in 2008
On the basis of art.395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: The Board approved the report of the activities of the Group Macrologic SA in 2008.
Resolution No. 3 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the approval of the Company's financial statements for the year 2008
On the basis of art. 393 paragraph 1) and Art. 395 § 2 point 1) of the Commercial Companies Code of Ordinary General Meeting of Shareholders Macrologic SA adopt the following: Approved the financial statements Macrologic SA for the year 2008, which shall be composed of: -- 1. Company's balance sheet prepared as of 31.12.2008 on (the thirty-first December two thousand and eight) years, which shows the assets and liabilities of the amount of PLN 30,246,417.28 (thirty million two hundred forty six thousand four hundred seventeen gold twenty eight cents), 2. Profit and loss account for the period from 01.01.2008 onwards (first of January two thousand eight) on the 31.12.2008 (the thirty-first December two thousand and eight) with a net profit amounting to PLN 5,064,266.30 (five million sixty four sixty one thousand two hundred thirty six cents), 3. A report of the cash-flow 4. Additional information for the period from the date of 01.01.2008 (first of January two thousand eight) on the 31.12.2008 (the thirty-first December two thousand and eighth year).
Resolution No. 4 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the approval of the Company's consolidated financial statements for the year 2008
On the basis of art. 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: -- Approved the consolidated financial statements of the Group Macrologic Capital SA for the year 2008, consisting of the following documents: 1. The consolidated balance sheet as of 31.12.2008 on (the thirty-first December two thousand and eighth year), showing the assets and liabilities of the amount of 33,109 thousand. PLN (thirty three million one hundred nine thousand zlotys); 2. Consolidated profit and loss for the year 2008, ie for the period from the date of 01.01.2008 (first of January two thousand eight) on the 31.12.2008 (the thirty-first December two thousand and eight), indicating a net profit of EUR 5,945 thousand. PLN (five million nine hundred forty five thousand zlotys); 3. Consolidated report on the cash flow; 4. Additional information for the period from 01.01.2008 onwards (first of January two thousand eight) on the 31.12.2008 (the thirty-first December two thousand and eighth year)
Resolution No. 5 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the distribution of profit made by the Company in 2008
On the basis of art. 395 § 2 pt. 2) the Code of Commercial Companies, the Ordinary General Meeting of Shareholders Macrologic SA adopt the following: § 1. Net income in the amount of PLN 5,064,266.30 (five million sixty four thousand two hundred sixty six thirty cents), shown in the profit and loss Macrologic SA for the period from 01 January 2008 to 31 December 2008 is divided as follows: 1. The amount of PLN 1,000,000 (one million zlotys), are excluded from the distribution between shareholders and industry reserves set up under Article. 345 § 4 of the Commercial Companies Code in conjunction. Section 27 of the Statute of the Company, in order to use the funds collected to finance the benefits for the employees performed the Company or its affiliated companies, including loans to facilitate the acquisition of shares. The Supervisory Board authorized the Company to determine the specific terms of the financing set up to meet the limits in this resolution. 2. The amount of PLN 288,404.05 (two hundred eighty eight thousand four hundred four gold, five cents), are excluded from the distribution between the shareholders and the capital devoted to the Company. -- 3. The amount of PLN 3,775,862.25 (three million seven hundred seventy five thousand eight hundred szećdziesiąt two gold dwadziecia five cents) shall be distributed to the shareholders (dividend). § 2. Set the date of the dividend on the 03.06.2009 (June two thousand and three ninth year); § 3. Set the date for the payment of dividends on the 19.06.2009 (nineteenth June two thousand and nine years).
Resolution No. 6 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the Company's Chairman of the Board Lord Christopher Szczypie discharge performance of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge the duties of the President of the Board Macrologic SA Mr. Krzysztof Szczypę for the period from 01 January 2008 to 31 December 2008.
Resolution No. 7 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 member on the Board Lord Sławomirowi Koszowi discharge for implementation of its obligations
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Slawomir Trash Lord for the period from 01 January 2008 to 31 December 2008.
Resolution No. 8 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 member on the Board Lord Michael Janusz Kurowskiemu performed by the discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Lord Michael Janusz Kurowski for the period from 01 January 2008 to 31 December 2008.
Resolution No. 9 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 member on the Board Ms. Patricia Iwonie Ptaszek-Strączyńskiej discharge for the implementation of its obligations
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by Member of the Board Macrologic SA Ms. Iwona Patrycja Ptaszek-Strączyńską for the period from 01 January 2008 to 31 December 2008.
Resolution No. 10 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Stanislav Bogdan Michalakowi Lord of the implementation of the discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of responsibilities by the President of the Supervisory Board of SA Macrologic Lord Bob Stanislaw Michalak for the period from 01 January 2008 to 31 December 2008.
Resolution No. 11 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Lord Włodzimierzowi Jack Napiórkowskiemu comply with discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Jack Lord Vladimir Napiórkowskiego for the period from 01 January 2008 to 31 December 2008.
Resolution No. 12 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Lord Andrew Stanislav Odyńcowi comply with the discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Mr. Andrzej Stanislaw Odyńca for the period from 01 January 2008 to 31 December 2008.
Resolution No. 13 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Mieczyslaw Grudzińskiemu Lord of the implementation of the discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Mieczyslaw Grudzińskiemu the Lord for the period from 01 January 2008 to 31 December 2008.
Resolution No. 14 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Mark Alexander Kopczyńskiemu Lord of the implementation of the discharge of his duties
On the basis of art. 395 § 2 point 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Lord Alexander Kopczyńskiego brand for the period from 27 November 2008 to 31 December 2008.
Resolution No. 15 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the member of the Supervisory Board of the Company Marcin Konstanty Nowakowskiemu Lord of the implementation of the discharge of his duties
On the basis of art.395 § 2 paragraph 3) of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of the Company Macrologic SA adopt the following:
Provides for the implementation of the discharge of obligations by a member of the Supervisory Board of SA Macrologic Lord Constantine Martin Nowakowski for the period from 1 January 2008 until 11 July 2008.
Resolution No. 16 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 cover the losses on the Company's turnover from the previous flight of capital companies
On the basis of art.396 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to refer the Company's capital amount of PLN 946 882.29 (nine hundred forty six thousand eight hundred eighty two gold twenty nine cents) to cover the loss from previous years.
Resolution No. 17 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the transfer of unused funds from capital reserve funds set up to acquire own shares the Company at the Company's capital
On the basis of art. 396 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to set up a reserve for the Company to develop the process of acquisition of own shares under Article. § 362 paragraph 1 and Article 2. 362 § 2 of the Commercial Companies Code, delegate to the capital amount of PLN 1,903,001.33 (one million three thousand nine hundred thirty three one gold cent) utilized by the Company in the pursuit of acquisition of its own shares.
Resolution No. 18 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on determining the numbers of members of the Supervisory Board
Pursuant to § 16 paragraph. 3 of the Statute of the Company's Ordinary General Meeting of Shareholders of the Company Macrologic SA specifies the number of members of the Supervisory Board of the term "tree" V SA to 5 (five) persons.
Resolution No. 19 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the appointment of a member of the Supervisory Board
Pursuant to § 16 paragraph 3 of Association of the Company, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Bob Stanislaw Michalak.
Resolution No. 20 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the appointment of a member of the Supervisory Board
Pursuant to § 16 paragraph. 3 of the Statute of the Company's Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Wlodzimierz Jacek Napiórkowskiego.
Resolution No. 21 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the appointment of a member of the Supervisory Board
Pursuant to § 16 paragraph. 3 of the Statute of the Company's Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Andrzej Stanislaw Odyńca.
Resolution No. 22 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the appointment of a member of the Supervisory Board
Pursuant to § 16 paragraph. 3 of the Statute of the Company's Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Mieczyslaw Grudzinski.
Resolution No. 23 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the appointment of a member of the Supervisory Board
Pursuant to § 16 paragraph. 3 of the Statute of the Company's Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to appoint to the Supervisory Board of the Company Mr. Mark Alexander Kopczyńskiego.
Resolution No. 24 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the revision of the Statute of the Company
On the basis of art. 430 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA Decides to amend the Statute Macrologic S.A. so that after the Statute of § 27 is added to § 28 in the following wording: "Board of Directors is authorized to pay shareholders an advance on the dividend forecast for the end of the year, if the Company has sufficient funds to cover the payment. Payment of the advance is subject to the consent of the Supervisory Board of the Company. "
Resolution No. 25 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 on the establishment of the Company's Statute text
Ordinary General Meeting of Shareholders in connection with the adoption of amendments to the statutes of the Company Macrologic SA Decides to establish a uniform text of the statutes:
STATUTE Macrologic S.A.
Chapter I General
§ 1 1. The name of the company is "tree" Joint Stock Company 2. The Company may use the abbreviation: "" tree "SA.
§ 2 The headquarters of the Company is the capital city of Warsaw.
§ 3 The company operates in the territory of the Republic of Poland and abroad.
Chapter II Purpose of the Company
§ 4 Activity of the Company are: 62.01.ZDziałalność Computer programming; 62.02.ZDziałalność consultancy related to information technology; 62.03.ZDziałalność related to the management of IT equipment; 62.09.ZPozostała service activities in the field of information technology and computing; 63.11.ZPrzetwarzanie Data processing services (hosting), and similar activities; 63.12.ZDziałalność web portals; 63.99.ZPozostała information service activities nec; 70.10.ZDziałalność central firms (head offices) and holding companies, excluding financial holding companies; 70.22.ZPozostałe advice on business environment and governance; 71.12.ZDziałalność in civil engineering and related technical consultancy; 77.33.ZWynajem and office machinery and equipment, including computers; 18.13.ZDziałalność services related to preparation for print; 18.20.ZReprodukcja recorded media; 46.51.ZSprzedaż Wholesale of computers, peripherals and software; 46.52.ZSprzedaż Wholesale of electronic and telecommunications equipment and parts to it; 58.19.ZPozostała Publishing; 58.29.ZDziałalność publishing Other software; 61.90.ZDziałalność in terms of the remaining telecommunications.
§ 5 Duration of the Company is unlimited.
Chapter III Share capital
§ 6 The Company, the following shareholders: 1. share capital 2. capital 3. reserves.
§ 7 1. Share capital amounts to 1,888,719 (one million eight hundred eighty eight thousand seven hundred nineteen) of gold and is divided into 1,888,719 (one million eight hundred eighty eight thousand seven hundred nineteen) shares with a nominal value of 1 (a) a gold each. 2. Shares may be registered or bearer. 3. Share capital may be paid either in cash or in non-contributions and a second means together. The increase of the share capital may also occur by means of transfer of capital or net profit to share capital, or by issuing shares to shareholders in lieu of a dividend payable to them. 4. Each share entitles to one vote at the General Assembly and to participate in the Company's profit set by the General Assembly. Profit shall be allocated in relation to the nominal value of shares. 5. The company may issue bonds, including bonds convertible into shares.
§ 8 1. Series A Shares of incorporation of the numbers from 1 to 100,000 ordinary shares are issued and imiennymi were in exchange for cash in the form of property transformed the company into a company: The Office of Computer Services "Macrosoft''limited liability company. 2. B shares numbered from 100,001 to 800,000 shares are ordinary bearer and are issued in exchange for cash. 3. Series C Shares of the numbers from 800,001 to 873,700 shares are ordinary bearer and are issued in exchange for cash. 4. Shares Series D of the numbers from 873,701 to 1,052,700 ordinary shares are on bearer and are issued for cash. 5. The shares of Series F numbers from 1,052,701 to 1,579,050 shares are ordinary bearer and are issued for cash. 6. The shares of Series E numbers from 1,579,051 to 1,676,650 shares are ordinary bearer and are issued in exchange for bonds, series A. 7. Shares Series G of the numbers from 1,676,651 to 1,691,705 shares are ordinary bearer and are issued in exchange for cash. 8. Series H Shares on the numbers from 1,691,706 to 1,786,019 shares are ordinary bearer and are issued in exchange for cash. 9. Series I shares of the numbers of 1,786,020 to 1,888,719 shares are ordinary bearer and are issued in exchange for cash.
§ 9 1. Share capital can be lowered by reducing the nominal value of shares or the redemption of shares. 2. In exchange for the redeemed shares may be issued a certificate of use without a specific nominal value. 3. The manner, mode and timing of redemption of shares shall specify the decision of the General Assembly. 4. The redemption of shares may be subject to the provisions on the reduction of share capital.
Chapter IV The founders of the Company
§ 10 The founders of the Company are: 1. Stanislaw Bogdan Michalak, 2. Wlodzimierz Jacek Napiórkowski, 3. Stanisław Andrzej Odyniec.
Chapter V Leadership
Section 11 The governing bodies of the Company are: 1. Management Board, 2. The Supervisory Board, 3. The General Assembly.
§ 12 Executive Board 1. Board of Directors consists of one or more persons. 2. The term of office of the Board is three years. 3. The Supervisory Board determines the number of members, term of office of the Board, appoint and dismiss members of the Board, including Chairman of the Board.
§ 13 1. The Executive Board directs the daily management of the company and represents it outside. 2. Rules of the Board shall determine in detail the activities of the Authority. The Management Board shall adopt rules of procedure and approved by the Supervisory Board.
§ 14 Willingness to make statements on behalf of the Company are authorized: 1. each member of the Board in the case of obligations of the law or dispose of an amount not exceeding PLN 500,000 (five hundred thousand zlotys) 2. including two members of the Board for the remaining claims will.
§ 15 Agreements with members of the Executive Board of the Company included in the Company's Chairman of the Supervisory Board.
§ 16 The Supervisory Board 1. The Supervisory Board consists of at least five members. 2. The term of office of the Board is three years. 3. The General Assembly shall determine the number of members of the Supervisory Board, appoint and dismiss members of the Supervisory Board. 4. In the case of selection of the Board in separate groups, each group has the right of appeal appointed by the member of the Supervisory Board and appointed in his place another member. Appeal, and a member of the Board requires the consent of all members of the group as listed attendance at the General Assembly.
§ 17 The Supervisory Board appoints and dismisses from among the President.
§ 18 1. The Supervisory Board shall meet at least once every quarter. 2. The President shall organize the work of the Council and chair its meetings. 3. Management Board or Supervisory Board member may request the convening of the Board stating the proposed agenda. 4. The Supervisory Board may adopt a resolution where the importance is represented at the meeting for at least 50% of its composition and all its members have been notified of the date and place of meeting in accordance with the Rules of Procedure of the Supervisory Board. Resolutions of the Council are taken by simple majority of votes cast. 5. Chairman of the Board may order a written vote on the resolution without a hold a meeting. The validity of the resolution taken in this mode require the written consent of all members of the Council. 6. The Supervisory Board shall adopt rules of procedure, which specifies the mode of its conduct.
§ 19 The Supervisory Board performs its functions collectively. The Supervisory Board may delegate its members to the individual performing the supervisory task.
§ 20 The competencies of the Supervisory Board, other than those specified in the Code of commercial companies are in particular: 1. examination and approval of plans of the Company and its businesses, 2. advice, consultation and advice for the management of the Company, 3. opinions of all the documents and proposals submitted to the Executive Board deliberations on the General Assembly, 4. express consent to the granting of prokury, 5. choice of auditor.
§ 21 The Supervisory Board may express views in all matters of the Company and present to the Board with proposals and initiatives. The Executive Board is required to notify the Supervisory Board of the position taken on the opinion, proposal or initiative no later than within 2 weeks.
§ 22 Remuneration for members of the Board shall determine the General Assembly.
§ 23 The General Assembly Resolutions of the General Assembly by a simple majority of votes cast, provided that the provisions of the Code of commercial companies or of this Statute does not provide otherwise.
§ 24 1. The General Assembly opened by the Chairman of the Supervisory Board. The Supervisory Board may appoint another person opens the General Assembly. 2. The General Assembly shall adopt its rules of procedure in detail the conduct of business.
Chapter VI Economy Companies
§ 25 Year of the calendar year.
§ 26 Management of the Company shall, within 3 months after the end of the year to draw up and submit to the Supervisory Board balance sheet, profit and loss statement and detailed written report on the activities of the Company for the last financial year.
§ 27 Company's net profit may be used in particular: • a dividend to shareholders, • write-downs on capital, • write-downs on reserves, • Other objectives set out by resolution of the General Assembly.
§ 28 Board of Directors is authorized to pay shareholders an advance on the dividend forecast for the end of the year, if the Company has sufficient funds to cover the payment. Payment of the advance is subject to the consent of the Supervisory Board of the Company.
Resolution No. 26 Ordinary General Meeting of the company Macrologic SA of 18 May 2009 agree on the conclusion of the Company's loan agreements with the members of the Management Board and Supervisory Board
§ 1. On the basis of art. 15 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Company Macrologic SA is in agreement with the conclusion of agreements by the Company, pursuant to which the Company shall provide cash loans to members of the Board, on the terms indicated below: 1. The loan agreement PLN 100,000 (one hundred thousand zlotys) for the benefit of Christopher Szczypy from the date of repayment of the loan until 31.07.2009r. (July thirty-first two years one thousand nine) and the loan interest rate of 8% (eight percent) per year; 2. The loan agreement PLN 100,000 (one hundred thousand zlotys) for Janusz Kurowski from the date of repayment of loans to 31.07.2009r. (July thirty-first two years one thousand nine) and the loan interest rate of 8% (eight percent) per year; 3. The loan agreement PLN 100,000 (one hundred thousand zlotys) for Patrycji Ptaszek-Strączyńskiej to the timing of loan repayment until 31.07.2009r. (July thirty-first two years one thousand nine) and the loan interest rate of 8% (eight percent) per year. § 2. Ordinary General Meeting of Shareholders Macrologic SA decides not to take a decision on consent to the conclusion of loan agreements between the Company and the members of the Supervisory Board. -- § 3. Ordinary General Meeting of Shareholders Macrologic SA the Supervisory Board authorized the Company to determine the specific conditions of the loans referred to in Paragraph 1 of this Order.
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