investor relations
- 2010-05-19
Current report 26/2010
Legal basis: Article 56.1 point 2 of the Act on Public Offering- current and periodic information
Acting pursuant to section 38.1 point 5 of the Minister of Finance on Current and Periodical Reporting by Issuers of Securities and on Conditions of Accepting as Equivalent of the Information Required by Legal Regulations of a Non-member Country of 19 February 2009 (Journal of Laws No 33/ 2009 item 259) ("the Ordinance") J.W. Construction Holding S.A. with its seat in Ząbki ("the Company") reports the content of resolutions adopted by the Ordinary General Meeting on 18 May 2010.
Resolution No.1
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbkidated on 18 May2010regarding the election of the Chairman of the General Meeting
of J.W. Construction Holding S.A. with its seat in Ząbki(„the Company”)
§1
Acting pursuant to the Article 409 § 1 of the Polish Commercial Companies Code and § 3.2cof the “Regulations of the General Meeting and the election of the Members of the Supervisory Board”,the Extraordinary General Meeting of the Company’s Shareholders electsMr. ZbigniewMrowiec as the Chairman of the Extraordinary General Meeting of the Company’s Shareholders.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No.2
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010regarding theadoption of the agenda of the General Meeting
§1
The General Meeting of J.W. Construction Holding S.A. withits seat in Ząbki(„the Company”) adopted the following agenda:
1.Opening of the General Meeting;
2. Election of the Chairman of the Ordinary General Meeting;
3.Declaration that the Ordinary General Meeting has been convened properly andis capable of adopting resolutions.
4.Adoption of the agenda of the Ordinary General Meeting
5.Presentation of the Company’s financial statements for the year 2009and the Management Board’s Report on its activities for the year 2009 by the Management Board.
6.Adoption of the resolution on the approval of the Company’s financial statements for the year 2009.
7.Adoption of the resolution on the approval of theManagement Board’s Report on its activities for the year 2009.
8.Presentation of the consolidated financial statements of the CapitalGroup of J.W. Construction Holding S.A. for the year 2009 and the Management Board’s Report on activities of the Capital Group of J.W. Construction Holding S.A. forthe year 2009.
9.Adoption of the resolution on the approval of the consolidated financial statements of theCapital Group of J.W. Construction Holding S.A. forthe year2009.
10.Adoption of the resolution on the approval of the Management Board’s Report on activitiesof the CapitalGroup of J.W. Construction Holding S.A. for the year 2009.
11.Presentation of the Supervisory Board’s report on its activities in the year 2009 and its evaluation of the Company’s state of affairs.
12.Adoption of the resolution on the approval of the report of the Supervisory Board on its activitiesin the year 2009.
13. Presentation of the Management Board’s proposal on the appropriation of profit and an opinion of the Supervisory Board on that proposal
14.Adoption of the resolution on the appropriation of the Company’s net profit for the year 2009and on cover lossesfor the previous years.
15.Adoption of the resolution on the approval of the discharge of duties by the Management Board in thethe year2009.
16.Adoption of the resolution on the approval of the discharge of duties by the Supervisory Board in the year 2009.
17.Adoption of the resolution on determining the number of members of the Supervisory Board for the nextterm of office.
18.Adoption of the resolution on appointing members of the Supervisory Board.
19.Adoption of the resolution on the redemption of treasury shares obtained on the basis of the Resolution No.26 of the General Meeting of 19 June 2008,relating to reduction of the Company's share capital by the amount of PLN 125.000and change of the Articles of the Company.
20.Adoption of the resolution on the issue of convertible bonds, conditional increasesof the sharecapital, the total exclusion of pre-emptive rights of the existing Shareholdersin respect of new shares and convertible debentures, and changes of the Articles of Association.
21.Adoption of the resolution on overruling the Resolution No. 2, 3 and No.4 of the Extraordinary Generalof the Company of 20 April 2007 and on changes in the Articles of Association.
22.Adoption of the resolution on giving the Supervisory Board an authorisation to adopt the uniform text ofthe Articles of Authorization.
23.Closing of the Ordinary General Meeting.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No.3
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbkidated on 18 May2009regarding the adoption and approvalof the financial statement of J.W. Construction Holding S.A. with its seat in Ząbki ("the Company" )for theyear 2009
§1
Acting pursuant to the Article 393.1and the Article 395.2.1of the Polish Commercial Companies Code and§ 10.4.11) of the Articles of Association, the General Meeting of the Companyafter havingread and examined the auditor’s opinion and report as well as Resolution No. 2 of the Supervisory Board of 14May 2010 decides to adopt and approve the Company’s financial statements for the year 2009,prepared in compliance with the International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS)including:
:
a) Balance sheet prepared as at 31 December 2009, showinga balance sheet with a total amount of PLN 1.366.314.509,73 (in words:onebillionthree hundred sixty-six million three hundred and fourteen thousand five hundred and nine Polish zlotys 73/100);
b) Profit and loss account for the period from 1 January 2009 to 31 December 2009 showing a net profit in the amount of PLN 77.142.021,56 (in words: seventy-seven million one hundred forty-two thousand twenty-one Polish zlotys 56/100);
c) Total income statement for the period from 1 January 2009 to 31December 2009 showing a net profit in the amount of PLN 74.094.126,50(in words: seventy-four million ninety-four thousand one hundred twenty-six Polish zlotys 50/100);
d) Cash flow statementshowing a decrease incash balance during the financial year from
1 January 2009 to 31December 2009 by the amount of PLN 5.784.771,18 (in words: five million seven hundred and eighty-four thousand seven hundred and seventy-one Polish zlotys 18/100);
e) Statement of changes in equity for the period from 1 January 2009 to31 December2009 showing an increase in equity by PLN 72.140.885,70 (in words: seventy-two milion one hundred and forty thousand eight hundred and eighty-five Polish zlotys70/100);
f)Additional information and explanatory notes for the year 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 4
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010 concerning adoption and approval of the Report of the Management Board of J.W. Construction Holding S.A. with its seat in Ząbki ( the "Company") on the Company’s Activity in2009.
§1
Acting pursuant to the Article 393.1and the Article 395.2.1of the Polish Commercial Companies Code and§ 10.4.11) of the Articles of Association, the General Meeting of the Companyafter havingread and examined the Management Board's Report onthe Company's Activity in 2009 decides toadopt and approve the Management Board's Report on the Company's Activity in 2009.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes „for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 5
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010regarding the adoption and approval of the consolidated financial statements of J.W. Construction Holding S.A. with its seat in Ząbki
("the Company”)for theyear 2009
§1
Acting pursuant to the Article 395. 5 of the Polish Commercial Companies Codethe Ordinary General Meeting of the Company after having read and examined the auditor's opinion and reportand the Resolution No. 4 of the Supervisory Board of 14 May 2010 decides to adopt andapprove the consolidated financial statement of the Capital Group for the financial year 2009, prepared in compliance with the International Accounting Standards(IAS)/ International Financial Reporting Standards (IFRS), including:
a) Consolidated balance sheet prepared as at31December2009, showing a balance sheet total of PLN 1.522.963.245 (in words: one billion five hundred and twenty-two million nine hundred and sixty-threethousand two hundred and forty-five Polish zlotys);
b) Consolidated profit and loss account for the period from 1 January 2009 to31December 2009 showing a net profit in the amount of PLN 100.396.876,34(in words: one hundredmillionthree hundred and ninety-six thousand eight hundred seventy-six Polish zlotys 34/100);
c)Consolidated total income statement for the period from 1 January2009 to 31 December 2009 showing a net profit in the amount of PLN 97.122.723,31(ninety-seven million one hundred and twenty-two thousand seven hundred and twenty-three Polish zlotys 31/100);
d) Consolidated cash flow statementshowinga decrease in net cash balance during the financial year in the period from 1January 2009 to 31 December 2009 by PLN 9.523.216,68 (in words:ninemillion five hundred and twenty-three thousand two hundred and sixteen Polish zlotys,68/100);
e) Consolidated statement of changes in equity for the period from 1January 2009 to 31 December 2009 showing an increase in equity by PLN 95.169.482,52(in words: ninety-five million one hundred and sixty-ninethousand four hundred and eighty-two Polish zlotys, 52/100);
f)Additional information and explanatory notes for the year 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were 39.987.550 votes cast representing 73,11% of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 6
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010 concerning adoption and approval of the Report of the Management Board of J.W. Construction Holding S.A. with its seat in Ząbki ("the Company") on the Activity of theCapital Group in the year 2007
§1
Acting pursuant to the Article 395. 5 of the Polish Commercial Companies Codethe General Meeting of the Company after having read and examined the Company’s Management Board’s Report onActivity of the Capital Group in the year 2009 decides to adopt and approve the Company’s Management Board’s Report on the Group’s Activity .
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 7
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010concerning adoption and approval of the Report of the Supervisory Board of J.W. Construction Holding S.A. with its seat in Ząbki (the "Company") on the Company’s Activity in the year 2009.
§1
Acting pursuant to the Article 395. 5 of the Polish Commercial Companies Codethe General Meeting of the Company after having read and examined the Company’s Supervisory Board’s Report onthe Company'sActivity in the year 2009 decides to adopt and approve the Supervisory's Board's Report on its Activity in the year 2009.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No.8
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010regarding allocation of 2009 net profit, coverage of the loss from
previous years
§1
Acting pursuant to the Article 348 and 395.2.2 of the Polish Commercial Companies Code and Article 10.11and 24.6 of the Articles of Association of J.W. Construction Holding S.A. z with its seat inZąbki ("the Company") the General Meeting of the Company after having readthe financial statement for the year 2009, the auditor's opinion and report as well asthe ResolutionNo. 6 of the Supervisory Board dated on 14 May 2010 and also having examined the motion ofthe Company's Management Board regarding the allocation of the profit for the year 2009 decides, that the net profit for thefinancial year 2009 in the amount of PLN77.142.021,56(seventy-seven million one hundred forty- two thousand twenty-one Polish zlotys, 56/100) will be fully allocated forsupplementary capital The losses from previous years shown in the financial statements for financial year 2009in the amount of PLN 284.231.365,01 (two hundredand eighty-four million two hundred and thirty-one thousand three hundred and sixty-five Polish zlotys, 1/100) will be covered from the supplementarycapital of the Company.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 9
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010ongiving MrPiotrCiszewski discharge in respect of his duties of
a Member of the Management Board ofJ.W. Construction Holding S.A. with its seat in
Ząbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMrPiotrCiszewski discharge in respect of his duties of a Member of Management Boardin the period from 9 July 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 10
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010ongiving Mr Tomasz Panabażys discharge in respect of his duties
of a Member of the Management Board ofJ.W. Construction Holding S.A. with its seat
inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr Tomasz Panabażysdischarge in respect of his duties of a Member of the Management Boardin the period from 9 July 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
[Draft]
Resolution No. 11
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mrs. Barbara Czyż discharge in respect of her duties of
a Member of the Management Board ofJ.W. Construction Holding S.A. with its seat in
Ząbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMrs. Barbara Czyż discharge in respect of her duties of a Member of Management Boardin the period from 1 January 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No.12
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010ongiving MrsIrminaŁopuszyńska discharge in respect of her
duties of a Member of the Management Board ofJ.W. Construction Holding S.A. with
its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to give Mrs. IrminaŁopuszyńska discharge in respect of her duties of a Member of Management Boardin the period from 1 January 2009 to 9 July 2009.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 13
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mrs. BożenaMalinowska discharge in respect of her duties of a Member of the Management Board ofJ.W. Construction Holding S.A. withits seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMrs. BożenaMalinowskadischarge in respect of her duties of a Member of Management Boardin the period from 1 January 2009 to 9 July 2009.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 14
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010 on giving Mrs. GrażynaSzafarowska discharge in respect of her duties of a Member of the Management Board ofJ.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to give Mrs. GrażynaSzafarowska discharge in respect of her duties of a Member of theManagement Boardin the period from 1 January 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes „for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No.15
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010on giving Mr. WojciechRajchert discharge in respect of his duties of a Member of the Management Board ofJ.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and 395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to give Mr. WojciechRajchertdischarge in respect of his duties of a Member of Management Boardin the period from 1 January 2009 to 31 December2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 16
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr. Robert Wójcik discharge in respect of his duties of a Member of the Management Board of J.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr. Robert Wójcik discharge in respect of his duties of a Member of Management Boardin the period from 1 January 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 17
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr. JózefWojciechowski discharge in respect of his duties of the Chairman of theSupervisory Board of J.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to give Mr. JózefWojciechowski discharge in respect of his duties ofthe Chairman of the Supervisory Board in the period from 1 January 2009to 31December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were 24.635.850 votes cast representing 45,04 % of the Company's share capital.
The resolution was adopted with 24.635.850 votes “for” representing 45,04 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 18
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr.JacekObłękowski discharge in respect of his duties of a Member of the Supervisory Board of J.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr. JacekObłękowski discharge in respect of his duties ofthe Member of the Supervisory Board of the Company in the period from 1 January 2009 to 31 December2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 19
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr. Roman Kobyliński discharge in respect of his duties of a Member of theSupervisory Board of J.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr. Roman Kobyliński discharge in respect of his duties ofthe Member of the Supervisory Board of the Company in the period from 1 January 2009 to 31 December2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
.
Resolution No. 20
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr. HenrykPietraszkiewicz discharge in respect of his duties of the Vice-President of the Supervisory Board ofJ.W. Construction Holding S.A. withits seat in Ząbki("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr. HenrykPietraszkiewiczdischarge in respect of his duties ofthe Member of the Supervisory Board of the Company in the period from 1 January 2009 to 31 December2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 21
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving Mr.JózefOleksy discharge in respect of his duties of a Member of the Supervisory Board of J.W. Construction Holding S.A. with its seat inZąbki ("the Company")
§1
Acting pursuant to the Article 393.1 and395.2.3 of the Polish Commercial Companies Code and§ 10.4.1 of the Articles of Association, the General Meeting of the Company decides to giveMr.JózefOleksy discharge in respect of his duties of a Member of theSupervisory Board of the Company for the period from 1 January 2009 to 31 December 2009
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 22
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May 2010ondetermining the number of members of the Supervisory Board of J.W. Construction Holding S.A.(„the Company”) the second term of office
§1
The General Meeting of J.W. Construction Holding S.A. decides,pursuant to the Article 16. 1 of the Articles of Association to determine the number of members of the Supervisory Board of the second term of officeof 6 persons.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.979.789 votes “for” representing 73,09% of the Company’s share capital. There were no “against”
and “abstaining” votes. There were 7.761 votesrepresenting0,01 % of share capital.
There were no objections to the resolution.
Resolution No. 23
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on appointing the Vice-President of the Supervisory Board ofJ.W Construction HoldingS.A. („the Company”) the second term of office
§1
The General Meeting of J.W. Construction Holding S.A. decides,acting pursuant to the Article 10. 4.6 and 16. 1 of the Articles of Association, in connection with the Article 3. 9edecidesto appoint Mr. HenrykPietraszkiewicz as the Vice-President of theSupervisory Board for the second term of office.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 24
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on appointing the Member of the Supervisory Board of J.W. Construction Holding S.A. („the Company”) of the second term ofoffice
§1
The General Meeting of J.W. Construction Holding S.A. decides,acting pursuant to the Article 10. 4.6 and 16. 1 of the Articles of Association, in connection with the Article 3. 9edecides toappoint Mr. JarosławKról on the position of the Member of the Supervisory Board of the second joint term of office.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 25
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on appointing the Member of the Supervisory Board of J.W. Construction Holding S.A. („the Company”) of the second term ofoffice
§1
The General Meeting of J.W. Construction Holding S.A. decides,acting pursuant to the Article 10. 4.6 and 16. 1 of the Articles of Association, in connection with the Article 3. 9edecides to appoint Mr. MarcinMichnicki on the position of the Member of the Supervisory BoardMichnickiego of the second joint term ofoffice.
§2
The resolution becomes effective upon its adoption.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 26
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on the redemption of treasury shares obtained on the basis of the Resolution No. 26 of the General Meeting of 19 June 2008 , connected with a decreaseof share capital by PLN125.000 and change in the Article of Association
§1
1. Acting pursuant to the Article 359 of Polish Commercial Companies Code and the Article 8 of the Articles of Associationbeing the basis for the redemption, The General Meeting decides toredeem out of net profit located in the supplementary capital of 625.000 ownshares with a nominal value of PLN 0,20 (twenty groszy) each, obtained onthe basis of the Article No. 26 of the General Meeting of 19 June 2008. It includes all the shares obtained by the Company on the basis of this Resolution.
2. The average purchase unit price of own shares for the redemption amounted to PLN 7,09
§2
1. Acting pursuant to the Article 455 of the Polish Commercial Companies Code, the General Meetingdecides to reduce the Company's share capitalfrom PLN 10.939.656by
PLN 125.000 ,to the amount of PLN10.814.656 .
2. The decrease of the share capital shall be done by the redemption of own shares out of netprofit located in the supplementary capital. The redemption of own shares issubject tothe Article 1 of this resolution.
3. The aim of decreasingthe share capital is the cancellation of own shares obtainedbythe Company and transferring this amount of reduction on a separate supplementary capitalin accordancewith the Article 457. 2 of the Polish Commercial Companies Code.
4. Due to the fact that own shares were obtained out of net profit located in supplementary capital,in accordance with the Article 360. 2.2of the Polish Commercial Companies Code there will be noconvocation procedure.
§3
Due to the redemption of own shares and decrease of share capital, that was reportedin the Article 1and 2 of this Resolution, the General Meetingdecides to give the Article 5. 1 of the Articles of Association a new wording:
"1. The share capital of the Company amounts to PLN 10.814.656(in words: ten millioneight hundred and fourteen thousand six hundred and fifty-six) and is divided into54.073.280 ordinary bearer shares of series A and B with a nominal value of PLN0,20/twenty groszy/ each."
§4
The resolution becomes effective upon its registration by the Court.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for”representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolution No. 27
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010onthe issue of convertible bonds, conditional increase of share capital,the total exclusion of pre-emptive rights of the existing Shareholders of newsharesand convertible debentures, and changes of the Articles of Association
§1
1. J.W. Construction Holding S.A. with its seat in Ząbki ("the Company") will issue no morethan 120.000 bondsto bearer, dematerialized, unsecured(Bonds) convertible into
the Company's bearer shares of series D.
2. The total nominal value of Bonds will not be higher than PLN120.000.000.
3. The Management Board shall determine, before issuing the Bonds, the terms of issue of Bonds that arenot determined in this resolution, including division of Bond's issuance intoseries and the maximum number of Bonds in the particular series, the way of Bondspurchase offer, the nominal value of a Bond, issued price, the amount of interest rate, terms and principles of distribution from Bonds, the exact date ofthe Bonds redemptionwhich shall be not laterthan, five years from the date of issueso not laterthan 31 December2015, and the threshold of the issue coming to the effect. Therefore, the Company is authorized to specify in a detailed wayof Bonds issue conditions and bearer shares of series D that is not included in thisResolution and to perform the allocation of the Bonds. The Management Board established conditions of Bonds issue that requirethe approval of the Supervisory Board of the Company.
4. The Management Boardmay stipulate in the resolution determining conditions of issue of Bondsthe possibilityof early redemption of the Bonds and to determine cases, in which the Company will beobliged or entitled to early redemption of the Bonds andto determine potential monetary benefits connected with the early redemption of theBonds and the way of their calculation.
5. The bondholders will be, according to their choice, entitled to:
(a) convert the Bonds into Company's shares of series D, or
(b) to redeem the Bonds.
6. The buyout of the Bonds will be performed by the payment, on the redemption date, of the amount of moneycorresponding to the nominal value of the Bonds increased by accrued interest calculated in a way as indicated in the terms of the Bonds Issue.
7. The Bondholder is entitled to convert the Bonds into Company's shares of series Dissued in the scope of the conditional increase of the Company'sshare capital in accordance withthe Article 2 of this resolution, in exchange for held Bonds, on the following rules:
(a) The number of shares of series D granted for one Bond will be equal toquotientrounded down of the nominal value of one Bond and the conversionprice ofseries D shares issued in exchange for the Bonds.
(b) The minimal conversion price of shares of Series D issued in exchange forthe Bondswill be calculated in the way that,each onezloty of the nominal value ofthe Bonds will be equal to onezloty of the nominal value of shares ofseries D. Subject to the minimum conversion price, the Management Board is authorized to determinethe conversion price or to specify, in a detailed way,the way of determining the conversion price of Series D shares issued in exchange for the Bonds in the resolutionspecifying conditions for issuance of the Bonds.
(c) The date and detailed conditions for the conversion of Bonds into shares of series D willbespecified by theManagement Board in the resolution specifying the terms of issueof the Bonds.
(d) The conversion of Bonds into shares of series D will be made on the basis ofwritten statements of the Bondholder. The Management Board shall report tothe register court the increase of share capital in the way indicated inthe Article. No. 452 of the Polish Commercial Companies Code. The deadlines for submission of statementsregardingconversion of the Bonds into shares of series D will be determined by the Management Board of the Company in the resolution defining the conditions of the issue of the Bonds.
8. Due to permission fordematerialization of the Bonds, the Management Board is authorized totake allsteps necessary to perform the dematerialization of the Bonds, including the act of concluding a contracton registration of securities in depository for securitieswith the entity conducting such a deposit. Moreover, the Management Board is authorizedto make decision whether the Bonds will be listed on a regulated market ( including the regulated market operated by Warsaw Stock Exchange S.A. (GPW) and BondSpot S.A.) orin the alternative trading systemand to take all necessary steps connected with it.
§ 2
1. In order to give rightsto subscribe for shares of series D by the bondholders the conditional share capital increase is performed. The Company's share capital is increased by the amount not higher than PLN 1.380.000 through the issue of not more than 6.900.000 ordinary bearer D shares with the nominal value of PLN 0,20 each. Conditional increasefollowingthrough the issue of ordinary bearer D shares is performed only in order togive rights to subscribe for shares of series D by the Bondholders.
2. The increase of share capital through the issue of shares of series D takes place in the momentof writing the shares off, in the securities account, that were obtained and paid throughconversion of theBonds by the Bondholders in the exercise of theirrights to do subscribe for shares of series D under the conditions specified in this resolution andthe conditions of theBonds issue.
3. The Bondholders' right to subscribe for shares of series Dcould beperformed not later than on the day of redemption of the bonds specified inthe conditions of theBonds issue.
4. The issue price of the shares of Series D will be equal to the conversion price of the Bonds as determined in accordance withthe principles that are specified in this resolution and conditions of the Bonds issue and will bespecified bythe Management Board.
5. Shares of Series D shall carrydividend rights on the following conditions:
(a) Shares of series D issued not later than the day of determining the dividend rights specified in the resolution of the General Meeting of the Company participate in profitstarting from the profit for the previous financial year; and
(b) Shares of series D issued on the day falling after the date of determining the dodividends rightsspecified in the resolution of the General Meeting of the Company participatein profit starting from the profit for the financial year, in which the shares wereissued.
6. The Management Board isauthorized to take any steps connected with the issue andallocationof the series D shares to the Bondholders, whomade a statementon conversion to shares of the series D, in particular, on concluding an agreement with the financial institution, that will perform selected activities relating to the issue andregistration of shares of series D in theNational Depository for Securities S.A.(KDPW) and their admission and introduction to trading on the Warsaw Stock Exchange.
7. The General Meeting of the Company decides to apply for admission andintroduction ofthe shares of series D to trading in a regulated market operated bythe Warsaw Stock Exchange and the granting the shares of series D adematerialized form.
8. The Management Board of the Company is authorized andobliged to take all necessary stepsin order toimplement this resolution, including submitting appropriatemotions or notifications to the Polish Financial Supervision Authority, applying foradmission of the shares of series D to trading in a regulated market operated bythe Warsaw Stock Exchange, registration of the shares of series D in NDS and submitting the motion on introduction of the shares of series D to trading in a regulated market operated by the Warsaw Stock Exchange
§ 3
1. In the interest of the Company, the hitherto shareholders of the Company shall be whollydeprived fromthe right to take up the series D sharesand bonds convertible to D shares. The writtenopinion of the Management Board of the Company substantiates the reasons of depriving fromthe right to take up D shares, bonds convertible into D shares and the issue priceand the way of determining it is hereby acknowledged.
2. Passing this resolution on the issuance of convertible bonds andconditional increase of the share capital of the Company is substantiated by the need of the Company toleverage the Company's financial resources to conduct its businessespecially in the scope of financing new housingand commercial projectsor the acquisition of companies operating in thebuilding and assembly sector .
§ 4
In connection with conditional increase of the share capitalperformedon the basis of this resolution, The General Meeting decides to supplement the paragraph No. 5of the Articles of Association with a new section No. 6 with the following wording:
"6. A resolution was again adopted on the conditional increase of the share capitalof the Company by conditional increase in the maximum amount ofPLN 1,380,000(one milion three hundred eighty thousand Polish zloty) by issue of newbearer sharesof series D of the nominal value ofPLN 0.20(in words:twentygroszy) each,in the total number not higher than 6,900,000 (say: six millionnine hundred thousand shares).
Shares of series D will be taken up by the persons authorizedfrom the convertible bondsissued on the basis of the resolutionNo.26 of the GeneralMeeting of the Company of 18th May 2010. The right to acquire shares of series Dmaybe made not later thanthe date of redemption of the bonds specified in the conditions of the bond issue.
Grounds for the Resolution of the General Meeting:
Passing the resolution on the conditionalincrease of the Company's share capital bythe amountnot higher than nothigher than PLN 1.380.000(in words:one milion three hundred eighty thousand Polishzloty) by the issue ofno more than 6,900,000 (in words:six millionnine hundredthousand) ordinary bearer shares of series D of the nominal value of PLN 0,20(in words:twenty groszy) each withthe total exclusion of pre-emptive rights of the hithertoShareholderssubstantiated by the need of the Company to leverage financial resources toconduct its busienss especially in the scope of financing new housingand and commercial projects orthe acquisition of companies operating in thebuilding and assembly sector.
§5
The resolution becomes effective upon its registration by the Court.
Attachment No.1
tothe Resolution No. 27 of the General Meeting ofJ.W. Construction Holding SpółkaAkcyjna with itsseat in Ząbki of 18 May 2010.
The opinion ofthe Management Board ofJ.W. Construction Holding SpółkaAkcyjnaof 21 April 2010substantiating reasons forwholly exclusion of pre-emptive rights to subscribe for the shares of series D and convertiblebonds into the shares of series D and the way to determine the issue price.
As at 18 May 2010 the General Meeting ofJ.W. Construction SpółkaAkcyjna (the Company) was convened in order to pass a resolution on the issuance of no more than 120.000 convertible sharesinto the shares of series D (the Bonds) and conditional increase of share capitalby the issuance of no more than6.900.000 ordinary bearer sharesof the series D in order to give the rightsto subscribe for the shares of series D by the Bondholders, the exclusion of pre-emptive rights of hitherto shareholders of the Company and the change in the Articles of Association.
The conditional increase of the share capital by the issuance of the shares of series D and the issuance of the Bondsis to obtain the Company's funds to conduct its business activitiesespecially, for the financing new housing and commercial projectsor the acquisition of companies operating in the construction and assembly sector. The issue of Bonds bythe Company isa new tool of gainingcapital that will enable the Company the diversificationof financialinstruments offered to potential investors, thereby obtaining capitalfrom a wider group of potential investors, including those who are interestedin debt securities first.
At the same time, the issue of the Bonds is a flexible way of obtaining the capital by the Company, and this may be due to the possibility of the Bonds issue bythe Management Board in quantities suited to current capital needsof theCompany, particularly those related to the current advancement of housing and commercial projects operated by the Company or occuring possibilities ofthe acquisition of other companies. The convertibility of bonds may allow the Company to place itself amongpotentialBond investors with theirrelatively lower interest in comparison tothe situation of the bonds issue that do not carry the right to conversion into the shares of the Company.
In the opinion of the Board, the increase of the share capital by the issue of the Bonds and shares of theseries D is, in the current situation of the Company, an optimal way of obtaining the capital. The current situationin the capital market and the current and future financial needs of the Company, substantiate the total exclusion of pre-emptive rights of shareholders in relation to the Shares of Series D.
The issue price of the shares of Series D will be equal to the conversion price of the Bonds as determined in accordance withthe principles that are specified in this resolution and conditions of the Bonds issue and will be specified by the Management Board.
Moreover, the minimum conversion price of the shares of series D issued in exchange for the Bonds will be calculatedina waythat each zloty of the nominal value of the Bondswill be equal to no morethan onezlotyof the nominal value of the shares of series D. The issue price of the Bonds will be determined on the basis ofpossible to obtain market prices, taking into consideration the capital needs of the Company.The mentionedabove circumstances prove that deprivation of hitherto shareholdersof the right to the shares of series D is economically viable and it is the Company's interest. The way of determining the issue priceis substantiated.
In the view of the above, the Management Board recommends to the General Meetingvoting on the adoption of the resolution on the issue of convertible bonds, conditionalincreaseof the share capital,the total exclusion of pre-emptive rights of the hitherto Shareholders andthe change in the Articles of Association.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 37.167.550 votes“for” representing 67,95 %of the Company’s share capital. There were no "against" and "abstaining"votes,
There were 2.820.000 votesrepresenting 5,16 % of the share capital.
There were no objections to the resolution.
Resolution No. 28
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on overruling the Resolution No. 2, 3 and No.4 of the Extraordinary General Meeting of20 April2007 and the change of The Articles of Association
§1
1. The General Meeting overrules the Resolutions No. 2, 3 and 4of the Extraordinary General Meeting of the Company of 20 April 2007, stressing simultaneously, that till today no issue of subscription warrants has taken placethat arementioned in the Resolution No. 3 of the Extraordinary General Meetingof the Company of 20 April 2007, but also no agreements onparticipation in the incentive program, referred to the Resolution No. 2 of the Extraordinary General Meeting of the Company of 20 April 2007.
2. In connection to the abolition of the resolution referred in the paragraph 1, the GeneralMeeting of the Company decides to change the paragraph 5. of the Articles of Association with the following wording:
"5. (deleted)".
§2
The resolution becomes effective upon its adoption, except for1. 2, that becomes effectiveuponits registration by the Court.
In the vote there were39.987.550 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.550 votes “for” representing 73,11 % of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.
Resolutions No. 29
of the General Meeting ofJ.W. Construction Holding S.A.with its seat in Ząbki
dated on 18 May2010on giving the Supervisory Boardanauthorisation to adopt the uniform text ofThe Articles of Association
§1
The General Meeting authorizesthe Supervisory Board to establish the uniform textof The Articles of Association or uniform text of The Articles of Association including the changesintroduced by the Resolutions adopted at the General Meeting.
§2
The resolution becomes effective upon its adoption,while the changes in the Articles of Association includedin the uniform text becomes effective upon its registration by the Court.
In the vote there were 39.987.220 votes cast representing 73,11 % of the Company's share capital.
The resolution was adopted with 39.987.220 votes „for” representing73,11% of the Company’s share capital.
There were no “against” and “abstaining” votes.
There were no objections to the resolution.