10.06.2009
Draft resolutions of the Annual General Meeting of Stalprofil SA
Stalprofil SA presents draft resolutions which the Company\'s Management Board intends to submit to the Annual General Meeting of Stalprofil SA, convened to be held on June 26, 2009.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information to be submitted by issuers of securities (...)
Pursuant to item 5 section II of the code "Good practices of listed companies", the Management Board presents grounds for resolutions no. 18 - 20 , which are not typical resolutions passed during a regular Annual General Meeting of Stalprofil SA.:
1. Draft resolution no. 18 on amending the Articles of Association of Stalprofil SA was drawn up by the Company\'s Management Board following amendments to the act of December 5, 2008 on amending the act Commercial Companies Code and act on trading of financial instruments, changes in Polish Classification of Activities, and adjustment of the Company\'s objects to the scope of activity of other entities in the Group, which may facilitate common projects within the Group,
2. Draft resolution no. 19 on amending Regulations of the General Meeting of Stalprofil S.A. was drawn up as it was necessary to amend the Regulations so that they reflect changes implemented by virtue of the act of December 5, 2008 on amending the act Commercial Companies Code, and the act on trading of financial instruments. In view of the fact that new provisions of the Commercial Companies Code will come into force on August 3, 2009, the Management Board proposes that the new regulations take effect in the Company on that very day.
3. Draft resolution no. 20 on covering Supervisory Board members of Stalprofil S.A with civil liability insurance, and in consequence amendments to Resolution no. 17 of the General Meeting of March 26, 1999 was proposed since the Company initiated procedures aimed at concluding an civil liability insurance contract covering all members of bodies in entities belonging to STALPROFIL SA Group. However implementation requires the consent of the General Meeting as regards the Supervisory Board since insurance contribution is treated by tax authorities as a personal benefit (non-cash) in favor of the insured person and constitutes an element of their remuneration.
In view of the above it is necessary to amend resolution of the General Meeting on the principles of remunerating Supervisory Board Members.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information to be submitted by issuers of securities (...)
Pursuant to item 5 section II of the code "Good practices of listed companies", the Management Board presents grounds for resolutions no. 18 - 20 , which are not typical resolutions passed during a regular Annual General Meeting of Stalprofil SA.:
1. Draft resolution no. 18 on amending the Articles of Association of Stalprofil SA was drawn up by the Company\'s Management Board following amendments to the act of December 5, 2008 on amending the act Commercial Companies Code and act on trading of financial instruments, changes in Polish Classification of Activities, and adjustment of the Company\'s objects to the scope of activity of other entities in the Group, which may facilitate common projects within the Group,
2. Draft resolution no. 19 on amending Regulations of the General Meeting of Stalprofil S.A. was drawn up as it was necessary to amend the Regulations so that they reflect changes implemented by virtue of the act of December 5, 2008 on amending the act Commercial Companies Code, and the act on trading of financial instruments. In view of the fact that new provisions of the Commercial Companies Code will come into force on August 3, 2009, the Management Board proposes that the new regulations take effect in the Company on that very day.
3. Draft resolution no. 20 on covering Supervisory Board members of Stalprofil S.A with civil liability insurance, and in consequence amendments to Resolution no. 17 of the General Meeting of March 26, 1999 was proposed since the Company initiated procedures aimed at concluding an civil liability insurance contract covering all members of bodies in entities belonging to STALPROFIL SA Group. However implementation requires the consent of the General Meeting as regards the Supervisory Board since insurance contribution is treated by tax authorities as a personal benefit (non-cash) in favor of the insured person and constitutes an element of their remuneration.
In view of the above it is necessary to amend resolution of the General Meeting on the principles of remunerating Supervisory Board Members.