KERNEL (KER): RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF KERNEL HOLDING S.A. HELD ON 11 DECEMBER 2017 - raport 58

UNI - EN REPORT No58/2017

Kernel Holding S.A. informs that all resolutions of the Annual General Meeting of Shareholders, which was held on 11 December 2017 at 15:00 CET at the Company’s registered office, 19 rue de Bitbourg, L-1273 Luxembourg, were adopted substantially in wording as proposed in current report No 51/2017 published on 10 November 2017.

All resolutions adopted at the Annual General Meeting of Shareholders come into force on the day of their adoption.

In accordance with the provisions of the Law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies, we hereby inform you of the resolutions to be proposed for adoption at the annual general meeting of shareholders:

FIRST RESOLUTION

The General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves these reports.

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

SECOND RESOLUTION

The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves in their entirety the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2017, with a resulting consolidated net profit attributable to equity holders of the Company of one hundred seventy-six million two hundred and forty-three thousand US dollars (USD 176,243,000. -).

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

THIRD RESOLUTION

The general meeting, after having reviewed the management report of the board of directors and the report of the independent auditor of the Company, approves in their entirety the Parent Company’s annual accounts (unconsolidated) for the financial year ended on 30 June 2017, with a resulting net loss for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of six million seven hundred sixty-five thousand four hundred and forty-two US dollars and twenty-nine cents (USD 6,765,442.29).

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

FOURTH RESOLUTION

The general meeting approves the proposal of the board of directors (i) to carry forward the net loss of the Parent Company annual accounts (non-consolidated) of six million seven hundred sixty-five thousand four hundred and forty-two US dollars and twenty-nine cents (USD 6,765,442.29) and (ii) after allocation to the legal reserve of the Company, to declare a dividend at twenty-five cents per ordinary share (USD 0.25) for the financial year ended on 30 June 2017. The general meeting delegates to the board of directors to set up record and payment dates for the dividends distribution.

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

FIFTH RESOLUTION

The general meeting decides to grant discharge to the directors of the Company for their management duties and the exercise of their mandates in the course of the financial year ended on 30 June 2017.

This resolution has been adopted by a majority of 44,652,638 votes in favor, 900,700 votes against, 269,236 votes abstained.

SIXTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrzej Danilczuk for a one-year term, decides to renew the mandates of Mr. Andrzej Danilczuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,898,445 votes in favor, 924,129 votes against, 0 votes abstained.

SEVENTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Nathalie Bachich for a one-year term, decides to renew the mandates of Mrs. Nathalie Bachich for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,921,874 votes in favor, 900,700 votes against, 0 votes abstained.

EIGHTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Sergei Shibaev for a one-year term, decides to renew the mandates of Mr. Sergei Shibaev for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,921,874 votes in favor, 900,700 votes against, 0 votes abstained.

NINTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova for a one-year term, decides to renew the mandate of Mrs. Anastasiia Usachova for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,827,918 votes in favor, 994,656 votes against, 0 votes abstained.

TENTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yuriy Kovalchuk for a one-year term, decides to renew the mandate of Mr. Yuriy Kovalchuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,536,847 votes in favor, 1,285,727 votes against, 0 votes abstained.

ELEVENTH RESOLUTION

The general meeting, having acknowledged the end of the mandate of Mr. Kostiantyn Lytvynskyi, decides not to renew the mandate and to grant discharge to Mr. Kostiantyn Lytvynskyi for the exercise of his duties during the year 2017 with immediate effect.

This resolution has been adopted by a majority of 45,553,338 votes in favor, 0 votes against, 269,236 votes abstained.

TWELFTH RESOLUTION

The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Viktoriia Lukianenko for a one-year term, decides to renew the mandate of Mrs. Viktoriia Lukianenko for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 44,887,874 votes in favor, 934,700 votes against, 0 votes abstained.

THIRTEENTH RESOLUTION

The general meeting, following proposal by the Board to appoint Mr. Yevgen Osypov as a new director of the Company, decides to appoint as new director of the Company Mr. Yevgen Osypov born on 14th May 1976 in Kyiv, Ukraine, residing at 14a Polovetska street, 04107 Kyiv, Ukraine for a one-year term mandate, which shall terminate on the of the general meeting of shareholders held in 2018.

This resolution has been adopted by a majority of 44,536,847 votes in favor, 1,285,727 votes against, 0 votes abstained.

FOURTEENTH RESOLUTION

The general meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to two hundred sixty thousand US dollars (USD 260,000. -), approves the independent directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2018, for a total gross annual amount of two hundred sixty thousand US dollars (USD 260,000. -).

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

FIFTEENTH RESOLUTION

The general meeting, having acknowledged that fees (tantiemes) paid to the executive directors for their previous term as members of the board of directors amounted in total to two hundred forty thousand US dollars (USD 240,000. -), approves the executive directors’ fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2018, for a total gross annual amount of two hundred forty thousand US dollars (USD 240,000. -) including two hundred thousand US dollars (USD 200,000. -) to be paid to the chairman of the board of directors.

This resolution has been adopted by a majority of 45,822,574 votes in favor, 0 votes against, 0 votes abstained.

SIXTEENTH RESOLUTION

The general meeting grants discharge to the independent auditor of the Company, Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 for the financial year ended on 30 June 2017.

This resolution has been adopted by a majority of 44,918,123 votes in favor, 904,451 votes against, 0 votes abstained.

SEVENTEENTH RESOLUTION

The general meeting, following proposal by the board of directors to reappoint Deloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company, resolves to reappoint Delloitte Audit, a société à responsabilité limitée, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 67 895 as independent auditor of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2018.

This resolution has been adopted by a majority of 39,189,064 votes in favor, 0 votes against, 6,621,809 votes abstained.