MILKILAND (MLK): Resolutions adopted at the Annual General Meeting of Shareholders of Milkiland N.V. - raport 4

Raport bieżący nr 4/2018

Podstawa Prawna:
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieї№ce i okresowe

The Board of Directors of Milkiland N.V. with its corporate seat in Amsterdam, the Netherlands (“the Company") informs that the following resolutions were adopted at the Annual General Meeting of Shareholders of Milkiland N.V. held on 15 June 2018 at Havenmeesterweg 27, Schiphol Airport, Schiphol, 1118 CB, Amsterdam, the Netherlands, at 13.30 a.m. Amsterdam time (the “the AGM” or “the General Meeting”).

At the AGM, the holders of 26,106,388 shares were present or represented and who, in total, could have casted 26,106,388 votes (being 83.54 % of the entire issued share capital).

1. The voting item of the Agenda of the Annual General Meeting of Shareholders:

2. Approval of appointment of Accon AVM as the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2017.

Resolution of the AGM:

to approve appointment of Accon AVM as the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2017.

24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02 % of the entire issued share capital) abstained.

2. The voting item of the Agenda of the Annual General Meeting of Shareholders:

3. Appointment of the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2018.

Resolution of the AGM:

to appoint Accon AVM as the external auditor as referred to in section 2:393 of the Dutch Civil Code for the financial year 2018.

24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02 % of the entire issued share capital) abstained.

3. The voting item of the Agenda of the Annual General Meeting of Shareholders:

5.b adoption of the annual accounts for the financial year 2017.

Resolution of the AGM:

to adopt the annual accounts for the financial year 2017.

26,106,388 votes (being 83.54% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

0 votes abstained.

4. The voting item of the Agenda of the Annual General Meeting of the Shareholders:

6. Granting of discharge to the members of the Board Directors for their tasks during the financial year 2017.

Resolution of the AGM:

to discharge the members of the Board of Directors of the Company in respect of their tasks during the financial year 2017.

26,106,388 votes (being 83.54 % of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

0 votes abstained.

5. The voting item of the Agenda of the Annual General Meeting of Shareholders:

7. Authorisation of the Board of Directors to repurchase shares.

Resolution of the AGM:

to authorize the Board of Directors to repurchase shares.

24,536,388 votes (being 78.52 % of the entire issued share capital) have been cast in favour of the proposal;

1,570,000 votes (being 5.02 % of the entire issued share capital) have been cast against of the proposal; and that

0 votes abstained.

6. The voting item of the Agenda of the Annual General Meeting of Shareholders:

8.a delegation to the Board of Directors of the power to resolve to issue shares and/or to grant rights to subscribe for shares. (item 8. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights).

Resolution of the AGM:

to delegate to the Board of Directors the authority to issue shares comprised in the Company's authorised share capital under the Company's articles of association, as amended from time to time, and/or to grant rights to subscribe for such shares, with the understanding that this authority is limited to 10% of the issued share capital of the Company at the date of the General Meeting, plus an additional 10% of the issued share capital of the Company at the date of the General Meeting in connection with or on the occasion of mergers and acquisitions.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

1,570,000 votes (being 5.02% of the entire issued share capital) have been cast against of the proposal; and that

0 votes abstained.

7. The voting item of the Agenda of the Annual General Meeting of Shareholders:

8.b delegation to the Board of Directors of the power to resolve to restrict or exclude pre-emptive rights. (item 8. Delegation powers relating to the issue of shares: (a) to resolve to issue shares and/or to grant rights to subscribe for shares and (b) to resolve to restrict or exclude pre-emptive rights).

Resolution of the AGM:

to delegate to the Board of Directors the authority to restrict or exclude pre-emptive rights in respect of such issue of shares and rights to subscribe for shares, all for a period of eighteen (18) months from the date of the General Meeting.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

1,570,000 votes (being 5.02% of the entire issued share capital) have been cast against of the proposal; and that

0 votes abstained.

8. The voting item of the Agenda of the Annual General Meeting of Shareholders:

9.a Re-appointment of Mr. Oleg Rozhko as non-executive director of the Board of Directors (item 9. Re-appointment of members of the Board of Directors).

Resolution of the AGM:

to re-appoint Mr. Oleg Rozhko as non-executive director of the Board of Directors, Chairman of the Board as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2019. The remuneration of Mr. O. Rozhko shall be in accordance with the remuneration policy of the Company.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

9. The voting item of the Agenda of the Annual General Meeting of Shareholders:

9.b Re-appointment of Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors (item

9. Re-appointment of members of the Board of Directors).

Resolution of the AGM:

to re-appoint Mr. Willem Scato van Walt Meijer as non-executive director of the Board of Directors, Head of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2019. The remuneration of Mr. Willem Scato van Walt Meijer shall be in accordance with the remuneration policy of the Company.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

9. The voting item of the Agenda of the Annual General Meeting of Shareholders:

9.c Re-appointment of Mr. Vyacheslav Rekov as non-executive director of the Board of Directors (item 9. Re-appointment of members of the Board of Directors).

Resolution of the AGM:

to re-appoint Mr. Vyacheslav Rekov as non-executive director of the Board of Directors, member of Audit Committee as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2019. The remuneration of Mr. V. Rekov shall be in accordance with the remuneration policy of the Company.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

10. The voting item of the Agenda of the Annual General Meeting of Shareholders:

9.d Re-appointment of Mr. George Christopher Logusch as non-executive director of the Board of Directors (item

9. Re-appointment of members of the Board of Directors).

Resolution of the AGM:

to re-appoint Mr. George Christopher Logusch as non-executive director of the Board of Directors as of the date of the General Meeting, for another one year period ending at the close of the annual general meeting of shareholders to be held in 2019. The remuneration of Mr. George Christopher Logusch shall be in accordance with the remuneration policy of the Company.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

11. The voting item of the Agenda of the Annual General Meeting of Shareholders:

9.e Re-appointment of Mr. Pavlo Sheremeta as non-executive director of the Board of Directors (item 9. appointment of members of the Board of Directors).

Resolution of the AGM:

to re-appoint Mr. Pavlo Sheremeta as non-executive director of the Board of Directors as of the date of the General Meeting, for one year period ending at the close of the annual general meeting of shareholders to be held in 2019. The remuneration of Mr. Pavlo Sheremeta shall be in accordance with the remuneration policy of the Company.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

12. The voting item of the Agenda of the Annual General Meeting of Shareholders:

10. Approval of the amended and restated Remuneration policy Milkiland N.V.Resolution of the AGM:

to approve the amended and restated Remuneration policy Milkiland N.V.

24,536,388 votes (being 78.52% of the entire issued share capital) have been cast in favour of the proposal;

0 votes have been cast against of the proposal; and that

1,570,000 votes (being 5.02% of the entire issued share capital) abstained.

During the Annual General Meeting of Shareholders no objection was raised and noted in the minutes thereof.