Resolutions Drafts on the Ordinary General Meeting

The Management Board of LC Corp SA, (the “Issuer”) acting pursuant to Art. 38.1.3 of the Directive of the Minister of Finance dated February 19th 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent the information required by the laws of a non-member state (Journal of Laws of – Dz.U. 2009, No. 33, Item 259 as amended) hereby releases to public information the text of resolutions drafts which he intends to present to the Ordinary General Meeting convened at 10:00 on April 22nd 2014 at the Company’s registered office in Wrocław, at ul. Powstanców Śląskich 2-4

Resolution No. 1

§ 1

Pursuant to Art. 409 § 1 of the Code of Commercial Companies and Partnerships, § 4 and § 5 of LC Corp S.A General Meeting Bylaws, the General Meeting elects Mr./Ms. ……. the Chairperson of the General Meeting.

§ 2

The resolution takes effect on the day of its adoption.

Resolution No. 2

The Ordinary General Shareholders Meeting adopted the following agenda of the meeting conforming to the announcement published on company’s website on 25 March 2014:
1) Opening of the Meeting.
2) Appointment of the Chairman of the Meeting.
3) Determination of the validity of convening the Ordinary General Shareholders Meeting and its ability to adopt the resolutions.
4) Adoption of the agenda of the meeting.
5) Presentation of the brief assessment of Company’s situation made by the Supervisory Board containing the assessment of the internal control system and system of management of the risk material for the Company, the report from the activity of the Supervisory Board for fiscal year 2013 containing the assessment of the report of the Management Board from Company’s activity and the financial statements for fiscal year 2013 and the assessment of the motion of the Management Board regarding the distribution of the profit.
6) Adoption of the resolution regarding the approval of the brief assessment of Company’s situation made by the Supervisory Board, the report from the activity of the Supervisory Board for fiscal year 2013, assessment of the report of the Management Board from Company’s activity and the financial statements for fiscal year 2013 and the assessment of the motion of the Management Board regarding the distribution of the profit for the fiscal year 2013.
7) Adoption of the resolution regarding the review and approval of the report of the Management Board from Company’s activity for fiscal year 2013.
8) Adoption of the resolution regarding the review and approval of the financial statements of the Company for fiscal year 2013.
9) Adoption of the resolution regarding the review and approval of the report of the Management Board from the activity of Capital Group LC Corp S.A. for fiscal year 2013.
10) Adoption of the resolution regarding the review and approval of the consolidated financial statements of Capital Group LC Corp S.A. for fiscal year 2013.
11) Adoption of resolutions on the issue of discharging the Management Board members from the fulfilment of duties for fiscal year 2013.
12) Adoption of the resolutions on the issue of discharging the Supervisory Board members from the fulfilment of duties for fiscal year 2013.
13) Review of the Management Board’s motion regarding the allocation of the profit for fiscal year 2013.
14) Closing the Meeting.

§ 2.

The resolution shall come into force upon adopting it.

Resolution No. 3

§ 1

Pursuant to Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (18) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to approve the Supervisory Board’s Report on Performance in Financial Year 2013 including the assessment of the Management Board’s report on the Company’s performance and the financial statement for the financial year 2013, as well as the Management Board’s proposal made with regard to profit distribution for the fiscal year 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 4

§ 1.

Pursuant to Art. 393 (1) and Art. 395 § 2 (1) of the Code of Commercial Companies and Partnerships and § 30 (1) (1) of the Company’s Articles of Association, upon examination of the Management Board’s report on the Company’s performance for the year 2013, the Ordinary General Meeting of Shareholders resolves to approve the Management Board’s report on the Company’s performance for the year 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 5

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (1) of the Code of Commercial Companies and Partnerships and § 30 (1) (1) of the Company’s Articles of Association, upon examination of the Company’s financial statement for the year 2013, the Ordinary General Meeting of Shareholders resolves to approve the Company’s financial statement for the year 2013 including the following documents:
1) Balance Sheet as at 31 December 2013 presents assets and liabilities equal to 1.359.899 T PLN (in words: one billion three hundred fifty-nine million and eight hundred ninety-nine thousand PLN),
2) Profit and Loss Account for the financial year from 1 January 2013 to 31 December 2013 presents net income of 23.422 T PLN (in words: twenty-three million four hundred and twenty-two thousand PLN),
3) Statement of Changes in Equity for the financial year from 1 January 2013 to 31 December 2013 presents increase in equity by 23.422 T PLN (in words: twenty-three million four hundred and twenty-two thousand PLN),
4) Cash Flow Statement for the period from 1 January 2013 to 31 December 2013 presents increase of cash by the net amount of 985 T PLN (in words: nine hundred eighty-five thousand PLN),
5) Additional information to the financial report – Accounting Policies and notes.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 6

§ 1

Pursuant to Art. 395 § 5 of the Code of Commercial Companies and Partnerships and § 30 (1) (1) of the Company’s Articles of Association, upon examination of the Management Board’s report on the performance of LC Corp S.A. Capital Group for the year 2013, the Ordinary General Meeting of Shareholders resolves to approve the Management Board’s report on the performance of LC Corp S.A. Capital Group for the year 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 7

§ 1

Pursuant to Art. 63c (4) of the Accounting Act and Art. 395 § 2 (1) of the Code of Commercial Companies and Partnerships and § 30 (1) (1) of the Company’s Articles of Association, upon examination of the consolidated financial statement of LC Corp S.A. Capital Group for the year 2013, the Ordinary General Meeting of Shareholders resolves to approve the consolidated financial statement of LC Corp S.A. Capital Group for the year 2013 that comprises:
1) Consolidated Balance Sheet as at 31 December 2013 presents assets and liabilities equal to 2.413.948 T PLN (in words: two billion four hundred and thirteen million nine hundred and forty-eight thousand PLN),
2) Consolidated Profit and Loss Account for the financial year from 1 January 2013 to 31 December 2013presents net income of 73.861 T PLN (in words: seventy-three million eight hundred and sixty-one thousand PLN),
3) Consolidated Statement of Changes in Equity for the financial year 2013 from 1 January 2013 to 31 December 2013 presents increase in equity by 105.692 T PLN (in words: one hundred five million six hundred and ninety-two thousand PLN),
4) Consolidated Cash Flow Statement for the period from 1 January 2013 to 31 December 2013 presents increase of cash by the net amount of 7.094 T PLN (in words: seven million ninety-four thousand PLN),
5) Additional information to the consolidated financial report – Accounting Policies and notes.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 8

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Dariusz Niedośpiał – President of the Management Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 9

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Ms. Joanna Jaskólska – Vice President of the Management Board – confirming discharge of her duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 10

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Tomasz Wróbel – Member of the Management Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 11

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Mirosław Kujawski – Member of the Management Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 12

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Ms. Małgorzata Danek – Member of the Management Board – confirming discharge of her duties for the period from 6 December 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 13
§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Leszek Czarnecki – Chairman of the Management Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 14

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Andrzej Błażejewski – Vice-Chairman of the Supervisory Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 15

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Ludwik Czarnecki-Member of the Supervisory Board – confirming discharge of his duties for the period from 1 January 2013 to 28 May 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 16

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Remigiusz Baliński- Member of the Supervisory Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 17

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Zbigniew Dorenda – Member of the Supervisory Board – confirming discharge of his duties for the period from 1 January 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 18

§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Damian Milibrand – Member of the Supervisory Board – confirming discharge of his duties for the period from 28 May 2013 to 9 November 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 19
§ 1

Pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies and Partnerships and § 30 (1) (4) of the Company’s Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant a vote of acceptance in fiscal year 2013 to Mr. Jakub Malski – Member of the Supervisory Board – confirming discharge of his duties for the period from 6 December 2013 to 31 December 2013.

§ 2.

The resolution takes effect on the day of its adoption.

Resolution No. 20

§ 1

Pursuant to the Art. 393 (1) and Art. 395 § 2 (2) of the Code of Commercial Companies and Partnerships and to § 30 (1) (2) of the Company’s Articles of Association the Ordinary General Meeting of Shareholders, taking into account the Company’s Financial Statement, resolves to dedicate the profit generated by the Company in 2013 amounting to 23.422 T PLN (in words: twenty-three million four hundred twenty-two thousand PLN), the amount in full zlotys: PLN 23.422.243,39 (in words: twenty-three million four hundred and twenty-two thousand two hundred and forty-three 39/100) entirely to the supplementary capital.

§ 2.

The resolution takes effect on the day of its adoption.

The Issuer informs that resolutions No 1 – 20 has received a positive opinion of Members of the Supervisory Board of LC Corp S.A.

Legal basis: Art. 56.1.2.a of Act of July 29th 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (Dz. U. of 2005, No 184 item 1539, as amended) in connection with Art. 38.1.3 Of the Directive of the Minister of Finance dated February 19th 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent the information required by the laws of a non-member state (Journal of Laws of – Dz.U. 2009, No. 33, Item 259 as amended).