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 13, 2016 at the Company's registered office in Wrocław, at ul. Powstanców Śląskich 2-4.

RESOLUTION No. 1

§ 1

Acting pursuant to Article 409(1) of the Code of Commercial Companies and Partnerships, and § 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

§ 1

The Annual General Shareholders Meeting adopted the following agenda of the meeting conforming to the announcement published on company’s website on 17 March 2016:

1. Opening of the Meeting.
2. Election of the Chairperson of the Meeting.
3. Determination of the validity of convening the Annual General Meeting and its ability to adopt the resolutions.
4. Accepting the agenda.
5. Presentation of the brief assessment of the Company’s situation made by the Supervisory Board containing the assessment of the internal control system and the system of management of the risk material for the Company, the report on the Supervisory Board’s activity for financial year 2015 containing the assessment of the Management Board’s report on Company’s activity and the financial statements for financial year 2015 and the assessment of the Management Board’s motion regarding the distribution of the profit for 2015 and the assessment of how the Company fulfilled its information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations on current and periodical reporting by issuers of securities.
6. Adoption of the resolution regarding the approval of the brief assessment of Company’s situation made by the Supervisory Board, the report on the Supervisory Board’s activity for financial year 2015 and the assessment of the Management Board’s report on the Company’s activity and the financial statements for financial year 2015 and the assessment of the Management Board’s motion regarding the distribution of the profit for financial year 2015 and the assessment of how the Company fulfilled its information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations on current and periodical reporting by issuers of securities.
7. Adoption of a resolution regarding the review and approval of the Management Board’s report on the Company’s activity for financial year 2015.
8. Adoption of the resolution regarding the review and approval of the Company’s financial statements financial year 2015.
9. Adoption of a resolution regarding the review and approval of the Management Board’s report on the activity of the group of companies LC Corp S.A. for financial year 2015.
10. Adoption of a resolution regarding the review and approval of the consolidated financial statements of the group of companies LC Corp S.A. for financial year 2015.
11. Adoption of resolutions regarding the acknowledgement of fulfilment of duties for 2015 by Management Board members.
12. Adoption of resolutions regarding the acknowledgement of fulfilment of duties for 2015 by Supervisory Board members.
13. Adoption of a resolution regarding revocation of § 1 and § 2 of the Resolution No. 4 adopted by the Company’s Extraordinary General Meeting on 31 July 2015, release of capital reserve and transfer of the amount to supplementary capital
14. Review of the Management Board’s motion regarding the allocation of the profit for financial year 2015.
15. Adoption of a resolution regarding the allocation of the profit for financial year 2015 and, if the resolution regarding the dividend payment is adopted, adoption of a resolution regarding the setting of the dividend day and the dividend payment date and establishing the intended purpose, if any, of part of the supplementary capital for dividend payment.
16. Closing the Meeting

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 3

§ 1

Acting pursuant to Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Articles 30.1.18 of the Company’s Articles of Association, the Annual General Meeting resolves to approve the assessment of the Company’s situation made by the Supervisory Board, the Supervisory Board’s report on the Company’s situation for financial year 2015 and the Supervisory Board’s assessment of the Management Board’s report on the Company’s activity and the financial statements for financial year 2015 and the assessment of the Management Board’s motion regarding the distribution of the profit for 2015 and the assessment of how the Company fulfilled its information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations on current and periodical reporting by issuers of securities.

§ 2

The resolution takes effect on the day of its adoption. 

RESOLUTION No. 4

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(1) of the Code of Commercial Companies and Partnerships and Article 30.1.1 of the Company’s Articles of Association, having reviewed the Management Board’s report on the Company’s activity for financial year 2015, the Company’s Annual General Meeting resolves to approve the Management Board’s report on the Company’s activity for financial year 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 5

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(1) of the Code of Commercial Companies and Partnerships and Article 30.1.1 of the Company’s Articles of Association, having reviewed the Company’s financial statements for financial year 2015, the Company’s Annual General Meeting resolves to approve the Company’s financial statements for financial year 2015 which include:

1. Statement of financial position made as at 31 December 2015 with total assets and liabilities and equity of PLN 1,376,975,000 (in words: one billion three hundred seventy six million nine hundred seventy five thousand zloty).
2. Statement of comprehensive income for the financial year from 1 January 2015 to 31 December 2015 with the net profit of PLN 17,079,000 (in words: seventeen million seventy nine thousand zloty) and comprehensive income of PLN 17,079,000 (in words: seventeen million seventy nine thousand zloty).
3. Statement of changes in equity for the financial year from 1 January 2015 to 31 December 2015 with the increase in equity by PLN 17,079,000 (in words: seventeen million seventy nine thousand zloty).
4. Cash flow statement for the period from 1 January 2015 to 31 December 2015 with the increase in cash by the net amount of PLN 23,220,000 (in words: twenty three million two hundred twenty thousand zloty).
5. Notes to the financial statements: accounting policies (rules) and additional explanatory notes.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 6

§ 1

Acting pursuant to Article 395(5) of the Code of Commercial Companies and Partnerships and Article 30.1.1 of the Company’s Articles of Association, having reviewed the Management Board’s report on the activity of the group of companies LC Corp S.A. for financial year 2015, the Company’s Annual General Meeting resolves to approve the Management Board’s report on the activity of the group of companies LC Corp S.A. for financial year 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 7

§ 1

Acting pursuant to Article 63c(4) of the Act on Accounting and Article 395(2)(1) of the Code of Commercial Companies and Partnerships and Article 30.1.1. of the Company’s Articles of Association, having reviewed the consolidated financial statements of the group of companies LC Corp for financial year 2015, the Company’s Annual General Meeting resolves to approve the consolidated financial statements of the group of companies LC Corp for financial year 2015 which include:

1. Consolidated statement of financial position made as at 31 December 2015 with total assets and liabilities and equity of PLN 2,890,885,000 (in words: two billion eight hundred ninety million eight hundred eighty five thousand zloty);
2. Consolidated statement of comprehensive income for the financial year from 1 January 2015 to 31 December 2015 with the net profit of PLN 108,932,000 (one hundred eight million nine hundred thirty two thousand zloty) and comprehensive income of  PLN 109,457,000 (in words: one hundred nine million four hundred fifty seven thousand zloty);
3. Consolidated statement of changes in equity for the financial year from 1 January 2015 to 31 December 2015 with the increase in equity by PLN 109,457,000 (in words: one hundred nine million four hundred fifty seven thousand zloty);
4. Consolidated cash flow statement for the period from 1 January 2015 to 31 December 2015 with the decrease in cash by the net amount of PLN 44,348,000 (in words: forty four million three hundred forty eight thousand zloty);
5. Notes to the consolidated financial statements: accounting policies (rules) and additional explanatory notes.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 8

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Dariusz Niedośpiał, President of the Management Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 9

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Ms. Joanna Jaskólska, Vice-President of the Management Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 10

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Tomasz Wróbel, Member of the Management Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 11

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Mirosław Kujawski, Member of the Management Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 12

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Ms. Małgorzata Danek, Member of the Management Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 13

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Leszek Czarnecki, Chairperson of the Supervisory Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 14

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Andrzej Błażejewski, Deputy Chairperson of the Supervisory Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 15

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Remigiusz Baliński, Member of the Supervisory Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 16

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Zbigniew Dorenda, Member of the Supervisory Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 17

§ 1

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Code of Commercial Companies and Partnerships and Article 30.1.4 of the Company’s Articles of Association, the Company’s Annual General Meeting resolves to acknowledge fulfilment of duties in financial year 2015 by Mr. Jakub Malski, Member of the Supervisory Board, in the period from 1 January 2015 to 31 December 2015.

§ 2

The resolution takes effect on the day of its adoption.

RESOLUTION No. 18

§ 1

The Company’s Annual General Meeting resolves to revoke § 1 and § 2 of the Resolution No. 4 adopted no 31 July 2015 by the Company’s Extraordinary General Meeting.

§ 2

In connection with the revocation of § 1 and § 2 of the Resolution No. 4 adopted on 31 July 2015 by the Company’s Extraordinary General Meeting, the Company’s Annual General Meeting resolves to release the capital reserve of PLN 100,000,000.00 (in words: one hundred million zloty) created under § 3 of the Resolution as above in order to finance the acquisition of the Company’s treasury shares and their acquisition costs. The amount from the capital reserve as released shall be transferred to the Company’s supplementary capital.

§ 3

The resolution takes effect on the day of its adoption.

RESOLUTION No. 19

§ 1

1. Acting pursuant to Article 396(5) and Article 348(1) of the Code of Commercial Companies and Partnerships, the Company’s Annual General Meeting resolves to allocate the supplementary capital in the part resulting from the release of the capital reserve referred to in the Resolution No. 18, i.e. of PLN 63,481,492.07 (in words: sixty three million four hundred eighty one thousand four hundred ninety two zloty and seven grosz) to pay the dividend.

2. The dividend payment rules and date shall be stated in § 2 herein.

§ 2

Acting pursuant to Article 395(2)(2) and Article 348 of the Code of Commercial Companies and Partnerships and pursuant to Article 30.1.2 and 30.1.3 of the Company’s Articles of Association and having regard to Rule IV.Z.16. of the Good Practices of Companies Listed on the Warsaw Stock Exchange (Resolution No. 26/1413/2015 of the Supervisory Board of the Warsaw Stock Exchange dated 13 October 2015), the Company’s Annual General Meeting resolves as follows:

1. The Company’s Annual General Meeting resolves to allocate the Company’s profit for the financial year ended 31 December 2015 of PLN 17,079,000 (in words: seventeen million seventy nine thousand zloty), the amount in full zloty PLN 17,079,003.91 (in words: seventeen million seventy nine thousand three zloty and ninety one grosz) to be divided among the shareholders through the payment of the dividend.
2. The Annual General Meeting resolves to pay the dividend under the following rules:

a) the total  dividend amount is PLN 80,560,495.98 (eighty million five hundred sixty thousand four hundred ninety five zloty and ninety eight grosz) and comprises all profit for financial year 2015 allocated to the payment of the divided according to § 2.1 hereof, increased by PLN 63,481,492.07 (in words: sixty three million four hundred eighty one thousand four hundred ninety two zloty and seven grosz) transferred from the supplementary capital and allocated to the payment of the dividend according to § 1 hereof;

b) 447,558,311 shares are earmarked for dividend payment; each share entitles to a dividend of PLN 0.18 (in words: eighteen grosz);

c) the dividend day is set to ……….;

d) the dividend payment date is set to ………….

§ 3

The resolution takes effect on the day of its adoption.

The Issuer informs that resolutions No 1 – 19 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 29^th 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 19^th 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).