Investor Relations

2019

27 / 06

Annual General Meeting

Convened for June 27th 2019

NOTICE
of placing new items on the agenda of the Annual General Meeting of Grupa Azoty S.A. of June 27th 2019


The Management Board of Grupa Azoty S.A. of Tarnów (the “Company”) announces that on June 6th 2019 the Management Board received a request from the State Treasury, a shareholder of the Company, submitted under Art. 401.1 of the Commercial Companies Code and Art. 44.4 of the Company’s Articles of Association, to place the following items on the agenda of the Annual General Meeting of the Company to be held at 10.00 am on June 27th 2019 in Tarnów:

  1. Passing a resolution to amend Resolution No. 8 of the Extraordinary General Meeting of the Company of December 2nd 2016 on the rules of remuneration for members of the Management Board, amended by Resolution No. 37 of the Company’s Annual General Meeting of June 30th 2017 to amend Resolution No. 8 of the Extraordinary General Meeting of the Company on the rules of remuneration for members of the Management Board.
  2. Passing a resolution to amend Resolution No. 9 of the Extraordinary General Meeting of the Company dated December 2nd 2016 on the rules of remuneration for members of the Supervisory Board.
  3. Passing a resolution to appoint the Chairperson of the Supervisory Board.

In view of the above, the agenda of the Annual General Meeting of the Company convened for June 27th 2019 is now as follows:

  1. Opening of the Meeting.
  2. Appointment of the Chair of the Meeting and preparation of the attendance list.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.
  6. Appointment of a Ballot Counting Committee for the Annual General Meeting.
  7. Review of the Supervisory Board’s reports:
    1. Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2018: the separate financial statements, the consolidated financial statements, the Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, the consolidated report on payments to governments, the non-financial statement of the Grupa Azoty Group and the Management Board’s proposal on the allocation of net profit for 2018;
    2. Report of the Supervisory Board of Grupa Azoty S.A. on its activities in 2018.
  8. Review and approval of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2018.
  9. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  10. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations in the 12 months ended December 31st 2018.
  11. Review and approval of the Grupa Azoty Group’s consolidated report on payments to governments in 2018.
  12. Review and approval of the non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  13. Resolution to allocate Grupa Azoty S.A.’s net profit for the financial year 2018.
  14. Resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  15. Resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  16. Resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to adopt a consolidated text of the Articles of Association.
  17. Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
  18. Resolution to amend Resolution No. 8 of the Extraordinary General Meeting of the Company of December 2nd 2016 on the rules of remuneration for members of the Management Board, amended by Resolution No. 37 of the Company’s Annual General Meeting of June 30th 2017 to amend Resolution No. 8 of the Extraordinary General Meeting of the Company on the rules of remuneration for members of the Management Board.
  19. Resolution to amend Resolution No. 9 of the Extraordinary General Meeting of the Company dated December 2nd 2016 on the rules of remuneration for members of the Supervisory Board.
  20. Appointment of the Chairperson of the Supervisory Board.
  21. Current information for the Shareholders.
  22. Closing of the Meeting.

Management Board of
Grupa Azoty Spółka Akcyjna



AGM 27062019 Resolutions passed
AGM 27062019 Draft resolution to remove item 17 of the agenda
Power of proxy form
Proxy voting form
AGM Draft Resolutions bulk file
Notice of AGM 27062019 new items
Draft resolution No. 2
Draft resolution No. 4
Draft resolution No. 5
Draft resolution No. 6
Draft resolution No. 7a
Draft resolution No. 7b
Draft resolution No. 15
Draft resolution No. 18
Draft resolution No. 19
Draft resolution No. 20

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