ANNOUNCEMENT OF THE RESULTS OF THE ORDINARY GENERAL MEETING

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ANNOUNCEMENT OF THE RESULTS OF THE ORDINARY GENERAL MEETING of Philip Morris ČR a.s., whose registered office is at Kutná Hora, Vítězná 1, Postal Code: , identification number: , registered
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ANNOUNCEMENT OF THE RESULTS OF THE ORDINARY GENERAL MEETING of Philip Morris ČR a.s., whose registered office is at Kutná Hora, Vítězná 1, Postal Code: , identification number: , registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 627 (the Company ), held at the registered office of the Company in Kutná Hora, Vítězná 1, Postal Code: , at 10 am on 27 April 2012 (the General ) Note: The English version of this document is published for informational purposes only. The authoritative version of this document is the version published in the Czech language. 1 1. Point 2 of the agenda of the General Election of the Chairman of the General, Minutes Clerk, Minutes Verifiers and Scrutineers, and Approval of the Rules of Procedure and Voting Rules of the General : 1.1 T h e General M e eting elect ed Mr Martin Hájek as Chairman of the General, Ms Zuzana Dušková as Minutes Clerk of the General, Milan Vácha and Maria Haladova-Pisko as Minutes Verifiers of the General and the following persons as Scrutineers of the General : (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Petr Brant; Martin Hlaváček; Josef Nuhlíček; Johana Srbová; Barbora Šátková; Šárka Honzová; Kateřina Jebavá; and Lucie Pokorná valid votes (connected with shares of the company), were cast, which represents 79.98% share of the capital of the Company. Election of Chairman of the General, Minutes Clerk of the General, Minutes Verifiers of the General and Scrutineers of the General FOR ABSTAINED T h e G en eral approved the R ul es o f P r ocedure and Vot ing R ul es of t h e G eneral M eet ing as p ro posed b y t h e Board o f Di r ectors and published on the website w w w. phi lipmorris.cz on 2 7 March Approval of the Rules of Procedure and Voting Rules of the General FOR ABSTAINED Point 3 and 5 of the agenda of the General proposal for the approval of the Report of the Board of Directors on the Company s business activities, the 2011 ordinary financial statements, the 2011 ordinary consolidated financial statements and for the distribution of profit for 2011, including the amounts and method of payment of dividends: 2 T h e G eneral Meet ing adop t ed t h e f ollowing res olutions: The Report of the Board of Directors on the Company s business activities for the 2011 calendar yea r acco unting period is hereby approved The o rdi nary financi al stat emen ts o f the Company f or t he calen dar yea r account ing period are hereby approved. The ordinary consolidat ed financial s t at em ent s o f t h e C o mp any for t h e 2011 cal endar year account ing per iod are her eby approved . The C ompany's profit for the 2011 ca l en dar year a ccount ing p er iod i n the a mo unt of CZK will be di stribut ed as follows: a) A part o f the C ompany's p rofit f or t he 2011 calen dar year CZK will b e paid to t h e C ompany's shareh ol d ers as d i vidends. A di viden d of C ZK will appl y to each ordinary share o f the C ompany w ith a n ominal val ue of CZK 1 000, in vi ew of the t ot al n umber o f these s hares, i.e T h e d ecisive date f or exerci sing t h e r ight to di vi d en ds is 20 A pril 2 012, i.e. d i vidends will b e paid t o shareh olders w ho hel d shares of t h e Company as at 20 April b) A p art of the C o mpany's profit, CZK will be t ransferred t o retained ea rnings f rom prio r yea rs. Shareh olders who a r e n atural p ersons will b e pai d di vidends through K omerční banka, a.s. whi ch will s en d a N otificat ion of t h e P a ym ent o f P roceed s from S ecurities to all s u ch shareh ol d ers i n the Czech R epubl ic a nd abroad (except the Slovak R ep ublic), t o t h eir address s p ecified in t h e extract from the I s sue R eco rds of the C ompany m a int ai ned b y C en tral s ecurities depository - C ent rální d epositář cenných papírů, a.s. as at 20 A pril D i vidends will b e p aid d uring t he p ayment p eriod at all branches o f Komer ční b a nka, a.s. in cash o r b y bank t r a nsfer to the shareh ol d er's b ank a ccount s ubj ect to t h e present ation of a valid I D ca rd. I f a s hareh older w ho i s a tax r esident of a country other than the Czech R ep ubl ic r eques ts t he a p plica tion of a special withhol di ng tax rate, s u ch shareh ol d er w ill be o bl iged t o present, al ong with hi s/her va lid I D card, a certifica t e of h is/her tax d omici le a nd a d ecl arat ion o f t h e a ctual ow n er. The p a yment p er iod will b e f rom 23 Ma y unt il 31 M a r ch S h areh ol d ers from t h e Sl o va k R ep ublic will b e s en t postal vo u chers. A ll information will b e p rovi d ed at a ll branches of Komerčn í banka, a.s. Shareh olders who a r e l eg al p er sons w ill also b e paid di vi dends t hrough K o merčn í b a nka, a.s. Di vi d en ds will b e p aid b y b ank t ransfer t o t h e shareholder's bank a ccount a fter th e sharehol d er submits all t h e n eces sary document s, incl uding a certificat e o f tax domicile a nd a d eclarat ion of t h e a ctual o wner i f a shareholder w ho is a tax r esident o f a country o ther t han the Czech Republ ic r equests t h e a p plica tion of a speci al w ithhol d ing tax rat e. 3 C ontact per sons at K omerční banka, a.s: T h e contact person i n Kom erční banka, a.s.: V áclav ské n ám ěs tí Praha 1 In g. Monika K opřivová V edoucí C en trum služ eb emitent ům t el : f ax : H ana Bení šková C ent rum služ eb emitent ům t el : f ax : valid votes (connected with shares of the company), were cast, which represents 88.07% share of the capital of the Company. Approval of the Report of the Board of Directors on the Company s business activities FOR ABSTAINED Approval of the 2011 ordinary financial statements FOR ABSTAINED Approval of the 2011 ordinary consolidated financial statements FOR ABSTAINED Approval of the proposal for the distribution of profit for 2011, including the amounts and method of payment of dividends FOR AGAINST ABSTAINED 3. Point 6 of the agenda of the General Election o f Memb ers of th e B oard of Di rectors, Memb ers of th e Supervi sory Board and th e a ppro val of t he a g r eemen t s on p erforma nce of th e o f f i ce of th e me mb ers of th e B o a rd of D i rectors and th e memb ers of th e Supervisory Board : 3.1 T h e General M eeting elect ed the fo l lowing p ersons as m em b ers o f t h e Board of Di r ect ors of t he C om pany: valid votes (connected with shares of the company), were cast, which represents 88.09% share of the capital of the Company. András Tövisi, born on 14 April 1967, residing at 1112 Budapest, Gulyás 4, Hungary; Election of András Tövisi as member of the Board of Directors FOR AGAINST ABSTAINED Andreas Gronemann, born on 18 October 1969, residing in Berlin, Kniephofstr. 53, Federal Republic of Germany; Election of Andreas Gronemann as member of the Board of Directors FOR AGAINST ABSTAINED Stanislava Juríková, born on 12 December 1973, residing in Bratislava 2, Jelačičova 24, the Slovak Republic; Election of Stanislava Juríková as member of the Board of Directors FOR AGAINST ABSTAINED Andrea Gontkovičová, born on 6 July 1973, residing in Bratislava, Suchá 13, the Slovak Republic; Election of Andrea Gontkovičová as member of the Board of Directors FOR AGAINST ABSTAINED Igor Potočár, born on 31 May 1967, residing in Bratislava, Ružinov, Rovníková 3250/12, the Slovak Republic; and Election of Igor Potočár as member of the Board of Directors FOR AGAINST ABSTAINED Richard Nič, born on 7 November 1973, residing in Bratislava, Kpt. Rašu 3, Postal Code , the Slovak Republic; Election of Richard Nič as member of the Board of Directors FOR AGAINST ABSTAINED T h e G en eral M eet ing elect ed the f ollowing p ers ons as m em b ers of the S uperv isor y Board of t he C om pany: valid votes (connected with shares of the company), were cast, which represents 88.09% share of the capital of the Company. Daniel Fahrny, born on 23 April 1957, residing in Chemin de la Plantaz 17, 1225 Ecublens, the Swiss Confederation; 6 Election of Daniel Fahrny as member of the Supervisory Board FOR AGAINST ABSTAINED Paul Maas, born on 12 May 1961, residing in Chemin des Melampyres 24, Jongny, the Swiss Confederation; Election of Paul Maas as member of the Supervisory Board FOR AGAINST ABSTAINED Vasileios Nomikos, born on 6 March 1969, residing at Chiou 17, Glyfada, Athens, the Hellenic Republic; and Election of Vasileios Nomikos as member of the Supervisory Board FOR AGAINST ABSTAINED Prof. Ing. Jiří Davídek, born on 23 April 1932, residing in Prague 4, Obrovského 317, Postal Code: , the Czech Republic. Election of Jiří Davídek as member of the Supervisory Board FOR AGAINST ABSTAINED Note: During the elections held from 1 2 to 1 6 M arch the emplo yees o f t h e C om pany elected P et r Bubení ček, born on 30 O ctober 1961, r esidi n g in K ut n á H o r a, H aví řs k á stezka 1 41, P ostal C ode: , t h e Cz ech Republic and Mich al Š k áb a, b orn o n 16 O ctober 1960, r esidi n g i n N emocn i ční 638/ 18, P r agu e 9 - V ys o čan y, Postal Code , t h e Cz ech R epublic, as members of the Supervisory Board of the Company. 3.3 T h e G en eral M eet ing adopted t h e following r esolutions r egarding t he appro v al of t he agreements o n perfo r mance of the office o f the m em b ers of the Board of Direct o rs : valid votes (connected with shares of the company), were cast, which represents 88.09% share of the capital of the Company. Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors o f P hilip M o r ris ČR a.s. Mr András Tövisi and P hilip Morris ČR a. s. on 19 March 2012 FOR AGAINST ABSTAINED Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors o f Phi lip M o rris Č R a. s. M r Andreas Gronemann and P hilip M o r ris ČR a.s. on 19 March 2012 FOR AGAINST ABSTAINED Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors o f Phi lip M o rris ČR a. s. M r s Stanislava Juríková and P hi lip M o r ris ČR a.s. on 19 March FOR AGAINST ABSTAINED Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors o f Phi lip M orris ČR a. s. Mrs Andrea Gontkovičová and P hilip M o r ris ČR a.s. on 19 March 2012 FOR AGAINST ABSTAINED Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors of P hilip M o r ris ČR a. s. M r Igor Potočár and Philip Morris ČR a.s. on 19 March 2012 FOR AGAINST ABSTAINED Board o f Di r ect o rs co n cl uded between t h e member o f the Board of D i r ectors o f Philip M o r ri s ČR a.s. M r Richard Nič and P h ilip Morri s ČR a.s. on 19 March 2012 FOR AGAINST ABSTAINED 3.4 T h e G en eral M eet ing adopted t h e following r esolutions r egarding t he appro v al of t he agreements o n perfo r mance of the office o f the m em b ers of the Supervisory Board : valid votes (connected with shares of the company), were cast, which represents 88.09% share of the capital of the Company. S uperv isor y Board concluded b et w een t h e member o f the S uperv is o r y Board o f P hi lip Morri s ČR a.s. M r Daniel Fahrny and P hilip Morris ČR a.s. on 23 March 2012 FOR ABSTAINED S uperv isor y Board concluded b et w een t h e member o f the S uperv isory Board o f P hilip Morri s ČR a.s. M r Paul Maas and Phi lip M o r ris ČR a.s. on 23 March 2012 FOR ABSTAINED S uperv is or y Board concluded b et w een t h e member o f the S uperv isory Board of Phi lip Morri s ČR a.s. M r Vasileios Nomikos and P hilip Morris ČR a. s. on 23 March 2012 FOR AGAINST ABSTAINED S uperv isor y Board concluded b et w een t h e member o f the S uperv isory Board of Phi lip M o r ris ČR a. s. Mr Prof. Ing. Jiří Davídek and P hilip M o r ris ČR a.s. on 23 March 2012 FOR AGAINST ABSTAINED S uperv isor y Board concluded b et w een t h e member o f the S uperv isory Board o f P hilip Morri s ČR a.s. M r Petr Bubeníček and P h ilip Morri s ČR a.s. on 23 March 2012 FOR ABSTAINED S uperv isor y Board concluded b et w een t h e member o f the S uperv isory Board of Philip Morri s ČR a.s. M r Michal Škába and Philip Morris ČR a.s. on 23 March 2012 FOR ABSTAINED Point 7 of the agenda of the General Election of Members of the Audit Committee, and th e appro val of t h e a g reements on p erforma nce of th e office of the memb ers of the Audit Co mmi t t ee 4.1 T h e G en eral M eeting elect ed t he f ollowing indi vidual s as m embers of t h e Au dit C ommittee: valid votes (connected with shares of the company), were cast, which represents 88.09% share of the capital of the Company. 11 Johannis van Capelleveen, born on 10 December 1965, residing in Roztoky u Prahy, Plzeňská 388, Postal Code: , the Czech Republic; Election of Johannis van Capelleveen as member of the Audit Committee FOR AGAINST ABSTAINED Daniel Fahrny, born on 23 April 1957, residing in Chemin de la Plantaz 17, 1225 Ecublens, the Swiss Confederation; Election of Daniel Fahrny as member of the Audit Committee FOR AGAINST ABSTAINED Vasileios Nomikos, born on 6 March 1969, residing at Chiou 17, Glyfada, Athens, the Hellenic Republic. Election of Vasileios Nomikos as member of the Audit Committee FOR AGAINST ABSTAINED T h e G eneral M eeting adopt ed the following r esol ution r egarding the appro v al o f the agreements on p erfo r mance o f the office o f the m em b ers of the Audit Committee: valid votes (connected with shares of the company), were cast, which represents 88.08% share of the capital of the Company. A u dit C om mittee concluded b et ween t h e m em b er o f t h e A udit C ommittee o f P hilip Morris ČR a.s. M r Johannis van Capelleveen and P hilip Morri s Č R a. s. on 23 March FOR AGAINST ABSTAINED A u dit C om mittee concluded b et ween t h e m em b er o f t h e A udit C ommittee of Phi lip M orri s ČR a.s. M r Daniel Fahrny an d Philip M orris ČR a. s. on 23 March 2012 FOR AGAINST ABSTAINED A u dit C om mittee concluded b et ween t h e m em b er o f t h e A udit C ommittee o f Phi lip Morri s ČR a.s. M r Vasileios Nomikos and Philip M o r ris ČR a.s. on 23 March 2012 FOR AGAINST ABSTAINED Point 8 of the agenda of the General Appointment of the Company's Auditor T h e G en eral M eet ing appoi nt ed PricewaterhouseCoopers Audit, s.r.o., whose registered office is in Prague 2, Kateřinská 40/466, Postal Code: , the Czech Republic, identification number: , registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 3637, as an auditor of the Company for the 2012 calendar year accounting period valid votes (connected with shares of the company) were cast, which represents 88.08% share of the capital of the Company. 13 Appointment of the auditor of the Company Number of votes % of votes present at the General FOR ABSTAINED In Kutná Hora on 27 April 2012 András Tövisi Chairman of the Board of Directors Philip Morris ČR a.s. Stanislava Juríková Member of the Board of Directors Philip Morris ČR a.s. 14
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