Announcement.

AMBRA SA (3/2018) Convening the Ordinary General Meeting

I. On the basis of § 19 para. 1 point 1 of the Regulation of the Minister of Finance dated March 29, 2018 regarding current and periodic information provided by issuers of securities and conditions for recognizing information required by law of a non-member country as equivalent (consolidated text .: Journal of Laws of 2018, item 757), in connection with art. 4021-2 of the Code of Commercial Companies, and pursuant to art. 399 § 1 of the Code of Commercial Companies and § 5 point III.2 of the Statute of Ambra S.A. [also referred to as the "Company"], the Management Board of the Company announces that it convenes for October 10, 2018 at 10:00 am, at the registered office of the Company at ul. Puławska 336 in Warsaw, the Ordinary General Meeting of Ambra S.A. with the following agenda:
1. Opening of the meeting.
2. Adoption of a resolution regarding the election of the Chairman of the Ordinary General Meeting.
3. Confirmation of the correctness of convening and the ability of the General Meeting to adopt resolutions.
4. Adoption of a resolution regarding the adoption of the agenda of the Ordinary General Meeting.
5. Adoption of resolutions regarding the election of the Returning Committee. 6. Adoption of a resolution regarding the approval of the Management Board's report on the operations of the Company and the AMBRA S.A. Capital Group. for the business year 2017/2018. 7. Adoption of a resolution regarding the approval of the Supervisory Board report on the activities of the Supervisory Board and the results of the evaluation of the Management Board's report on the operations of the Company and the Ambra SA Capital Group. for the financial year 2017/2018, financial statements of the Company and the Ambra SA Capital Group. for the business year 2017/2018 and the Management Board's motion regarding the distribution of net profit. 8. Adoption of a resolution regarding the approval of the unit financial report of Ambra S.A. for the business year 2017/2018. 9. Adoption of a resolution regarding the approval of the consolidated financial statements of the Ambra SA Capital Group. for the business year 2017/2018.
10. Adoption of a resolution regarding the distribution of the Company's net profit for the business year 2017/2018.
11. Adoption of resolutions on discharging members of the Management Board from the performance of their duties in the financial year 2017/2018.
12. Adoption of resolutions on discharging members of the Supervisory Board from the performance of their duties in the financial year 2017/2018.
13. Adoption of a resolution regarding the consent to the sale of an organized part of the AMBRA companyARE. to a subsidiary.
14. Any other business.
15. Closing the meeting.
II. A shareholder or shareholders representing at least 1/20 of the share capital have the right to request placing certain matters on the agenda of the Ordinary General Meeting of Ambra S.A. This request, including a justification or a draft resolution regarding the proposed item of the agenda, should be submitted to the Management Board of Ambra S.A. no later than 21 days before the date of the Ordinary General Meeting, ie until 19/09/2018. The request should be submitted in electronic form to the dedicated e-mail address of the Company, [email protected]
III. A Shareholder or Shareholders representing at least 1/20 of the share capital may before the date of the Ordinary General Meeting submit draft resolutions regarding matters included in the agenda of the Ordinary General Meeting or matters to be included in the agenda. This application should be submitted in electronic form to the dedicated e-mail address of the Company, [email protected]
IV. Each Shareholder may submit draft resolutions regarding matters included in the agenda during the Ordinary General Meeting.
V. A shareholder who is a natural person may participate in the Ordinary General Meeting of Ambra S.A. and exercise the right to vote in person or through a Proxy. A shareholder who is not a natural person may participate in the Ordinary General Meeting and exercise the voting right through a person authorized to make declarations of will on its behalf or through a Proxy. The power of attorney should be made, in pain of nullity, in writing and attached to the minutes of the Ordinary General Meeting or granted in electronic form. The Company, from the date of publication of this announcement on the website www.ambra.com.pl, provides a form with a specimen power of attorney for downloading. The information on granting the power of attorney should also include the scope of the power of attorney by indicating the number of shares from which the voting right will be exercised and the date and name of the general meeting of Ambra S.A., on which these rights will be exercised. Along with the notification of granting the power of attorney in electronic form to the dedicated e-mail address of the Company, [email protected], a scanned document of the power of attorney bearing a readable and legible document should be sent.with personal signature of the Principal, a scan of ID card, passport or other document allowing identification of the Principal, as well as scans of documents allowing identification of the Proxy appointed by the Shareholder, including a natural person acting as a Proxy who is a legal person or an organizational unit referred to in art. 331 of the Civil Code. If the power of attorney is granted by a legal person or an organizational unit referred to in art. 331 of the Civil Code, a scan of a copy from the register in which the principal is registered should be sent. In the case where the Proxy is a legal person or an organizational unit referred to in art. 331 of the Civil Code, a scan of a copy from the register in which the Proxy is registered should be sent.
VI. In situations referred to in items II, III and V of this notice, documents sent in an foreign language sent electronically should be translated into Polish by a sworn translator. At the same time, we would like to inform you that the Management Board of Ambra S.A. is entitled to request official certification of documents made in a foreign language from the Shareholder. All documents referred to above should be sent in PDF format. At the same time we would like to inform you that the Management Board of Ambra S.A. may take appropriate actions to identify you as a Shareholder in order to verify your rights exercised using electronic means of communication. In particular, this verification may consist of a return question asked in electronic form or by telephone contact to confirm the identity of the Shareholder and / or Proxy and confirm the fact of granting the power of attorney and its scope. Lack of answering questions during verification will be treated as the lack of possibility to verify the power of attorney and will be the basis for refusing to allow the Proxy to participate in the Ordinary General Meeting.
VII. If you use the above communication channel, please provide an e-mail address by which the Company will be able to communicate with you as a Shareholder and / or Proxy.
VIII. The right to represent a Shareholder who is not a natural person should be based on the list provided when drawing up the listthe presence of a copy of the relevant register, filed in the original or a copy certified as a true copy by the notary, or a sequence of proxies. A person or persons granting a power of attorney on behalf of a Shareholder who is not a natural person should be shown in a current excerpt from the relevant register.
IX. The Management Board of Ambra S.A. does not provide for the possibility to participate, exercise the right to vote and make statements during the meeting by means of electronic communication. The Management Board will provide transmission of the session of the Ordinary General Meeting in real time. Detailed information on the broadcast of the meeting will be provided on the website www.ambra.com.pl at a later date, before the date of the General Meeting.
X. Regulations of the General Meeting of Ambra S.A. does not provide for the exercise of voting rights by correspondence.
XI. The day of registration of participation in the Ordinary General Meeting falls on 24/09/2018. ("record date"). Only persons who are Shareholders of the Company on the registration date of participation in the Ordinary General Meeting have the right to participate in the Ordinary General Meeting.
XII. At the request of an authorized share-holder Ambra S.A. submitted not earlier than after the announcement of convening the Ordinary General Meeting, i.e. not earlier than on September 14, 2018. and no later than the first weekday after the record date, i.e. no later than on 25/09/2018, the entity maintaining the securities account issues a registered certificate on the right to participate in the Ordinary General Meeting of Ambra S.A.
XIII. The list of Shareholders entitled to participate in the Ordinary General Meeting will be available on weekdays at the registered office of the Company in Warsaw at ul. Puławska 336 starting from 05/10/2018. in hours 09.00 - 17.00. A shareholder may request that the List of Shareholders entitled to participate in the Ordinary General Meeting be sent to him free of charge via e-mail, providing his own e-mail address to which the list should be sent. The request should be submitted in electronic form to the dedicated e-mail address of the Company, [email protected]
XIV. Below are the draft resolutions prepared by the Management Board, the adoption of which provides for the agenda of the Ordinary GeneralMeeting:
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the election of the Chairman of the Ordinary General Meeting of Shareholders
§1
Acting pursuant to art. 393 and in accordance with art. 409 § 1 of the Code of Commercial Companies, the Ordinary General Meeting decides:
Elect the Chair of the Ordinary General Meeting of Ms / Ms [___].
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the adoption of the agenda of the Ordinary General Meeting of Shareholders.
§1
Acting pursuant to art. 393 and in accordance with art. 404 of the Code of Commercial Companies, the Ordinary General Meeting decides:
Adoption of the agenda of the Ordinary General Meeting in the wording contained in the Current Report No. [_____] of [____] and published on the company's website www.ambra.com.pl.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
dated 10 October 2018.
regarding the election of the Returning Committee
§1
Acting pursuant to art. 393 and in accordance with art. 410 § 2 of the Code of Commercial Companies, the Ordinary General Meeting decides:
Call to the Returning Committee Ms / Ms [___].
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the approval of the Management Board's report on the operations of the Company and the AMBRA S.A. Capital Group. for the financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 1 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting after consideration of the Management Board's report on the operations of the Company and the AMBRA S.A. Capital Group. for the financial year 2017/2018 and after reading the resolution of the Supervisory Board, decides:
Approve the Management Board's report on the operations of the Company and the AMBRA S.A. Capital Group. for the business year 2017/2018.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the approval of the Supervisory Board report fromactivities of the Supervisory Board and the results of the evaluation of the Management Board's report on the operations of the Company and the Ambra SA Capital Group. for the financial year 2017/2018,
of the financial statements of the Company and the Ambra SA Capital Group.
for the business year 2017/2018 and the Management Board's motion regarding the distribution of net profit
§1
Acting pursuant to art. 393 and in accordance with art. 382 § 3 of the Code of Commercial Companies, the Ordinary General Meeting after consideration of the Supervisory Board's report regarding the situation of the Company and the Ambra SA Capital Group. for the financial year 2017/2018 decides:
Approve the Supervisory Board Report on the activities of the Supervisory Board and the results of the evaluation of the Management Board's report on the operations of the Company and the Ambra SA Capital Group. for the financial year 2017/2018, financial statements of the Company and the Ambra SA Capital Group. for the business year 2017/2018 and the Management Board's motion regarding the distribution of net profit.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the approval of the unit financial report of Ambra S.A. for the financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 1 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Company's Articles of Association The Ordinary General Meeting after consideration of the Company's separate financial report for 2017/2018 presented by the Management Board and after reading the resolution of the Supervisory Board, decides:
Approve the separate financial statements of Ambra S.A. for the business year 2017/2018, which consists of:
- additional information on the adopted accounting principles;
- statement of financial position prepared as at June 30, 2018, which accounts for PLN 298,424,000 on the side of assets and liabilities. PLN (say: two hundred and ninety-eight million, four hundred and twenty-four thousand zlotys);
- the profit and loss account for the financial year from July 1, 2017 to June 30, 2018, showing a net profit of PLN 24 114 thousand. zlotys (in words: twenty-four million one hundred and fourteen thousand zlotys);
- statement of comprehensive income for the financial year from July 1, 2017 to June 30, 2018 showing total income of PLN 24,114 thousand PLN (say: twenty-four million one hundred and fourteen zlotys)thousands of zlotys);
- statement of changes in equity for the financial year from July 1, 2017 to June 30, 2018 showing an increase in equity of PLN 8,990 thousand. PLN (say: eight million nine hundred and ninety thousand zlotys);
- statement of cash flows for the financial year from July 1, 2017 to June 30, 2018 showing positive cash flows in the amount of PLN 9,345,000. PLN (say: nine million, three hundred and forty-five thousand zlotys);
- and additional information and explanations.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the approval of the consolidated financial statements of the Ambra SA Capital Group. for the financial year 2017/2018
§1
Acting pursuant to art. 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting after consideration of the consolidated financial statements of the Ambra SA Capital Group presented by the Management Board. for 2017/2018 and after hearing the resolution of the Supervisory Board, decides:
Approve the consolidated financial statements of the Ambra SA Capital Group. for the business year 2017/2018, which consists of:
- additional information on the adopted accounting principles;
- consolidated statement of financial position prepared as at June 30, 2018, which accounts for PLN 450,609 thousand on the side of assets and liabilities. PLN (say: four hundred and fifty million, six hundred and nine thousand zlotys);
- consolidated profit and loss account for the financial year from July 1, 2017 to June 30, 2018 showing a net profit of PLN 41 889 thousand PLN (say: forty one million, eight hundred and eighty-nine thousand zlotys), including net profit attributable to equity holders of the parent company in the amount of PLN 32,239,000; PLN (say: thirty two million two hundred and thirty nine thousand zlotys);
- consolidated statement of comprehensive income for the period from July 1, 2017 to June 30, 2018 showing total income of PLN 43,024 thousand. PLN (say: forty-three million, twenty-four thousand zlotys), including the total income attributable to the shareholders of the parent company in the amount of PLN 33,088 thousand PLN (in words:thirty-three million eighty-eight thousand zlotys);
- statement of changes in consolidated equity for the financial year from July 1, 2017 to June 30, 2018 showing an increase in equity by PLN 21,491 thousand. PLN (say: twenty one million, four hundred and ninety-one thousand zlotys), including an increase in equity attributable to equity holders of the parent company by PLN 16,903,000 PLN (say: sixteen million nine hundred and three thousand zlotys);
- statement of consolidated cash flows for the financial year from July 1, 2017 to June 30, 2018 showing positive cash flows in the amount of PLN 17,086 thousand. PLN (say: seventeen million eighty-six thousand zlotys);
- and additional and explanatory information.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the distribution of the Company's net profit for the business year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 2 of the Code of Commercial Companies, after considering the position of the Management Board and after hearing the resolution of the Supervisory Board, the Ordinary General Meeting decides:
Distribute the Company's net profit of PLN 24 113 921,43 (in words: twenty four million one hundred and thirteen thousand nine hundred twenty one zlotys and forty-three groszy) achieved in the financial year 2017/2018 in such a way that the amount of PLN 17 140 517.92 (seventeen million, one hundred and forty thousand, five hundred and seventeen zlotys and ninety-two grosze) is allocated for dividend for shareholders in PLN 68 (say: sixty eight) groszy per one share, and the remaining part of the profit in the amount of PLN 6,973,403.51 (six million nine hundred seventy three thousand four hundred three zlotys and fifty one groszy) is allocated to the Company's supplementary capital.
§2
The date of setting the right to dividend is set for October 24, 2018, and the dividend payment date is November 7, 2018.
§3
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
on the awarddischarge for the duties of a Member of the Management Board in the financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Articles of Association of the Company, after reading the resolution of the Supervisory Board, the Ordinary General Meeting decides:
Grant the vote of acceptance to the duties of the President of the Management Board in the financial year 2017/2018 to Mr. Robert Ogór.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of a Member of the Management Board in financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Articles of Association of the Company, after hearing the resolution of the Supervisory Board, the Ordinary General Meeting decides:
Grant a vote of approval for the fulfillment of duties of the Vice-President of the Board in the business year 2017/2018 to Mr. Grzegorz Nowak.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of a Member of the Management Board in financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Articles of Association of the Company, after reading the resolution of the Supervisory Board, the Ordinary General Meeting decides:
Grant the vote of discharge to the duties of the Vice-President of the Management Board in the financial year 2017/2018 to Mr Piotr Kaźmierczak.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of acceptance for the performance of the duties of the Chairman and Member of the Supervisory Board in financial year 2017/2018
by Mr. Nick Günther Reh.
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
Grant a discharge on the performance of Mr. Nick Günther Reh in the financial year 2017/2018 of the duties of the Chairman of the Supervisory Board in the period from 1 July 2017 to 11 October 2017, and dutiesMember of the Supervisory Board of the Company in the period from October 12, 2017 to June 30, 2018.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of discharge for the performance of duties of the Member and Chairman of the Supervisory Board in financial year 2017/2018
by Mr. Oliver Gloden
§ 1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
Grant a discharge on the performance of Mr. Oliver Gloden in the financial year 2017/2018 of the duties of a Member of the Supervisory Board in the period from 1 July 2017 to 11 October 2017 and obligations Chairman of the Supervisory Board of the Company in the period from October 12, 2017 to June 30, 2018.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of the Vice-Chairman of the Supervisory Board in the financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Articles of Association of the Company, the Ordinary General Meeting decides:
To grant a vote of approval for the performance of the duties of the Vice-Chairman of the Supervisory Board in the business year 2017/2018 to Mr Boris Schlimbach.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of a Member of the Supervisory Board in financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
Acknowledgment of the fulfillment of the duties of the Member of the Supervisory Board in the business year 2017/2018 Mr Horst Hillesheim.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of the duties of a Member of the Supervisory Board in the financial year2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
To grant a vote of approval for the fulfillment of the duties of the Member of the Supervisory Board in the business year 2017/2018 to Mr. Wilhelm Max Ludwig Seiler.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of a Member of the Supervisory Board in financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
Acknowledgment of the fulfillment of the duties of the Member of the Supervisory Board in the business year 2017/2018 to Mr Jarosław Szlendak.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of 10 October 2018.
regarding the vote of approval for performance of duties of a Member of the Supervisory Board in financial year 2017/2018
§1
Acting pursuant to art. 395 § 2 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. a) of the Statutes of the Company, the Ordinary General Meeting decides:
To grant a vote of acceptance to the Member of the Supervisory Board in the business year 2017/2018 of Ms Patrycja Piątek.
§2
The resolution comes into force on the day of its adoption.
Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the consent to the sale of an organized part of the enterprise AMBRA S.A.
§1
Acting pursuant to art. 393 points 3 of the Code of Commercial Companies and § 5 points. III para. 1 lit. d) of the Articles of Association of the Company, the Extraordinary General Meeting, after considering the proposal of the Management Board regarding the consent to sell the organized part of the enterprise AMBRA S.A. by contributing it to the share capital of another company belonging to the AMBRA Group, it decides:
to agree to dispose of an organized part of the enterprise AMBRA S.A. described in detail in Appendix No. 1 to this resolution [hereinafter referred to as "ZP AMBRA S.A."] through its contribution in kind to the share capital of the companylimited liability operating within the AMBRA Group, in which AMBRA S.A. will be the only partner in exchange for shares, the total value of which will not be lower than 64,000,000 (say: sixty-four million) zlotys and will correspond to the market value of the AMBRA S.A.
§2
The resolution comes into force on the day of its adoption.
Attachment No. 1 to the Resolution [___] / 2018
of the Ordinary General Meeting of Ambra S.A.
of October 10, 2018.
regarding the consent to the sale of an organized part of the enterprise AMBRA S.A.
An organized part of the company AMBRA S.A. it is organizationally and financially separated in the existing enterprise AMBRA S.A. a set of material and intangible assets of the Company, including liabilities, intended to perform economic tasks in the distribution activity of AMBRA SA, which is prepared to act as an independent enterprise that independently performs tasks in the field of distribution activity, which consists of the following organizational units of AMBRA SA:
 Points of Sale and Modern Sale - sale of alcoholic and non-alcoholic beverages in the distribution channel grocery stores, including key customer service and sales organization (sales representatives),
 Retail Sale - retail sale of alcoholic and non-alcoholic beverages in networks of specialist wine shops operated by AMBRA SA ,
 HoReCa - sale of alcoholic and non-alcoholic beverages in the HoReCa distribution channel (gastronomy), including sales organization (sales representatives),
 Marketing - marketing and sales support in the above-mentioned distribution channels ,
 Purchase of Goods,
 Customer Service and Supply Chain - storage, packaging and organization of transport and
[hereinafter: Organized Enterprise Part of AMBRA SA]
Organized Enterprise Part of AMBRA SA includes in particular the following tangible and intangible assets:
1) fixed assets provided by specialized wine shops, other equipment, car fleet of the above mentioned organizational units,
2) commercial goods (goods purchased from suppliers from around the world, as well as produced byAMBRA S.A production plant - with the exception of products in the production warehouse of AMBRA SA, which remain the property of AMBRA SA until leaving the production plant), packaging in the warehouse, goods constituting promotional / marketing materials,
3) receivables and liabilities related to the Organized Part of AMBRA SA,
4) rights and obligations arising from civil law contracts concluded in connection with the running of the Organized Part of AMBRA SA, such as contracts with suppliers of goods, buyers of goods, etc.,
5) rights and obligations arising from employment contracts concluded with employees assigned to organizational units included in the Organized Part of Enterprise AMBRA SA,
6) rights and obligations arising from contracts for the provision of services concluded with entrepreneurs providing trade representative services.
XV. Justification of draft resolutions to be adopted on the agenda of the Ordinary General Meeting of Ambra SA:
Adoption of resolutions regarding the approval of the reports of the Management Board and Supervisory Board, financial statements, resolutions regarding the allocation of net profit as well as resolutions regarding granting discharge to members of the Management Board and the Supervisory Board The Supervisory Board provides for relevant provisions of the Commercial Companies Code, which constitute the subject of the Ordinary General Meeting. The draft resolutions prepared by the Management Board were positively evaluated by the Supervisory Board in its resolution for the financial year 2017/2018.
The proposal to pay dividends to the shareholders of the Company in the amount of PLN 0.68 (in words: sixty eight groszy) per share is justified by good financial condition of the Company, which allows the Company to continue the policy of increasing the dividend paid while investing in the further development of the Company.
To consent to the sale of an organized part of the company AMBRA S.A. is to enable the separation of the company's holding and distribution functions by transferring distribution activities to another company operating within the AMBRA Group. The above will allow to reduce business and legal risks within the AMBRA Group and to accelerate the development of the AMBRA Group, among others by increasing organizational transparency, increasing the concentration of individual companies on their operations, andenabling more effective allocation of resources within the AMBRA Group.
XVI. The full text of the documentation to be presented to the Ordinary General Meeting of Ambra S.A. together with draft resolutions, possible comments of the Management Board or the Supervisory Board as well as other information regarding the Ordinary General Meeting of Ambra S.A. they are or will be available immediately after their preparation on the Company's website www.ambra.com.pl in the "Investor relations" section.

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:Ambra SA
ISIN:PLAMBRA00013
NIP:918-00-00-755
Adress: ul. Puławska 336 02-819 Warszawa
Phone:+48 22 5663300
website:www.ambra.com.pl

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