Protocol No. 23 of the next general meeting of the shareholders of the joint-stock company “Ivano-Frankivskcement” (JSC “Ivano-Frankivskcement”)
12.05.2016

12.05.2016

26-th of April 2016.                                                                                         v. Yamnytsya

At the time of the general meeting of the shareholders authorized capital of the company is 133 131 500 Gryvnya and is divided into 1 331 315 ordinary registered shares.

Registration of shareholders and their representatives was held on  26.04.2016.  started from 10.00 o’clock till 10.45 o.clock a.m., based on the list of the shareholders eligible to participate in the general meeting as of 20.04.2016.

To the consolidated record on 26.04.2016 are included 1,452 persons (shareholders).

The total number of shares included into the list of shareholders, entitled to vote at the annual general meeting is      1 297 229 shares, which constitutes 97.44% of the share capital of the Company.

To participate in the meeting were registered 7 shareholders (representatives), who own 1,296,600 pcs. of the ordinary registered shares, representing 97.39% of total ordinary registered shares of the Company.

To participate in the meeting were registered 6 shareholders (representatives), who own 1 296 426 voting shares taken into account when determining the quorum and voting on the agenda, which is 99.94% of the total voting shares (votes of the  shareholders).

Quorum of the general meeting set at the rate of more than 50% of the voting shares of all issues on the agenda, representing 665 659 votes.

With an unanimous decision of the general meeting was approved the protocol of the registration committee.

General Meeting of the shareholders was declared eligible and began its work on 26-th of April 2016 at the House of Culture of the JSC

“Ivano-Frankivskcement” at the address: 77422, v. Yamnytsya, Tysmenytsya district, Ivano-Frankivsk region at 11.00 o’clock with unanimous decision of the shareholders.

Unanimously was approved by the meeting of the shareholders the following agenda:

  1. The election of counting commission of the General Meeting of Shareholders of the Company and approving of the procedure of the General Meeting.
  2. Report of the Board on the results of financial and economic activity in 2015, the definition of the main activities of the Company in 2016 and a decision on the consideration of the report.
  3. Report of the Supervisory Board of the Company for 2015 and the decision on the consideration of the report.
  4. Report about the Audit Committee for 2015, a decision on the consideration of this report and approved the findings of the Audit Committee of the Company.
  5. Approval of the annual report of the Company for 2015.
  6. Determining of the allocation of profits (losses) of the Company by the results of 2015.
  7. About the approval of the committed in 2015 and significant transactions prior consent to commit a significant transaction that can be committed by the Company in 2016.
  8. The withdrawal of the Supervisory Board.
  9. Election of the members of the Supervisory Board of the Company.
  10. Amending to the charter of the Company and approval of new wording of the Articles of the Company. Approval of the authorized person to sign the new edition of its statute and carrying out of its state registration.

Working bodies approved by the general meeting of the Supervisory Board of JSC “Ivano-Frankivskcement» No.86 / 1 from 23.02.2016.  in the following membership:

Head of the meeting – Skrypiuk Bogdan Fedorovych.

Secretary of the meeting – Derkach Mykola Vasyliovych.

 

  1. The election of counting commission of the General Meeting of Shareholders of the Company and approving of the procedure of the General Meeting.

 

      They have heard:

Head of the meeting – Skrypiuk B. F, who suggested to elect to the counting commission of the general meeting shareholders in the amount of 3 persons: Blahyi Andrii Mykhailovych, Bilous Svitlana Victorivna, Bandura Bogdan Dmytrovych. To approve the following regulations of the Meeting of Shareholders: for the reports on the first question and from the third to tenth – up to 5 minute, on the second question – to 20 min., for speeches, questions – to 3 minutes and the voting procedure, vote to hold according to the  principle of “one share – one vote “with a nominal bulletin №1 by counting the votes” for “,” against “,” abstention “and bulletin №2 cumulative voting for the election of supervisory board members.

       It was decided:

To elect into the counting commission of the general meeting of shareholders 3 persons: Blahyi Andrii Mykhailovych, Bilous Svitlana Victorivna, Bandura Bogdan Dmytrovych. To approve the following Regulations of the Meeting of Shareholders, to reports: On the first question and the third to tenth – up to 5 minutes. On the second question – to 20 min. For speeches, questions – to 3 minutes and the voting procedure, vote to hold the principle of “one share – one vote “with a nominal bulletin №1 by counting the votes” for “,” against “,” abstention “and bulletin No. 2 cumulative voting for the election of supervisory board members.

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

 

  1. Report of the Board on the results of financial and economic activity in 2015, the definition of the main activities of the Company in 2016 and a decision on the consideration of the report.

They have heard:

The Chairman Kruts М. F.  with the report of the Board about economic and financial activity in 2015 and the main activities of the Company in 2016.

         It was decided:

To approve the report of the Board about economic and financial activity in 2015 and the main activities of the Company in 2016.

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

 

 

  1. Report of the Supervisory Board of the Company for 2015 and the decision on the consideration of the report.

They have heard:

Member of the Supervisory Board Skrypiuk B. F., who read the report of the Supervisory Board for 2015

         It was decided:

To approve the report of the Supervisory Board for 2015

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. Report about the Audit Committee for 2015, a decision on the consideration of this report and approved the findings of the Audit Committee of the Company.

     They have heard:

     Head of the Audit Committee Derkach M.V  with the report of the Audit Committee about the work in 2015. and conclusions of the Audit Committee on the annual report and balance sheet for 2015.

It was decided:

To approve Audit Commission Report on the work and conclusions concerning the annual report and balance sheet of the company for 2015.

It was voted:

         For this decision voted 1,296,544 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. Approval of the annual report of the Company for 2015.

         They have heard:

Chief Accountant M.I.Gorodetsky  who informed the shareholders of the Company about the major balance sheet of the Company for 2015 and about the annual financial report of the Company for 2015.

          It was decided:

To approve the annual report and balance sheet of the company for 2015.

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. Determining of the allocation of profits (losses) of the Company by the results of 2015.

                They have heard:

Chief accountant  M.I.Gorodetsky   on the procedure of the distribution of profits.

                It was decided:

Because of the absence of the profit for 2015  profits must not be distributed.

 

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. About the approval of the committed in 2015 and significant transactions prior consent to commit a significant transaction that can be committed by the Company in 2016.

   They have heard:

Lawyer of the Company Vorobets V. Y., who said that according to the Law of Ukraine “On Joint Stock Companies”, if the date of the general meeting can not determine that significant transactions will be done by the company in the course of commercial activity, the general meeting may decide on preliminary approval of significant transactions that may be committed by the Company for not more than one year from the date of such decision, indicating the nature of the transactions and their total marginal cost.

It was decided:

а) To approve the following contracts, concluded between the JSC “Ivano-Frankivskcement” and the JSC “Ukreximbank”

 

1            General agreement No. 5405N2, dated 27-th of December 2005.

2             The loan agreement No. 151113K9 on 06.08.2013.

3             The loan agreement No.151113К12/EEP-05-EXIM, dated 14.08.2013.

4             The loan agreement No. 151113К15, dated 15.08.2013.

5             The loan agreement No. 151113К16, dated 22.08.2013.

6             The loan agreement No.5414К9/SL-54-EXIM, dated 12.05.2014.

7             The loan agreement No. 5414К10, dated 18.06.2014.

8             The loan agreement No.5414К20, dated 19.11.2014.

9             The loan agreement No.5414К23/SL-71-EXIM, dated 29.12.2014.

10          The pledge agreement No.5406Z101, dated 17.08.2006.

11          The pledge agreement №5407Z27, dated 28.04.2007.

12         Mortgage contract No. 5408Z17, dated 18.04.2008.

13          The pledge agreement No.5408Z18, dated 18.04.2008.

14          The pledge agreement №5408Z68, dated 23.12.2008.

15          The pledge agreement No. 5409Z7, dated 27.02.2009.

16          The pledge agreement No. 5410Z19, dated 30.09.2010.

17          The pledge agreement No. 5412Z11, dated 03.08.2012.

18          The pledge agreement No. №5414Z1, dated 28.02.2014.

19          The pledge agreement No. 5414Z2, dated 28.02.2014.

20          The pledge agreement No. 5414Z3, dated 06.03.2014.

21          The pledge agreement No. 5414Z6, dated 30.04.2014.

 

  1. b) To give prior consent to commit significant transactions by the Company within one year of the date of this decision, if the market value of property or services that are subject to significant transaction exceeds 25% of the assets according to the latest annual financial statements and transactions that will be done by the separate decision of the Board including, but not ruled loan agreements, general agreements, pledge agreements, mortgage agreements, contracts and general agreements on operations of discounting, backing, collecting, domiciliation of bills, contracts of guarantee, contracts for guarantees, factoring contract (including agreements on amendments and additions to contracts, agreements, contracts, including, in particular, but it is possible to increase the limit and extension of the agreement №5405N2 from 27.12.2005, treaties amending the existing treaties mortgage / pledge signed with the JSC “Ukreximbank”), each of which will not exceed 10 000 000 000.00 (ten billion Hryvnias).

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. The withdrawal of the Supervisory Board.

                They have heard:

Lawyer of the Company Vorobets V. Y, which reported the need for the decision to recall members of the Supervisory Board due to expiration the term of office.      .

                It was decided:

To revoke upon the expiration of the term of office of members of the supervisory board, namely: Kruts Galyna Fedorivna, Skrypiuk Bogdan Fedorovych, Liyutyi Vasyl Ivanovych, Vorobets Volodymyr Yaroslavovych.

It was voted:

         For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

  1. Election of the members of the Supervisory Board of the Company.

                They have heard:

Lawyer of the Company Vorobets V. Y.,who introduced the proposed candidates to membership of the Supervisory Board of the Company

                It was decided:

To elect members of the Supervisory Board for a period of 1 year: Kruts Galyna Fedorivna, Skrypiuk Bogdan Fedorovych, Liyutyi Vasyl Ivanovych, Vorobets Volodymyr Yaroslavovych.

It voted on the basis of cumulative voting:

      For Kruts Galyna Fedorivna 1,308,933 votes

      For Liytyi Vasyl Ivanovych 1,292,473 votes.

      For Skrypiuk Bogdan Fedorovych 1 292473 votes

      For Vorobets Volodymyr Yaroslavovych 1 291 825 votes

  The decision was taken.

 

  1. Amending to the charter of the Company and approval of new wording of the Articles of the Company. Approval of the authorized person to sign the new edition of its statute and carrying out of its state registration.

 

   They have heard:

Lawyer of the Company Vorobets V. Y, who informed the shareholders about the need to bring the statute of the Company in accordance with the Law of Ukraine “On Joint Stock Companies” and proposed to approve the new version of the statute of the JSC “Ivano-Frankivskcement”.

   It was decided:

To amend the company’s statute  to bring the activities of the Company in accordance with the Law of Ukraine “On Joint Stock Companies” and to approve the statute of the JSC “Ivano-Frankivskcement”.in the new edition. To authorize the Chairman of the Board Kruts Mykola Fedorovych to sign the statute of the JSC “Ivano-Frankivskcement” in the new version and to implement its state registration.

 

It was voted:

For this decision voted 1,296,426 votes, representing 100% of the registered shareholders, entitled to vote at the annual general meeting of the shareholders of the Company, “against” – 0 votes (0%), “abstained” -0 votes (0%) did not vote – 0 votes (0%).

  The decision was taken.

 

 

 

Head of the meeting                      ___________________                      Skrypiuk B.F.   

 

Secretary of the meeting                    ___________________                       Derkach  М.V.

 

Chairman                 ___________________                        Кruts М. F.