Minutes of Meeting on Voting at Annual General Meeting of Shareholders of Public Joint-Stock Company Ivano-Frankivskcement
12.05.2016

12.05.2016
Date of meeting: 26 April 2016
Place of meeting: v. Yamnytsia, Tysmenytsia district

Present members of the counting board:
1. Mr. Andrii Blahyi
2. Mr. Bohdan Bandura
3. Mrs. Svitlana Bilous

Heard:
Summary of voting regarding items on the agenda of ordinary general meeting of shareholders of public joint-stock company Ivano-Frankivskcement

List of items on which the decision was made at the general meeting:
1. Election of the counting board of company shareholders’ general meeting and approval of time limit for general meeting.
2. Report of the managing board on the summary of financial and operating activities in year 2015, determination of main directions of company work in 2016 and decision-making on the aftermath of report consideration.
3. Report of company supervisory board for the year 2015 and decision-making on the aftermath of its consideration.
4. Report on the work of auditing committee in 2015, decision-making on the aftermath of its consideration and approval of conclusions of company auditing committee.
5. Approval of company annual report for year 2015.
6. Determination of the procedure of company profit distribution (recovery of losses) based on the overall results of work in 2015.
7. Approval of significant deeds committed in 2015 and preliminary consent to making significant deeds that can be carried out by the company in 2016.
8. Withdrawal of company supervisory board members.
9. Election of company supervisory board members.
10. Amendment of the company charter and approval of new revision of the company charter. Approval of the authorized person for signing the restated charter and for carrying out its governmental registration.

At the ordinary general meeting of shareholders of JSC Ivano-Frankivskcement, there are registered shareholders and their representatives who in total own 1 296 426 shares.
For all of the issues on the agenda, the open voting was held by way of filling in personalized proxy forms after the consideration of issues on the agenda.
Vote counting was implemented using personalized proxy form No. 1 by way of counting votes “for”, “against”, “abstain” and using personalized proxy form No. 2 for cumulative voting.
Registration committee issued 8 pcs. of proxy form No. 1 for voting and 8 pcs. of proxy form No. 2 for cumulative voting.
After voting was finished, 16 proxy forms were passed to the counting committee.

Results of voting on issue No. 1
Draft decision:
To elect to the counting committee of general meeting of shareholders the following three persons: Mr. Andrii Blahyi, Mrs. Svitlana Bilous, Mr. Bohdan Bandura. To approve the following time limit for the meeting of shareholders: for reports: on the first issues and on the issues from the third one to the tenth one – up to 5 minutes, on the second issue – up to 20 minutes, for the questions – up to 3 minutes, and the procedure of voting should be the following: voting must be carried out using “one share – one vote” principle using personalized proxy form No. 1 by way of counting votes “for”, “against”, “abstain” and using personalized proxy form No. 2 for cumulative voting on the issue of electing members of the supervisory board.

Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 2
Draft decision:
To approve the report of the managing board on financial and operating activities in year 2015 and the main directions of company work in 2016.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 3
Draft decision:
To approve the report of supervisory board for the year 2015.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 4
Draft decision:
To approve the report of auditing committee on its work and conclusions regarding the annual report and company balance sheet for the year 2015.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 5
Draft decision:
To approve company’s annual report and balance sheet for the year 2015.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 6
Draft decision:
Due to absence of profit in 2015, profit distribution should not be made.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 7
Draft decision:
a) To approve concluded contracts between JSC Ivano-Frankivskcement and JSC Ukreximbank which are mentioned below:

1 General agreement No. 5405N2 dated 27 December 2005
2 Credit contract No.151113К9 dated 06.08.2013
3 Credit contract No.151113К12/EEP-05-EXIM dated 14.08.2013
4 Credit contract No.151113К15 dated 15.08.2013
5 Credit contract No.151113К16 dated 22.08.2013
6 Credit contract No.5414К9/SL-54-EXIM dated 12.05.2014
7 Credit contract No.5414К10 dated 18.06.2014
8 Credit contract No.5414К20 dated 19.11.2014
9 Credit contract No.5414К23/SL-71-EXIM dated 29.12.2014
10 Pledge agreement No.5406Z101 dated 17.08.2006
11 Pledge agreement No.5407Z27 dated 28.04.2007
12 Mortgage contract No.5408Z17 dated 18.04.2008
13 Pledge agreement No.5408Z18 dated 18.04.2008
14 Pledge agreement No.5408Z68 dated 23.12.2008
15 Pledge agreement No.5409Z7 dated 27.02.2009
16 Pledge agreement No.5410Z19 dated 30.09.2010
17 Pledge agreement No.5412Z11 dated 03.08.2012
18 Pledge agreement No.5414Z1 dated 28.02.2014
19 Pledge agreement No.5414Z2 dated 28.02.2014
20 Pledge agreement No.5414Z3 dated 06.03.2014
21 Mortgage contract No.5414Z6 dated 30.04.2014
b) To grant a preliminary approval for committing significant deeds by the company within one year upon the date of making this decision if the market value of property or services that are the subject of a significant deed exceeds 25% of the value of assets according to the information from the last annual financial accounts and records, as well as carrying out significant deeds that will be committed due to a separate resolution of the supervisory board, namely – but not limited to – credit contracts, general agreements, pledge agreements, mortgage contracts, contracts and general agreements on conducting the operations of taking into account, avalization, encashment, domiciliation of bills, suretyship agreements, guarantee agreements, factoring agreements (including among others amendment agreements for amending or supplementing contracts, agreements, namely regarding – but not limited to – limit increase and prolongation of validity of the general agreement No. 5405N2 dated 27.12.2005, agreements for amending valid mortgage/pledge agreements concluded with JSC Ukreximbank), if the value of each of them does not exceed 10,000,000,000.00 (ten billion) UAH.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 8
Draft decision:
To withdraw all the members of company supervisory board due to expiration of the term of office. Namely, these are: Mrs. Halyna Kruts, Mr. Bohdan Skrypiuk, Mr. Vasyl Liutyi, Mr. Volodymyr Vorobets.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Results of voting on issue No. 9
Draft decision:
To elect the following persons to be members of company supervisory board during one-year term: Mrs. Halyna Kruts, Mr. Bohdan Skrypiuk, Mr. Vasyl Liutyi, Mr. Volodymyr Vorobets.
According to the results of cumulative voting, there were the following votes:
For Mrs. Halyna Kruts – 1,308,933 votes
For Mr. Vasyl Liutyi – 1,292,473 votes
For Mr. Bohdan Skrypiuk – 1,292,473 votes
For Mr. Volodymyr Vorobets – 1,291,825 votes
Results of voting: decision made.

Results of voting on issue No. 10
Draft decision:
To amend the company charter in order to make company activity consistent with the law of Ukraine “On joint-stock companies” and to approve the charter of JSC Ivano-Frankivskcement in the new revision. To authorize the Chairman, Mr. Mykola Kruts, to sign the restated charter of JSC Ivano-Frankivskcement and to carry out its governmental registration.
Voted:
1 296 426 votes were obtained for this decision which constitutes 100% of registered shareholders who have the right to vote in the annual general meeting of company shareholders; “against” – 0 votes (0%), “abstain” – 0 votes (0%), not voted – 0 votes (0%).
Results of voting: decision made.

Signatures of the members of the counting board:

1. _________________ Andrii Blahyi

2. _________________ Bohdan Bandura

3. _________________ Svitlana Bilous