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Current report No. 29/2014 dated 1 July 2014. Resolutions adopted at the Annual General Meeting of Shareholders of Global City Holdings N.V. held on 30 June 2014 in Rotterdam.

The Board of Directors of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) announces that the following resolutions were adopted at the Annual General Meeting of the Company’s shareholders held on 30 June 2014 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 hours (CET). The English-language version of the resolutions is the binding version.

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Resolution No. 1 of 30 June 2014

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 3.

 

regarding the adoption of the annual accounts for the financial year 2013 ____________________________________________________________________________

 

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to adopt the annual accounts of the Company for the financial year 2013 in accordance with the accounts included in the Annual Report 2013.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 2 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda items no. 5.

 

regarding the appropriation of the net profit for the financial year 2013.

____________________________________________________________________________

 

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to acknowledge the decision by the Board of Managing Directors to add the profit of the Company for the financial year 2013 in the amount of EUR 21,564,000 to the general reserve and to resolve to declare a dividend at nil for the financial year 2013 in accordance with the proposal of the Board of Managing Directors included in the Annual Report 2013.

 

 

§2

 

This resolution comes into force on the day of its adoption.

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Resolution No. 3 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 6.

 

regarding the ratification of acts and discharge from liability (“décharge”) of the former members of the former Board of Managing Directors for their management tasks during the financial year 2013.

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to ratify all acts of and to grant discharge from liability (“décharge”) to the former members of the Board of Managing Directors for their management tasks during the financial year 2013.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 4 of 30 June 2014

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no.7.

 

regarding the ratification of acts and discharge from liability (“décharge”) of the former members of the former Board of Supervisory Directors for their supervisory tasks during the financial year 2013. ____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to ratify all acts of and to grant discharge from liability (“décharge”) to the former members of the Supervisory Board for their supervisory tasks during the financial year 2013.

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 5 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 9.

 

regarding the authorization of the Board of Directors to appoint the Company’s external auditor for the financial year 2014.

____________________________________________________________________________

§1

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors to appoint the Company’s external auditor for the financial year 2014.

 

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 6 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 10a.

 

regarding the resignation of Messrs. Frank Pierce and Jonathan Chissick as Non-Executive Directors effective 31 March 2014 while granting them ratification of acts and discharge from liability (“décharge”) for their supervisory tasks during the financial year 2014.

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§1

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to accept the resignation of Messrs. Frank Pierce and Jonathan Chissick as Non-Executive Directors effective 31 March 2014 while granting them ratification of acts and discharge from liability (“décharge”) for their supervisory tasks during the financial year 2014.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 7 of 30 June 2014

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 10b.

 

regarding the appointment

Mr. Mark Segal as member of the Board of Directors and Non-Executive Director of the Company.

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Mr. Mark Segal as member of the Board of Directors and Non-Executive Director, effective from the day of the meeting, for a term of 4 years.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 8 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 11.

 

regarding the authorization of the Board of Directors under article 6.1 of the Company’s articles of association to issue shares in the Company.

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors under article 6.1 of the Company's articles of association for a period of 5 years (expiring 30 June 2019) to issue shares in the Company with a maximum calculated by deducting the total number of outstanding shares at the time of the issue from the total number of shares as authorized at the time of the issue by the Authorized share capital of the Company and to authorize the Board of Directors under article 7.5 of the Company's articles of association to exclude or restrict, to the Board's full discretion, the pre-emption right of shareholders under article 7.2 of the articles of association.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 9 of 30 June 2014

 

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 12.

 

regarding the authorization of the Board of Directors under article 9.3. of the Company’s articles of association to acquire shares in the Company by the Company. ____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Directors under article 9.3. of the Company's articles of association for a period of 18 months (expiring 31 December 2015) to repurchase shares in the Company as well as to authorize the Board of Directors to alienate existing shares in the Company for general corporate purposes, irrespective of whether such shares were repurchased or sold by the Company before or after the date of authorization, provided that the limitations of Article 2:98 of the Dutch civil code are duly observed as to the maximum number of shares that are repurchased and that the purchase price for such shares shall be: (a) (with respect to repurchases by way of tender offer) within a price range of the nominal value of the shares and a price equal to 110% of the average price on the WSE (such price to be equal to the arithmetic mean of the average daily volume-weighted prices) for the six-month period preceding the announcement of such tender offer; (b) (for repurchases which are not by way of tender offer) within a price range of the nominal value of the shares and 110% of the average share price as listed for the shares on the Warsaw Stock Exchange in the five days prior to the transaction.

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 10 of 30 June 2014

of

 

the Annual General Meeting of Shareholders of

Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands

as set out in agenda item no. 13.

.

regarding the amendment the Articles of Association of the Company to read as set out in the notarial deed of amendment and authorization of each lawyer, notary, deputy notary and paralegal of Clifford Chance LLP Amsterdam to execute the deed of amendment and to do everything such appointee may determine to be appropriate in connection with the amendment of the Articles and the execution of the proposed deed of amendment.

 

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§1

 

The Annual General Meeting of Shareholders of Global City Holdings N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to amend the Articles of Association of the Company to read as set out in the proposed notarial deed of amendment (notariële akte van statutenwijziging) (the "Deed of Amendment") to, among other things, change system of representation of the Company in all matters, in and out of court and to authorize each lawyer, notary, deputy notary and paralegal of Clifford Chance LLP Amsterdam with the right of substitution (recht van substitutie) (the "Appointee"), to make any amendments of a technical nature deemed necessary or appropriate to the extent that such amendments do not alter the content of the Deed of Amendment, to execute the proposed Deed of Amendment and to do everything the Appointee may determine to be appropriate in connection with the amendment of the Articles and the execution of the proposed Deed of Amendment.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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