Current reports

The Management Board of the Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (the "Issuer") announces that in connection with the sales and purchase of electricity by the subsidiary GET EnTra Sp. o.o. (The "Subsidiary") on 18 February 2020, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 22.11.2019 to 18.02.2020 amounted to PLN 130,476.59 thous. The aforementioned amount includes, among others purchase and sales of electricity with a delivery date during the period from 23.11.2019 to 31.12.2021. The transaction with the highest value contained in the aforementioned period was a package of deals of 04.12.2019 including the purchase and sales of electricity with a total value of PLN 7,939.3 thous. with a delivery date during the period from 05.12.2019 to 31.12.2020.

The transactions referred to above made by the Subsidiary are carried out within the core business of energy trading, including in particular electricity trading.

Terms and conditions of concluded contracts (transactions) do not contain any provisions on contractual penalties as well as not diverge from typical terms and conditions of this kind / type of transactions on the market.

Legal Basis: Art. 17 (1) of MAR - confidential information.

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Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company" or the "Issuer") hereby publishes fixed dates of publication of periodic reports in the financial year 2020:

I. Quarterly reports:

Consolidated extended quarterly report of the Capital Group CNT for Q1 2020 - 28 May 2020.

Consolidated extended quarterly report of the Capital Group CNT for Q3 2020 - 19 November 2020.

II. The semi-annual report:

Consolidated extended semi-annual report of the Capital Group CNT for the first half of 2019 - 27 August 2020.

III. Annual reports:

Non-consolidated annual report of the Company for the year 2019 - 28 April 2020.

Consolidated annual report of the Capital Group CNT for 2019 - 28 April 2020.

At the same time, acting on the basis of § 79 section 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state - consolidated text: Journal of Laws of 2018, item 757 (hereinafter referred to as the "Regulation"), the Issuer informs that it will not publish a quarterly report and a consolidated quarterly report for Q4 2019 and Q2 2020.

The Company also declares as follows:

• pursuant to § 62 sections 1 and 2 of the Regulation, the Issuer, as the parent company, will publish consolidated quarterly reports for Q1 and Q3 2020 containing quarterly financial information of the parent company and will not publish separate individual quarterly reports for those reporting periods;

• pursuant to § 62 sections 3 and 5 of the Regulation, the Issuer, as the parent company, will not publish a separate semi-annual report, therefore the Issuer will include an abridged semi-annual financial report of the parent company in the consolidated semi-annual report for the first half of 2020 together with the auditor's review report and abridged additional information.

Legal basis: § 80 section 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a non-member state may be recognised as equivalent - consolidated text: Journal of Laws of 2018, item 757.

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The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Company', the 'Issuer') informs that today it received a notification from the Company (the 'Notification') submitted in performance of the obligations specified in Article 69, paragraph 1, point 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies ( Journal of Laws 2005 No. 184, item 1539, as amended), informing that due to the registration by the District Court Katowice-Wschód in Katowice of a reduction in the Issuer's share capital and redemption of 590,000 shares of the Company, the Issuer does not currently hold any own shares of the Company.

The content of the received Notification is attached hereto.

Legal basis: Art. 70 (1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended).

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Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Issuer" or the "Company") informs, that in connection with the reduction of the share capital of the Company, the Issuer today, i.e. on 8 January 2020, received notification from FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw about an increase in the total number of votes and shares in the Company by the Shareholders, as follows:

"Acting pursuant to Article 69 sec. 1 point 1 and Article 69 sec. 2 point 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies" of 29 July 2005, Journal of Laws No. 184 item 1539 (the "Act"), I hereby inform that as a result of the registration by the Regional Court of Katowice-Wschód in Katowice, VIII Commercial Department of the Polish Court Register of the reduction of the share capital of Centrum Nowoczesnych Technologii S.A. about which the Company announced in current report 1/2020 of  7 January 2020 the total number of shares and votes of the Company represented by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in accordance with the agreement referred to in Article 87 section 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. increased the total number of votes in the Company by over 1 % and exceeded 75% of the total number of shares and votes in the Company.

After the reduction of the share capital referred to above, FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in accordance with the agreement referred to in Article 87 section 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. hold a total of 6,450,732 shares, which give right to 6,450,732 votes, which represents 75.89% of the share capital of the Centrum Nowoczesnych Technologii S.A. and the same number of votes.

Before the aforementioned change, FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in agreement referred to in Article 87 section 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. held 6,450,732 shares in total, constituting 70.97 % of the share capital of the Company. The shares held jointly entitled to exercise 6,450,732 votes at the General Meeting and accounted for 70.97% of the total number of votes.

FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych declares that there are no subsidiaries under provisions of the Act. The subsidiaries of Zbigniew Jakubas that are also shareholders of the Company are Multico Sp. z o.o. with its registered office in Warsaw, Energopol - Warszawa S.A. with its registered office in Warsaw, Energopol - Trade S.A. with its registered office in Warsaw and Wartico Invest Sp. z o.o. with its registered office in Warsaw".

Legal basis: Article 70 point 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies" of 29 July 2005, Journal of Laws No. 184 item 1539.

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The Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the "Issuer", the "Company") hereby reports that after the aggregation of partial data was completed on 08.01.2020, its subsidiary Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "Subsidiary") provided the Issuer with information on the sales results of commercial and residential premises as part of the Nowa 5 Dzielnica development project in Krakow. The process of the sales within the aforementioned investment was commenced in March 2017.

The Issuer reports that in the fourth quarter of 2019 its Subsidiary concluded 53 development contracts. In the fourth quarter of 2019, the Subsidiary concluded 110 agreements transferring the ownership of residential premises and 2 agreement transferring the ownership of commercial premises.

Cumulatively, from 1 January 2019 to 31 December 2019, Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa concluded 296 development and preliminary agreements (of which 6 development agreements concluded in the fourth quarter of 2019 were transformed into agreements transferring the ownership of apartments as of 31 December 2019). Cumulatively, for the 2019, the Subsidiary concluded 121 agreements transferring the ownership of residential premises and 7 agreements transferring the ownership of commercial premises.

Moreover, as of 31 December 2019, the Subsidiary was a party to 17 reservation agreements, which require transformation into development agreements.

The Issuer explains that the number of premises that will be recognized in the Group's financial result for the period from 1 January 2019 to 31 December 2019 will amount to 128 (121 residential units and 7 commercial units).

In accordance with the accounting policy of Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa, a Subsidiary acknowledges that the transfer of risks, control and benefits is effected upon signing of a notarial deed transferring the ownership of the purchased property. Upon recognition of revenue from the sales, the subsidiary recognizes and allocates the technical cost of production of a given area, reducing inventories in proportion to the share of the sold premises in the total area of sold premises.

Legal basis: Article 17(1) MAR - confidential information.

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Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter: the 'Company' or 'CNT S.A.') informs that on 7 January 2020 the Company received a decision of the District Court Katowice-Wschód in Katowice, VIII Commercial Department of the National Court Register of 20 December 2019 on the entry in the National Court Register - Register of Entrepreneurs (hereinafter: 'KRS') of the amendment to § 9 section 1 of the Commercial Register. The Company's Articles of Association, adding items 65 to 70 in § 8 of the Company's Articles of Association and reducing the Company's share capital, which was entered in the National Court Register on 23 December 2019.

The Company's share capital was lowered under the resolution No. 3 of the Extraordinary General Meeting of the Company of 1 October 2019 on the redemption of own shares, lowering the Company's share capital as a result of redemption of own shares and changing the Company's Articles of Association by the amount of PLN 2,360,000 (two million three hundred and sixty thousand zloty), i.e. from the amount of PLN 36,360,000 (thirty-six million three hundred and sixty thousand zloty) to the amount of PLN 34,000,000 (thirty-four million zloty), which was announced by CNT S.A. in the current report No. 30/2019 of 1 October 2019.

As a result of the above-mentioned entry in the National Court Register, the share capital of the Company currently amounts to PLN 34,000,000 (thirty-four million PLN) and is divided into 8,500,000 shares with a nominal value of PLN 4 each. The total number of votes resulting from all issued shares is 8,500,000 votes at the General Meeting of the Company. 590,000 F series ordinary bearer shares of CNT S.A. were redeemed, which corresponded to 590,000 votes.

The structure of the Company's share capital after registration of the share capital decrease is as follows:

- 255,000 (two hundred fifty-five thousand) ordinary bearer shares of A series,

- 255,000 (two hundred fifty-five thousand) ordinary bearer shares of BI series,

- 510,000 (five hundred and ten thousand) ordinary bearer shares of BII series,

- 400,000 (four hundred thousand) ordinary bearer shares of C series,

- 700,000 (seven hundred thousand) ordinary bearer shares of D series,

- 100,000 (one hundred thousand) ordinary bearer shares of E series, and

- 6,280,000 (six million two hundred and eighty thousand) ordinary bearer shares of F series.

Under Resolution No. 3 of the Extraordinary General Meeting of the Company of 1 October 2019 (hereinafter: the "EGM"), the amount obtained from the reduction of the Company's share capital, i.e. the amount of PLN 2,360,000 (two million three hundred and sixty thousand zloty), was transferred to a separate reserve capital of the Company, created in accordance with Article 457 § 2 sentence 1 of the Commercial Companies Code, which may be used only to cover the Company's losses.

Furthermore, the Company's Articles of Association were amended under Resolution No. 4 of the EGM on amending the Company's Articles of Association and authorizing the Company's Supervisory Board to adopt the consolidated text of the Company's Articles of Association in such a way that new points 65) to 70) were added to § 8) in the following wording:

65) Other software publishing activities - 58.29.Z,

66) Activity connected with IT consultancy - 62.02.Z,

67) Activity connected with management of IT equipment - 62.03.Z,

68) Rental and management of own or leased real estate - 68.20.Z,

69) Rental and lease of office equipment and appliances, including computers - 77.33.Z,

70) Rental and lease of other machines, devices and material goods, not classified elsewhere - 77.39.Z.

Upon resolution No 4 of the EGM, the Supervisory Board of CNT S.A. adopted the uniform text of the Company's Articles of Association considering all the above-mentioned amendments made by the EGM, the content of which the Company provides in the Annex to this current report.

Legal basis: § 5 section 1 and § 6 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent (Journal of Laws of 2018, item 757).

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Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Company") hereby presents a list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Shareholders of CNT S.A. on 1 October 2019 (the "EGM"), specifying the number of votes to which each of them is entitled from the shares held and indicating their percentage share in the total number of votes at the EGM and in the Company's share capital.

 

On 1 October 2019, the Extraordinary General Meeting of the Company was attended by one shareholder of the Company - FIP 11 FIZ Aktywów Niepublicznych with its registered office in Warsaw, holding 4,622,740 shares out of the total number of 9,090,000 shares in the Company, giving 4,622,740 votes at the EGM constituting 100% of votes at the EGM and entitling to 54.39% of votes in the total number of votes from the Company's shares and constituting 50.86% of share in the Company's share capital.

 

Legal basis: Art. 70 section 3 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text: Journal of Laws of 2019, item 623).

 

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The Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the "Issuer", the "Company") hereby reports that after the aggregation of partial data was completed on 01.10.2019, its subsidiary Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "Subsidiary") provided the Issuer with information on the sales results of commercial and residential premises as part of the Nowa 5 Dzielnica development project in Krakow. The process of the sales within the aforementioned investment was commenced in March 2017.

 

The Issuer reports that in the third quarter of 2019 its subsidiary concluded 90 development contracts and preliminary sales contracts for residential and commercial premises. In the third quarter of 2019, the subsidiary concluded 5 agreements transferring the ownership of residential premises and 1 agreement transferring the ownership of commercial premises.

 

 

Cumulatively, from the beginning of the year to the end of the third quarter of 2019, Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa concluded 246 development and preliminary agreements. Cumulatively, from the beginning of the year to the end of the third quarter of 2019, the subsidiary concluded 14 agreements transferring the ownership of residential premises and 5 agreements transferring the ownership of commercial premises.

 

Moreover, as of 30 September 2019, the subsidiary was a party to 24 reservation agreements, which require transformation into development agreements.

 

The number of premises that will be recognized in the Group's financial result for the period from 1 January to 30 September 2019 will amount to 19 (14 residential units and 5 commercial units). In accordance with the accounting policy of Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa, a subsidiary acknowledges that the transfer of risks, control and benefits is effected upon signing of a notarial deed transferring the ownership of the purchased property. Upon recognition of revenue from the sales, the subsidiary recognizes and allocates the technical cost of production of a given area, reducing inventories in proportion to the share of the sold premises in the total area of sold premises.

 

Legal basis Article 17(1) MAR - confidential information.

 

 

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Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as "the Company") hereby presents the resolutions adopted at the Extraordinary General Meeting of CNT S.A. on 1 October 2019 together with the results of voting on individual resolutions: 

 

RESOLUTION NO. 1

OF THE EXTRAORDINARY GENERAL MEETING

OF CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.

based in Sosnowiec, ul. Partyzantów 11

of 1 October 2019

 

on the election of the Chairperson of the Extraordinary General Meeting of CNT S.A.

 

§ 1

Extraordinary General Meeting of Shareholders of the company under the business name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Article 409 § 1 of the Commercial Companies Code, hereby appoints Ms Katarzyna Kozińska as the Chairperson of the Extraordinary General Meeting.

 

§ 2

The resolution comes into force upon its adoption.

 

The Chairperson stated that in a secret ballot 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) valid votes were cast out of 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) shares of the Company, which constitutes 50.86% (fifty-six hundred and eighty-six hundredth per cent) of all shares in the share capital, including:

- 4.622.740 (four million six hundred and twenty-two thousand seven hundred and forty) votes were cast for the resolution,

- 0 (zero) votes were cast against the resolution,

- 0 (zero) abstentions were cast,

therefore, the resolution was adopted

 

 

RESOLUTION NO. 2

OF THE EXTRAORDINARY GENERAL MEETING

OF CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.

based in Sosnowiec, ul. Partyzantów 11

of 1 October 2019

 

on the adoption of the agenda of the Extraordinary General Meeting of Shareholders of CNT S.A.    

 

§ 1.

Extraordinary General Meeting of Shareholders of the company under the business name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, adopts the following agenda:

 

1. Opening of the meeting and election of the Chairperson of the Extraordinary General Meeting.

2. Statement of the correctness of convening the Extraordinary General Meeting and its power to adopt resolutions.

3. Approval of the agenda.

4. Adoption of resolutions on redemption of the Company's own shares, reduction of the share capital and amendment to the Company's Articles of Association.

5. Adoption of a resolution on amending the Company Articles of Association and authorizing the Supervisory Board of the Company to adopt the uniform text thereof.

6. Closing the meeting.

 

The Chairperson stated that in a open ballot 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) valid votes were cast out of 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) shares of the Company, which constitutes 50.86% (fifty-six hundred and eighty-six hundredth per cent) of all shares in the share capital, including:

- 4.622.740 (four million six hundred and twenty-two thousand seven hundred and forty) votes were cast for the resolution,

- 0 (zero) votes were cast against the resolution,

- 0 (zero) abstentions were cast,

therefore, the resolution was adopted

 

 

RESOLUTION NO. 3

OF THE EXTRAORDINARY GENERAL MEETING

OF CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.

based in Sosnowiec, ul. Partyzantów 11

of 1 October 2019

  

on redemption of the Company's own shares, reduction of the Company's share capital as a result thereof and amendment to the Company's Articles of Association

 

 

Extraordinary General Meeting of Shareholders of the company under the business name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, entered into the Register of Entrepreneurs of the National Court Register under the number 0000143061, acting pursuant to § 9 section 2 and section 3 of the Company's Articles of Association, Article 359 § 1 and § 2 of the Commercial Companies Code, Article 455 § 1 and § 2 of the Commercial Companies Code and in connection with Article 360 § 1 and § 2 of the Commercial Companies Code, hereby resolves as follows:

 

 

§ 1.

1. 590,000 (five hundred and ninety thousand) ordinary bearer shares of series F, with a nominal value of PLN 4 (four zlotys) each, dematerialised and designated by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) with ISIN code: PLERGPL00014, representing a total of 6.49% of the Company's share capital (the "Own Shares"), held by the Company shall be redeemed. The redemption is a voluntary redemption and takes place against remuneration.

2. The Company Own Shares were repurchased for the purpose of redemption, outside the regulated market, through the mBank brokerage house on 27 June 2019, by way of an invitation to submit offers for the sale of shares addressed to all the Company's shareholders (the "Redemption Offer"), on the basis of an authorization provided for in Resolution No. 15 of the Ordinary General Meeting of Shareholders of the Company of 6 June 2019 (the "Resolution of the Ordinary General Meeting of Shareholders").

3. The amount of remuneration due to the shareholder for one share repurchased by the Company for redemption was PLN 15 (fifteen zloty), i.e. PLN 8,850,000 (eight million eight hundred and fifty thousand zloty) in total for all the shares repurchased for redemption. The Own Shares were repurchased for remuneration paid to shareholders exclusively from funds from the Company's reserve capital established from the Company's profits, from amounts which, in accordance with Article 348 § 1 of the Commercial Companies Code, may be allocated for distribution among shareholders.

4. The redemption of Own Shares takes place in the mode specified in art. 359 § 1 of the Commercial Companies Code as a voluntary redemption, preceded by the repurchase of the shares designated for redemption by the Company.

5. The Own Shares indicated in section 1 above, repurchased by the Company as part of the Repurchase Offer, shall be redeemed; however, the Company incurred the total costs related to the Repurchase Offer in the amount of PLN 8,900,000 (eight million nine hundred thousand zlotys), including the remuneration paid to the Shareholders for the acquired Own Shares in the amount of PLN 8,850,000 (eight million eight hundred and fifty thousand zlotys).

6. The justification for the redemption of Own Shares is that the Management Board of the Company, under § 1 point 4 of the Resolution of the Ordinary General Meeting of Shareholders, must fulfil its obligation to convene a General Meeting in order to adopt a resolution on redemption of Own Shares and a reduction in the Company's share capital as a result of redemption of Own Shares and an amendment to the Company's Articles of Association after the expiry of the Share Repurchase Period.

 

§ 2.

1. The Company's share capital shall be reduced by PLN 2,360,000 (two million, three hundred and sixty thousand zlotys), i.e. from PLN 36,360,000 (thirty-six million, three hundred and sixty thousand zlotys) to PLN 34,000,000 (thirty-four million zlotys).

2. The share capital shall be reduced by redemption of all Own Shares held by the Company as of the date of this Resolution, i.e. 590,000 (five hundred and ninety thousand) Own Shares repurchased by the Company for redemption, as specified in § 1 hereof.

3. The purpose of reducing the Company's share capital is to redeem the Company's Own Shares, and consequently adjust the amount of the Company's share capital to the sum of the nominal value of the Company's shares remaining after the redemption of 590,000 (five hundred and ninety thousand) Own Shares, as provided for in the Resolution of the Ordinary General Meeting of Shareholders.

4. The reduction of the Company's share capital shall be effected by amending the Company's Articles of Association through redemption of Own Shares and without complying with the requirements set forth in Art. 456 of the Commercial Companies Code, pursuant to Art. 360 § 2 item 2) of the Commercial Companies Code, as the remuneration paid to the shareholders from whom the Company repurchased its Own Shares subject to redemption as part of the Redemption Offer was paid exclusively from the amount allocated for distribution among the shareholders under Art. 348 § 1 of the Commercial Companies Code, allocated for this purpose pursuant to § 1 item 1 letter b) of the Resolution of the Ordinary General Meeting of Shareholders.

5. The amount obtained from the Company's share capital reduction, i.e. PLN 2,360,000 (two million, three hundred and sixty thousand zlotys), will be transferred to a separate reserve capital of the Company, established in compliance with art. 457 § 2 sentence 1 of the Commercial Companies Code pursuant to § 3 below.

   

§ 3.

In order to transfer the amount obtained from the reduction of the Company's share capital referred to in § 2 section 5 hereof, a separate reserve capital shall be created. This capital may be used only to cover the Company's losses. 

 

§ 4.

As a consequence of the reduction in the Company's share capital referred to in § 2 above, the Extraordinary General Meeting of the Company hereby resolves to amend the Company's Articles of Association by providing § 9.1 of the Company's Articles of Association with the following wording:

㤠9.

The Company's share capital amounts to PLN 34,000,000 (thirty-four million) and is divided into

- 255,000 (two hundred and fifty-five thousand) ordinary  bearer shares, series A, with a nominal value of PLN 4.00 (four zlotys) each,

- 255,000 (two hundred and fifty-five thousand) ordinary bearer shares, series BI, with a nominal value of PLN 4.00 (four zlotys) each,

- 510,000 (five hundred and ten thousand) ordinary bearer shares, series BII, with a nominal value of PLN 4.00 (four zlotys) each,- 400,000 (four hundred thousand) ordinary bearer shares, series C, with a nominal value of PLN 4.00 (four zlotys) each,

- 400,000 (four hundred thousand) ordinary bearer shares , series C, with a nominal value of PLN 4.00 (four zlotys) each,

- 700,000 (seven hundred thousand) ordinary bearer shares , series D with a nominal value of PLN 4.00 (four zlotys) each,

- 100,000 (one hundred thousand) ordinary bearer shares , series E, with a nominal value of PLN 4.00 (four zlotys) each,

- 6,280,000 (six million two hundred and eighty thousand) ordinary bearer shares, series F, with a nominal value of PLN 4.00 (four zlotys) each.”

 

§ 5.

The resolution shall come into force upon adoption, subject to the reservation that the redemption of Own Shares shall take place upon entry of the Company's share capital reduction into the Register of Entrepreneurs of the National Court Register and registration of the amendment to the Company's Articles of Association by the registry court with jurisdiction over the Company's registered office.

 

The Chairperson stated that in an open ballot 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) valid votes were cast out of 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) shares of the Company, which constitutes 50.86% (fifty and eighty-six hundredth per cent) of the total number of shares in the share capital, including:

- 4.622.740 (four million six hundred and twenty-two thousand seven hundred and forty) votes were cast for the resolution,

- 0 (zero) votes were cast against the resolution,

- 0 (zero) abstentions were cast,

therefore, the resolution was adopted.

 

RESOLUTION NO. 4

OF THE EXTRAORDINARY GENERAL MEETING

OF CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.

based in Sosnowiec, ul. Partyzantów 11

of 1 October 2019

 

on amending the Company's Articles of Association and authorizing the Company's Supervisory Board to adopt the uniform text hereof

 

§ 1.

Extraordinary General Meeting of Shareholders of the company under the business name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, entered into the Register of Entrepreneurs of the National Court Register under the number 0000143061, acting pursuant to Article 430 of the Commercial Companies Code, resolves to amend the Company's Articles of Association. New points 65) to 70) shall be added to § 8 in the following wording:

"65) Other software publishing activities - 58.29.Z,

  66) IT consulting - 62.02.Z,

  67) IT facilities management - 62.03.Z,

  68) Rental and management of own or leased real estate - 68.20.Z,

  69) Rental and lease of office machinery and equipment, including computers - 77.33.Z,

  70) Rental and lease of other machines, equipment and material goods, n.e.c. - 77.39.Z.".

 

§ 2.

The Extraordinary General Meeting of the Company authorizes the Company's Supervisory Board to prepare the uniform text of the Company's Articles of Association, taking into account the amendments to § 1 of this Resolution and to the Company's Articles of Association pursuant to Resolution No. 3 of the Extraordinary General Meeting of Centrum Nowoczesnych Technologii S.A. of 1 October 2019.

 

§ 3.

The resolution shall enter into force upon adoption, provided that the legal effect of the amendments to the Company's Articles of Association shall be effected on the date of registration of the aforementioned amendment by the registry court with jurisdiction over the Company's registered office.

 

The Chairperson stated that in an open ballot 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) valid votes were cast out of 4,622,740 (four million six hundred and twenty-two thousand seven hundred and forty) shares of the Company, which constitutes 50.86% (fifty and eighty-six hundredth per cent) of the total number of shares in the share capital, including:

- 4.622.740 (four million six hundred and twenty-two thousand seven hundred and forty) votes were cast for the resolution,

- 0 (zero) votes were cast against the resolution,

- 0 (zero) abstentions were cast,

therefore, the resolution was adopted.

 

The Extraordinary General Meeting of the Company has not abandoned considering any of the items on the Agenda. No objection was raised to any resolution.

 

Legal basis: § 19 section 1 item 6, item 7, and item 9 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent (Journal of Laws of 2018, item 757).

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Further to the current report no. 63/2018, the Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company", the " Issuer") informs that today, i.e. 13 August 2019, the Company received Annex no. 1/2019 of 31 July 2019 (the "Annex") to the agreement concerning the execution of the construction project "Construction of the Malczyce water barrage on the Oder River" (the "Agreement") signed by the bankruptcy administrator of MAXER S.A. (the "Contractor") concluded with a consortium of companies composed of: Centrum Nowoczesnych Technologii S.A. - Leader of the Consortium and ETP S.A. with its registered office in Katowice - Partner of the Consortium (hereinafter jointly referred to as the "General Subcontractor" or the "Consortium"), which:

• extends the deadline for completion of the subject of the Agreement to 31 December 2019,

• increases the contract value by PLN 8,504 thousand net, constituting a lump-sum remuneration for the Consortium.

The Issuer's participation in the works carried out by the Consortium is similar to the scope of work of the Consortium Partner.  

Under provisions of the Annex, in 2019 the General Subcontractor will perform additional works related to restoring and maintaining proper technical efficiency as well as technical and utility values of works and facilities performed before signing the Annex of 19 July 2017, which are specified in the Appendix to the Annex.

Any other activities restoring proper technical efficiency as well as technical and utility values of the subject matter of the Agreement allowing the General Subcontractor to grant a guarantee under the terms and conditions of the Agreement, exceeding the scope agreed upon in the Annex, require a separate annex to be provided for.

All other terms and conditions of the agreement remain unchanged.

Legal basis: Article 17(1) MAR - confidential information.

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