Current reports

With reference to the current report no. 44/2016 dated on 18th May 2016 on convening the Ordinary General Meeting of CNT S.A on 15th June 2016 (OGM) of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (hereinafter "Company", "CNT S.A.") informs that on 23rd May 2016 the Company received a motion submitted by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych, i.e. a shareholder of the Company possessing Company shares accounting for at least 1/20 of the Company share capital, in the name and on behalf of Fundusze Inwestycji Polskich Towarzystwo Funduszy Inwestycyjnych S.A. demanding the following issues to be included in the Agenda of the Ordinary General Meeting: 

"Acting in compliance with the Art. 401 § 1 of the Code of Commercial Companies, on behalf of the FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych Shareholder ("Shareholder") possessing shares of the Company Centrum Nowoczesnych Technologii Spółka Akcyjna based in Sosnowiec ("Company"), accounting for at least one twentieth of the Company's share capital, we hereby: 

request the following item to be added to the Agenda of the next Company's General Meeting convened on 15th June 2016, the wording as follows: 

"Adoption of resolutions on changes in the Company's Supervisory Board"

Under the provisions of the Art. 401 § 1 sentence 4 of the Code of Commercial Companies, I hereby present a draft of a resolution for the point 1 above:

Resolution no. […]

Of the Ordinary General Meeting of CNT S.A. based in Sosnowiec, ul. Partyzantów 11 ("Company")

on 15th June 2016

on revoking a Supervisory Board member. 

§ 1

Ordinary General Meeting of the Company CNT S.A. based in Sosnowiec, acting according to the Art. 385 of the Code of Commercial Companies hereby decide to revoke Mr/Ms […] from the Company's Supervisory Board.

§ 2

The resolution comes into force upon adoption.

Resolution no. […]

Of the Ordinary General Meeting of CNT S.A. based in Sosnowiec, ul. Partyzantów 11 ("Company")

on 15th June 2016

on appointing a Supervisory Board member. 

§ 1

Ordinary General Meeting of the Company CNT S.A. based in Sosnowiec, acting according to the Art. 385 of the Code of Commercial Companies hereby decide to appoint Mr/Ms […] to the Company's Supervisory Board. 

§ 2

The resolution comes into force upon adoption.

In the light of the foregoing, the Agenda of the Ordinary General Meeting convened on 15th June 2016, extended with the point concerning the aforementioned motion of the Shareholder shall be following:

1. Opening the session and election of the Chairperson of the Ordinary General Meeting.

2. Statement of the validity of the convocation of the Ordinary General Meeting and its ability to adopt resolutions.

3. Approval of the Agenda.

4. Consideration and adoption of the resolution on the approval of the financial statement in CNT S.A. and the report on the business activities of CNT S.A. in the financial year 2015.

5. Consideration and adoption of the resolution on approval of the consolidated financial report of the Capital Group CNT S.A. and the report on the business activities of the Capital Group CNT S.A. in the financial year 2015.

6. Consideration and adoption of the resolution on the approval of the Centrum Nowoczesnych Technologii S.A Supervisory Board's report on its business activities in the financial year 2015.

7. Adoption of a resolution on the distribution of the Company's profit in the financial year 2015.

8. Adoption of a resolution on giving the vote of acceptance to members of the Company Management Board for accomplishing their duties in the financial year 2015.

9. Adoption of a resolution on giving the vote of acceptance to members of the Company Supervisory Board for accomplishing their duties in the financial year 2015.

10. Adoption a resolution on amendments to the Articles of Association of the Company.

11. Adoption of a resolution on changes in the Supervisory Board of the Company.

12. Closing the session.

Other information referring to the convocation of the Ordinary General Meeting on 15th June 2016 published in the report no. 44/2016 remain unchanged.

Legal basis: § 38 sec. 1 item 4 - 5 of the Ministry of Finance Ordinance of 19th February 2009 regarding current and periodical information submitted by issuers of securities and and the conditions of regarding the induration required by legal regulations of a non-member country as equivalent (i.e. Law Gazette 2014 item. 133 with further amendments).

The Board of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (hereinafter: „Company”), acting under the Art. 399 § 1, Art. 395 § 1 and Art. 402(1) and Art. 402(2) of the Code of Commercial Companies, hereby convene Ordinary General Meeting of CNT S.A. (hereinafter: „Ordinary General Meeting” or „OGM”) on 15^th June 2016, at 11:30 at the Headquarters of the Company in Sosnowiec, ul. Partyzantów 11, with the following Agenda:

1. Opening of the session and election of the Chairperson of the Ordinary General Meeting.
2. Confirming that the Ordinary General Meeting was duly convened and is capable of adopting valid resolutions.
3. Approval of the Agenda.
4. Consideration and adoption of a resolution on the examination and approval of the financial statement of CNT S.A. and a report on the activities of CNT S.A. in the financial year 2015.
5. Consideration and adoption of a resolution on an approval of the consolidated financial statement of the Capital Group CNT S.A. and a report on the activities of the Capital Group CNT S.A. in the financial year 2015.
6. Consideration and adoption of a resolution on an approval of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. for its business activity in 2015.
7. Adoption of a resolution concerning distribution in the financial year 2015.
8. Adoption resolutions on grating a vote of acceptance to the members of the Board of the Company in the financial year 2015.
9. Adoption of resolutions on granting a vote of acceptance to the members of the Supervisory Board of the Company in the financial year 2015.
10. Adoption a resolution on amendments to the Articles of Association of the Company.
11. Closing the session.

The Board of the Company presents below the current provisions of the Articles of Association as well as the contents of draft amendments: 

The provisions of § 21 section  3 of the Articles of Association so far: 

In case the Board of the Company consists of more than one person, it is required that either two members of the Board or one Board member and a proxy act jointly to make declarations and sign them on behalf of the Company. In case the Board of the Company is one person, one Board member acting independently is entitled to make declarations and sign them. 

Proposed wording § 21 section 3 of the Articles of Association:

In case the Board of the Company consists of more than one person, it is required that either two members of the Board or two proxies act jointly to make declarations and sign them on behalf of the Company. In case the Board of the Company is one person, one Board member or two proxies jointly are entitled to make declarations and sign them 

Full text of the announcement about convening the Ordinary General Meeting of the Company, the content of draft resolutions of OGM, the  Supervisory Board’s Report of  CNT S.A. on its activities together with a brief assessment of the situation of the Company including internal control system assessment and the risk management system important for the Company in 2015 and other reports of the Supervisory Board of CNT concerning issues included in the Agenda of the OGM constitute the Appendices to this report.

The full text of the announcement about convening the Ordinary General Meeting of the Company, along with documentation that is due to be presented to the Ordinary General Meeting of CNT S.A. convened on 15th June 2016, were published on the Internet website of the Company: www.cntsa.pl  

Legal basis: § 38 section 1 item 1, 2 and 3 the Resolution of the Minister of Finances dated on 19th February 2009 about current and periodical information published by issuers of securities, and on conditions under which information required by legal regulation of a third country can be organised as equivalent (Law Gazette of 2009 No. 33 item 259 with further amendments).