The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company", "CNT S.A.") hereby provides below the content of the resolutions adopted at the Extraordinary General Meeting of CNT S.A. on 12 August 2020 (hereinafter also referred to as the "EGM") including the results of voting on respective resolutions:
RESOLUTION NO. 1
OF THE EXTRAORDINARY GENERAL MEETING
CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.
with its registered office in Sosnowiec, Partyzantów 11
of 12 August 2020
on the election of the Chairman of the Extraordinary General Meeting
§ 1
Extraordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting under Art. 409 § 1 of the Commercial Companies Code, elects Mr Jacek Taźbirek as the Chairman of the Extraordinary General Assembly.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in a secret ballot vote 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) valid votes were cast out of 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares of the Company, representing 47.52% (forty-seven and fifty-two hundredth per cent) of all shares in the share capital, including:
- 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares were cast for the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstentions" were cast,
and accordingly, the resolution was passed.
RESOLUTION NO 2
OF THE EXTRAORDINARY GENERAL MEETING
CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.
with its registered office in Sosnowiec, Partyzantów 11
of 12 August 2020
on adopting the agenda of the Extraordinary General Meeting
§ 1.
Extraordinary General Meeting of the company under the 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 Chairman of the Extraordinary General Meeting.
2. Statement of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions.
3. Adopting the agenda.
4. Adopting a resolution on redemption of the Company's own shares, lowering the initial capital and changing the Company's Articles of Association.
5. Adopting a resolution on authorization of the Company Supervisory Board to adopt the uniform text of the Company’s Articles of Association.
6. Closing of the meeting.
§ 2.
The resolution comes into force upon its adoption.
The Chairman stated that in an open vote 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) valid votes were cast out of 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares of the Company, representing 47.52% (forty-seven and fifty-two hundredths of a percent) of all the shares in the share capital, including:
- 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares were cast for the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstentions" were cast,
Accordingly, the resolution was adopted.
RESOLUTION NO 3
OF THE EXTRAORDINARY GENERAL MEETING
CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.
with its registered office in Sosnowiec, Partyzantów 11
of 12 August 2020
on redemption of the Company's own shares, reduction of the share capital and amendment of the Company's Articles of Association
Extraordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, entered in the Register of Entrepreneurs of the National Court Register under the number 0000143061, acting under § 9 section 2 and section 3 of the Company's Articles of Association, Art. 359 § 1 and § 2 of the Commercial Companies Code, Art. 455 § 1 and § 2 of the Commercial Companies Code and in connection with Art. 360 § 1 and § 2 of the Commercial Companies Code, resolves as follows:
§ 1.
- 1,100,000 (in words: one million one hundred thousand) owned by Centrum Nowoczesnych Technologii S.A. (the "Company") series F ordinary bearer shares with a nominal value of PLN 4 (four zlotys) each, dematerialised and designated by the National Depository for Securities with the ISIN code: PLERGPL00014, representing in total 12.94% of the Company's share capital (the "Own Shares").
- The Own Shares are redeemed in accordance with the procedure set out in Article 359 § 1 of the Commercial Companies Code, as voluntary redemption for remuneration, preceded by the acquisition by the Company of shares intended for redemption.
- The Own shares were repurchased by the Company on 25 June 2020, outside the regulated market, through Millennium Dom Maklerski S.A., following a public invitation to submit share sale offers addressed to all shareholders of the Company (the "Buy-back Offer"), pursuant to the authorisation contained in Resolution No. 7 of the Ordinary General Meeting of the Company of 9 June 2020 (the "Resolution of the Ordinary General Meeting of Shareholders").
- The amount of remuneration due to a shareholder for one share repurchased by the Company for redemption was PLN 20 (in words: twenty zloty), i.e. the total costs incurred by the Company related to the payment of remuneration to the Shareholders for the repurchased Own Shares amounted to PLN 22,000,000 (in words: twenty two million zloty).
- The buy-back took place for remuneration paid to the shareholders exclusively from the funds from the Company's reserve capital, created from the Company's profits, from the amounts which, in accordance with Article 348 § 1 of the Commercial Companies Code, may be allocated for distribution to the shareholders.
- The justification for the redemption of Own Shares is the need to fulfil the obligation imposed on the Company's Management Board under Resolution No. 7 of the Ordinary General Meeting of Shareholders, in which the Ordinary General Meeting of Shareholders specified that the repurchased Shares may only be used for redemption and the obligation for the Company's Management Board to take all factual and legal actions in order to implement the provisions of Resolution No. 7 of the Ordinary General Meeting of Shareholders, and therefore, in accordance with the applicable provisions of the Commercial Companies Code, to call a General Meeting of Shareholders in order to adopt a resolution on redemption of Own Shares and reduction of the Company's share capital as a result of redemption of Own Shares and amendment of the Company's Articles of Association.
§ 2.
- The Company's share capital has been decreased by PLN 4,400,000 ( in words: four million four hundred thousand zlotys), i.e. from PLN 34,000,000 (in words: thirty-four million zlotys) to PLN 29,600,000 (in words: twenty-nine million six hundred thousand zlotys).
- The share capital may be reduced by redemption of all the Own Shares held by the Company as of the date of adoption of this Resolution, i.e. 1,100,000 (in words: one million one hundred thousand) Own Shares repurchased by the Company for the redemption, as indicated in § 1 hereof.
- The purpose of reducing the Company's share capital is to redeem the Own Shares and, as a consequence, to adjust the amount of the Company's share capital to the total nominal value of the Company's shares remaining after the redemption of 1,100,000 Own Shares.
- The Company's share capital is reduced in the form of an amendment to the Company's Articles of Association, without observing the requirements set out in Article 456 of the Commercial Companies Code, pursuant to Article 360 § 2.2 of the Commercial Companies Code, as the remuneration paid to the shareholders from whom the Company purchased the redeemable Own Shares as part of the Offer was paid exclusively from the amount intended for distribution to the shareholders, pursuant to Article 360 § 2.2 of the Commercial Companies Code. 348 § 1 of the Code of Commercial Companies, from the reserve capital created for this purpose, intended for the buy-back of the Company's own shares for redemption and for the costs of their repurchase, under Resolution No. 6 of the AGM.
- 5. The amount obtained from the reduction of the Company's share capital, i.e. the amount of PLN 4,400,000 (in words: four million four hundred thousand zlotys), will be transferred to a separate reserve capital of the Company, established under Article 457 § 2 sentence 1 of the Commercial Companies Code on the basis of § 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 of this Resolution, a separate reserve capital is created. This capital may be used only to cover the Company's losses.
§ 4.
As a consequence of the reduction of the Company's share capital referred to in § 2 above, the Extraordinary General Meeting of the Company hereby decides to amend the Company's Articles of Association by repealing the existing § 9 section 1 of the Company's Articles of Association and to give it the following wording:
㤠9.
1. The Company's share capital amounts to PLN 29,600,000 ( in words: twenty-nine million six hundred thousand zlotys) and is divided into two parts:
- 255,000 (two hundred and fifty-five thousand) ordinary bearer shares of series A with a nominal value of PLN 4.00 (four) each,
- 255,000 (two hundred and fifty-five thousand) ordinary bearer shares of series BI with a nominal value of PLN 4.00 (four) each,
- 510,000 (five hundred and ten thousand) ordinary bearer shares of series BII with a nominal value of PLN 4.00 (four) each,
- 400,000 (four hundred thousand) ordinary bearer shares of series C with a nominal value of PLN 4.00 (four) each,
- 700,000 (seven hundred thousand) ordinary bearer shares of series D with a nominal value of PLN 4.00 (four) each,
- 100,000 (one hundred thousand) ordinary bearer shares of series E with a nominal value of PLN 4.00 (four) each,
- 5,180,000 (five million one hundred and eighty thousand) ordinary bearer shares of series F with a nominal value of PLN 4.00 (four zloty) each".
§ 5.
This Resolution comes into force upon its adoption, with the proviso that the Own Shares will be redeemed upon registration of the reduction of the Company's share capital in 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 competent for the Company's registered office.
The Chairman stated that in an open vote 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) valid votes were cast out of 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares of the Company, representing 47.52% (forty-seven and fifty-two hundredths of a percent) of all the shares in the share capital, including:
- 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares were cast for the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstentions" were cast,
Accordingly, the resolution was adopted.
RESOLUTION NO 4
OF THE EXTRAORDINARY GENERAL MEETING
CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.
with its registered office in Sosnowiec, Partyzantów 11
of 12 August 2020
on authorization of the Company's Supervisory Board to adopt the uniform text of the Company's Articles of Association
§ 1.
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 including the amendments introduced to the Company's Articles of Association under Resolution No. 3 of the Extraordinary General Meeting of Centrum Nowoczesnych Technologii S.A. of 12 August 2020.
§ 2.
The resolution comes into force upon its adoption, with the proviso that the legal effect in the form of amendments to the Company's Articles of Association will take place on the day of registration of the aforementioned amendment by the registration court competent for the Company's seat.
The Chairman stated that in an open vote 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) valid votes were cast out of 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares of the Company, representing 47.52% (forty-seven and fifty-two hundredths of a percent) of all the shares in the share capital, including:
- 4,039,393 (four million thirty-nine thousand three hundred and ninety-three) shares were cast for the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstentions" were cast,
Accordingly, the resolution was adopted.
The Extraordinary General Meeting of the Company did not refrain from considering any of the items on the planned agenda.
None of the shareholders present at the meeting objected to the minutes in relation to the resolutions put to vote during the Extraordinary General Meeting.
Legal basis: § 19 section 1 point 6, point 7 and point 9 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 (Journal of Laws of 2018, item 757).
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