Current reports
The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter: the "Company", "CNT S.A."), acting pursuant to the Article 398, Article 399 § 1, Article 402 (1) § 1 and § 2 and Article 402 (2) of the Commercial Companies Code (“CCC”), convenes the Extraordinary General Meeting of CNT S.A. (hereinafter: the "EGM" or the "General Meeting") on 12 August 2020 at 11:30 a.m. in Sosnowiec at Partyzantów 11, at the registered office of the Company, with the following agenda:
- Opening of the meeting and election of the Chairperson of the Extraordinary General Meeting.
- Statement of the correctness of convening the Extraordinary General Meeting and its ability to adopt resolutions.
- Adoption of the agenda.
- Adoption of a resolution on the redemption of the Company's own shares, reduction of share capital and change Articles of Association of the Company.
- Adoption of a resolution to authorise the Company's Supervisory Board to adopt the consolidated text of the Company's Articles of Association.
- Closing of the meeting.
The content of the notification on convening the Extraordinary General Meeting, the content of draft resolutions and the documents which are to be the subject of the Extraordinary General Meeting, relevant for the adopted resolutions, which have not been previously made public, are attached to this report and will be placed on the Company's website at: www.cntsa.pl.
Legal basis: § 19 section 1 items 1 and 2 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information to be submitted by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
Collapse the reportThe Board of the Management of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (the "Issuer") announces that in connection with the sales of electricity by the subsidiary GET EnTra Sp. o.o. (The "Subsidiary") on 14 July 2020, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 04.06.2020 to 14.07.2020 amounted to PLN 86,446.4 thous. The aforementioned amount includes, among others purchase and sales of electricity with a delivery date during the period from 05.06.2020 to 31.12.2021. The transaction with the highest value contained in the aforementioned period was a package of deals of 08.07.2020 including the purchase and sales of electricity with a total value of PLN 11,516.1 thous. with a delivery date during the period from 09.07.2020 to 31.12.2021.
The transactions referred to above made by the Subsidiary are carried out within the core business of energy trading, including in particular electricity trading in a network system.
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.
Collapse the reportCentrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter: "the Company", "Issuer") informs that on 1 July 2020 it received from FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw (FIP 11 FIZ AN) a notification on sales transactions of the Company's shares concluded as part of the buy-back of own shares carried out by Millennium Dom Maklerski S.A. at the Issuer's request and settled on 25 June 2020, which resulted in the transaction:
- a decrease in the share of Multico Sp. z o.o. below 5% in the total number of shares and votes in the Company,
- a decrease in the share of Warszawa S.A. below 5% in the total number of shares and votes in the Company,
- a decrease in the share of FIP 11 FIZ AN below 5% in the total number of shares and votes in the Company,
- a decrease by more than 1% of share in the total number of shares and votes in the Company by FIP 11 FIZ AN and entities acting in agreement referred to in Art. 87 (1) (5) of the Act, i.e. Zbigniew Jakubas with subsidiaries within the meaning of the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o., with the following wording:
"Acting under Art. 69, section 1, point. 2 and Art. 69section 2 point 2 of the "Act on Public Offering and Conditions of Introducing Financial Instruments to Organised Trading and Public Companies" of July 29th , 2005, Dz. U. No 184 item 1539 (the "Act"), I hereby inform that as a result of sales transactions:
- 683 947 shares of Centrum Nowoczesnych Technologii S.A. (the "Company") carried out by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych;
- 48,582 shares of the Company carried out by Mr Zbigniew Jakubas;
- 67,511 shares of the Company carried out by Multico Sp. z o.o;
- 55,897 shares of the Company carried out by Wartico Invest Sp. z o.o;
- 14,473 shares of the Company carried out by Energopol Trade S.A.;
- 67,263 shares of the Company carried out by Energopol Warszawa S.A.
concluded as part of the buy-back of own shares carried out by the Company, settled on 25 June 2020:
- the share of FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych has decreased below 50% in the total number of shares and votes in the Company
- the share of Multico Sp. z o.o. and Energopol Warszawa S.A. in the total number of shares and votes in the Company has decreased below 5 % and
- the total total number of the Company's shares and votes represented by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in agreement referred to in Art. 87 (1) (5) of the Act, i.e. Zbigniew Jakubas with subsidiaries within the meaning of the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o., decreased by more than 1 % of the total number of shares and votes in the Company.
As a result of the transaction referred to above, FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych holds 4,039,393 shares giving right to 4,039,393 votes which constitutes 47.52 % of share in the Company's share capital, Multico Sp. z o.o. holds 398,724 shares giving right to 398,724 votes which constitutes 4.69 % of share in the Company's share capital, Energopol Warszawa S. A. holds 397,256 shares giving right to 397,256 votes, which constitutes 4.67 % share in the Company's share capital, while FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in agreement referred to in Article 87(1)(5) of the Act, i.e. Zbigniew Jakubas with subsidiaries within the meaning of the Act, i.e. Multico Sp. z o.o, Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. have a total of 5,537,910 shares giving right to 5,537,910 votes, which constitutes 65.15% of share in the share capital of Centrum Nowoczesnych Technologii S.A. and the same number of votes.
Before the aforementioned change FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych had 4,723,340 shares giving right to 4,723,340 votes which constituted 55.57 % of share in the Company's share capital, Multico sp. z o.o. had 466,232 shares giving right to 466,232 votes which constituted 5.49 % of share in the Company's share capital, Energopol Warszawa had 464,519 shares giving right to 464,519 votes which constituted 5.46 % of share in the Company's share capital. Whereas FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in agreement referred to in Art. 87 (1) (5) of the Act, i.e. Zbigniew Jakubas with subsidiaries within the meaning of 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 a total of 6,475,580 shares, accounting for 76.18% of the Company's share capital. The shares held entitled to a total of 6,475,580 votes at the General Meeting and accounted for 76.18% of the total number of votes.
FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych declares that there are no subsidiaries within the meaning of the Act. Subsidiaries of Zbigniew Jakubas who are at the same time 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: Art. 70 (1) of the Act on Public Offering - purchase or disposal of a significant block of shares.
Collapse the reportThe Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the "Issuer", the "Company") reports that after the aggregation of partial data was completed on 01.07.2020, 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 second quarter of 2020 its Subsidiary concluded 37 development contracts and preliminary agreements for the sale residential and commercial premises. A total, in the second quarter of 2020, the Subsidiary concluded 17 agreements transferring the ownership of residential premises.
In connection with the withdrawal by the company from the concluded preliminary agreements for the sale of apartments and commercial premises (referred to in CR No. 8/2020) described in the Current Report No. 15/2020, cumulatively, in 2020, Centrum Nowoczesnych Technologii Spółka Akcyjna Spółka komandytowa concluded 75 development and preliminary agreements (including 1 developer agreement concluded in the second quarter of 2020 as of 30 June 2020 was transform into an agreement transferring the ownership of the apartment). In 2020, the Subsidiary concluded a total of 27 agreements transferring the ownership of residential premises.
Moreover, as of 30 June 2020, the Subsidiary was a party to 5 reservation agreements, which require transformation into development agreements.
The Issuer explains that the number of premises which will be recognized in the financial result of the CNT Group for the period from 1 January 2020 to 30 June 2020 will amount to 27 units (27 apartments).
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.
Collapse the reportThe Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec informs that on 26th June 2020 it received a notification from the President of the Management Board Mr Jacek Taźbirek [a person performing managerial duties in CNT S.A.] regarding the transaction of sales of CNT S.A. shares, the content of which is attached to this current report.
Legal basis: Art. 19 (3) MAR - information on transactions performed by persons performing managerial duties
Collapse the reportNotification on the disposal of shares
The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Company") informs that today, i.e. on 25 June 2020 it has received a notification from the Company (the "Notification") submitted in performance of the obligations specified in Article 69 sec. 1 item 1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text of Journal of Laws of 2019, item 623 as amended.), in connection with the purchase of the Company's 1,100,000 own shares as part of the buy-back of its own shares and the exceeding of 10% of the total number of votes in the Company.
The content of the received Notification is provided by the Company as an annex hereto.
Legal basis: Article 70 (1) of the Act on Public Offering - acquisition or disposal of a significant block of shares
Collapse the reportNotification of the Company exceeding the 10 percent threshold of shares in CNT S.A.
The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Company") informs that today, i.e. on 24 June 2020, it has received information from Millennium Dom Maklerski S.A. about the result of the assignment and allocation of offers submitted by the Company's shareholders in response to the offer to buy back the Company's own shares announced by the Company on 16 June 2020 (current reports no. 20/2020), pursuant to which:
a total of 159 offers were submitted, covering a total of 7,596,604 shares in the Company,
the average allocation rate was 14.48%,
the average reduction rate was 85.52%.
The Issuer indicates that the information on the total number of offers submitted and the average allocation and reduction rate is preliminary and may change if additional information is provided by the Brokerage House. If the final number of offers and the rate of allocation and reduction differ significantly from the initial values presented above, the Issuer will provide such information in the mode of the next current report.
According to information obtained from the Brokerage House, an intermediary in the buy-back of own shares, the expected date of purchase and settlement of the purchase of shares is 25 June 2020.
Legal basis: Article 17(1) MAR - confidential information.
Collapse the reportWith reference to current report no. 17/2020, the Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Issuer", the " Company") hereby informs that on 16 June 2020 it adopted a resolution on the adoption and publication of the Offer for the Buyback carried out under the authorization granted by resolution no. 7 of the Ordinary General Meeting of Centrum Nowoczesnych Technologii S.A. adopted on 9 June 2020.
Acting on the basis of Resolution No. 7 of the Ordinary General Meeting of the Company of 9 June 2020 on authorizing the Company's Management Board to repurchase shares issued by the Company (the so-called own shares), adopted under Art. 362 § 1 point 8 and Art. 396 § 5 of the Code of Commercial Companies and Partnerships and Resolution No. 6 of the Ordinary General Meeting of the Company of 9 June 2020 concerning the allocation of the Company's net profit for 2019 to the reserve capital created for the repurchase of the Company's outstanding shares for redemption and for the costs of their repurchase from the amounts which, under Art. 348 § 1 of the Commercial Companies Code may be intended for division among the shareholders of the Company and Art. 362 § 2 of the Commercial Companies Code, the Management Board of CNT S.A. adopted the Offer for the repurchase of the Company's shares in the wording constituting an appendix to this report and decided to make it public.
Millennium Dom Maklerski S.A. with its registered office in Warsaw is an intermediary in the conduct and settlement of the Company's Buyback Offer.
Legal basis: Article 17(1) MAR - confidential information.
Collapse the reportShare Purchase Offer CNT S.A.
Centrum Nowoczesnych Technologii S.A. (the 'Company') hereby submits the list of shareholders holding at least 5% of the number of votes at the Ordinary General Meeting of Shareholders of CNT S.A. on 9 June 2020 (the „OGM') with the number of votes each of them is entitled to and the indication of their percentage share in the total number of votes at the OGM and in the share capital of the Company.
On 9 June 2020, 5,854,031 shares (out of the total number of 8,500,000 shares in the Company), representing 68.87% of the share capital and giving a total of 5,854,031 votes at the Ordinary General Meeting of the Company were represented at the Ordinary General Meeting of the Company.
List of shareholders holding at least 5% of the votes at the AGM:
1. FIP 11 FIZ Aktywów Niepublicznych held 4 723 340 shares and the same number of votes at the OGM, which constituted 80.69% of votes at the OGM and 55.57% of the total number of votes in the Company and the same share in the Company's share capital;
2. Multico sp. z o.o. held 466,232 shares and the same number of votes at the OGM, which constituted 7.96% of votes at the OGM and 5.49% of the total number of votes in the Company and the same share in the Company's share capital;
3. Mr. Zbigniew Jakubas held 335,512 shares and the same number of votes at the OGM, which constituted 5.73% of votes at the OGM and 3.95% of the total number of votes in the Company and the same share in the Company's share capital;
Legal basis: Article 70 (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 2019, item 623, as amended).
Collapse the reportCentrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec hereby provides below the content of the resolutions adopted at the Ordinary General Meeting of CNT S.A. on 9 June 2020 (hereinafter also: the "OGM") together with the results of votes on individual resolutions:
RESOLUTION NO 1
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the election of the Chairman of the Ordinary General Meeting of CNT S.A.
§ 1
Ordinary 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 Ms Katarzyna Kozińska as the Chairperson of the Ordinary General Meeting of Shareholders.--------------------------------------------------------------
§ 2
The resolution shall enter into force upon its adoption.------------------------------------------------
The Chairperson stated that in a secret ballot a total of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------
- 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) votes were cast for the resolution,-------------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 2
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the adoption of the agenda of the Ordinary General Meeting of CNT S.A.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A., seated in Sosnowiec, adopts the following agenda: ----------------------------------
1. Opening of the meeting and election of the Chairperson of the Ordinary General Meeting. --------
2. Statement of the correctness of convening the Ordinary General Meeting and its ability to adopt resolutions. ----------------------
3. Adoption of the agenda. ---------------------------------------------------------------------------
4. Consideration and adoption of a resolution on the approval of the financial statement of CNT S.A. and the report on activities of CNT S.A. for the financial year 2019.
5. Consideration and adoption of a resolution on the approval of the consolidated financial statement of the CNT Capital Group and the report on the activities of the CNT Capital Group for the financial year 2019.
6. Consideration and adoption of a resolution on the approval of the report of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. on its activity in 2019, taking into account the work of the Audit Committee, with a brief assessment of the Company's situation, including the internal control system and the significant risk management system, as well as an assessment of the Company's compliance with information obligations concerning the application of corporate governance. -----------------
7. Adoption of a resolution on the distribution of profit for the financial year 2019.
8. Adoption of a resolution to authorise the Company's Management Board to repurchase shares issued by the Company (the so-called Buy-back). -------------------------------------------
9. Adoption of a resolution on granting the President of the Management Board of the Company a vote of acceptance for the discharge of his duties in the financial year 2019.
10. Adoption of resolutions on granting a vote of acceptance to members of the Company's Supervisory Board for the discharge of their duties in the financial year 2019.
11. Adoption of a resolution on the remuneration policy of the Management Board and Supervisory Board of CNT S.A.
12. Closing of the meeting. ------------------------------------------------------------------------------------
§ 2
The resolution shall enter into force upon its adoption.------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5,854,031 (five million eight hundred and fifty-four thousand and thirty-one) votes were cast for the resolution,--------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 3
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the approval of the financial statements of the Company and the report on the activities of the Company for the financial year 2019.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393(1) and Art. 395 § 2(1) of the Commercial Companies Code of 20 September 2000, Art. 53(1) of the Accounting Act of 29 September 1994 and § 14(1)(1) of the Company's Articles of Association, resolves to approve the report on the activities of Centrum Nowoczesnych Technologii S.A. for the financial year 2019 and the financial statement of Centrum Nowoczesnych Technologii S.A. for the financial year 2019. -------------------------------------------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5,854,031 (five million eight hundred and fifty-four thousand and thirty-one) votes were cast for the resolution,--------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 4
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020.
on the approval of the consolidated financial statement of the CNT Capital Group and the report on the activities of the CNT Capital Group for the financial year 2019.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 395 § 5 of the Commercial Companies Code of 20 September 2000 and Art. 63 c item 4 of the Accounting Act of 29 September 1994, resolves to approve the report on the activities of CNT Capital Group for the financial year 2019 and the consolidated financial statement of CNT Capital Group for the financial year 2019. -----------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5,854,031 (five million eight hundred and fifty-four thousand and thirty-one) votes were cast for the resolution,--------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 5
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the approval of the report of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. on its activity in 2019, taking into account the works of the Audit Committee, together with a brief assessment of the Company's situation, including the internal control system and the significant risk management system, as well as an assessment of the Company's fulfilment of its information obligations concerning the application of corporate governance.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. seated in Sosnowiec, acting pursuant to Art. 395 § 5 of the Act of 20 September 2000 of the Commercial Companies Code in connection with § 14 par. 1 item 2) of the Company's Articles of Association, approves the Report of the Supervisory Board of CNT S.A. on its activity for the financial year 2019 together with a brief assessment of the Company's situation, including the assessment of the internal control system and the significant risk management system and the assessment of the Company's fulfilment of the information obligations concerning the application of corporate governance.
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5,738,031 (five million seven hundred and thirty-eight thousand and thirty-one) votes were cast for the resolution,----------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,-----------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 6
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the distribution of profit for the financial year 2019.
§ 1
1. The Ordinary General Meeting of Shareholders of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to art. 395 § 2 point 2) of the Act of 20 September 2000 of the Commercial Companies Code, resolves to allocate the Company's net profit for the financial year 2019 in the amount: PLN 22,344,384.24 (in words: twenty-two million three hundred forty-four thousand three hundred eighty-four and 24/100) for the reserve capital allocated for the purchase of the Company's own shares for redemption and for the costs of their buy-back. ------------------------
2. The reserve capital, referred to in sec. 1 of this resolution, intended to cover the total price of the Company's buy-back , was created pursuant to art. 362 § 1 item 8 of the Commercial Companies Code in the amount of PLN 22,344,384.24 (in words: twenty two million three hundred forty four thousand three hundred eighty four and 24/100), from the amounts which, under art. 348 § 1 of the Commercial Companies Code, may be allocated for distribution among the Company's shareholders. --------------------------
§ 2
The resolution shall enter into force upon its adoption. -----------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- 5.648.531 (five million six hundred forty-eight thousand five hundred thirty-one) votes were cast for the resolution,-
- 89,500 (eighty nine thousand five hundred) votes were cast against the resolution,-------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,-----------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 7
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on authorising the Management Board of the Company to repurchase shares issued by the Company (the so-called buy-back)
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to art. 362 § 1 item 8 and art. 396 § 5 of the Commercial Companies Code, resolves as follows: -------
§ 2
1. The General Meeting authorizes the Management Board to repurchase, in the name and on behalf of the Company, own shares in a total number not exceeding 1,100,000 (say: one million one hundred thousand) shares, i.e. 12.94 % (say: twelve and ninety-four hundredth per cent) of the Company's share capital, with the total nominal value not exceeding PLN 4,400,000 (say: four million four hundred thousand), by 25 June 2020, but not longer than until the funds allocated for the buy-back have been exhausted. ---------------------------
2. Only fully covered shares may be repurchased. ----------------------------
3. The price of the repurchased shares will be the same for all shareholders and will amount to PLN 20 ( say: twenty) per 1 (say: one) share. -------------------------------------
4. The total repurchase price of own shares under this authorization, increased by the costs of their buy-back, may not be higher than the reserve capital established for this purpose by a relevant resolution of this General Meeting. -----------------------------
5. The own shares repurchased by the Company may be used only for redemption. ----
§ 3
Shares may be repurchased on a regulated market or outside a regulated market. ----------
§ 4
The Company's Management Board shall be entitled to take all factual and legal actions to implement the provisions of this resolution in order to carry out the buy-back of the Company's own shares for the purpose of redemption. ---------------------------
§ 5
The resolution shall enter into force upon its adoption. ---------------------------------------------------------
The Chairperson stated that in an open vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5.648.531 (five million six hundred forty-eight thousand five hundred thirty-one) votes were cast for the resolution,-
- 89,500 (eighty nine thousand five hundred) votes were cast against the resolution,
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,
accordingly, the resolution was adopted. ----------------------------------------------------------
RESOLUTION NO 8
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on granting a vote of acceptance to a Member of the Management Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Mr Jacek Taźbirek, President of the Management Board, in the financial year 2019. ---------------------------------------------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that the total of 5,830,535 (five million eight hundred and thirty thousand five hundred and thirty-five) valid votes were cast out of 5,830,535 (five million eight hundred and thirty thousand five hundred and thirty-five) shares of the Company, which constitutes 68.59% (sixty-eight and fifty-nine hundredth per cent) of all shares, including:
- 5,830,535 (five million eight hundred and thirty thousand five hundred and thirty-five) were cast for the resolution,---
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was adopted. ----------------------------------------------------------
Mr. Jacek Taźbirek did not take part in the vote.--------------------------------------------------------
RESOLUTION NO 9
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on granting a vote of acceptance to a Member of the Supervisory Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Ms Ewa Danis, the President of the Supervisory Board, in the financial year 2019. ----------------------------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:
- 5,738,031 (five million seven hundred and thirty-eight thousand and thirty-one) votes were cast for the resolution,----------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,-----------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 10
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020.
on granting a vote of acceptance to a Member of the Supervisory Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Mr. Waldemar Dąbrowski, the Vice-President of the Supervisory Board, in the financial year 2019. ---------
§ 2
The resolution shall enter into force upon its adoption. -----------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- za uchwałą oddano 5.738.031 (pięć milionów siedemset trzydzieści osiem tysięcy trzydzieści jeden) głosów,-------------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- oddano 116.000 (sto szesnaście tysięcy) głosów „wstrzymujących”,------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 11
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on granting a vote of acceptance to a Member of the Supervisory Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Ms Katarzyna Kozińska, the Secretary of the Supervisory Board of the Company, in the financial year 2019. ----------------------------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- 5,738,031 (five million seven hundred thirty-eight thousand thirty-one) votes were cast for the resolution,--------------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast”,---------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 12
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020.
on granting a vote of acceptance to a Member of the Supervisory Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Mr Rober Mirosław Sołek, Member of the Supervisory Board of the Company, in the financial year 2019. ------------------
§ 2
The resolution shall enter into force upon its adoption. -----------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- 5,738,031 (five million seven hundred thirty-eight thousand thirty-one) votes were cast for the resolution,--------------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,-----------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 13
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020.
on granting a vote of acceptance to a Member of the Supervisory Board of the Company.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec, acting pursuant to Art. 393 (1) and Art. 395 § 2 (3) of the Commercial Companies Code of 20 September 2000 and § 14 (1) (3) of the Company's Articles of Association, hereby acknowledges the fulfilment of duties by Mr Adam Świetlicki vel Węgorek, Member of the Supervisory Board of the Company, in the financial year 2019. ------------------
§ 2
The resolution shall enter into force upon its adoption. ------------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- 5,738,031 (five million seven hundred thirty-eight thousand thirty-one) votes were cast for the resolution,--------------------------
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 116,000 (one hundred and sixteen thousand) "abstentions" were cast,-----------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
RESOLUTION NO 14
OF THE ORDINARY GENERAL MEETING OF CNT S.A.
with its seat in Sosnowiec, Partyzantów 11
of 9 June 2020
on the adoption of the Remuneration Policy for the Management Board and Supervisory Board of CNT S.A.
§ 1
Ordinary General Meeting of the company under the name: Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as "the Company"), acting pursuant to art. 90 d section 1 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (hereinafter referred to as "the Act") decides to adopt the Remuneration Policy for the Management Board and Members of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. (hereinafter referred to as the "Remuneration Policy") in the wording attached hereto. --------------------------------
§ 2
The Ordinary General Meeting of the Company, acting on the basis of Article 90d section 7 of the Act, authorizes the Supervisory Board of the Company to specify the elements of the Remuneration Policy.
§ 3
The resolution shall enter into force upon its adoption. -----------------------------------------------------
The Chairperson stated that in a secret vote 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) valid votes were cast out of 5,854,031 (five million eight hundred and fifty-four thousand thirty-one) shares of the Company, representing 68.87% (sixty-eight and eighty-seven hundredth per cent) of all shares, including:---------------------------------------------
- 5,854,031 (five million eight hundred and fifty-four thousand and thirty-one) were voted for the resolution,-
- 0 (zero) votes were cast against the resolution,--------------------------------------------------------
- 0 (zero) abstentions were cast,----------------------------------------------------------------------------
accordingly, the resolution was passed. ----------------------------------------------------------
The Ordinary 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 with respect to the resolutions put to vote during the Ordinary General Meeting of Shareholders.
Due to the adoption by the OGM of resolutions No. 6 and No. 7, the draft resolution on the distribution of profit (for the payment of dividends) was not put to a vote as it was not subject to subject matter.
Legal basis: § 19 section 1 item 6, item 7, item 8 and item 9 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information to be published 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).
Collapse the reportAppendix No. 1 to Resolution No. 14 of the OGM of CNT S.A. - Remuneration Policy of the Management Board and Supervisory Board of CNT S.A.