Current reports

Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Company", the “CNT S.A.”) informs that on 9 June 2020 The Annual General Meeting of CNT S.A. (the “OGM”) adopted of the resolution No. 6 on the distribution of profit for the financial year 2019 and the resolution No. 7 to authorise the Company’s Management Board to repurchase shares issued by the Company (the so-called buy-back).

Ordinary General Meeting of CNT S.A. decided to allocate the Company's net profit for the financial year 2019 in the amount of: PLN 22 344 384.24 (say: twenty two million three hundred forty four thousand and three hundred eighty four zloty and 24/100) for the reserve capital intended for the repurchase shares issued by the Company for redemption and on the costs of their acquisition. The reserve capital referred to above was created on the basis of art. 362 § 1 item 8 of the Commercial Companies Code from the amounts which, pursuant to art. 348 § 1 of the Commercial Companies Code may be allocated for distribution to the Company's shareholders.

In resolution No. 7, the OGM authorized 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 shares, i.e. 12.94 % of the Company's share capital, with the total nominal value not exceeding PLN 4,400,000 by 25 June 2020, but not longer than until the funds allocated for the buy-back have been exhausted. Only fully covered shares may be repurchased. The price of the repurchased shares will be the same for all shareholders and will amount to PLN 20 per 1 share.

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. The own shares repurchased by the Company may be used only for redemption.

Shares may be repurchased on a regulated market or outside a regulated market. 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.

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

The Board of the Management of 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 3 June 2020, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 19.02.2020 to 03.06.2020 amounted to PLN 129,520.50 thous. The aforementioned amount includes, among others purchase and sales of electricity and natural gas with a delivery date during the period from 20.02.2020 to 31.12.2021. The transaction with the highest value contained in the aforementioned period was a package of deals of 06.05.2020 including the purchase and sales of electricity with a total value of PLN 10,219 thous. with a delivery date during the period from 07.05.2020 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 and natural gas 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.

With reference to current report no. 8/2020, the Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec today obtained information from the subsidiary Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "Subsidiary”, the "Seller") that on 14 May 2020 the Subsidiary received a confirmation of receipt dated on 8 May 2020 by Lew Invest spółka z o.o. (the "Buyer") that the Subsidiary has withdrawn from 6 preliminary sales agreements concluded on 20 February 2020 with the Buyer, in total 173 residential units, 2 service premises together with shares in the common property and shares in the joint ownership of garages as part of the Nowa 5 Dzielnica investment in Kraków.

The reason for the withdrawal was the Buyer's failure to perform on time the obligations indicated in the aforementioned preliminary sale agreements, i.e. failure to pay the cash benefits agreed upon by the Parties for all or part of the prices indicated in the aforementioned preliminary agreements by 30 April 2020. 

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

The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company", "CNT S.A."), acting pursuant to the Article 399 § 1 in connection with the Article 395, Article 402 (1) § 1 and § 2 and Article 402 (2) of the Commercial Companies Code, hereby convenes the Ordinary General Meeting of Shareholders of CNT S.A. (hereinafter: the "Ordinary General Meeting" or the "AGM") on 9 June 2020 at 12:00 a.m. in Sosnowiec at Partyzantów 11, at the registered office of the Company, with 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 the 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 CNT Capital Group and the report on the activities of 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, including the work of the Audit Committee, together with a brief assessment of the Company's performance, 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.
7. Adoption of a resolution on the distribution of profit for the financial year 2019.
8. Adoption of a resolution on authorising the Company's Management Board to repurchase shares issued by the Company (the so-called own shares).
9. Adoption of a resolution on granting the President of the Company's Management Board a vote of acceptance for the performance 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 performance of their duties in the financial year 2019.
11. Adoption of a resolution on the adoption of the CNT S.A. Management Board and Supervisory Board remuneration policy.
12. Closing of the meeting.

The content of the notification on convening the Ordinary General Meeting, the content of draft resolutions of the Ordinary General Meeting and the documents which are to be the subject of the Ordinary 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).  

The Management Board of S.A. Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the 'Company', 'CNT S.A.') informs that on 12 May 2020 it adopted a resolution to address the Ordinary General Meeting of Shareholders of the Company (the 'AGM' or the 'General Meeting') with a recommendation to allocate the generated net profit indicated in the Company's financial statement for 2019 in the amount of PLN 22,344,384.24 primarily for the purchase by CNT S.A. of its own shares for the repurpose of their redemption (buy-back), and in case of failure to adopt a resolution by the AGM in this respect, for the payment of dividend.

In view of the above, the Company's Management Board recommends adopting by the General Meeting of Shareholders of CNT S.A. a resolution on the allocation of the profit for 2019 in the amount of PLN 22,344,384.24 to the reserve capital allocated for the repurchase of the Company's own shares for the purpose of their redemption and for the costs of their repurchase as well as granting the Management Board the authorization to repurchase CNT S.A.'s own shares for the purpose of their redemption. The Company's Management Board recommends that the invitation to submit share sales offers should be addressed to all the Company's shareholders. If the General Meeting takes into account the above mentioned recommendation of the Management Board, the detailed conditions of the repurchase will be defined in the resolution of the General Meeting (among others, the price at which own shares will be repurchased and the date of repurchase of own shares). The Company's Management Board is of the opinion that the repurchase of own shares for redemption purposes is in the interest of the Shareholders of CNT S.A. and will not bring about any negative consequences for the Company.

If the General Meeting of Shareholders does not adopt the aforementioned resolution, the Management Board of the Company recommends that the Ordinary General Meeting of Shareholders adopt a resolution on the allocation of the Company's net profit for 2019 in the amount of PLN 22,344,384.24 so that this profit:

a) in the amount of PLN 22,100,000.00 will be allocated for the payment of dividend to shareholders, in the amount of PLN 2.60 per share;

b) the remaining amount of PLN 244,384.24 will be allocated to the Company's supplementary capital.

As a dividend date, the Management Board recommends 18 June 2020, and as a dividend payment date 30 June 2020.

The amount allocated for payment to the shareholders is covered by the Company's financial assets as of the day of the resolution, allowing the Company to finance its further operations.

At the same time, the Company informs that in accordance with Art. 382 § 3 of the Commercial Companies Code, the Management Board of CNT S.A. will present the resolution in question recommending the method of distribution of the Company's profit for 2019 to the Supervisory Board for its opinion.

The final decision on the distribution of the profit of CNT S.A. for 2019 will be made by the Ordinary General Meeting of the Company.

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

With reference to the current report no. 7/2020, the Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the "Issuer", the "Company") hereby informs that on May 5, 2020  Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the 'Subsidiary') received information about the deletion from Section IV of the Land and Mortgage Register, one of the properties of the Subsidiary, of the entry on granting security for the claims of KCI S.A. with its registered office in Kraków (the 'Plaintiff') against the Subsidiary by establishing a compulsory mortgage on the properties of the Subsidiary indicated in the decision of the District Court in Katowice.The basis for the deletion of the aforementioned entry was the decision of 08.03.2020 issued by the Referendary of the District Court for Kraków - Podgórze in Kraków, IV Land and Mortgage Register Department, on the rejection of the application of KCI S.A. for a compulsory mortgage entry, as well as a letter of KCI S.A. to that Court withdrawing the application for a mortgage entry.

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

The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter: the 'Issuer', the 'Company') informs that on 22 April 2020, the Company received information provided by a subsidiary, i.e. Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (hereinafter referred to as the 'Ordering Party') that on 22 April 2020 they concluded with the Consortium composed of: THINK PROJECT MANAGEMENT Spółka z ograniczoną odpowiedzialnością with its registered office in Rzeszów - Leader of the Consortium and FIRMA KAMIENIARZ TADEUSZ MODLIŃSKI with its registered office in Kielce – a Consortium member (hereinafter referred to as the "Contractor") a general contracting agreement for the B6 multi-family residential building including accompanying infrastructure, the second stage of the Nowa 5 Dzielnica investment in Krakow, in a manner ensuring that the Contractor, on behalf of the Ordering Party, obtains a final and unconditional decision on the permission to use the building that is the subject of the agreement (the Agreement).

For execution of the subject of the agreement, the Contractor will receive a lump sum remuneration, which amounts to PLN 19,897 thousand net, increased by the VAT due, at a rate consistent with the applicable regulations.

The Contractor is obliged to start construction works not later than 1 June 2020. The Contractor is obliged to complete the subject of the agreement by 17 November 2021.

Other terms and conditions of the contract, including guarantees granted to the Ordering Party, the method of securing the execution of the agreement by the Contractor, conditions of withdrawal from the agreement, contractual penalties and payment terms do not differ from those commonly used and characteristic for this type of agreements.

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

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 14.04.2020, 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 first quarter of 2020 its Subsidiary concluded 215 development and preliminary agreements for the sale of residential premises and commercial premises. Cumulatively, in the first quarter of 2020, the Subsidiary concluded 10 agreements transferring the ownership of residential premises.

Moreover, as of 14 April 2020, the Subsidiary was a party to 16 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 31 March 2020 will amount to 10 units (10 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.

The Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its seat in Sosnowiec informs that in the current report no. 2/2020 there was a mistake in the number of the apartments sold in 2019 and recognized in the financial result of CNT Group in the period from 1 January 2019 to 31 December 2019.

The report says:

"In 2019 the subsidiary concluded a total of 121 agreements transferring the ownership of residential premises and 7 agreements transferring the ownership of commercial premises. (...) 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 2019 to 31 December 2019 will amount to 128 units (121 apartments and 7 commercial premises)".

and it should say:

"In 2019 the subsidiary concluded a total of 124 agreements transferring the ownership of residential premises and 7 agreements transferring the ownership of commercial premises. (...) 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 2019 to 31 December 2019 will amount to 131 units (124 apartments and 7 commercial premises)".

Below is the correct content of Current Report No. 2/2020 after the aforementioned amendment:

“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). In 2019 the subsidiary concluded a total of 124 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 which will be recognized in the financial result of the CNT Group for the period from 1 January 2019 to 31 December 2019 will amount to 131 units (124 apartments and 7 commercial premises)

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.”

Legal basis: § 15 section 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

Referring to current report no. 64/2018 and 67/2018 on the conclusion by GET EnTra sp. z o.o. with its registered office in Warsaw (hereinafter: the "Subsidiary") with PKO BP S.A. (hereinafter referred to as the "Bank") of the framework agreement on bank guarantees, the Management Board of Centrum Nowoczesnych Technologii S.A. (the 'Issuer', the 'Company') informs that on 06 March 2020 it received a statement signed by the Bank and the Issuer (acting as Guarantor) on both parties changing the amount of the guarantee granted by the Issuer for the Subsidiary's liabilities resulting from guarantees issued by the Bank under the framework agreement (hereinafter: the 'Statements'). Under the Statement, the value of the guarantee granted by the Issuer for the Subsidiary's liabilities was reduced from approximately PLN 14.7 million to approximately PLN 6.6 million, while the guarantee is still valid up to 150% of the bank guarantee, i.e. up to a maximum of approximately PLN 9.8 million.

The guarantee granted by the Issuer on general terms and conditions constitutes security for possible claims of the Bank against the Subsidiary by virtue of the bank guarantee issued by the Bank to the Warsaw Commodity Clearing House in the amount of about PLN 6.6 million, extended until 26 March 2021.

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