Current reports

With 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.

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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).

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Centrum 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).

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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.

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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.

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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.

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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).  

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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.

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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.

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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.

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