Current reports

Referring to Current Report No. 6/2019, the Management Board of Centrum Nowoczesnych Technologii S.A. (the "Issuer", the "Company") informs that on 5 June 2019 another loan agreement for the amount of PLN 5 million (the "Loan Agreement") was concluded between the Issuer (the "Lender") and Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "Subsidiary", the "Borrower"), i.e. a subsidiary of the Issuer.

The loan agreement does not contain any conditions on its suspension or termination, nor does it provide for contractual penalties or security. Other terms and conditions of the loan agreement do not differ from those commonly used in such agreements.

At the same time, the Issuer informs that in connection with granting the loan in question, the total value of the Subsidiary's receivables from the Issuer under all loans granted as of the date of drafting this current report amounts to PLN 37 million (the "Total Amount of Loans"). The Total Amount of the Loans is due to be repaid by 31 March 2020. The interest rate on all the loans is variable and amounts to WIBOR 3M (a three-month period) plus margin. Interest and commissions on all loans granted have been determined on an arm's length basis.

All the loans were granted to the Borrower as part of standard cash management tools at the Issuer's Capital Group level.

The Issuer is the sole general partner of the Borrower and is entitled to participate in the profits of the limited partnership in proportion to the value of the Issuer's contributions (51%).

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

The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Issuer", the "Company") hereby reports that on 3 June 2019 the Company received information that the Company's Supervisory Board, acting under § 18 section 1 item 11 of the Company's Articles of Association, having studied the recommendation of the Audit Committee of the Supervisory Board of Centrum Nowoczesnych Technologii S.A., pursuant to Article 17 section 10 of the Company's Articles of Association, adopted a resolution on the choice of the auditing firm, BDO spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Warsaw, entered on the list of entities authorised to audit financial statements (maintained by the National Chamber of Statutory Auditors) under No. 3355 (the "BDO", the "auditing company") to perform activities related to the financial audit of the financial statements of Centrum Nowoczesnych Technologii S.A. and entities belonging to the Capital Group of Centrum Nowoczesnych Technologii S.A. in 2019 and 2020.

At the same time, the Supervisory Board of the Company authorized the Issuer's Management Board to conclude an agreement with BDO. The agreement with the auditing firm will be concluded for the period of rendering the aforementioned services. The Company cooperated with BDO in 2017 and 2018, respectively.

The audit firm was selected in accordance with applicable regulations and professional standards, in particular in accordance with the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision and on the basis of the Issuer's internal regulations on the policy and procedure for selecting an audit firm.

Legal basis: other regulations.

Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company", the "Issuer", "CNT S.A.") informs that on 16 May 2019 the Company received, pursuant to Article 401 § 1 of the Commercial Companies Code, a motion from the Company's shareholder, i.e. FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw, holding shares of the Company representing at least 1/20 of the Company's share capital, so as to include certain items in the agenda of the Ordinary General Meeting of Shareholders convened for 6 June 2019 (hereinafter referred to as the "AGM"), with the following content:

" The Applicant: FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych, with its registered office in Warsaw (00-232), Ciasna 6, NIP: 1070026092, entered into the register of investment funds kept by the District Court in Warsaw, VII Civil Registration Department, under number RFI 856, REGON: 146685890, hereinafter referred to as the "FIP 11", represented by Fundusze Inwestycji Polskich Towarzystwo Funduszy Inwestycyjnych Spółka Akcyjna with its registered office in Warsaw,  Ciasna 6, 00-232 Warsaw, entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS No. 252364, NIP 1070005368, which holds at least 1/20 of the share capital of Centrum Nowoczesnych Technologii S.A. (the "Company"), under the Art. 401 § 1 of the Commercial Companies Code, requests that the agenda of the Ordinary General Meeting of Shareholders convened for 6 June 2019 should include an item concerning the adoption of a resolution on authorizing the Management Board to acquire its own shares for redemption. 

Under the provisions of Art. 401 § 1 sentence 4 of the Commercial Companies Code, the Shareholder presents a draft resolution within the scope of the proposed point:

Resolution No. [...] of the Ordinary General Meeting of the Company

Centrum Nowoczesnych Technologii S.A.

dated [...] 2019

on the authorization of the Management Board to purchase the Company's own shares for their redemption

§1

The Ordinary General Meeting of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec, acting pursuant to Article 362 § 1 point 8 of the Commercial Companies Code, hereby resolves to:

1) Grant consent and authorize the Management Board of the Company to repurchase its own shares for redemption, representing not more than [...]% of the Company's share capital, i.e. [...] shares of [...] series with a nominal value of PLN [...] each (the "Own Shares"), provided that the Company shall acquire its Own Shares under the following conditions:

a) The Management Board's authorization to repurchase the Company's Own Shares is effective as of [...] and shall last no longer than until [...] (the "Repurchase Period"),

b) Remuneration for Own Shares shall be paid from the supplementary capital created from profit or any other amount which, under Art. 348 § 1 of the Commercial Companies Code, may be allocated for distribution, provided that the total amount which the Company shall allocate for the acquisition of its Own Shares shall not exceed PLN [...],

c) The Own Shares will be repurchased outside the regulated market by one or more invitations to tender for the sale of Own Shares addressed to all shareholders of the Company (the "Redemption Offer"),

d) The Company's Own Shares may be acquired directly by the Company or by the investment firm,

e) The purpose of share repurchasing is to redeem them and subsequently reduce the Company's share capital, as specified in Art. 359 of the Polish Companies Act.

2) The share repurchase price in a given Buy-Back Offer will be the same for all the Shareholders. The Management Board is authorised to purchase up to PLN [...] for 1 Own Share. 

3) The invitation to submit offers for the sale of the Company's shares in each Repurchase Offer will be addressed to the Shareholders in a generally accessible manner, in particular via the website.

4) In order to redeem Own Shares, immediately after the expiry of the Share Repurchase Period, the Company's Management Board shall convene the Company's General Meeting with the agenda including at least adoption of resolution(s) on redemption of Own Shares and reduction of the Company's share capital as a result of redemption of Own Shares and an amendment to the Company's Articles of Association.

§2

1) The Management Board shall repurchase Shares with equal access of the Shareholders to the exercise of the right to sell the Shares. In particular, each shareholder, in response to an invitation to tender for the sale of shares, shall be able to submit an offer to sell all the Company's shares that he/she is entitled to. If the number of shares offered by the Shareholders is higher than the number of shares determined by the Company's Management Board in a given Repurchase Offer, the share repurchase shall be based on the principle of proportional reduction of the submitted offers and shall be rounded down to the nearest integer.

2) The Management Board of the Company is hereby authorised to take all factual and legal actions necessary to repurchase the Company's Shares for their redemption under this resolution.

3) The Management Board may resign or terminate the share repurchase before the expiry of the authorization period, prior to reaching the maximum number of Own Shares or before the amount referred to in § 1 Sec. 1 (b) above is reached.

§3

This Resolution shall come into force upon its adoption. 

With regards to the above motion of the entitled shareholder of the Company, the Issuer presents below the planned agenda of the Ordinary General Meeting of Shareholders amended by adding a new item 10, taking into account the motion of the aforesaid shareholder

The OGM agenda changed as follows:

1. Opening of the debates and election of the Chairman of the Ordinary General Meeting.
2. Confirmation that the Ordinary General Meeting has been properly convened and is capable of adopting resolutions.
3. Approval of the agenda.
4. Consideration and adoption of the resolution on the approval of the financial statements of CNT S.A. and the report on the activities of CNT S.A. for the financial year 2018.
5. Consideration and adoption of the resolution on the approval of the consolidated financial statements of the CNT Capital Group and the report on the activities of the CNT Capital Group for the financial year 2018.
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 activities for the financial year 2018.
7. Adoption of a resolution on the distribution of profit for the financial year 2018.
8. Adoption of resolutions on granting a discharge to Members of the Management Board of the Company for the performance of their duties in the financial year 2018.
9. Adoption of resolutions on granting a discharge to members of the Company's Supervisory Board in respect of the performance of their duties in the financial year 2018.
10. Adoption of a resolution on authorizing the Management Board to repurchase the Company's shares for redemption.
11. Closing of the meeting.

The draft resolution concerning the new item 10 of the agenda will be presented during the Ordinary General Meeting of Shareholders in the wording presented above by the entitled shareholder.

Legal basis: Art. 56 sec. 1 item 2 of the Act on Public Offering - periodic and ongoing 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 6 June 2019 at 10:00 a.m. in Sosnowiec at Partyzantów 11, at the registered office of the Company, with the following agenda:

1. Opening of the debates and election of the Chairman of the Ordinary General Meeting.
2. Confirmation that the Ordinary General Meeting has been properly convened and is capable of adopting resolutions.
3. Approval of the agenda.
4. Consideration and adoption of the resolution on the approval of the financial statements of CNT S.A. and the report on the activities of CNT S.A. for the financial year 2018.
5. Consideration and adoption of the resolution on the approval of the consolidated financial statements of the CNT Capital Group and the report on the activities of the CNT Capital Group for the financial year 2018.
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 activities for the financial year 2018.
7. Adoption of a resolution on the distribution of profit for the financial year 2018.
8. Adoption of resolutions on granting a discharge to Members of the Management Board of the Company for the performance of their duties in the financial year 2018.
9. Adoption of resolutions on granting a discharge to members of the Company's Supervisory Board in respect of the performance of their duties in the financial year 2018.
10. 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 (among others, resolutions and reports of the Supervisory Board of CNT S.A.), 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 Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter the "Company", "CNT S.A.") hereby informs that today, i.e. 7 May 2019, it adopted a resolution on recommending to the Ordinary General Meeting of CNT S.A. the distribution of the Company's net profit achieved in 2018, in the amount of PLN 6,139,472.34, allocating the amount of PLN 5,454,000.00 for the payment of dividends to the Company's shareholders, which means that the proposed dividend per one share of the Company will amount to PLN 0.60.

At the same time, the Management Board of CNT S.A. proposed to set 1 July 2019 as the dividend day and 29 July 2019 as the dividend payment day.

In addition, the Management Board of the Company recommended that the remaining amount of PLN 685,472.34 be allocated to the Company's reserve capital.

The Management Board of CNT S.A. will present the resolution in question recommending the method of profit distribution for the opinion of the Supervisory Board of the Company.

The final decision on the distribution of profit for 2018 and the payment of dividend will be made by the Company's Ordinary General Meeting.

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

With reference to current report no. 3/2019 of 25 January 2019, the Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec hereby informs that the date of publication of the separate and consolidated annual report for 2018, whose original date of publication was 26 April 2019, has been changed.

The new date of publication of the Separate Annual Report of CNT S.A. for the year 2018 (R) and the Consolidated Annual Report of the CNT Capital Group for the year 2018 (RS) will be 24 April 2019.

Other dates of publication of periodical reports in 2019, indicated in the current report No. 3/2019 do not change.

Legal basis: § 80 section 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state - consolidated text: Journal of Laws of 2010 No. 3/2019. 2018 item 757.

Management Board of Centrum Nowoczesnych Technologii S.A. (the "Issuer", the "Company") hereby informs that on 3 April 2019 a loan agreement (the "Loan Agreement") was concluded between the Issuer (the "Lender") and Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "Subsidiary", the "Borrower"), i.e. a subsidiary of the Issuer, for the amount of PLN 20 million. The loan agreement does not contain any conditions precedent or termination, nor does it provide for contractual penalties or collateral. Other terms and conditions of the loan agreement do not differ from those commonly used in such agreements.

At the same time, the Issuer reports that in connection with the loan in question, the total value of the Subsidiary's receivables from the Issuer under all loans granted as of the date of this current report amounts to PLN 32 million (the "Total Amount of Loans"). The Total Amount of Loans is due to be repaid by 31 March 2020. The interest rate on all the loans is variable and amounts to WIBOR 3M (three months) plus margin. Interest and commissions on all loans granted have been determined on an arm's length basis.

All loans were granted to the Borrower as part of standard cash management tools at the Issuer's Capital Group level.

The Issuer is the sole general partner of the Borrower and is entitled to the share in the profits of the limited partnership in proportion to the value of the Issuer's contributions (51%).

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

The Management Board of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (the "the Issuer", the "Company") hereby reports that, following the aggregation of partial data on 1 April 2019, the subsidiary Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa (the "subsidiary") has provided the Issuer with information on the results of sales of premises and apartments as part of the Nowa 5 Dzielnica development project in Krakow.

The Issuer explains that the sales process under the aforementioned investment started in March 2017.

The Issuer reports that in the first quarter of 2019 the subsidiary company concluded 74 development contracts for the sale of apartments and 1 contract transferring the ownership of service premises.

Furthermore, as of 31 March 2019, the subsidiary was a party to 29 reservation agreements for the sale of apartments, which require transformation into development agreements.

The Issuer explains that the number of premises which will be recognized in the Group's financial result for the period from 1 January to 31 March 2019 will amount to 1 (one service premises). In accordance with the accounting policy of Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa, a subsidiary recognizes that the transfer of risks, controls and benefits takes place at the moment of signing the notarial deed transferring ownership to the purchased real estate. Upon recognition of revenue from 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.

In the first quarter of 2019, the Subsidiary concluded 1 contract for the final transfer of ownership of real estate (one service premises).

Legal basis: Art. 17 sec. 1 MAR - confidential information.

Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec informs that on 21 November 2018 it received information from FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw (FIP 11) about an increase in the total number of votes in the Company by more than 1%, submitted pursuant to Article 69 sec. 2 point 2 of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to organised trading and on public companies (consolidated text: Journal of Laws 2018, item 512, as amended), as follows:

"Acting pursuant to Article 69 sec. 1 point 1 and Article 69 sec. 2 point 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies" of 29 July 2005, Journal of Laws No. 184 item 1539 (the "Act"), I hereby inform you that as a result of the transaction of purchase of 113,404 shares of Centrum Nowoczesnych Technologii S.A. (the "Company") by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych carried out on 15 February 2019, FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych reached a share of the total number of votes in the Company exceeding 50% and the total number of votes of the Company represented by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in accordance with the agreement referred to in Article 87 sec. 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under the Act, i.e. Multico Sp. z o.o.., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. increased the total number of votes in the Company by over 1 %.

As a result of the transaction referred to above, FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych holds 4,609,652 shares, which give right to 4,609,652 votes, which represents 50.71% of the share capital of the Company while the FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych and entities acting in agreement referred to in Article 87 section 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under the Act, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. z o.o. hold 6,740,611 shares giving the right to 6,740,611 votes, which constitutes 74.15 % of 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 and entities acting in agreement referred to in Article 87 section 1 point 5 of the Act, i.e. Zbigniew Jakubas together with the subsidiaries under 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 6,627,207 shares in total, constituting 72.91 % of the share capital of the Company. The shares held jointly entitled to exercise 6,627,207 votes at the General Meeting and accounted for 72.91% of the total number of votes.

FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych declares that there are no subsidiaries under provisions of the Act. The subsidiaries of Zbigniew Jakubas that are also 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: Article 70 (1) of the Act on Public Offering - acquisition or disposal of a significant block of shares.

Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the "Company" or the " Issuer") hereby publishes fixed dates of publication of periodic reports in the financial year 2019:

I. Quarterly reports:

Consolidated extended quarterly report for Q1 2019 - 24 May 2019.

Consolidated extended quarterly report for Q3 2019 - 22 November 2019.

II. The semi-annual report:         

Consolidated extended semi-annual report for the first half of 2019 - 30 August 2019.

III. Annual reports:             

Non-consolidated annual report for the year 2018 - 26 April 2019.

Consolidated annual report of the Capital Group for 2018 - 26 April 2019.

At the same time, acting on the basis of § 79 (2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state - consolidated text: Journal of Laws of 2009, no. 1. 2018 item 757 (hereinafter referred to as the "Regulation"), the Issuer informs that it will not publish a quarterly report and a consolidated quarterly report for Q4 2018 and Q2 2019.

The Company also declares as follows:

• pursuant to § 62 sections 1 and 2 of the Regulation, the Issuer, as the parent company, will publish consolidated quarterly reports for Q1 and Q3 2019 containing quarterly financial information of the parent company and will not publish separate individual quarterly reports for those reporting periods;

• pursuant to § 62 sections 3 and 5 of the Regulation, the Issuer, as the parent company, will not publish a separate semi-annual report, therefore the Issuer will include an abridged semi-annual financial report of the parent company in the consolidated semi-annual report for the first half of 2019 together with the auditor's review report and abridged additional information.

Legal basis: § 80 (1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a non-member state may be recognised as equivalent - consolidated text: Journal of Laws of 2018, item 757.