Current reports

With reference to the current report No. 20/2018 dated 10 April 2018 on convening the Extraordinary General Meeting of CNT S.A. for 7 June 2018 ("EGM"), the Board of Management of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter "the Company") hereby announces that in the Annex to the aforementioned report the Board of Management of Centrum Nowoczesnych Technologii S.A. there was an obvious writing mistake on the part of the writer which consists in indicating 7 June 2017 as the date of the Extraordinary General Meeting, whereas the correct date of the Extraordinary General Meeting, as indicated in the content of the appendix, is 7 June 2018. In view of the above, the Company encloses the content of the notice on convening the Extraordinary General Meeting, corrected in the scope specified above. In the remaining scope, the announcement on convening the Extraordinary General Meeting, as well as the second appendix to the aforementioned current report, including draft resolutions, have not been changed.                            

Legal basis: Article 56 sec. 1 point 2(b) of the Act on Public Offering - current and periodical information.

With reference to current report No. 23/2017, the Board of Management of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (the "Issuer", or the "Company") hereby announces that on 10 April 2018 the Supervisory Board of the Company, acting pursuant to § 18 section 1 point 11 of the Company's Articles of Association adopted a resolution on a partial amendment to the resolution of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. of 12 May 2017, referred to in the aforementioned current report (the "Resolution"), in such a way that the scope of this Resolution covers the audit of the separate and consolidated financial statements of CNT S.A. for the years 2017 and 2018 and a review of the separate and consolidated financial statements for the first half of 2017 and 2018.

At the same time, the Supervisory Board authorised the Board of Management of the Company to adapt an agreement with the audit firm selected on the basis of the amended Resolution to the provisions of the resolution of today, in such a way that it shall also cover a review and an audit of all the Company's financial statements for 2018, respectively.

Adopting an amending resolution, the Supervisory Board took into account a  recommendation of the Audit Committee, functioning within the Supervisory Board of the Company, in which the Audit Committee has made a positive assessment of the independence of the audit firm if the term of the agreement is extended. The Audit Committee has approved and authorised BDO to carry out activities, other than the audit , in the form of including in the review of semi-annual financial statements for 2018.

In connection with the above, the deadline for the Issuer's cooperation with BDO Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, Postępu 12, 02-676 Warsaw, entered by the National Council of Statutory Auditors on the list of audit firms under number 3355 (hereinafter referred to as the "BDO") has been extended to 2018, as the entity authorized to audit and review the Company's financial statements for 2017 and 2018.

The original agreement with BDO shall be adjusted to include also the audit of the separate and consolidated financial statements of CNT S.A. for 2018 and a review of the separate and consolidated financial statements of CNT S.A. for the first half of 2018 and it shall be extended for the period of performance of its subject. An amendment to the aforementioned resolution of the Supervisory Board was made in accordance with the binding regulations.

The Issuer used the services of BDO in the scope of audit of annual separate and consolidated financial statements and a review of semi-annual separate and consolidated financial statements for 2006, 2007, 2008, 2009, 2010, 2011, 2013, 2014 and for the first half of 2017 and for 2017.

Specific legal basis: § 5 sec. 1 item 19 in connection with § 25 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions for recognising as equivalent information required by the law of a non-Member State (i.e. Journal of Laws of 2014, item 133, as amended).

The Board  of Management of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as the „Company"), acting pursuant to Article 399 § 1, Article 400 § 1, Article 402 (1) § 1 and § 2 and Article 402 (2) of the Commercial Companies Code, and in connection with the motion of the Company Shareholder of  27 March 2018, submitted pursuant to Article 91section 5, in connection with  Article 91 section 4 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 of 2018, item 512) (Current Report No 13/2018), hereby convenes the Extraordinary General Meeting of CNT S.A. (hereinafter referred to as the "Extraordinary General Meeting" or "EGM") for 7 June 2018, at 2 pm, at the Company's registered office in Sosnowiec, Partyzantów 11, with the following agenda:

1. Opening of the meeting and election of the Chairman of the Extraordinary General Meeting.
2. Confirmation that the Extraordinary General Meeting has been duly convened and is capable of adopting resolutions.
3. Adoption of the agenda.
4. Adoption of a resolution on the elimination of the dematerialization of the Company's shares and their withdrawal from trading on the regulated market operated by the Warsaw Stock Exchange,
5. Adoption of a resolution on determining the entity incurring the costs of convening and holding the Extraordinary General Meeting of Shareholders of the Company.
6. Closing of the meeting.

The full text of the announcement on convening the Extraordinary General Meeting of the Company and the content of the draft resolutions to be presented to the Extraordinary General Meeting of CNT S.A. convened for 7 June 2018 are appendices to this report, as well as they have been published on the Company’s website at: www.cntsa.pl  together with other materials needed for this Extraordinary General Meeting of CNT S.A.

Legal basis: § 38 section 1 point 1 and point of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions for recognising as equivalent information required by the law of a non-Member State (i.e. Journal of Laws 2014, item 133, as amended)

The Board of the Management of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (the "Issuer") announces that in connection with the sales of electricity by the subsidiary GET EnTra Sp. o.o. (The "Subsidiary") on 10 April 2018, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 30.03.2018 to 10.04.2018 amounted to PLN 104,398.21 thous. The aforementioned amount includes, among others purchase and sales of electricity and gas with a delivery date during the period from 31.03.2018 to 31.12.2019. The transaction with the highest value contained in the aforementioned period was a package of deals of 09.04.2018 including the purchase and sales of electricity with a total value of PLN 45,041.74 thous. with a delivery date during the period from 10.04.2018 to 31.12.2019.

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 gas fuels 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.

In reference to the Current Report No 14/2018 and 16/2018, the Board of Management of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (hereinafter referred to as the “Issuer", the “Company”) hereby announces that today the Board of Management was informed by its subsidiary, Centrum Nowoczesnych Technologii Spółka Akcyjna sp.k. (hereinafter: the "Subsidiary") about concluding an agreement (a notarial deed) with the Representative of the State Treasury represented by the Mayor of the City of Kraków on the rights of the county by the Subsidiary, on the basis of the protocol of negotiations and the ordinance of the Mayor of the City of Kraków of 4 April 2018. The agreement hereof, for remuneration of PLN 5,382,002.75 transferred to the State Treasury, among others, changes the purpose of the perpetual usufruct right to the property, on which the first stage of the Nowa 5 Dzielnica investment is executed.

The agreement provides, inter alia, that:

• the purpose of the property for residential and service purposes is changed, with the primary purpose being the residential one,
• in accordance with the change of the purpose, a percentage rate of the annual fee for perpetual usufruct of the aforementioned property is changed to 1%, starting from 2019,
• the Subsidiary waived all claims against the State Treasury for reimbursement of the remuneration paid on account of changing the content of the perpetual usufruct right to the property,
• within 7 days of concluding the agreement, the State Treasury shall submit a statement to the District Court in Kraków, I Civil Department (the District Court) on withdrawal of the action for termination of the perpetual usufruct agreement along with renunciation of claim and a statement of withdrawal of the motions filed with the District Court for Kraków Podgórze in Kraków, IV Land and Mortgage Register Department for disclosure of the State Treasury's claim in connection with the submitted lawsuit for termination of the perpetual usufruct agreement.

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

The Board of Management of Centrum Nowoczesnych Technologii Spółka Akcyjna based in Sosnowiec (the "Issuer", "the Company") informs that after the completion of partial data aggregation on 5 April 2018, the subsidiary Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa ("the Subsidiary") informed the Issuer on the results of sales of apartments within the development investment Nowa 5 Dzielnica in Krakow.

The Issuer explains that the sales process within the aforementioned investment was launched in March 2017.

The Issuer informs that in the first quarter of 2018 the Subsidiary concluded 75 development agreements for the sale of apartments.

In addition, as of 31 March 2018, the Company was a party to 96 reservation agreements for the sale of apartments that require conversion into development contracts.

The Issuer explains that the number of units that will be recognized in the Group's financial result for the period from 1 January to 31 March 2018 will be 0 because in accordance with the accounting policy of Centrum Nowoczesnych Technologii Spółka Akcyjna spółka komandytowa, the Subsidiary considers that the transfer of risks, control and benefits shall take place upon signing the notarial deed transferring ownership of the property purchased. At the moment of recognition of sales revenue, the subsidiary recognizes the cost of production of the premises, reducing finished goods in proportion to the share of the premises sold in the total area of a particular type of premises.

The Subsidiary has not entered into any final agreement transferring ownership of the property nor released any residential or service premises in the first quarter of 2018.

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

In reference to the Current Report No 14/2018, the Board of Management of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (hereinafter referred to as the “Issuer", the “Company") hereby announces that today it has received information from its subsidiary, Centrum Nowoczesnych Technologii Spółka Akcyjna sp.k. (hereinafter: the "Subsidiary") about the receipt on the same day a decision of the District Court in Kraków, 1st Civil Division (the "District Court") on granting a collateral for the future claim of the State Treasury – the Mayor of the City of Kraków for termination of the right of perpetual usufruct of real estate, where the Subsidiary runs the Nowa 5 District investment project by entering in Section III of the Land and Mortgage Register maintained for the aforementioned property by the District Court, was received. real estate by the District Court for Kraków-Podgórze in Kraków, IV Land and Mortgage Register Department, warning of a claim by the State Treasury - the Mayor of the City of Kraków, consisting in a demand for termination of the perpetual usufruct of the aforementioned property by Subsidiary

The District Court set a 14-day period for the State Treasury to institute an action against the Subsidiary, the Mayor of the City of Kraków, commencing on the date of delivery of the decision in question.

In its Current Report no. 14/2018, the Issuer informed about filing of the lawsuit by the State Treasury, represented by the Mayor of the City of Kraków, and about the agreement concerning concluding a settlement agreement resulting in its withdrawal, among others.

Due to the fact that on 29 March 2018 the Subsidiary accepted the terms and conditions of the settlement presented by the Mayor of the City of Kraków (which it received on 28 March 2018) and applied for implementation of procedures allowing for a formal conclusion of the settlement in the shortest possible time, the aforementioned collateral of the claim established in favour of the State Treasury - the Mayor of the City of Kraków against the Subsidiary shall no longer have any purpose at the moment of withdrawal of the action.

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 of electricity by the subsidiary GET EnTra Sp. o.o. (The "Subsidiary") on 29 March 2018, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 24.03.2018 to 29.03.2018 amounted to PLN 128,152.23 thous. The aforementioned amount includes, among others purchase and sales of electricity and gas with a delivery date during the period from 25.03.2018 to 31.12.2019. The transaction with the highest value contained in the aforementioned period was a package of deals of 26.03.2018 including the purchase and sales of electricity with a total value of PLN 36,724.34 thous. with a delivery date during the period from 27.03.2018 to 31.12.2019.

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 gas fuels 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.

The Board of Management of Centrum Nowoczesnych Technologii Spółka Akcyjna with its registered office in Sosnowiec (hereinafter referred to as the “Issuer", the “Company") hereby announces that today it has received information from its subsidiary, Centrum Nowoczesnych Technologii Spółka Akcyjna sp.k. (hereinafter: the "Subsidiary") on receiving from the Subsidiary a statement of claim filed by the State Treasury, represented by the Mayor of the City of Krakow (the "Claimant"), with the District Court in Kraków, Section I, Civil Law, for termination of the right of perpetual usufruct, where the value of the object of dispute was determined by the Claimant at the amount of PLN 36,381,315.

On 28 March 2018, the Subsidiary received a proposal from the Mayor of the City of Kraków to conclude a settlement regulating disputable issues, according to which, the content of the perpetual usufruct agreement for the real property on which the Subsidiary is currently implementing the first stage of the development project Nowa 5 Dzielnica will be changed for remuneration in the amount of PLN 5 382 002.75 by setting new objectives of this right as a housing and service agreement.

According to the received settlement proposal, the Subsidiary shall waive all claims against the State Treasury for reimbursement of the remuneration paid for the change in the right of perpetual usufruct, and the concluded settlement (agreement) shall be the basis for the State Treasury to submit a statement on withdrawal of the action for termination of the right of perpetual usufruct together with the waiver of the claim.

Today, the Subsidiary accepted the presented terms of the settlement and requested implementation of procedures allowing for a formal conclusion of the settlement as soon as possible. A statement to that effect has been delivered to the Mayor of the City of Krakow today.

Accordingly, the action filed against the Subsidiary becomes devoid of purpose.

Legal basis: Article 17(1) MAR - Confidential information

Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter referred to as "the Company", "CNT S.A.") hereby announces that on 27 March 2018 received a request to convene an Extraordinary General Meeting of Shareholders of the Company and to include particular matters in the agenda, pursuant to the Article 400 § 1 of the Commercial Companies Code, from FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw and Mr Zbigniew Jakubas together with the subsidiaries, i.e. Multico Sp. z o.o. with its registered office in Warsaw, Wartico Invest Sp. z o.o., with its registered office in Warsaw, Energopol Warszawa S.A. with its registered office in Warsaw and Energopol Trade S.A. with its registered office in Warsaw (the Applicant) holding shares in the Company representing at least 1/20 of the share capital of the Company, with the following wording:

„REQUEST FOR CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF CENTRUM NOWOCZESNYCH TECHNOLOGII S.A. WITH ITS REGISTERED OFFICE IN SOSNOWIEC

Applicant: FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw and Mr Zbigniew Jakubas together with their subsidiaries, i.e. Multico Sp. z o.o. with its registered office in Warsaw, Wartico Invest Sp. z o.o. with its registered office in Warsaw, Energopol Warszawa S.A. with its registered office in Warsaw and Energopol Trade S.A. with its registered office in Warsaw, representing at least 1/20 of the share capital of Centrum Nowoczesnych Technologii S.A. (the "Company"), pursuant to the Article 400 § 1 of the Commercial Companies Code, requests that the Extraordinary General Meeting of Shareholders of the Company be convened with the agenda including the following items:

1)       Adoption of a resolution on the abolition of the dematerialisation of the Company's shares and their withdrawal from trading on the regulated market operated by the Warsaw Stock Exchange,

2)      Adoption of a resolution on determining an entity bearing the costs of convening and holding the Extraordinary General Meeting of Shareholders of the Company.

Taking into consideration the fact that on 24 January 2018 FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych with its registered office in Warsaw and Mr Zbigniew Jakubas together with their subsidiaries, i.e. Multico Sp. z o.o. with its registered office in Warsaw, Wartico Invest Sp. z o.o. with its registered office in Warsaw, Energopol Warszawa S.A. with its registered office in Warsaw and Energopol Trade S.A. with its registered office in Warsaw  announced a tender offer to subscribe for the sale of 3,112,158 (in words: three million one hundred and twelve thousand one hundred and fifty eight) shares of the Company in accordance with the requirement set forth in 91 section 3 of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies ("the Act"), the Applicant requests that an Extraordinary General Meeting of Shareholders of the Company be convened.

The attached draft resolutions in this respect are submitted herein.

Resolution No []

of the Extraordinary General Meeting of the Company

Centrum Nowoczesnych Technologii S.A.

of [...] 2018

on elimination of the dematerialization of the Company's shares and their withdrawal from trading on the regulated market operated by the Warsaw Stock Exchange S.A.

Pursuant to Article 91sec. 4 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 in Journal of Laws of 2016, item 1639) ("Act on Public Offering"), the following is hereby adopted:

§ 1.

1)   The Extraordinary General Meeting of the Company hereby resolves to abolish dematerialization of all the shares of the Company registered in the National Depository for Securities ("NDS") and admitted and introduced to trading on the regulated market of the Warsaw Stock Exchange ("WSE"), i.e.:

a) 255,000 (in words: two hundred and fifty-five thousand) series A shares;

b) 255,000 (in words: two hundred and fifty-five thousand) series BI shares;

c) 510,000 (in words: five hundred and ten thousand) Series BII shares;

d) 400,000 (in words: four hundred thousand) series C shares;

e) 700,000 (in words: seven hundred thousand) series D shares;

f) 100,000 (in words: one hundred thousand) series E shares;

g) 6,870,000 (in words: six million eight hundred and seventy thousand) series F shares

the total of 9,090,000 (in words: nine million ninety thousand) shares with a par value of PLN 4.00 (in words: four zloty) per share and a par value of PLN 36,360,000.00 (in words: thirty six million three hundred and sixty thousand) , designated by NDS with ISIN PLERGPL00014 code (the "Shares") by means of restoring a form of a document.

2)   The Extraordinary General Meeting of Shareholders herby resolves to delist the Shares from trading on the regulated market operated by the WSE.

§ 2

The Extraordinary General Meeting of the Company authorizes and obliges the Board of Management of the Company to:

a) submit to the Polish Financial Supervision Authority pursuant to Art. 91 sec. 1 of the Act on Public Offering, a motion to grant a permission to reinstate the Shares in a form of a document (abolition of dematerialization), and

b) take all factual and legal actions necessary to restore the form of the Shares and withdraw them from trading on the regulated market operated by the WSE, in particular to take all necessary factual and legal actions in this respect before the Polish Financial Supervision Authority, the Polish NDS and the WSE.

§ 3

 The Resolution shall come into force on the day of its adoption, with the reservation that the abolition of dematerialization of the Company's shares mentioned in § 1 hereof and the withdrawal from trading of the Shares designated by NDS with ISIN PLERGPL00014 code on the regulated market operated by the WSE shall take place within a period to be specified in the permission issued by the Polish Financial Supervision Authority to restore a form of a document to the aforementioned Shares of the Company.

Resolution No []

of the Extraordinary General Meeting of the Company

Centrum Nowoczesnych Technologii S.A.

of [...] 2018

on determining the entity bearing costs of convening and holding the Extraordinary General Meeting of Shareholders of the Company

Acting pursuant to art. 400 § 4 of the Commercial Companies Code, the Extraordinary General Meeting of Shareholders hereby resolves that the costs of convening and holding the Extraordinary General Meeting of Shareholders shall be borne by [….].”

The Board of Management of CNT S.A. will inform in a separate current report about convening the Extraordinary General Meeting, whose agenda will include the items above.

Legal basis: Article 17(1) MAR - Confidential information