Legal basis: Article 56(1)(2) of the Act on Offering - current and periodic information.
The Management Board of Centrum Nowoczesnych Technologii S.A. with its registered office in Sosnowiec (hereinafter: the "Company" or the "Issuer") announces that on 21 February 2023 the Company received correspondence in the Court Register Portal system containing a decision on the registration of amendments to the Company's Articles of Association issued by the District Court Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register (hereinafter: the "Court"). On 21 February 2023, the Court registered the amendments resulting from: Resolution No. 3 of the Extraordinary General Meeting of the Company's Shareholders of 10 November 2022 on redemption of the Company's own shares, reduction of the Company's share capital as a result of redemption of the Company's own shares and amendment of the Company's Articles of Association, and Resolution No. 4 of the Extraordinary General Meeting of the Company's Shareholders of 10 November 2022 on amendment of the Company's Articles of Association to include changes resulting from amendments to the provisions of the Commercial Companies Code, of which the Company informed in the Current Report No. 58/2022.
The Court registered a reduction in the Company's share capital from PLN 29,600,000.00 (twenty nine million six hundred thousand zlotys) to PLN 27,560,540.00 (twenty seven million five hundred sixty thousand five hundred forty zlotys), i.e. by by PLN 2,039,460 (two million thirty-nine thousand four hundred and sixty zlotys) through the redemption of 509,865 (five hundred and nine thousand eight hundred and sixty-five) of the Company's own series F shares with a nominal value of PLN 4 (four) each, constituting 6.89% of the total number of votes at the Company's General Meeting, dematerialised and marked by the National Depository for Securities with the code PLERGPL00014.
Following the registration of the share capital reduction, the Company's share capital consists of 6,890,135 shares. The number of votes at the Company's General Meeting resulting from all issued shares of the Company is now 6,890,135.
Following the Court's registration of the amendment to the Issuer's Articles of Association:
- § 9(1) of the Company's Articles of Association received the following wording:
"§ 9.
The share capital of the Company amounts to PLN 27,560,540 (twenty-seven million five hundred sixty thousand five hundred forty) and is divided into:
- 255,000 (two hundred and fifty-five thousand) series A ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 255,000 (two hundred and fifty-five thousand) series BI ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 510,000 (five hundred and ten thousand) series BII ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 400,000 (four hundred thousand) series C ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 700,000 (seven hundred thousand) series D ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 100,000 (one hundred thousand) series E ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each,
- 4,670,135 (four million six hundred and seventy thousand one hundred and thirty-five) series F ordinary bearer shares with a nominal value of PLN 4.00 (four) zlotys each.".
- in §21 of the Company's Articles of Association, sections 7-9 are added with the following wording:
"7. The Management Board shall provide the Supervisory Board, at its request, with information on:
1) resolutions of the Management Board and their subject matter;
2) the situation of the company, including its assets, as well as significant circumstances in the conduct of the company's affairs, in particular in the operational, investment and HR matters;
3) progress in the implementation of the set directions of the company's activities, whereby it should indicate deviations from the previously set directions, at the same time providing justification for the deviations;
4) transactions and other events or circumstances which materially affect or may affect the company's assets, including its profitability or liquidity;
5) changes to information previously provided to the Supervisory Board, if such changes materially affect or may affect the company's situation.
8. The fulfilment of the obligations referred to in §21 (7) of the Articles of Association shall include information in the possession of the Management Board concerning subsidiaries and associated companies.
9. The information referred to in §21 (7) and (8) of the Articles of Association shall be provided at the times, in the form and in the manner agreed upon between the Management Board and the Supervisory Board.".
Please find attached the consolidated text of the Company's Articles of Association incorporating the above amendments.
Legal basis: § 5(1) and § 6 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 (Journal of Laws of 2018, item 757).
Collapse the report
