Current reports
Centrum Nowoczesnych Technologii S.A. (the "Company") hereby provides the list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Shareholders of CNT S.A. on 16 July 2017 (the "EGM") indicating the number of votes held by each of them proportionally to the number of shares and an indication of their percentage in the total number of votes at the EGM and the share capital of the Company.
At the Extraordinary General Meeting of the Company on 16 July 2017 a total of 5,948,339 shares were represented (out of a total number of 9,090,000 shares in the Company), accounting for 65.44% of the share capital and entitling to a total of 5,948,339 votes at the EGM.
A list of shareholders holding at least 5% of votes at the EGM:
1. FIP 11 FIZ Non-Public Assets held 3,383,511 shares and the same number of votes at the EGM, which accounted for 56.88% of votes at the EGM and represent 37.22% of the share capital of the Company;
2. Multico Sp. o.o. held 614,890 shares and the same number of votes at the EGM, which accounted for 10.34% of votes at the EGM and represent 6.76% of the share capital of the Company;
3. Wartico Invest Sp. o.o. held 509,109 shares and the same number of votes at the EGM, which accounted for 8.56% of votes at the EGM and represent 5.60% of the share capital of the Company;
4. Energopol-Warszawa S.A. held 464,519 shares and the same number of votes at the |EGM, which accounted for 7.81% of votes at the EGM and represent 5.11% of the share capital of the Company;
5. Mr. Zbigniew Jakubas held 442,490 shares and the same number of votes at the EGM, which accounted for 7.44% of votes at the EGM and represent 4.88% of the share capital of the Company;
6. FIP 12 FIZ Non-Public Assets held 420,872 shares and the same number of votes at the EGM, which accounted for 7.08% of votes at the EGM and represent 4.63% of the share capital of the Company;
Legal basis: Art. 70 section 3 of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to organized trading system and on public companies (unified text: Journal of Laws 2016, item 1639).
Collapse the reportCentrum Nowoczesnych Technologii S.A. based in Sosnowiec hereby passes below the resolutions adopted at the Extraordinary General Meeting of the CNT S.A. on 16 July 2017, together with the results of voting on the resolutions.
RESOLUTION nr 1
of EXTRAORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 16th JuLY 2017
in case of the election of the Chairman of Extraordinary General Meeting of CNT S.A
§ 1
Extraordinary General Meeting of the company called: CNT S.A. with a seat in Sosnowiec, acting on pursuant to art. 409 § 1 of the Code of Commercial Companies elects Mr Andrzeja Leganowicza as the Chairperson of Ordinary General Meeting
§ 2
The Resolution shall enter into force on the date of its adoption.
The President of the Management Board stated that in secret voting there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine )valid votes out of 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) of the shares of the Company, which constitutes 65,44% (sixty-five and forty-four hundredths of per cent of the shares in share capital of the Company, including:
- there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) votes FOR the resolution,
-0 (zero) votes AGAINST the resolution,
- 0 (zero) ‘abstained’ votes
as a result of which the resolution no. 1 was adopted.
RESOLUTION NR 2
of EXTRAORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 16th July 2017
in case of approval of the agenda of Extraordinary General Meeting of CNT S.A.
§ 1
Extraordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, approves of the following agenda:
- Opening of the meeting and the election of the Chairperson of Extraordinary General Meeting.
- Verification that the Extraordinary General Meeting was property convened and its capability to adopt valid resolutions.
- Adoption of the agenda.
- Adoption Resolution No. 3 on the amendment (revision) to the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017.
- Closing of the meeting.
§ 2
The Resolution shall enter into force on the date of its adoption
The Chairman stated that in secret voting there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) valid votes out of 5.948.339 five million nine hundred and forty eight thousand three hundred and thirty-nine) of the shares of the Company, which constitutes 65,44% (sixty-five and forty-four hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) votes FOR the resolution,
-0 (zero) votes AGAINST the resolution,
- 0 (zero) ‘abstained’ votes
as a result of which the resolution no. 2 was adopted.
RESOLUTION NR 3
of EXTRAORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 16th July 2017
on amendment (revision) to the resolution No. 6 of the Ordinary General Meeting
of 13 June 2017
§ 1
The Extraordinary General Meeting of Shareholders of CNT S.A. based in Sosnowiec, acting pursuant to Art. 398 and Art. 348 § 1 in conjunction with Art. 396 § 5 of the Commercial Companies Code, hereby amends the resolution No. 6 of the Annual General Meeting of CNT S.A. of 13 June 2017 in the following way:
1. in § 1 sec. 2, the amount of dividend paid by the Company changes from the amount of the reserve capital to the amount of PLN 1,818,000, which constitutes PLN 0.20 per share (as a result of the amendment, the total amount paid by the Company shall be PLN 1,818,000, which is PLN 0.20 per share ); therefore, § 1 sec. 2 is replaced by the following wording:
„2.Pay the dividend in the amount of PLN 1,818,000.00 (say: one million eight hundred eighteen thousand zloty and 00/100), which constitutes PLN 0.20 (say:twenty grosz) per share of CNT S.A. from the reserve capital.”
2. Remaining content of the resolution No. 6 of the Annual General Meeting of CNT S.A. dated 13 June 2017, in particular the dividend day and the date of its payment, are unchanged.
3. The Extraordinary General Meeting of Shareholders of the company with an official name CNT S.A. based in Sosnowiec authorizes the Board of Management of the Company to perform all legal and factual actions, in particular , immediately inform the National Depository for Securities S.A. ("KDPW") about the situation in order to implement this resolution.
§ 2
The Resolution shall enter into force on the date of its adoption
The Chairman stated that in secret voting there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) valid votes out of 5.948.339 five million nine hundred and forty eight thousand three hundred and thirty-nine) of the shares of the Company, which constitutes 65,44% (sixty-five and forty-four hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.948.339 (five million nine hundred and forty eight thousand three hundred and thirty-nine) votes FOR the resolution,
-0 (zero) votes AGAINST the resolution,
- 0 (zero) ‘abstained’ votes
as a result of which the resolution no. 3 was adopted.
The Extraordinary General Meeting did not depart from considering any of the points in the Agenda and there were no objections raised in respect of any resolution.
Legal basis: § 38 item 1 pt. 7-9 of Minister of Finance Regulation of 19th Feb 2009 in case of current and periodic information conveyed by the issuers of the securities and the conditions of regarding information as equivalent and required by the law regulations of the country not being a member country (the consolidated text The Journal of Laws 2014 item 133, with further amendments).
Collapse the report
Centrum Nowoczesnych Technologii S.A. based in Sosnowiec informs that the Extraordinary General Meeting of Shareholders of CNT S.A. on 16 July 2017, acting pursuant to Art. 398 and Art. 348 § 1 in conjunction with Art. 396 § 5 of the Commercial Companies Code passed Resolution No. 3 on the amendment (revision) to the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017.
The Extraordinary General Meeting of CNT S.A. decided to pay a dividend of PLN 1,818,000.00 (say: one million eight hundred eighteen thousand zlotys and 00/100), which represents PLN 0.20 per share of CNT S.A. from the reserve capital. The remaining part of the content of the resolution No. 6 of the Ordinary General Meeting of CNT S.A. dated 13 June 2017, about which the Issuer informed in the current report no. 27/2017, in particular the dividend day and the date of its payment have not been changed.
Extraordinary General Meeting of Shareholders of the company under an official name CNT S.A. based in Sosnowiec also authorized the Board of Management of the Company to perform all legal and factual actions, in particular to inform the National Depository for Securities S.A. ("KDPW") about the situation immediately in order to implement this resolution.
Legal basis: Article 17 (1) MAR - confidential information.
Collapse the reportCentrum Nowoczesnych Technologii S.A. based in Sosnowiec informs that on 11 July 2017, it received information from FIP 11 Non-public Assets Closed-End Investment Funds with its registered office in Warsaw, transferred pursuant to Art. 69 sec. 2 pt. 2 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies [i.e. Law Gazette of 2016 pos. 1639, as amended] , with the following content:
Acting on the basis of Art. 69 sec. 2 point 2 of the Act. "Act on Public Offering and Conditions of the Introduction of Financial Instruments to Organized Trading and on Public Companies" of 29 July 2005, Law Gazette No. 184 pos. 1539 (the "Act"), I hereby inform that as a result of the transaction of acquisition by FIP 11 Non-public Assets Closed-End Investment Funds 42.500 shares of Centrum Nowoczesnych Technologii S.A. (the "Company") executed on 7 July 2017, the total number of votes of the Company represented by FIP 11 Non-public Assets Closed-End Investment Funds and entities acting under the agreement referred to in Art. 87 sec. 1 point 5 of the Act, i.e. FIP 12 Non-public Assets Closed-End Investment Funds and Zbigniew Jakubas and its subsidiaries, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. and Wartico Invest Sp. increased by more than 1% of the total number of votes in the Company, i.e. increased to 5,977,842 shares giving the right to 5,977,842 votes, what constitutes 65.76% of the share capital of Centrum Nowoczesnych Technologii S.A. and the same amount votes.
Prior to the aforementioned change FIP 11 Non-public Assets Closed-End Investment Funds and entities acting in the agreement referred to in Art. 87 sec. 1 point 5 of the Act , i.e. FIP 12 Non-public Assets Closed-End Investment Funds and Zbigniew Jakubas and its subsidiaries, i.e. Multico Sp. z o.o., Energopol Warszawa S.A., Energopol Trade S.A. And Wartico Invest Sp. with o.o. held a total of 5,935,342 shares, constituting 65.30% of the Company's share capital. The shares held entitled to exercise 5,935,342 votes in total at the General Meeting of Shareholders and constituted 65.30% of the total number of votes.
FIP 11 Non-public Assets Closed-End Investment Funds and FIP 12 Non-public Assets Closed-End Investment Funds hereby declare that there are no entities dependent on them within the meaning of the Act. Entities dependent on Zbigniew Jakubas, who are concurrently shareholders of the Company, are Multico Sp. With 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: Art. 70 pt. 1 of the Act on Public Offering.
Collapse the reportThe 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 July 2017, 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 second quarter of 2017 the Subsidiary concluded 74 development agreements for the sale of apartments.
In addition, as of 30 June 2017, the Company was a party to 11 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 30 June 2017 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.
As a result of the acquisition by the Subsidiary of a valid building permit for 4 residential and service buildings (A2, A3, A4 and A5) on 4 January 2017 (current report no. 2/2017) and the commencement of the investment, the Subsidiary has not entered into any final agreement transferring ownership of the property nor released any residential or service premises in the second quarter of 2017.
Legal basis: Article 17 (1) MAR - confidential information.
Collapse the reportThe Board of the Management of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (the "Issuer") announces that in connection with the sales of electricity and gas by the subsidiary GET EnTra Sp. o.o. (The "Subsidiary") on 26 June 2017, the total value of trading on the Polish Power Exchange S.A. (the "Exchange") in the period from 17.05.2017 to 26.06.2017 amounted to PLN 119,554 thous. The aforementioned amount includes, among others purchase and sales of electricity and gas with a delivery date during the period from 18.05.2017 to 31.12.2018. The transaction with the highest value contained in the aforementioned period was a package of deals of 02.06.2017 including the purchase and sales of electricity and gas with a total value of PLN 11,694 thous. with a delivery date during the period from 02 June 2017 to 30.09.2017.
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.
Collapse the report30/2017/K
Convening of the Extraordinary General Meeting of CNT S.A. on 16 July 2017 – a correction.
Due to the incorrect content of the document attached to the Report No. 30/2017, the Board of Management of Centrum Nowoczesnych Technologii S.A. submits below the content of the announcement about convening the Extraordinary General Meeting of CNT S.A. along with the correct content of the attachment to report No. 30/2017 entitled "Announcement about convening an Extraordinary General Meeting of CNT S.A.":
“The Board of Management of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec ("the Company") acting pursuant to Art. 398 in conjunction with Art. 399 § 1 and Art. 402 (1) and Art. 402 (2) of the Commercial Companies Code, hereby convenes the Extraordinary General Meeting of CNT S.A. (hereinafter referred to as the "Extraordinary General Meeting" or "EGM") on 16 July 2017, at 12:00 at the Company's registered office in Sosnowiec, Partyzantów 11, with the following agenda:
1. Opening of the session and election of the Chairman of the Extraordinary General Meeting.
2. Confirmation of correct convening the Extraordinary General Meeting and its capability to adopt resolutions.
3. Adoption of the agenda.
4. Adoption of a resolution on amendment (revision) to the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017.
5. Closing of the session.
Full text of the announcement about convening the Extraordinary General Meeting of Shareholders, the content of draft resolutions of the EGM, resolution of the Supervisory Board of CNT S.A. on the opinion of the Board of Management submitted for consideration by the Extraordinary General Meeting and other documents on the issues included in the agenda of the EGM are attached to this report.
Full text of the announcement about convening of the Extraordinary General Meeting of the Company, including documentation to be presented to the Extraordinary General Meeting of CNT S.A. convened on 16 July 2017, were also posted on the Company's website at www.cntsa.pl.
Justifying convening of the Extraordinary General Meeting of CNT S.A. the Board of Management of the Company informs that holding the meeting is dictated by the need to adjust the content of Resolution No. 6 adopted by the Annual General Meeting of CNT S.A. on 13 June 2017, referring to the amount intended for the Company’s shareholders’ dividends. According to Art. 396 § 1 of the Act of 15 September 2000 – the Commercial Companies Code [consolidated text: Law Gazette 2016 No. 0 item. 1578, as amended], ("the CCC"): "To cover the loss, reserve capital is required, where at least 8% of the profit for the financial year shall be transferred until such capital reaches at least one third of the share capital." At the same time, Art. 396 § 5 of the Commercial Companies Code states that "part of the reserve capital of one third of the share capital can be used only to cover the loss disclosed in the financial statement". Under the above provisions, the reserve capital of one-third of the share capital cannot be allocated to any purpose other than coverage of the loss. Hence, only a surplus of up to one-third of the share capital can be allocated to dividends to the shareholders, yet only in the portion resulting from voluntary deduction from the profit.
Taking into consideration the above, as well as the interest of the shareholders of the Company and its authorities, the Board of Management of CNT S.A. hereby decided to convene the Extraordinary General Meeting of CNT S.A. promptly, so that the EGM can adopt a resolution amending the resolution of the Ordinary General Meeting to the extent set for dividend payment, in such a way that the amount of dividend is determined in accordance with applicable laws.
The Board of Management of the Company suggests that the shareholders should adopt a resolution of the Extraordinary General Meeting of CNT S.A. on the amendment (revision) of the resolution No. 6 of the Ordinary General Meeting of 13 June 2017, as in the opinion of the Board of Management, payment of dividends allocated to distribution with a resolution on profit distribution, taken in violation of Art. 396 § 1 of the Commercial Companies Code, can consequently generate the liability of the Board of Management and shareholders in view of dilution of the reserve capital of the Company in a manner incompatible with the provisions of the law.
In connection with the above, the Extraordinary General Meeting of Shareholders of the Company was designated on 16 July 2017, at 12:00, i.e. twenty-six days before the date of the General Meeting (Article 402 (1) CCC § 2) as well as before the dividend payment date set forth in the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017 on 17 July 2017.
The Board of Management of CNT S.A. also draws attention to the fact that the draft resolution to be adopted at the Extraordinary General Meeting does not change the way in which profits are distributed, but only adjusts the amount to be paid to shareholders in order to remove the infringement and bring the reserve capital amount to the level consistent with law.
Detailed legal basis: § 38 sec. 1 point 1, 2 and 3 of Minister of Finance Regulation dated on 19th February 2009 in case of current and periodic information conveyed by the issuers of the securities and the conditions of regarding information as equivalent and required by the law regulations of the country not being a member country (the consolidated text The Journal of Laws 2014 item 133, with further amendments).
Collapse the reportAnnouncement of the Board of the Company on Extraordinary General Meeting of shareholders of CNT S.A.
Draft resolutions of Extraordinary General Meeting
Resolution Supervisory Board of EGM
Resolution Management Board of EGM
The Board of Management of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec ("the Company") acting pursuant to Art. 398 in conjunction with Art. 399 § 1 and Art. 402 (1) and Art. 402 (2) of the Commercial Companies Code, hereby convenes the Extraordinary General Meeting of CNT S.A. (hereinafter referred to as the "Extraordinary General Meeting" or "EGM") on 16 July 2017, at 12:00 at the Company's registered office in Sosnowiec, Partyzantów 11, with the following agenda:
1. Opening of the session and election of the Chairman of the Extraordinary General Meeting.
2. Confirmation of correct convening the Extraordinary General Meeting and its capability to adopt resolutions.
3. Adoption of the agenda.
4. Adoption of a resolution on amendment (revision) to the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017.
5. Closing of the session.
Full text of the announcement about convening the Extraordinary General Meeting of Shareholders, the content of draft resolutions of the EGM, resolution of the Supervisory Board of CNT S.A. on the opinion of the Board of Management submitted for consideration by the Extraordinary General Meeting and other documents on the issues included in the agenda of the EGM are attached to this report.
Full text of the announcement about convening of the Extraordinary General Meeting of the Company, including documentation to be presented to the Extraordinary General Meeting of CNT S.A. convened on 16 July 2017, were also posted on the Company's website at www.cntsa.pl.
Justifying convening of the Extraordinary General Meeting of CNT S.A. the Board of Management of the Company informs that holding the meeting is dictated by the need to adjust the content of Resolution No. 6 adopted by the Annual General Meeting of CNT S.A. on 13 June 2017, referring to the amount intended for the Company’s shareholders’ dividends. According to Art. 396 § 1 of the Act of 15 September 2000 – the Commercial Companies Code [consolidated text: Law Gazette 2016 No. 0 item. 1578, as amended], ("the CCC"): "To cover the loss, reserve capital is required, where at least 8% of the profit for the financial year shall be transferred until such capital reaches at least one third of the share capital." At the same time, Art. 396 § 5 of the Commercial Companies Code states that "part of the reserve capital of one third of the share capital can be used only to cover the loss disclosed in the financial statement". Under the above provisions, the reserve capital of one-third of the share capital cannot be allocated to any purpose other than coverage of the loss. Hence, only a surplus of up to one-third of the share capital can be allocated to dividends to the shareholders, yet only in the portion resulting from voluntary deduction from the profit.
Taking into consideration the above, as well as the interest of the shareholders of the Company and its authorities, the Board of Management of CNT S.A. hereby decided to convene the Extraordinary General Meeting of CNT S.A. promptly, so that the EGM can adopt a resolution amending the resolution of the Ordinary General Meeting to the extent set for dividend payment, in such a way that the amount of dividend is determined in accordance with applicable laws.
The Board of Management of the Company suggests that the shareholders should adopt a resolution of the Extraordinary General Meeting of CNT S.A. on the amendment (revision) of the resolution No. 6 of the Ordinary General Meeting of 13 June 2017, as in the opinion of the Board of Management, payment of dividends allocated to distribution with a resolution on profit distribution, taken in violation of Art. 396 § 1 of the Commercial Companies Code, can consequently generate the liability of the Board of Management and shareholders in view of dilution of the reserve capital of the Company in a manner incompatible with the provisions of the law.
In connection with the above, the Extraordinary General Meeting of Shareholders of the Company was designated on 16 July 2017, at 12:00, i.e. twenty-six days before the date of the General Meeting (Article 402 (1) CCC § 2) as well as before the dividend payment date set forth in the resolution No. 6 of the Ordinary General Meeting dated 13 June 2017 on 17 July 2017.
The Board of Management of CNT S.A. also draws attention to the fact that the draft resolution to be adopted at the Extraordinary General Meeting does not change the way in which profits are distributed, but only adjusts the amount to be paid to shareholders in order to remove the infringement and bring the reserve capital amount to the level consistent with law.
Detailed legal basis: § 38 sec. 1 point 1, 2 and 3 of Minister of Finance Regulation dated on 19th February 2009 in case of current and periodic information conveyed by the issuers of the securities and the conditions of regarding information as equivalent and required by the law regulations of the country not being a member country (the consolidated text The Journal of Laws 2014 item 133, with further amendments).
Collapse the reportAnnouncement of the Board of the Company on Extraordinary General Meeting of shareholders of CNT S.A.
Draft resolutions of Extraordinary General Meeting
Resolution Supervisory Board of EGM
Resolution Management Board of EGM
Centrum Nowoczesnych Technologii S.A. (the "Company") hereby provides the list of shareholders holding at least 5% of votes at the Ordinary General Meeting of Shareholders of CNT S.A. on 13 June 2017 (the "OGM") indicating the number of votes held by each of them proportionally to the number of shares and an indication of their percentage in the total number of votes at the OGM and the share capital of the Company.
At the Ordinary General Meeting of the Company on 13 June 2017 a total of 5,935,393 shares were represented (out of a total number of 9,090,000 shares in the Company), accounting for 65.30% of the share capital and entitling to a total of 5,935,393 votes at the OGM.
A list of shareholders holding at least 5% of votes at the OGM:
1. FIP 11 FIZ Non-Public Assets held 3,383,511 shares and the same number of votes at the OGM, which accounted for 57.01% of votes at the OGM and represent 37.22% of the share capital of the Company;
2. Multico Sp. z o.o. held 614,890 shares and the same number of votes at the OGM, which accounted for 10.36% of votes at the OGM and represent 6.76% of the share capital of the Company;
3. Wartico Invest Sp. z o.o. held 509,109 shares and the same number of votes at the OGM, which accounted for 8.58% of votes at the OGM and represent 5.60% of the share capital of the Company;
4. Energopol-Warszawa S.A. held 464,519 shares and the same number of votes at the OGM, which accounted for 7.83% of votes at the OGM and represent 5.11% of the share capital of the Company;
5. Mr. Zbigniew Jakubas held 442,490 shares and the same number of votes at the OGM, which accounted for 7.46% of votes at the OGM and represent 4.87% of the share capital of the Company;
6. FIP 12 FIZ Non-Public Assets held 420,872 shares and the same number of votes at the OGM, which accounted for 7.09% of votes at the OGM and represent 4.63% of the share capital of the Company;
Legal basis: Art. 70 section 3 of the Act of 29 July 2005 on public offer and conditions for introducing financial instruments to organized trading system and on public companies (unified text: Journal of Laws 2016, item 1639 with further amendments).
Collapse the reportCentrum Nowoczesnych Technologii S.A. based in Sosnowiec hereby passes below the resolutions adopted at the Ordinary General Meeting of the CNT S.A. on 13 June 2017, together with the results of voting on the resolutions.
RESOLUTION nr 1
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of the election of the Chairman of Ordinary General Meeting of CNT S.A
§ 1
Ordinary General Meeting of the company called: CNT S.A. with a seat in Sosnowiec, acting on pursuant to art. 409 § 1 of the Code of Commercial Companies elects Mr Andrzej Leganowicz as the Chairperson of Ordinary General Meeting
§ 2
The resolution comes into force upon its adoption.
The President of the Management Board stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 1 was adopted.
RESOLUTION NR 2
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of approval of the agenda of Ordinary General Meeting of CNT S.A.
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, approves of the following agenda:
- Opening of the meeting and the election of the Chairperson of Ordinary General Meeting.
- Verification that the Ordinary General Meeting was property convened and its capability to adopt valid resolutions.
- Adoption of the agenda.
- Reviewing and adopting the resolution in case of approval of financial statement of CNT S.A. and a report on the operations of CNT S.A. for the trading year 2016.
- Reviewing and adopting the resolution in case of approval of a consolidated financial report of a Corporate Group CNT S.A. and a report from the operations of a Corporate Group CNT S.A. for the trading year 2016.
- Reviewing and adopting a resolution in case of approval of the report of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. from their operations in the year 2016.
- Passing a resolution in case of applying profits for the trading year 2016.
- Passing resolutions in case of acknowledgment of the fulfilment of duties for the Members of the Board in the trading year 2016.
- Passing resolutions in case of acknowledgment of the fulfilment of duties for the Members of the Supervisory Board in the trading year 2016.
- Passing a resolution in case of the changes of the Articles of Association.
- Adoption of a resolution on setting Rules of Procedure of the General Meeting
- Adoption of a resolution on approving the Regulations of the Supervisory Board of Centrum Nowoczesnych Technologii S.A.
- Closing of the meeting.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 2 was adopted.
RESOLUTION NR 3
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of approval of the financial statement of the Company and the report on the operations of the Company for the trading year 2016
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 1 of the Code of Commercial Companies with reference to art. 393 pt. 1 of the Code of Commercial Companies decides to approve the report from the operations of the Company for the trading year 2016 and a financial statement of the Company for the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 3 was adopted.
RESOLUTION NR 4
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of approval of the consolidated financial statement of the Corporate Group CNT S.A. and the report on the operations of the Corporate Group CNT S.A. for the trading year 2016
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 5 of the Code of Commercial Companies decides to approve the report from the operations of the Corporate Group CNT S.A. for the trading year 2016 and the consolidated financial statement of the Corporate Group CNT S.A. for the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 4 was adopted.
RESOLUTION NR 5
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of approval of the Report of the Supervisory Board of CNT S.A. from their operations in 2016.
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of § 14 section 1 pt. 2 of the Articles of Association approves the Report of the Supervisory Board of CNT S.A. from their operations in 2016 with a concise evaluation of the situation of the Company including the evaluation of internal audit system and risk management system significant for the Company.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 5 was adopted.
RESOLUTION NR 6
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of applying profits for the trading year 2016 and dividend payment.
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 2 and art. 348 § 1 and § 3 of the Code of Commercial Companies decides:
1. Divide the profit for the trading year 2016 in the amount of PLN 404,347.69 (say: four hundred four thousand three hundred forty seven zloty and 69/100), allocating it entirely to reserve capital;
2. Pay the dividend in the amount of PLN 2,727,000.00 (say: two million seven hundred twenty seven thousand zloty and 00/100), which constitutes PLN 0.30 (say: thirty grosz) per share of CNT S.A. from the reserve capital.
§ 2
The Annual General Meeting of CNT S.A. decided that the dividend record date will be 3 July 2017 (all persons who are shareholders of the Company on 3 July 2017 are entitled to the dividend) and the dividend payment date is 17 July 2017. All shares of the Company, i.e. 9,090,000 shares, were included in the dividend.
§ 3
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 6 was adopted.
RESOLUTION NR 7
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of acknowledging the duties of the President of the Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Jacek Taźbirek – President of the Board in the trading year 2016..
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 7 was adopted.
RESOLUTION NR 8
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to Vice President of the Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Piotr Jakub Kwiatek – Vice President of the Board in the trading year 2016
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 8 was adopted.
RESOLUTION NR 9
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to the Chairman of the Supervisory Board.
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Lucjan Noras – the Chairman of the Supervisory Board in the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 9 was adopted.
RESOLUTION NR 10
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to the Deputy Chairman of the Supervisory Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Waldemar Dąbrowski – the Vice Chairman of the Supervisory Board in the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 10 was adopted.
RESOLUTION NR 11
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to the Secretary of the Supervisory Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Ms. Katarzyna Kozińska – the Secretary of the Supervisory Board in the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 11 was adopted.
RESOLUTION NR 12
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to the Member of the Supervisory Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Grzegorz Banaszek – the Member of the Supervisory Board in the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5,935,343 (five million nine hundred thirty five thousand three hundred forty three) votes in favour of the resolution,
- 0 (zero) votes AGAINST the resolution,
- 50 (fifty) "abstained" votes were cast;
as a result of which the resolution no. 12 was adopted.
RESOLUTION NR 13
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of granting a vote of acceptance to the Member of the Supervisory Board
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 395 § 2 pt. 3 and in accordance with art. 393 pt. 1 of the Code of Commercial Companies acknowledges the fulfilment of duties to Mr Robert Grzegorz Wojtaś – the Member of the Supervisory Board in the trading year 2016.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in secret voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) votes in favour of the resolution,
- 0 (zero) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 13 was adopted.
RESOLUTION NR 14
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
in case of the changes of the Articles of Association
§ 1
Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec, acting pursuant to art. 430 of the Code of Commercial Companies hereby decides to make the following amendments to the Articles of Association:
- A new point 64 will be added to § 8 in the following wording:
“64) Other forms of granting credits - 64.92.Z.”
- § 12 sec. 2 is replaced by the following wording:
“The General Meeting is held at the Company's registered office. The General Meeting can also take place in the location which is the seat of a company running a stock exchange on which the shares of that company are traded or elsewhere within the territory of the Republic of Poland indicated by the body convening the General Meeting.”
§ 2
The Supervisory Board is authorised to determine a consolidated text of the changed Articles of Association.
§ 3
The Resolution shall enter into force on the date of its adoption, with the reservation that the legal effect in the form of the change of the Articles of Association becomes valid at the moment of issuance of the decision by the register Court in the matter of the entry of the approved change of the Articles of Association in the register of entrepreneurs of National Court Registry.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5,935,343 (five million nine hundred thirty five thousand three hundred forty three) votes in favour of the resolution,
- 50 (fifty) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 14 was adopted.
RESOLUTION NR 15
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
On setting the Rules of Procedure of the General Meeting of Centrum Nowoczesnych Technologii S.A
§ 1
The Ordinary General Meeting of the company under the business name CNT S.A. based in Sosnowiec, acting pursuant to § 14 sec. 1 point 13 of the Company's Articles of Association establishes the new content of the Rules of Procedure of the General Meeting in the following wording
GENERAL ASSEMBLY REGULATIONS CENTRUM NOWOCZESNYCH TECHNOLOGII SPÓŁKA AKCYJNA
Chapter I
General Provisions
§ 1
The General Assembly of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec ul. Partyzantów 11, hereinafter called the General Assembly operates in accordance with the rules defined in the Commercial Companies Code, the Company Articles (Articles of Association) and the Regulations hereof, including other common legal regulations.
§ 2
The General Assembly of Centrum Nowoczesnych Technologii S.A. is the highest body of the Company.
§ 3
Save where exceptions provided in the Commercial Companies Code, the General Assembly, as long as convened correctly, is valid and entitled to make resolutions regardless of the number of the shares represented at the Assembly.
Chapter II
Range of Competence of the General Assembly
The competences of the General Assembly, besides other matters indicated in the Company Articles and binding legal regulations, include in particular:
1) Consideration and approval of the Board’s reports on the Company’s activities as well as the financial report for the previous financial year,
2) Consideration and approval of the Supervisory Board’s report on its activities in the previous financial year,
3) Discharging Members of the Company’s corporate bodies on the performance of their duties,
4) Distribution of the profit or covering the loss,
5) Determining the dividend day and its payment date,
6) Decision on the use of the reserve funds and the capital reserves,
7) Amendment to the Articles of Association,
8) A raise or reduction of the share capital,
9) The issue of bonds, including convertible bonds and bonds with priority right,
10) Sale or lease of the Company or an organised part thereof, as well as creating limited property rights therein,
11) Approval of the Supervisory Board regulations,
12) Setting the rules and the height of the Supervisory Board member’s remuneration,
13) Setting the General Assembly Regulations,
14) Any provisions concerning claims for redress of damage caused upon establishment of the Company or in the course of its management or supervision,
15) Transformation, merger of division of the Company,
16) Dissolution and liquidation of the Company,
17) The review of any motions or applications made by the Supervisory Board, the Board of Management, or the shareholders.
Chapter III
Mode and Rules of Convening the General Assembly Meeting
§ 5
- The General Assembly Meeting is convened in an ordinary or extraordinary mode.
- An Ordinary General Assembly Meeting shall be convened by the Beard of Management within 6 months after each financial year.
- Ordinary General Assembly Meeting of Shareholders can be convened by the Supervisory Board if the Management Board has not convened an Ordinary General Assembly Meeting within a mandatory deadline or an Extraordinary General Assembly can be convened if the Supervisory Board deems it appropriate.
- Any Shareholder or Shareholders representing at least a half of the initial capital or at least a half of the total votes in the Company can request to convene the Extraordinary General Assembly Meeting. The shareholder or shareholders appoint the Chairman of this Extraordinary General Assembly Meeting.
- Any Shareholder or Shareholders representing at least one twentieth of the initial capital can request to convene the Extraordinary General Assembly Meeting as well as include particular matters in the agenda. Such a request and its justification shall be submitted to the Board of Directors in writing or in an electronic form to the email address of the Company given to the shareholders on the official website of the Company. The shareholder or shareholders shall prove possession of the proper number of shares on the day of placing the request enclosing one or several depositary certificates, and in case of shareholders who are not natural persons, the right to act on the entity’s behalf shall be evidenced with an up-to-date excerpt from the proper register. In case of shareholders placing the request by means of electronic forms of communication, documents shall be sent in a PDF format.
- The General Meeting is held at the Company's registered office. The General Assembly can also take place in the location which is the seat of a company running a stock exchange on which the shares of that company are traded or elsewhere within the territory of the Republic of Poland designated by the body convening the General Meeting.
- The General Assembly Meeting shall be convened through the announcement on the Company’s website and in a manner stipulated for announcing current information in accordance with the regulations of the public offering and terms and conditions of implementing financial instruments to the organized trade system, and of public companies.
Chapter IV
Rights and Obligations of the General Assembly Participants
§ 6
- Only those persons are authorized to participate in the General Assembly Meeting, who are the shareholders of the Company for 16 days prior to the date of the General Assembly Meeting (a date of the registration of a participation on the General Assembly Meeting). The entity issues a personal certificate for the shareholder with a right to participate in the General Assembly Meeting of the Company – a scope of information included in the personal certificates is stipulated in the art. 4063 § 2 of the Code of Commercial Companies.
- No later than one week before the General Assembly Meeting is due, a list of the shareholders authorized to participate in the General Assembly Meeting is determined and handed over to the Company by the entity carrying out the securities account in accordance with the regulations concerning the Act on Trading the Financial Documents.
- List of the shareholders entitled to take part in the General Assembly Meeting signed by the Management Board should be presented in the Headquarters for three working days before the date of the General Assembly Meeting the Shareholder can look through the list in the Company’s headquarters and demand sending the excerpt of the list covering the cost of preparing it. The Shareholder can request sending him/her the list of shareholders free of charge by electronic mail to the email address indicated in their request.
- A shareholder or shareholders of the Company representing at least one twentieth of the initial capital can request to include particular matters in the Agenda of the General Assembly. Such a request shall be submitted to the Board of the Management no later than within twenty-one days before the General Assembly Meeting is due. The request shall include a justification and/or a draft of the resolution or resolutions suggested Agenda. The request can be submitted in writing in the Company’s Headquarters or in an electronic form to the email address given in the General Assembly announcement.
- The Board of Management is obliged to announce amendments to the Agenda of the General Assembly Meeting inserted upon the shareholders’ request defined in § 6 item 4 as soon as possible, and no later than eighteen days before the due date of the General Assembly Meeting.
- Before the due date of the General Assembly Meeting a shareholder or shareholders of the Company representing at least one twentieth of the initial capital of the Company can submit drafts of any resolutions concerning matters included in the Agenda of the General Assembly Meeting or any other matters that shall be included in the Agenda in writing in the Company’s Headquarters or by means of electronic communication to the email address of the Company given in the General Assembly announcement.
- The shareholder or shareholder shall prove possessing the proper number of shares on the day of submitting the request mentioned in the item 4 and 6, enclosing the depositary certificate. If shareholders are legal persons, they shall prove the right to act on the entity’s behalf by enclosing a relevant copy of an extract from an appropriate register. In case of shareholders submitting the request with use of electronic media, the documents shall be sent in a PDF format.
- During the General Assembly Meeting, each of the shareholders of the Company can submit drafts of the resolutions concerning the Agenda. The motions on resolution drafts or their amendments shall be submitted along with their justification in writing to the Chairman of the General Assembly Meeting or in an oral form to be included in the minutes. Speaking up or submitting a motion, a participant of the General Assembly shall give their first name and surname, and in case they do not act on their own name, they shall also give all the necessary personal data of the shareholder he or she represents.
- Members of the Supervisory Board and the Board of Management have the right to participate in the General Assembly Meeting.
- Any other person invited by the Board of Management has the right to participate in the General Assembly Meeting.
§ 7
- Upon a shareholder’s request the Board of Management is obliged to provide him/her with information concerning the Company during the General Assembly Meeting, on condition that such a request is justified for the evaluation of the issue included in the Agenda.
- The Board of Management refuses to provide him/her with the information indicated in the item 1 if the provisions of the law provide so.
§ 8
- To the extent required by the regulations of the Commercial Companies Code, the shareholder can contact the Company with use of electronic communication, and in particular the shareholders can submit motions, requests, inquires as well as send notices and documents.
- Communication of the shareholders with the Company in an electronic form shall be sent to the email address of the Company provided to the shareholders on the Company’s website. Any risk connected with an abuse of the electronic communication media will rest with the shareholder.
- Any documents sent by the shareholder to the Company, as well as by the Company to the shareholder by an electronic means of communication shall be scanned to the PDF format.
Chapter V
Rules on granting a proxy to participate in the General Assembly Meeting and its verification
§ 9
- The shareholder can participate in the General Assembly Meeting and exercise his/her voting rights either in person or by proxies.
- The authorization to participate in the General Assembly Meeting shall be granted in a written or electronic form.
- Forms allowing exercising the voting by a proxy are available from the date of convening the General Assembly Meeting of „Energopol – Południe” S.A. on the official website of the Company.
- Shareholders notify the Company about granting an authorisation by means of electronic mail to the official email address of the Company given in the General Assembly Meeting announcement. The notification must contain the shareholder’s phone number and email address as well as the proxy’s phone number and address, that can be used by the Company to contact both the shareholder and his/her proxy. Notification of having granted the power of attorney should also contain the scope of the power of attorney, i.e. indicate the number of shares that shall be used to exercise the right to vote as well as the date of the General Assembly Meeting at which these rights shall be executed. Additionally, a shareholder who is a natural person should attach an authorisation to process personal data by the Company in order to verify the validity of the power of attorney granted in an electronic version.
- Together with the notification of granting the power of attorney in an electronic form, the shareholder shall send the text of the power of attorney, excluding instructions for exercising the right to vote by the proxy, a scanned copy of the ID card or a scanned copy of any other document enabling identification of the shareholder and their proxy. If the power of attorney is granted by a legal person or organisational entity that does not constitute a legal person but having a legal capacity, the shareholder shall send a scan of the excerpt from the register, in which it is registered or a scan of any other document proving authorization of the persons acting on behalf of such an entity. Should the power of attorney be granted to a legal person or an organisational entity not being a legal person but with legal capacity, the shareholder shall additionally send a scan of a copy of a competent registry entry in which the proxy is registered or any other document proving the existence of such an entity.
- The principle described in item 5 above shall apply mutatis mutandis to notifying the Company by electronic means to revocation the power of attorney.
- The notification on granting and/or revocation of a proxy in an electronic form shall be given no later than 11:00 a.m. on the last working day preceding the General Assembly Meeting.
§ 10
- Energopol – Południe” S.A. shall take appropriate action to identify the shareholder and the proxy aiming at verifying the validity of the power of attorney granted in an electronic form.
- In order to verify the validity of the power of attorney granted in an electronic form and identify the shareholder and the proxy, having received a notification on granting the power of attorney in an electronic form in accordance with the Clause § 9 item 4 and item 5, the Company shall check the information required under Section 4 and scanned copies of the documents specified in the Section item 5, and in case of legal persons and organisational entities that are not legal persons but have legal capacity, whether the power of attorney has been granted by a person or persons authorised to represent the entity granting the power of attorney.
- The Company is entitled to make a phone call on the number indicated by the shareholder in accordance with the Article § 9 item 4 or send an email message with a reply request in order to verify that the shareholder in question granting the power of attorney in an electronic form.
- The Company can take additional measures to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in an electronic form, such measures shall be proportionate for the purpose.
- Notification on granting or revocation of the power of attorney in an electronic form that does not follow the requirements specified in § 9 item 4, item 5 and item 6 is not binding for the Company.
Chapter VI
The Course of the General Assembly Meeting
§ 11
- A meeting of the General Assembly of Shareholders is opened by the Chairman of the Supervisory Board or a person indicated by him/her. In the absence of the Chairman or Deputy Chairman of the Supervisory Board, the President of the Management Board or the person indicated by the Management Board shall have the powers to open the meeting, and in the absence of the aforementioned persons, a shareholder that represents the highest percentage of the shares in the initial capital of the Company that is present at the General Assembly meeting, or his/her proxy.
- The person opening the General Assembly Meeting, subject to the item 1 of the Regulations hereof, orders and conducts the election of the Chairman of the General Assembly („Chairman”) among the shareholders entitled to participate in the General Assembly Meeting or their proxies.
- The candidate for the Chairman of the General Assembly Meeting records a declaration in the minutes that he/she agrees to run for the position.
- The Chairman of the General Assembly Meeting shall be elected in a secret vote. The person opening the General Assembly Meeting ensures that the voting proceeds properly and announces its results.
- If more than one candidacy is put forward, the person opening the General Assembly Meeting draws up a list of candidates which includes the names and surnames of candidates following the submission of the declaration described in the item 3.
- The election of the Chairman of the General Assembly in case of situation described in the item 4 shall be voted separately on each nomination in an alphabetical order.
- The candidate who obtains the highest number of valid votes shall be elected the Chairman of the General Assembly. If more candidates obtain the same number of votes, voting shall be repeated by voting of the candidates who obtained the highest number of votes.
- The moment the Chairman of the General Assembly Meeting is elected, he/she starts to run the meeting, makes decisions concerning procedural and order matters in accordance with the legal rules, the Company’s Articles of Association and provisions of this Regulation.
- The Chairman of the General Assembly should ensure in particular and observe: of rights and interests of all the shareholders. The Chairman should in particular counteract attempts to abuse rights by the participants of the General Assembly and ensure observance of the rights of minority shareholders. The Chairman should not, without significant reasons, resign from his/her function; he/she cannot also delay signing, without justified reasons, the minutes from the General Assembly Meeting:
1) effective course of the General Assembly Meeting as well as ability to pass resolutions,
2) presents the agenda of General Meeting indicated in the announcement of convening the General Meeting,
3) ensure proper and efficient conduct of the meeting according to the Agenda and the procedure,
4) Running the meeting with observance of rights and interests of all the shareholders.
5) Giving or taking the floor to the participant at the General Assembly Meeting,
6) Receiving motions,
7) Receiving drafts of bills and referring matters for discussion,
8) Decision on passing or not passing the resolutions by the General Assembly,
9) Ordering and conducting votes as well as, ensuring their proper conduct and announcing their results,
10) Recessing the meeting for short technical breaks which do not constitute the adjourn of the meeting, but which cannot aim at making difficult the participants of the General Assembly meeting their execution of their rights, subject to the provisions of the item 15,
11) Deciding on the doubts concerning the Regulations,
12) Concluding the completion of the Agenda and closing the General Assembly Meeting.
- The Chairman shall in particular prevent the General Assembly Meeting participants from the abuse of their rights and ensure the respect for the minority shareholders’ rights.
- The Chairman of the General Assembly Meeting grants the right to speak in order of its reporting.
- The Chairman of the General Assembly can give the floor outside the order of submissions to the member of the Supervisory Board or the Board of Management.
- Any questions concerning the General Assembly, along with the answers, the Company shall publicise on its website, directly after the General Assembly Meeting has been finished.
- With no serious reason, the Chairman shall not resign from his/her function, neither can he/she delay signing the minutes of the General Assembly Meeting with no sound reason.
- Should a break in the meeting cause its postponing until at least the next day, it is inevitable that the General Assembly should take a proper resolution by at least a two-thirds majority of the votes providing, however, that so-called breaks cannot last longer than 30 days in total.
- The Chairman signs the minutes of the General Assembly following the preparation of the minutes by a notary.
§ 12
- Immediately after the election of the Chairman, a list of attendance with the list of participants of the General Assembly Meeting, the number of shares and corresponding voices should be prepared and presented during the General Assembly Meeting, and it is updated on an ongoing basis.
- The shareholders representing at least 1/10 (one tenth) of share capital the attendance list shall be verified by chosen for this purpose committee composed of at least three persons. Applicants shall have the right to elect one member of the Committee.
Chapter VII
Passing resolutions
§ 13
- Resolutions of the General Assembly shall be passed by absolute majority of the votes cast, unless binding legal regulations or the provisions of the Company’s Status provide otherwise.
- Draft resolutions proposed at the General Assembly Meeting shall be justified except for draft resolutions relating to organisational and formal matters as well as typical resolutions adopted at an Ordinary General Assembly Meeting.
- The Board of Management of the Company shall present a justification of a draft resolution or request the subject submitting the motion on including a given issue on the Agenda of the General Assembly Meeting to provide such a justification.
- Draft resolutions proposed to pass along with a justification are announced on the official website of the Company in accordance with the binding legal regulations.
§ 14
- Passing resolutions at the General Assembly Meeting must be preceded with voting.
- Voting at the General Assembly Meeting takes place via open ballot.
- Secret voting shall be obligatory if the respective provisions of the Code of Commercial Companies or the Regulations hereof stipulate so.
- Voting can take place using a computerised voting and vote-counting system, with the rules of which participants of the General Assembly Meeting are acquainted prior to starting the voting by a representative of the operator of the computer system.
- Voting system shall ensure counting the ‘for’ and ‘against’ votes as well as the number of abstentions cast by the participants of the General Assembly Meeting.
- In secret ballot voting the system shall ensure eliminating identification of the vote cast by particular shareholders.
- If voting is conducted using a computer system of voting and calculating vote cards, readers or any other devices for voting are handed only to the authorised entities when signing the attendance list.
- If computerised voting and counting votes system are not possible to be used, the voting shall be carried out under the supervision of the Returning Committee.
- Persons objecting to the resolution shall be ensured an opportunity to briefly justify their objection.
- On the request of the participant in the General Assembly his/her written declaration is included in the Minutes.
§ 15
- The resolutions of the General Assembly must be recorded by a notary otherwise they shall be deemed null and void.
- The minutes of the General Assembly Meeting shall be made by a notary in a form of a notarial deed.
- The minutes is signed by a notary and the Chairman of the General Assembly. A printout of a current report on the General Assembly Meeting announcement is attached to the minutes.
- The minutes should state that the General Meeting has been properly convened and has the capacity to adopt resolutions as well as lists adopted resolutions, and with each indicates a number of shares rendering valid votes, percentage of such shares in the initial capital, a total number of valid votes, a number of ‘for’ and ‘against’ and ‘abstain’ as well as any objections raised.
- A copy of the minutes along with an evidence of convening the General Assembly Meeting, and the letters of proxy granted by shareholders, the Board of Management shall attach to the Book of Minutes.
- The Company shall disclose on its website voting results to the extent provided within the scope of the item 3, within one week after closing the General Assembly Meeting. The results of the voting shall be available on the official website of the Company until the final date of challenging resolutions of the General Assembly Meeting.
§ 16
- Any resolution of the General Assembly Meeting which is inconsistent with the Company’s Articles of Associations or good practices or aimed at inflicting harm on a shareholder can be appealed against by way of an action against the Company for repealing a resolution.
- Action of the repeal or declaration of invalidity of a General Assembly Meeting’s resolution can be brought by:
a) The Board of Management, the Supervisory Board and individual members of these bodies,
b) A shareholder who voted ‘against’ a resolution and after passing it, requested that his objection be recorded in the minutes,
c) A shareholder who has not been admitted to participate in the General Meeting for no legitimate reasons,
d) Shareholders absent from the General Assembly Meeting, but only in case when the General Meeting was not convened in accordance with the By-laws or adoption of a resolution upon case not pointed in the General Meeting agenda.
- Legal actions to repeal General Meeting’s resolutions shall be brought within one month from receiving a notification on the resolution, but no later than three months after the resolution is passed.
- Persons or bodies listed in the item 2 shall be entitled to file a legal action against the Company in order to cancel the resolution adapted by the General Assembly that does not comply with an applicable legal act.
- Repealing or declaring invalidity of a resolution adopted by the General Assembly shall be brought up within three days after the General Assembly’s resolution publication but no later than a year after the resolution has been adopted.
Chapter VIII
Final provisions
§ 17
- The Regulations hereof shall enter into force on the date of adoption by the General Assembly.
- Any amendment to the Regulations hereof requires passing in an open ballot by a simple majority of votes.
- To all matters not settled herein, the provisions of the Commercial Companies Code and the Articles of Association of the Company shall be applied.
§ 2
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5,935,343 (five million nine hundred thirty five thousand three hundred forty three) votes in favour of the resolution,
- 50 (fifty) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 15 was adopted.
RESOLUTION nr 16
of ORDINARY GENERAL MEETING OF CNT S.A.
with a seat in Sosnowiec, ul. Partyzantów 11
of 13th June 2017
On approval of the Rules of Procedure of the Supervisory Board of Centrum Nowoczesnych Technologii S.A.
§ 1.
The Ordinary General Meeting of the company under the business name CNT S.A. based in Sosnowiec, acting pursuant to § 14 sec. 1 point 11 of the Company's Articles of Association approves the Regulations of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. adopted by resolution of the Supervisory Board No. 7 of 12 May 2017, with the following wording:
THE RULES OF PROCEDURE OF THE SUPERVISORY BOARD CENTRUM NOWOCZESNYCH TECHNOLOGII S.A.
1. GENERAL PROVISIONS
1.1 The Supervisory Board operates on the basis of the provisions of law, including the Code of Commercial Companies, the Company’s Statute and these Rules.
1.2 The Board OF Management shall provide technical and organizational support for the Supervisory Board.
1.3 In between the meetings of the Supervisory Board, statements addressed to the Supervisory Board shall be directed to the Chairman of the Supervisory Board or, unless it is possible, to the Vice Chairman of the Supervisory Board or to its Secretary. The person who gets that statement is obliged to notify the remaining members of the Supervisory Board about the contents of that statement with no delay.
2. CONVENING MEETINGS OF THE SUPERVISORY BOARD
2.1 The Supervisory Board holds its meetings when necessary, but no less than once a quarter.
2.2 The oldest member of the Supervisory Board shall convene the first meeting of the newly elected Supervisory Board no later than two weeks after the appointment of the new Supervisory Board and shall chair the meeting until the new chairman of the Supervisory Board is chosen.
2.3 At the first meeting of the new term the Supervisory Board shall elect a chairman, vice - chairman and a secretary of the Supervisory Board among its members. In case of changes of the composition of the Supervisory Board throughout the current term of office, it shall be required to appoint only for the posts in the Supervisory Board, which have expired with the mandate of the member of the Supervisory Board.
2.4 At any time, the Supervisory Board can remove the Chairman, the Vice-Chairman, and the Secretary of the Supervisory Board from holding their posts and simultaneously entrusting the post to another person.
2.5 Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board or, unless it is possible, the Vice-Chairman.
2.6 The meeting of the Supervisory Board should be convened at the request of each member of the Supervisory Board or at the request of the Management Board. The applicant should enclose a proposed agenda. The meeting should be convened within two weeks from receiving the request, that is no later than within three weeks from the reception of the request.
2.7 Should the meeting not be convened within the time limit referred to in the Section 2.6 above, the applicant is entitled to convene the meeting by himself in the manner described in Sections 2.8-2.10 below.
2.8 A written invitation to all members of the Supervisory Board, at least 7 (seven ) days before the meeting of the Supervisory Board, sent by registered mail, fax or delivered in person with acknowledgment of receipt to the address given in writing to the Chairman of the Supervisory Board is required to convene a meeting of the Supervisory Board.
2.9 The member of the Supervisory Board can express his/her consent for notification by the means of electronic media, to the e-mail address or on the telephone number given in writing to the Chairman of the Supervisory Board.
2.10 In the invitation to the Supervisory Board meeting the chairman of the Supervisory Board shall determine the term of the meeting, place of the meeting and a draft of the agenda.
2.11 The extension of the Agenda of the meeting can take place if all members of the Supervisory Board are present at the meeting and nobody objects to the proposed agenda.
2.12 A meeting of the Supervisory Board can take place without its formal convening if all members of the Supervisory Board consent to it no later than on the day of the meeting and will confirm this in writing or put their signature at the list of attendance. Resolutions on matters not included in the Agenda cannot be adopted, unless at the meeting there are present all members of the Supervisory Board are present and nobody present objects to it or unless the specific measures must be taken by the Supervisory Board to protect the Company against the damage directly jeopardizing the Company, as well as in case of the resolution whose subject is an assessment if there is a conflict of interest between the member of Supervisory Board and the Company.
3. MEETINGS OF THE SUPERVISORY BOARD
3.1 The chairman, and if he is absent – vice-chairman or another member of the Supervisory Board, shall chair meetings of the Supervisory Board.
3.2 The chairman of the Management Board or other member of the Supervisory Board shall chair the meeting, shall lead the course of the meeting in accordance with the agreed agenda, provisions of law, the statute and these rules. The chairman shall in particular prevent abusing the rights by members of the Supervisory Board and provide protection of interests of the company.
3.3 Meetings of the Supervisory Board shall be held at the company's registered office or in different place indicated in the invitation by the person who convene the meeting. As far as possible the meeting shall be held in place and in time, which ensure the opportunity to participate in it for members of the Supervisory Board.
3.4 The Chairman shall order to prepare a list of attendance of the members of the Supervisory Board at the meeting, which is attached to the minutes.
3.5 The chairman can order breaks in the meeting in particular in order to obtain opinions of specialists, to conduct consultations, or work on the contents/wording of resolutions.
3.6 The Chairman of the Supervisory Board can invite to the Supervisory Board meetings non-members of the Supervisory Board, in particular professionals, as well as members of the Board of Management and the Company’s employees in order to provide detailed explanations or deliver an opinion on topics being the subject of the debate on his/her own initiative or at the request of another member of the Supervisory Board. However, at the request of any member of the Supervisory Board this person shall leave the meeting, also for the time of voting or discussing particular point of the agenda, in particular while discussing matters relating directly to him/her.
3.7 If it is significant for any member of the Supervisory Board, persons close to the member or the entity affiliated to him/her economically or personally, not belonging to the capital group of the Company (conflict of interest) to adopt or not to adopt the resolution of specific contents, member of the Supervisory Board should inform the remaining members of the Supervisory Board and refrain from taking part in the discussion and voting on adoption the resolution on the case to which a conflict has arisen. In this situation information about this fact shall be included in the minutes of the meeting of the Supervisory Board.
3.8 Upon completing the Agenda, the Chairman of the Supervisory Board shall close the meeting.
4. RESOLUTIONS AND MINUTES
4.1 The Supervisory Board shall adopt resolution if the majority of its members are present at the meeting and all members have been invited.
4.2 The Supervisory Board adopt resolution by a simple majority of votes of the present members, but in case of a voting deadlock, the President of the Supervisory Board shall have the casting vote.
4.3 Resolutions of the Supervisory Board are adopted in open voting.
4.4 A secret ballot shall be ordered at the request of any member of the Supervisory Board and in the personal matters.
4.5 Resolutions of the Supervisory Board shall be expressed in a clear, factual and not too general manner.
4.6 Resolutions of the Supervisory Board are separate documents. The number of voters and the result of the voting are written under the resolution. Resolutions shall be signed by all the members of the Supervisory Board participating in the meeting.
4.7 Resolutions of the Supervisory Board adopted during the meeting of the Supervisory Board shall be numbered with subsequent ordinal numbers.
4.8 The Supervisory Board meetings shall be recorded in the minutes by the Secretary of the Supervisory Board, subject to the section 4.9 below.
4.9 The Supervisory Board can entrust recording meetings in minutes to the person from outside the Supervisory Board.
4.10 With the agreement of all the members of the Supervisory Board, the Supervisory Board can record its meetings.
4.11 Minutes should include at least: date and place of the meeting, the agenda of the meeting, the names and surnames of all the present members of the Supervisory Board, the number of votes for every resolution and an opposing opinion. At the request of any member of the Supervisory Board who submits the opposing opinion, information about the opposing opinion submitted by individual members of the Supervisory Board is published in the Supervisory Board annual report.
4.12 Materials debated at the meeting and the list of attendance signed by all the members of the Supervisory Board present at the meeting shall be enclosed to the minutes.
4.13 After the minutes is prepared the Secretary of the Supervisory Board shall present it to the members of the Supervisory Board for their acceptance. The minutes shall be signed by the members of the Supervisory Board present at the meeting. The refusal to sign the minutes should be reasoned in writing and enclosed to the book of minutes. In case of preparing the minutes after the meeting is closed, it should be submitted to the members of the Supervisory Board at the next meeting.
4.14 The Secretary of the Supervisory Board shall keep the book of minutes of the Supervisory Board meetings with the book of resolutions of the Supervisory Board, which are kept in the Company's registered office.
4.15 The member of the Supervisory Board can request for a copy of the minutes or a resolution of the Supervisory Board to be released.
5. VOTING IN WRITING AND BY MEANS OF DIRECT COMMUNICATION MEDIA
5.1 Subject to article 388 § 4 of the Commercial Code of Companies, the Supervisory Board can adopt
a resolution in writing or by means of direct communications media which shall enable all members of the Supervisory Board to communicate.
5.2 Adoption of the resolution according to the procedure described in the Section 5.1 above requires prior presentation of the draft of the resolution to all members of the Supervisory Board by registered mail or fax, delivered in person or through electronic mail, with acknowledgment of receipt.
5.3 The resolution adopted according to the procedure described in the Section 5.1 shall be regarded as adopted when there are votes casted by a number of members of the Supervisory Board required to binding adoption of the resolution according to the procedure from Section 4.1 and 4.2.
5.4 The resolution adopted according to the procedure described in the Section 5.1 can consist of several documents with identical content, each of which is to be signed by one or more members of the Supervisory Board. Each member of the Supervisory Board shall put the date of signing the document next to their signature.
5.5 In case of refusal or impossibility to sign under the resolution adopted by any member of the Supervisory Board according to the procedure described in the Section 5.1 within 1 day from presentation of its project, according to provisions of the Section 5.2, the Chairman is obliged to make reference to the document of the resolution on which he/she puts his signature about the refusal or impossibility to sign it by any member of the Supervisory Board.
5.6 Resolutions adopted according to the procedure described in the Section 5.1 require implementation to the minutes of the next Supervisory Board meeting with the result of voting.
6. DELEGATING MEMBERS OF THE SUPERVISORY BOARD
- TO PERFORM SUPERVISORY DUTIES
6.1 For important reasons the Supervisory Board can delegate respective members of the Supervisory Board to perform specific supervisory duties independently for a specified period of time.
6.2 The resolution about delegation of the member of the Supervisory Board to perform specific supervisory duties defines the purpose and scope of that tasks, as well as the term of their completion.
6.3 The delegated member of the Supervisory Board shall be obliged to submit written report on the activities performed to the Supervisory Board within the terms specified in the resolution about delegation of him/her to perform specific supervisory duties.
7. AUTHORISATION OF MEMBERS OF THE SUPERVISORY BOARD TO SIGN AGREEMENTS WITH MEMBERS OF THE BOARD OF MANAGEMENT
7.1 The Supervisory Board shall authorize respective members of the Supervisory Board to sign an employment contract or any other civil law activities with members of the Board of Management on behalf of the Company.
7.2 The contents of the contract or other civil law activity signed with the member of the Board of Management should be consistent with conditions and contents of the activity determined in the resolution or resolutions of the Supervisory Board.
7.3 At the forthcoming meeting of the Supervisory Board the authorized member of the Supervisory Board is obliged to submit the contract or the contents of the other civil law activity signed with the member of the Board of Management.
7.4 Copies of the contract signed with members of the Board of Management shall be stored by the Secretary of the Supervisory Board.
8. SUPERVISORY BOARD MEMBER’S RESIGNATION
8.1 Any member of the Supervisory Board can resign from the Supervisory Board at any time. A resignation of the member of the Supervisory Board is submitted to the Company in writing.
8.2 The member of the Supervisory Board should not resign from the post during the term of office, if it can prevent the Supervisory Board from operating, in particular if it can prevent them from adopting any important resolution timely
9. FINAL PROVISIONS
9.1 Changing of these rules requires a resolution of the Supervisory Board.
9.2 These Rules were adopted by a resolution of the Supervisory Board No 1 of 9 June 2008 and shall enter into force on the date of its approval by the General Meeting.
§ 2.
The resolution comes into force upon its adoption.
The Chairman stated that in open voting there were 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) valid votes out of 5.935.393 (five million nine hundred and thirty five thousand three hundred and ninety-three) of the shares of the Company, which constitutes 65,30% (sixty-five and thirty hundredths of per cent) of the shares in share capital of the Company, including:
- there were 5,935,343 (five million nine hundred thirty five thousand three hundred forty three) votes in favour of the resolution,
- 50 (fifty) votes were cast against the resolution,
- 0 (zero) "abstained" votes were cast;
as a result of which the resolution no. 16 was adopted.
The Ordinary General Meeting of the Company did not depart from considering any of the points of the planned agenda nor there was any record of an objection in relation to any of the resolutions.
Legal basis: § 38 item 1 pt. 7-9 of Minister of Finance Regulation of 19th Feb 2009 in case of current and periodic information conveyed by the issuers of the securities and the conditions of regarding information as equivalent and required by the law regulations of the country not being a member country (the consolidated text The Journal of Laws 2014 item 133, with further amendments).
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