Current reports

The Board of Centrum Nowoczesnych Technologii S.A. with a seat in Sosnowiec (Issuer) informs that on 28th June 2016 the relevant trustee (Trustee) issued a decision on the postponement of settlement in tender for sale of organised part of the company Krośnieńskie Huty Szkła KROSNO S.A. in liquidation bankruptcy. In tender the Issuer submitted the offer with a price of 110,8 million PLN, and the second of bidders being a legal person submitted the offers amounting to 121,2 million PLN. Simultaneously, in accordance with the Trustee’s decisions a selection of the offer was postponed until 28th July 2016 and the bidder who submitted the offer with a higher price is obliged to document the fact that his shareholders are not foreigners within the meaning of the Act of 24th Mar 1920 on acquisition of property by foreigners (consolidated text The Journal of Laws of 2014 no. 0 section 1380 as amended).    

The above trans action is processed within the strategy of creating Capital Group by the Issuer based on the capital involvement in investment projects based on possessed own funds and the available external financing. 

Revealing information related to the circumstances preceding the submission of the above offer was delayed on 14th Jan 2016 pursuant to art. 57 section 1 of the act of 29th July 2005 on public offer of financial instruments into organised trading system and on publicly-owned companies, due to the fact that its revealing in public could infringe upon the rightful interest of the Issuer. 

Information about the subsequent stages of the procedures related to the above tender will be conveyed by the Issuer in the upcoming current reports.

 

Legal basis: art. 56 section 1 pt 1 Public offer act – confidential information.

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The Management Board of Centrum Nowoczesnych Technologii S.A., with its registered office in Sosnowiec (the "Issuer") announces, that on 23/06/2016 the Issuer received information from its subsidiary GET EnTra Sp. z o. o. (The "Company"), that within the framework of activities in energy trading, the Company concluded purchase and sale of electricity with a total value of 87,575,088.42 PLN on the Polish Power Exchange ("The Exchange") from 11/06/2016 to 23/06/2016, while on 23/06/2016 the Company concluded  purchase and sale of electricity with a total value of 27,733,055.14 PLN with delivery date during the period from 23/06/2016 to 31/12/2017.    

The terms and conditions of concluded contracts (transactions) do not differ from characteristic for this kind/type of market transactions.

The criterion for considering the agreement as significant is exceeding 10% of  the sales revenue of the Centrum Nowoczesnych Technologii S.A. Capital Group for the last four financial quarters.

Legal Basis:  Art. 56 sec. 1 point 2 of the Public Offering Act - current and periodic information.

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Centrum Nowoczesnych Technologii S.A. ("The Company") hereby submits the list of shareholders possessing at least 5% of a number of votes at Ordinary General Meeting of the Shareholders of CNT S.A. on 15th June 2016 ("OGM") with a specification of a number of votes assigned to each of the shares possessed by them and the indication of their percentage share in a general number of votes at OGM and in the share capital of the Company. 

6.065.932 shares out of a total number of 9.090.000 shares in the Company were represented at Ordinary General Meeting of the Company on 15th June 2016, constituting 66, 73% of the share capital and providing jointly 6.065.932 votes at this OGM.    

The list of shareholders possessing at least 5% of a number of votes at OGM:

1. FIP 11 FIZ Aktywów Niepublicznych (Eng. PIF 11 CEIF of Non-Public Assets) possessed 3.366.269 shares and the same number of votes at OGM, which constituted 55,50% of votes at OGM and constitutes 37,03% of the share in the share capital of the Company;    
2. Multico Sp. z o.o. possessed 568.869 shares and the same number of votes at OGM, which constituted 9,38% of votes at OGM and constitutes 6,26% of the share in the share capital of the Company;     
3. Wartico Invest Sp. z o.o. possessed 509.109 shares and the same number of votes at OGM, which constituted 8,39% of votes at OGM and constitutes 5,60% of the share in the share capital of the Company;     
4. Energopol-Warszawa S.A. possessed 464.519 shares and the same number of votes at OGM, which constituted 7,65% of votes at OGM and constitutes 5,11% of the share in the share capital of the Company;  
5. Mr Zbigniew Jakubas possessed 425.342 shares and the same number of votes at OGM, which constituted 7,01% of votes at OGM and constitutes 4,68% of the share in the share capital of the Company;  
6. FIP 12 FIZ Aktywów Niepublicznych (Eng. PIF 11 CEIF of Non-Public Assets) possessed 420.872 shares and the same number of votes at OGM, which constituted 6, 94% of votes at OGM and constitutes 4, 63% of the share in the share capital of the Company.  

Legal basis: art. 70 pt 3 of Public Offer of Financial Instruments Act of 29th July 2005 for the conditions of the introduction of financial instruments to the organised trading system and on public companies (The Journal of Laws of 2005 No 184 section 1539 as amended

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The Management of Centrum Nowoczesnych Technologii S.A. („The Company”, „CNT) informs that on 15th June 2016 the Supervisory Board of the Company decided about one-person Management of the subsequent three-year term of office commencing since the day of Ordinary General Meeting of the Company approving of the financial statement of the Company for 2015 and lasting until the day of General Meeting of the Company confirming the financial statement of the Company for 2018. Simultaneously, the Supervisory Board of the Company appointed Mr Jacek Taźbirek to fulfil the function of the President of the Board of the Company of the next term of office.

Below the Company provides information about the appointed person.

Mr Jacek Taźbirek – President of the Board, Chief Executive Officer

Mr Jacek Taźbirek has been linked with CNT (formerly „Energopol – Południe” S.A) since 2006 – initially as the Adviser of the Management, and since October 2007 in the position of the President of the Board of the Company.

The graduate of Lublin University of Technology, Faculty of Environmental Engineering as well as Kozminski University in Warsaw (Executive MBA).

History of employment:

• 1985-1986 employed in Lublin Enterprise of Sanitary Installations,
• 1987-1988 employed in Enterprise for Export of Technical Services Exbud-Kielce Department in Lublin,
• In 1988  Director of Foreign Trade Office in Multico Sp. z o.o. Joint-Venture,
• 1992-1999 Sales Director in Multico Sp. z o.o. Joint-Venture,
• 2000-2001 Member of the Board, Commercial Director in Sonda S.A.,
• 2001-2002 Commercial Director in Multico Sp. z o.o.,
• In 2003 President of the Board of Biazet S.A.,
• 2003-2004 Vice President of the Board of PMB S.A.,
• 2004-2005 adviser of the Board of Multico Sp. z o.o.,
• Since 03.2005 r. President of the Board of Maxer SA. in bankruptcy,
• In 2012 Member of the Supervisory Board of the Company Górnicze Zakłady Dolomitowe S.A. with a seat in Siewierz,
• Since 02.2016  President of the Board of Energopol - Południe Sp. z o.o. with a seat in Sosnowiec (a subsidiary for CNT S.A.).

Mr Jacek Taźbirek is a partner in a civil law partnership SEDNO s.c.

Mr Jacek Taźbirek with the consent of the Supervisory Board of CNT fulfils the position of the President of the Board of Maxer S.A. in bankruptcy and the President of the Board of Energopol - Południe Sp. z o.o. with a seat in Sosnowiec (a subsidiary for CNT S.A.).

Mr Jacek Taźbirek declared that he does not run any competitive activity towards the Company. Nor is he a partner in any competitive civil law partnership, partnership or he is not a member of any bodies in other competitive legal persons towards the Company in the scope other than the one indicated above.

In accordance with the submitted declaration Mr Jacek Taźbirek is not registered either in the Register of Insolvent Debtors run on the basis of the law on National Court Registry.

Legal basis: § 5 item 1 pt. 22 with reference to § 28 of Minister of Finance Regulation of 19th Feb 2009 in case of current and temporary 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).

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Centrum Nowoczesnych Technologii S.A. with a seat in Sosnowiec informs that upon the request of one of the Shareholders of the Company, on the basis of the resolution no. 16 Ordinary General Meeting of CNT S.A. proceeding on 15th June 2016 (“General Meeting”) decided about the announcement of a break in the meeting. The renewal of the proceeding of General Meeting will take place on 7th July 2016 at 11:30 in a seat of the company CNT S.A. in Sosnowiec.

In the justification the Shareholder indicated the necessity to order a break in the meeting to conduct a detailed analysis of the scope and specificity of the planned changes in the form of the Supervisory Board of the Company.

Legal basis: § 38 item 1 pt. 6 of Minister of Finance Regulation of 19th Feb 2009 in case of current and temporary 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).

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Centrum Nowoczesnych Technologii S.A. with a seat in Sosnowiec presents below the content of resolutions adopted by Ordinary General Meeting of CNT S.A. on 15th June 2016 with the voting results of the particular resolutions.

RESOLUTION NO 1

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of the election of the Chairman of Ordinary General Meeting CNT S.A.

§ 1

Ordinary General Meeting of the company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 409 § 1 of the Code of Commercial Companies elects Mr Andrzej Leganowicz as the Chairman of Ordinary General Meeting.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) 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 NO 2

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 the following agenda:

1. Opening of the meeting and the election of the Chairperson of Ordinary General Meeting.
2. Verification that the Ordinary General Meeting was property convened and its capability to adopt valid resolutions.
3. Adoption of the agenda.
4. 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 2015.
5. 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 2015.
6. 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 2015.
7. Passing a resolution in case of applying profits for the trading year 2015.
8. Passing resolutions in case of acknowledgment of the fulfilment of duties for the Members of the Board in the trading year 2015.
9. Passing resolutions in case of acknowledgment of the fulfilment of duties for the Members of the Supervisory Board in the trading year 2015.
10. Passing a resolution in case of the changes of the Articles of Association.
11. Passing resolutions in case of the changes in the personal structure of the Supervisory Board.
12. 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 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) 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 NO 3

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of approval of a financial statement of the Company and a report from the operations of the Company for the trading year 2015.

§ 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 2015 and a financial statement of the Company for the trading year 2015.        

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) 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.

RESOLUTION NO 4

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of approval of the consolidated financial statement of the Corporate Group CNT S.A. and the report from the operations of the Corporate Group CNT S.A. for the trading year 2015 

§ 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 2015 and the consolidated financial statement of the Corporate Group CNT S.A. for the trading year 2015. 

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 4 was adopted.

RESOLUTION NO 5

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of approval of the Report of the Supervisory Board of CNT S.A. from their operations in 2015. 

§ 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 2015 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 shall enter into force on the date of its adoption. 

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 5 was adopted.

RESOLUTION NO 6

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of applying profits for the trading year 2015. 

§ 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 of the Code of Commercial Companies decides to apply a net profit for the trading year lasting from 1st Jan 2015 to 31st Dec 2015 in the amount of: 2 420 005,25 PLN (say: two million four hundred twenty thousand and five zloty and 25/100) in full for the supplementary capital of the Company.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 6 was adopted.

RESOLUTION NO 7

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 7 was adopted.

RESOLUTION NO 8

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 8 was adopted.

RESOLUTION NO 9

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 9 was adopted.

RESOLUTION NO 10

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 Deputy Chairman of the Supervisory Board in the trading year 2015.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 10 was adopted.

RESOLUTION NO 11

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015.

§ 2

The Resolution shall enter into force on the date of its adoption.

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 11 was adopted.

RESOLUTION NO 12

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 Piotr Góralewski – the Member of the Supervisory Board in the trading year 2015.

§ 2

The Resolution shall enter into force on the date of its adoption. 

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 12 was adopted.

RESOLUTION NO 13

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015. 

§ 2

The Resolution shall enter into force on the date of its adoption. 

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

no. 13 was adopted.

RESOLUTION NO 14

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 2015. 

§ 2

The Resolution shall enter into force on the date of its adoption. 

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 14 was adopted.

RESOLUTION NO 15

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

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 on the basis of art. 430 of the Code of Commercial Companies decides to change the Articles of Association in such a way that § 21 section 3 receives the new, following wording:

“In case of the collective Board, the cooperation of two members of the Board or two attorneys jointly is required to submit declarations and sign them on behalf of the Company. In case of one-person Board, one member of the Board individually or two attorneys jointly are authorised to submit declarations and sign them on behalf of the Company.”

§ 2

Ordinary General Meeting of the Company called: CNT S.A. with a seat in Sosnowiec authorises the Supervisory Board 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 secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 15 was adopted.

RESOLUTION NO 16

OF ORDINARY GENERAL MEETING

CNT S.A. with a seat in Sosnowiec

of 15th June 2016

in case of adjourning a break in the meeting. 

§ 1

Ordinary General Meeting of the company called: CNT S.A. with a seat in Sosnowiec, acting on the basis of art. 408 § 2 of the Code of Commercial Companies decides to adjourn a break in the proceeding of the Meeting, the renewal of the meeting will take place on 7th July 2016 at 11:30 in a seat of the Company in Sosnowiec, at ul. Partyzantów 11. 

§ 2

The Resolution shall enter into force on the date of its adoption. 

The Chairman stated that in secret voting there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) valid votes out of 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) of the shares of the Company, which constitutes 65,09% (sixty-five and nine hundredths of per cent) of the shares in share capital of the Company, including:

- there were 5.916.932 (five million nine hundred and sixteen thousand nine hundred and thirty-two) votes FOR the resolution,

- 0 (zero) votes AGAINST the resolution,

- 0 (zero) ‘abstained’ votes,

as a result of which the resolution no. 16 was adopted. 

Ordinary General Meeting of the Company did not withdraw from the consideration of any of the points of the planned agenda, as well as no objection was made to the protocol with reference 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 temporary 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).

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The Management Board of Centrum Nowoczesnych Technologii S.A., with its registered office in Sosnowiec (the "Issuer") announces, that on 10/06/2016 the Issuer received information from its subsidiary GET EnTra Sp. z o. o. (The "Company"), that within the framework of activities in energy trading, the Company concluded purchase and sale of electricity with a total value of 83,691,732.38 PLN on the Polish Power Exchange ("The Exchange") from 26/05/2016 to 10/06/2016, while on 30/05/2016 the Company concluded  purchase and sale of electricity with a total value of 15,857,344.97 PLN with delivery date during the period from 30/05/2016 to 31/12/2017.     

The terms and conditions of concluded contracts (transactions) do not differ from characteristic for this kind/type of market transactions. 

The criterion for considering the agreement as significant is exceeding 10% of  the sales revenue of the Centrum Nowoczesnych Technologii S.A. Capital Group for the last four financial quarters.

Legal Basis:  Art. 56 sec. 1 point 2 of the Public Offering Act - current and periodic information.

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The Management Board of Centrum Nowoczesnych Technologii S.A., with its registered office in Sosnowiec (the "Issuer") announces, that on 25/05/2016 the Issuer received information from its subsidiary GET EnTra Sp. z o. o. (The "Company"), that within the framework of activities in energy trading, the Company concluded purchase and sale of electricity with a total value of 72,708,739.04 PLN on the Polish Power Exchange ("The Exchange") from 28/04/2016 to 25/05/2016, while on 28/04/2016 the Company concluded  purchase and sale of electricity with a total value of 8,111,604.27 PLN with delivery date during the period from 29/04/2016 to 31/12/2017.            

The terms and conditions of concluded contracts (transactions) do not differ from characteristic for this kind/type of market transactions. 

The criterion for considering the agreement as significant is exceeding 10% of  the sales revenue of the Centrum Nowoczesnych Technologii S.A. Capital Group for the last four financial quarters.

Legal Basis:  Art. 56 sec. 1 point 2 of the Public Offering Act - current and periodic information.

 

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With reference to the current report no. 44/2016 dated on 18th May 2016 on convening the Ordinary General Meeting of CNT S.A on 15th June 2016 (OGM) of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (hereinafter "Company", "CNT S.A.") informs that on 23rd May 2016 the Company received a motion submitted by FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych, i.e. a shareholder of the Company possessing Company shares accounting for at least 1/20 of the Company share capital, in the name and on behalf of Fundusze Inwestycji Polskich Towarzystwo Funduszy Inwestycyjnych S.A. demanding the following issues to be included in the Agenda of the Ordinary General Meeting: 

"Acting in compliance with the Art. 401 § 1 of the Code of Commercial Companies, on behalf of the FIP 11 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych Shareholder ("Shareholder") possessing shares of the Company Centrum Nowoczesnych Technologii Spółka Akcyjna based in Sosnowiec ("Company"), accounting for at least one twentieth of the Company's share capital, we hereby: 

request the following item to be added to the Agenda of the next Company's General Meeting convened on 15th June 2016, the wording as follows: 

"Adoption of resolutions on changes in the Company's Supervisory Board"

Under the provisions of the Art. 401 § 1 sentence 4 of the Code of Commercial Companies, I hereby present a draft of a resolution for the point 1 above:

Resolution no. […]

Of the Ordinary General Meeting of CNT S.A. based in Sosnowiec, ul. Partyzantów 11 ("Company")

on 15th June 2016

on revoking a Supervisory Board member. 

§ 1

Ordinary General Meeting of the Company CNT S.A. based in Sosnowiec, acting according to the Art. 385 of the Code of Commercial Companies hereby decide to revoke Mr/Ms […] from the Company's Supervisory Board.

§ 2

The resolution comes into force upon adoption.

Resolution no. […]

Of the Ordinary General Meeting of CNT S.A. based in Sosnowiec, ul. Partyzantów 11 ("Company")

on 15th June 2016

on appointing a Supervisory Board member. 

§ 1

Ordinary General Meeting of the Company CNT S.A. based in Sosnowiec, acting according to the Art. 385 of the Code of Commercial Companies hereby decide to appoint Mr/Ms […] to the Company's Supervisory Board. 

§ 2

The resolution comes into force upon adoption.

In the light of the foregoing, the Agenda of the Ordinary General Meeting convened on 15th June 2016, extended with the point concerning the aforementioned motion of the Shareholder shall be following:

1. Opening the session and election of the Chairperson of the Ordinary General Meeting.

2. Statement of the validity of the convocation of the Ordinary General Meeting and its ability to adopt resolutions.

3. Approval of the Agenda.

4. Consideration and adoption of the resolution on the approval of the financial statement in CNT S.A. and the report on the business activities of CNT S.A. in the financial year 2015.

5. Consideration and adoption of the resolution on approval of the consolidated financial report of the Capital Group CNT S.A. and the report on the business activities of the Capital Group CNT S.A. in the financial year 2015.

6. Consideration and adoption of the resolution on the approval of the Centrum Nowoczesnych Technologii S.A Supervisory Board's report on its business activities in the financial year 2015.

7. Adoption of a resolution on the distribution of the Company's profit in the financial year 2015.

8. Adoption of a resolution on giving the vote of acceptance to members of the Company Management Board for accomplishing their duties in the financial year 2015.

9. Adoption of a resolution on giving the vote of acceptance to members of the Company Supervisory Board for accomplishing their duties in the financial year 2015.

10. Adoption a resolution on amendments to the Articles of Association of the Company.

11. Adoption of a resolution on changes in the Supervisory Board of the Company.

12. Closing the session.

Other information referring to the convocation of the Ordinary General Meeting on 15th June 2016 published in the report no. 44/2016 remain unchanged.

Legal basis: § 38 sec. 1 item 4 - 5 of the Ministry of Finance Ordinance of 19th February 2009 regarding current and periodical information submitted by issuers of securities and and the conditions of regarding the induration required by legal regulations of a non-member country as equivalent (i.e. Law Gazette 2014 item. 133 with further amendments).

 

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The Board of Centrum Nowoczesnych Technologii S.A. based in Sosnowiec (hereinafter: „Company”), acting under the Art. 399 § 1, Art. 395 § 1 and Art. 402(1) and Art. 402(2) of the Code of Commercial Companies, hereby convene Ordinary General Meeting of CNT S.A. (hereinafter: „Ordinary General Meeting” or „OGM”) on 15^th June 2016, at 11:30 at the Headquarters of the Company in Sosnowiec, ul. Partyzantów 11, with the following Agenda:

1. Opening of the session and election of the Chairperson of the Ordinary General Meeting.
2. Confirming that the Ordinary General Meeting was duly convened and is capable of adopting valid resolutions.
3. Approval of the Agenda.
4. Consideration and adoption of a resolution on the examination and approval of the financial statement of CNT S.A. and a report on the activities of CNT S.A. in the financial year 2015.
5. Consideration and adoption of a resolution on an approval of the consolidated financial statement of the Capital Group CNT S.A. and a report on the activities of the Capital Group CNT S.A. in the financial year 2015.
6. Consideration and adoption of a resolution on an approval of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. for its business activity in 2015.
7. Adoption of a resolution concerning distribution in the financial year 2015.
8. Adoption resolutions on grating a vote of acceptance to the members of the Board of the Company in the financial year 2015.
9. Adoption of resolutions on granting a vote of acceptance to the members of the Supervisory Board of the Company in the financial year 2015.
10. Adoption a resolution on amendments to the Articles of Association of the Company.
11. Closing the session.

The Board of the Company presents below the current provisions of the Articles of Association as well as the contents of draft amendments: 

The provisions of § 21 section  3 of the Articles of Association so far: 

In case the Board of the Company consists of more than one person, it is required that either two members of the Board or one Board member and a proxy act jointly to make declarations and sign them on behalf of the Company. In case the Board of the Company is one person, one Board member acting independently is entitled to make declarations and sign them. 

Proposed wording § 21 section 3 of the Articles of Association:

In case the Board of the Company consists of more than one person, it is required that either two members of the Board or two proxies act jointly to make declarations and sign them on behalf of the Company. In case the Board of the Company is one person, one Board member or two proxies jointly are entitled to make declarations and sign them 

Full text of the announcement about convening the Ordinary General Meeting of the Company, the content of draft resolutions of OGM, the  Supervisory Board’s Report of  CNT S.A. on its activities together with a brief assessment of the situation of the Company including internal control system assessment and the risk management system important for the Company in 2015 and other reports of the Supervisory Board of CNT concerning issues included in the Agenda of the OGM constitute the Appendices to this report.

The full text of the announcement about convening the Ordinary General Meeting of the Company, along with documentation that is due to be presented to the Ordinary General Meeting of CNT S.A. convened on 15th June 2016, were published on the Internet website of the Company: www.cntsa.pl  

Legal basis: § 38 section 1 item 1, 2 and 3 the Resolution of the Minister of Finances dated on 19th February 2009 about current and periodical information published by issuers of securities, and on conditions under which information required by legal regulation of a third country can be organised as equivalent (Law Gazette of 2009 No. 33 item 259 with further amendments).

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