Ciech

Szukaj
WCAG A A A

CURRENT REPORTS

Registration of amendments to the By-Laws

Current report no : 62/2014
Report date : 8/11/2014
Abbreviated name : Ciech SA
Subject : Registration of amendments to the By-Laws
Legal basis : Art. 56 section 1 point 2 of the Act on Offering – current and periodic information

Report : 

The Management Board of Ciech S.A., with a registered office in Warsaw ("The Company") announces that on 11 August 2014 it received a decision of the District Court for the Capital City of  Warsaw in Warsaw, XIII Commercial Division of the National Court Register, case ref. no. WA.XIII.NS-REJ.KRS/035420/14/435, regarding the registration, on 24 July 2014, of amendments to the By-Laws of CIECH S.A. made pursuant to Resolution no. 17 of the Extraordinary Shareholders' Meeting of CIECH S.A. of 7 July 2014 (publicly announced by the Company in current report no. 49/2014 of 7 July 2014)

Amendments to the By-Laws of the Company, encompassing:

  • § 18, § 21 section 2 and § 23 section 1 constitute a consequence of a change of the scope of competence of the authorities of the Company to appoint and dismiss members of the management board. So far, the competence in this regard was vested in the Shareholders' Meeting. After the amendments, the authority to appoint and dismiss members of the management board is vested in the Supervisory Board of the Company,
  • § 21 section 2, in addition to the aforementioned change of competence of the authorities of the Company, introduces a change regarding the granting of consent to the disposal of right or incurring a liability, 
  • § 23 section 1, in addition to the aforementioned change of competence of the authorities of the Company, introduces a change regarding the number of members of the management board of the Company

The text of § 18 of the By-Laws reading so far:

The competence of the Shareholders' Meeting shall include, in particular:

  1. consideration and approval of the report of the Management Board on the activity of the Company, the financial statement for the previous financial year, the consolidated financial statement and the statement on the activity of the capital group where the Company is a dominant entity, provided that the Company prepares the same, and the annual written report of the Supervisory Board , as well as the granting of acknowledgement to members of the authorities of the Company for fulfilment of their duties;
  2. adoption of resolutions on distribution of profits or coverage of losses;
  3. adoption of the rules and regulations of the Shareholders' Meeting;
  4. an amendment to the By-Laws of the Company;
  5. an amendment to the object of activity of the Company;
  6. sale and lease of the enterprise or an organized part thereof, as well as establishment of a limited property right thereon;
  7. appointment and dismissal of members of the Supervisory Board and determination of the value of remuneration for members of the Supervisory Board;
  8. appointment and dismissal of members of the Management Board, including the President of the Management Board;
  9. increase or decrease of the share capital;
  10. adoption of resolutions regarding the conduct of issue of bonds, including bonds convertible to shares;
  11. merger of the Company with other companies, division and transformation of the Company;
  12. dissolution of the Company;
  13. granting the consent for the acquisition by the Company of shares for the purpose of their redemption and adoption of the terms and conditions of redemption of shares;
  14. adoption of other resolutions stipulated by law or by the provisions of these By-Laws.

The text of § 18 of the By-Laws reading now: 
The competence of the Shareholders' Meeting shall include, in particular:

  1. consideration and approval of the report of the Management Board on the activity of the Company, the financial statement for the previous financial year, the consolidated financial statement and the statement on the activity of the capital group where the Company is a dominant entity, provided that the Company prepares the same, and the annual written report of the Supervisory Board , as well as the granting of acknowledgement to members of the authorities of the Company for fulfilment of their duties;
  2. adoption of resolutions on distribution of profits or coverage of losses;
  3. adoption of the rules and regulations of the Shareholders' Meeting;
  4. an amendment to the By-Laws of the Company;
  5. an amendment to the object of activity of the Company;
  6. sale and lease of the enterprise or an organized part thereof, as well as establishment of a limited property right thereon;
  7. appointment and dismissal of members of the Supervisory Board and determination of the value of remuneration for members of the Supervisory Board;
  8. increase or decrease of the share capital;
  9. adoption of resolutions regarding the conduct of issue of bonds, including bonds convertible to shares;
  10. merger of the Company with other companies, division and transformation of the Company;
  11. dissolution of the Company;
  12. granting the consent for the acquisition by the Company of shares for the purpose of their redemption and adoption of the terms and conditions of redemption of shares;
  13. adoption of other resolutions stipulated by law or by the provisions of these By-Laws.

The text of § 21 section 2 of the By-Laws reading so far: 
The competence of the Supervisory Board shall include, in particular:

  1. evaluation of the report of the Management Board on the activity of the Company, the financial statement for the previous financial year, the consolidated financial statement and the statement on the activity of the capital group where the Company is a dominant entity, provided that the Company prepares the same, with regard to their compliance with the books and documents, as well as the actual state of affairs, and the motions of the Management Board concerning distribution of profits or coverage of losses, as well as the submission to the Shareholders' Meeting of the annual written report on the results of this evaluation;
  2. granting opinions to the action programmes of the Company prepared by the Management Board;
  3. consideration and granting of opinions regarding matters which form an object of resolutions of the Shareholders' Meeting;
  4. adoption of the Rules and Regulations of the Supervisory Board;
  5. approval of the Rules and Regulations of the Management Board
  6. determination of rules of remuneration for members of the Management Board, including the President of the Management Board;
  7. selection of a chartered accountant to conduct an audit of the financial statement of the Company and an audit of the consolidated financial statement of the capital group of the Company;
  8. granting the consent for the disposal of right or incurring the liability which, within the scope of a single legal transaction or a number of related legal transactions, exceeds the equivalent of the amount of PLN 10,000,000 (say: ten million), with the exception of:
    • sales contracts concerning raw materials, semi-finished products and products connected with the object of activity of the Company;
    • activities which require the consent of the Shareholders' Meeting.

The text of § 21 section 2 of the By-Laws reading now: 
The competence of the Supervisory Board shall include, in particular:

  1. evaluation of the report of the Management Board on the activity of the Company, the financial statement for the previous financial year, the consolidated financial statement and the statement on the activity of the capital group where the Company is a dominant entity, provided that the Company prepares the same, with regard to their compliance with the books and documents, as well as the actual state of affairs, and the motions of the Management Board concerning distribution of profits or coverage of losses, as well as the submission to the Shareholders' Meeting of the annual written report on the results of this evaluation;
  2. granting opinions to the action programmes of the Company prepared by the Management Board;
  3. consideration and granting of opinions regarding matters which form an object of resolutions of the Shareholders' Meeting;
  4. adoption of the Rules and Regulations of the Supervisory Board;
  5. approval of the Rules and Regulations of the Management Board
  6. appointment and dismissal of members of the Management Board, including the President of the Management Board;
  7. determination of rules of remuneration for members of the Management Board, including the President of the Management Board;
  8. selection of a chartered accountant to conduct an audit of the financial statement of the Company and an audit of the consolidated financial statement of the capital group of the Company;
  9. the granting of consent to acquisition and sale of real estate, perpetual usufruct or a share in real estate;
  10. granting of consent to disposal of the right or incurring the liability to the amounts exceeding 5% of the equity capital of the Company, with the exception of:
    • purchase and sale of raw materials, semi-finished products and products connected with the object of activity of the Company;
    • the incurring of liabilities connected with the basic, on-going activity of the Company, to the amounts not exceeding 10% of the equity capital of the Company;
    • activities which require the consent of the Shareholders' Meeting.

The text of § 23 section 1 of the By-Laws reading so far: 
The Management Board shall be composed of three to five persons, including the President of the Management Board, appointed and dismissed by the Shareholders' Meeting.

The text of § 23 section 1 of the By-Laws reading now:

The Management Board shall be composed of one or more members. The Supervisory Board shall appoint the President of the Management Board and the other members of the Management Board. The Supervisory Board shall establish the number of members of the Management Board.

The uniform text of the By-Laws of the Company was adopted by means of resolution no. 18 of the Extraordinary Shareholders' Meeting of 7 July 2014 (publicly announced by the Company in current report no. 49/2014 of 7 July 2014), constituting an attachment to this report.

Legal basis: § 38 section 1 point 2) letter a of the of the Regulation of the Minister of Finance of 19 February 2009 regarding current and periodic information delivered by issuers of securities and on conditions of recognition of information required under non-member state law regulations as equivalent.

Signatures of the Company’s Representatives : Dariusz Krawczyk – President of the Management Board

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