Registration of amendments to the By-laws of CIECH S.A.
Current report no : 29/2015
Report date : 9/1/2015
Abbreviated name : Ciech SA
Subject : Registration of amendments to the By-laws of CIECH S.A.
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 today it has received a decision of the Regional Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, regarding the registration, on 10 August 2015, of amendments to the By-Laws of CIECH S.A. made pursuant to Resolution no. 29 of the Ordinary (Annual) Shareholders' Meeting of CIECH S.A. of 30 June 2015 (publicly announced by the Company in current report no. 17/2015 of 30 June 2015)
Amendments to individual provisions of the By-laws:
- in § 14, after section 3, the following section 4 is added:
The Management Board shall be authorized to pay an advance payment to shareholders towards the anticipated dividend at the end of the financial year, if the Company has funds which are sufficient to make such payment and if the approved financial statement for the previous year shows profit. The advance payment may constitute maximum a half of the profit achieved from the end of the previous financial year, as disclosed in the financial statement, audited by a chartered accountant, increased by reserve capital established from the profit which, for the purpose of payment of the advance payments, may be at the disposal of the Management Board, and decreased by uncovered losses and equity shares.
- § 18 point 6:
- currently reading as follows:
Sale and lease of the enterprise or an organized part thereof, as well as establishment of a limited property right thereon;
- shall now read as follows:
Sale, lease and tenancy of the enterprise or an organized part thereof, as well as establishment of a limited property right thereon.
- In § 20, after section 6, the following sections 7 and 8 shall be added:
- section 7:
Meetings of the Supervisory Board shall be convened by means of a written notification of the time and agenda of the meeting, delivered to each member of the Supervisory Board fourteen days before the planned date of the meeting. A notification of a meeting of the Supervisory Board may also be sent to a member of the Board by means of an electronic mail, if such member has previously granted his consent to such form of communication, providing an e-mail address to which such notification should be set.
- section 8:
In the event that the on-going activity of the Company requires immediate convening of the Supervisory Board, this may be done, but resolutions adopted during such meeting shall be valid only if each of the members of the Supervisory Board delivers to the Chairman, and in the event of his absence, to his Deputy or to the secretary, not later than before the opening of the meeting, a written statement that he has been duly notified of the date and subject matter of such meeting. The above statement may also be sent by fax or electronic mail to the number/electronic mail address indicated on the website of the Company. - § 21 section 2
- currently reading as follows:
2. The competence of the Supervisory Board shall include, in particular:
- evaluation of the 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;
- granting opinions to the action programmes of the Company prepared by the Management Board;
- consideration and granting of opinions regarding matters which form an object of resolutions of the Shareholders' Meeting;
- adoption of the Rules and Regulations of the Supervisory Board;
- approval of the Rules and Regulations of the Management Board
- appointment and dismissal of members of the Management Board, including the President of the Management Board;
- determination of rules of remuneration for members of the Management Board, including the President of the Management Board;
- 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;
- the granting of consent to acquisition and sale of real estate, perpetual usufruct or a share in real estate;
- 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.
- shall now read as follows:
2. The Competence of the Supervisory Board, in addition to the scope specified in the Commercial Companies Code, shall be:
1) evaluation of the 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 PLN 20,000,000 (say: twenty million), 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.
11) granting opinions regarding candidates to members of supervisory boards of the companies where the Company is a partner or shareholder;
12) approval of draft annual business plans and budgets of the Company, the Capital Group of the Company and their amendments;
13) granting the consent to the encumbrance of the property assets of the Company to the amount (the sum of security) not exceeding PLN 10,000,000.00 (say: ten million), as part of one or a series of combined transactions;
14) granting consent for the Company's granting of sureties and guarantees to entities other than subsidiaries, as defined by the Commercial Companies Code;
15) granting consent to the payment of an advance payment towards the anticipated dividend;
16) granting consent to the exercise by the Company of ownership rights granted to it as a partner or shareholder of a subsidiary, within the scope specified in point 10 above.
- currently reading as follows:
- 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.
- shall now read as follows:
- The Management Board shall be composed of at least two 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.
- currently reading as follows:
The President of the Management Board acting solely, two members of the Management Board acting jointly or one member of the Management Board acting jointly with a commercial representative shall be entitled to place statements of will and sign on behalf of the Company.
- shall now read as follows:
Two members of the Management Board acting jointly or one member of the Management Board acting jointly with a commercial representative shall be entitled to place statements of will and sign on behalf of the Company.
The uniform text of the By-Laws of the Company was adopted by means of resolution no. 30 of the Extraordinary Shareholders' Meeting of 30 June 2015 (publicly announced by the Company in current report no. 17/2015 of 30 June 2015), 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 : Maciej Tybura – President of the Management Board, Artur Osuchowski – Member of the Management Board
