Current Report No. 15/2017

Date of preparation: 27 October 2017

Abbreviated name of the Issuer: Ciech S.A.

Subject: Registration of amendments to the Articles of Association

Legal basis: Article 56 section 1 point 2 of the Act on Public Offering – current and periodic information  

The Management Board of CIECH S.A. with its registered office in Warsaw (the “Company”), hereby informs that today it has received the decision of the District Court for the capital city of Warsaw in Warsaw, XII Commercial Division of the National Court Register, regarding registration of amendments to the Articles of Association of CIECH S.A. made by virtue of Resolution No. 18 of the Annual General Meeting of CIECH S.A. of 22 June 2017 (as communicated to the public by the Company in its current report no. 12/2017 of 22 June 2017).

The Articles of Association of the Company were amended in the scope of § 20 section 1, 3,4, 7, 8 and § 24 section 4 point 4, section 6 and 8.  

The Annual General Meeting of CIECH S.A. amended the Articles of Association of CIECH S.A. as follows:

• § 20 section 1, in its existing wording:

The Supervisory Board shall be formed of five to nine members appointed by the Shareholders’ Meeting.

was replaced by:

The Supervisory Board shall be formed of five to nine members appointed by the Shareholders’ Meeting. The number of members of the Supervisory Board shall be determined by the Shareholders’ Meeting by way of resolution.

• § 20 section 3, in its existing wording:

Individual members of the Supervisory Board may be at any time dismissed in a manner provided for their appointment.

was replaced by:

Individual members of the Supervisory Board may be at any time dismissed by the Shareholders’ Meeting.

• § 20 section 4, in its existing wording:

The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the Supervisory Board and approved by the Shareholders’ Meeting.

was replaced by:

The Supervisory Board shall operate on the basis of the Rules and Regulations adopted by the Supervisory Board and approved by the Shareholders’ Meeting, which shall detail the principles of its proceedings.

• Sections 7 and 8 was deleted from § 20, the current wording of these sections is as follows:

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 sent.

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.

• § 24 section 4, point 4), in its existing wording:

4) convening of Shareholders’ Meetings and adoption of the proposed agenda;

was replaced by:

4) convening of Shareholders’ Meetings and determination of their agenda;

• § 24 section 6, in its existing wording:

Resolutions of the Management Board shall be adopted by means of an absolute majority of votes. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.

was replaced by:

Resolutions of the Management Board shall be adopted by means of an absolute majority of votes, with at least half of its members participating in the vote. In the event of an equal number of votes, the vote of the President of the Management Board shall be decisive.

• In § 24, was added to section 8, which shall read as follows:

The Management Board may adopt its resolutions without a duly convened meeting, by way of votes cast in writing or means of direct distant communication, provided however that any resolutions adopted in the aforementioned manner shall be effective if all members of the Management Board have received a notification specifying the contents of the proposed resolution.The consolidated text of the Articles of Association of the Company, adopted by resolution no. 19 of the Annual General Meeting of 22 June 2017 (as communicated to the public by the Company in its current report no. 12/2017 of 22 June 2016), has been appended to this report.Legal basis: § 38 section 1 point 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on conditions under which information required by legal regulations of a third country may be recognised as equivalent.

Signatures of persons representing the Company: 

Maciej Tybura – President of the Management Board 

Artur Osuchowski – Member of the Management Board