|
Correction of report number 1/2010: Resolutions taken by Extraordinary General Assembly of Company Shareholders on January 7, 2010
Concerning the fact that report number 1/2010 from 11th of January 2010 was sent by mistake with number 75/2010 and the correct number of this current report is 1/2010. Moreover we display full report in correct form below:
The management board of Centrum Klima S.A., Piastów (hereinafter "Company") herewith announces to contents of resolutions adopted by the Extraordinary General Assembly of Company Shareholders held on January 7, 2010.
Resolution number 01/01/2010
of Extraordinary General Assembly of Shareholders
in the company styled Centrum Klima S.A., Piastów
on appointment of the Assembly Chairman
The Extraordinary General Assembly of Shareholders of Centrum Klima S.A., Piastów, appoints Mr. Aleksander Jacek Wójcik its chairman.
In secret ballot there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 02/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on recorded voting on members of the teller committee
The Extraordinary General Assembly of Shareholders of Centrum Klima S.A., Piastów, resolves that voting on members of the teller committee will be recorded.
In secret ballot there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 03/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on appointment of the teller committee
The Extraordinary General Assembly of Shareholders of Centrum Klima S.A., Piastów, appoints the following tellers: Monika Jastrzembska and Krzysztof Grudzień.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 04/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on adoption of the agenda
The Extraordinary General Assembly of Shareholders approves the following agenda:
1. Opening.
2. Appointment of chairman.
3. Conforming correctness of convention of the Assembly and its ability to make valid resolutions.
4. Appointment of teller committee.
5. Approval of the agenda.
6. Determining the number of members of the Supervisory Board.
7. Changes in membership of the Supervisory Board.
8. Amendment of the articles of association.
9. Approval of the uniform version of the articles of association.
10. Amending the General Assembly by-laws.
11. Approval of the uniform version of the General Assembly by-laws.
12. Adoption of new accounting policy as of January 1, 2010.
13. Closing.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 05/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on the number of members of the Supervisory Board
§ 1.
Pursuant to §32, clause 1, item I of the Articles of Association, the General Assembly resolves that the Supervisory Board will comprise 6 (six) members.
§ 2.
This resolution becomes valid on the date of its adoption.
In secret ballot there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 06/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on changes in membership of the Supervisory Board
§ 1.
Pursuant to article 385, §1 of the Commercial Companies Code, and §18, clause 1, item b) of the Articles of Association, the General Assembly appoints Mr. Jakub Głowacki and Ms Urszula Jakrzewska members of the Supervisory Board.
§ 2.
This resolution becomes valid on the date of its adoption.
In secret ballot there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 07/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on amendments of the Articles of Association
§ 1.
Pursuant to article 430, §1 of the Commercial Companies Code, and §32, clause 1, item d) of the Articles of Association, the General Assembly herewith amends §18, clause 1 of the Articles of Association to read as follows:
"§ 18.
1. The Supervisory Board comprises 5 (five) up to 7 (seven) members appointed simultaneously for 5 years’ terms of office as follows:
(a) Company shareholder holding shares authorizing more than 25% votes at the General Assembly may appoint and dismiss: (i) one member of the Supervisory Board, if the agreed number of Supervisory Board members is 5; or (ii) two members of the Supervisory Board, if the agreed number of Supervisory Board members is more than 5,
(b) the remaining members of the Supervisory Board, including the independent members referred to below, are appointed and dismissed by the General Assembly."
§ 2.
This resolution becomes valid on the date of its adoption.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 08/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on amendments of the Articles of Association
§ 1.
Pursuant to article 430, §1 of the Commercial Companies Code, and §32, clause 1, item d) of the Articles of Association, the General Assembly herewith amends §26, clause 1 of the Articles of Association to read as follows:
"§ 26.
1. The General Assembly is convened by the Management Board.
2. Ordinary General Assembly is convened by the Management Board within 6 months of the end of accounting year.
3. Following failure of the Management Board to convene the General Assembly pursuant to §26, clause 2, the Supervisory Board may convene the General Assembly. The Supervisory Board may convene the Extraordinary General Assembly whenever it deems doing so required or necessary.
4. Shareholders representing at least 50% of the company capital or at least 50% of votes in the Company may convene the Extraordinary General Assembly and appoint its chairman.
5. Shareholder or shareholders representing at least 1/20 of the company capital may request convention of Extraordinary General Assembly and putting specific items on its agenda.
6. The Extraordinary General Assembly should be convened at the request of shareholders within two weeks of the request being made."
§ 2.
This resolution becomes valid on the date of its adoption.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 09/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on amendments of the Articles of Association
§ 1.
Pursuant to article 430, §1 of the Commercial Companies Code, and §32, clause 1, item d) of the Articles of Association, the General Assembly herewith amends §27 of the Articles of Association to read as follows:
"§ 27.
1. The General Assembly can only pass resolutions on matters included on the agenda.
2. The agenda is determined by the Management Board.
3. Shareholder or shareholders representing at least 1/20 of the company capital may request inclusion of specific maters on the agenda of the nearest General Assembly. Such request should be made to the Management Board not later than 21 days before the scheduled date of the Assembly, and specify the reasons for, or draft of, resolutions concerning the proposed agenda item. The request can be sent by electronic means.
4. Shareholder or shareholders representing at least 1/20 of the company capital may before the date of the General Assembly submit in writing or in electronic format, draft resolutions on individual items included or to be included in the agenda. Draft resolutions are published by the Company on its Internet website without delay.
5. Draft resolutions concerning items of the agenda can be submitted by every shareholder during the General Assembly."
§ 2.
This resolution becomes valid on the date of its adoption.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 10/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on amendments of the Articles of Association
§ 1.
Pursuant to article 430, §1 of the Commercial Companies Code, and §32, clause 1, item d) of the Articles of Association, the General Assembly herewith amends §32 of the Articles of Association to read as follows:
"§ 32
4. The General Assembly can adopt resolutions on major change of the scope of business of the Company without the obligatory buy-out of shareholders objecting to such change, provided that the relevant resolution is passed by 2/3 majority of votes in the presence of at shareholders representing not less than half the nominal capital."
§ 2.
This resolution becomes valid on the date of its adoption.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 11/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on adoption of uniform text of the Articles of Association
In view of adoption of resolutions number 7/01/2010, 8/01/2010, 9/01/2010 and 10/01/2010 amending the Articles of Association, the Extraordinary General Assembly resolves as follows:
§ 1.
Uniform text of the Articles of Association is approved, reading as specified in the attachment to this Resolution.
§ 2.
This resolution becomes valid after court registration of the changes to the Articles of Association introduced on January 7, 2010 by resolutions number 7/01/2010, 8/01/2010, 9/01/2010 and 10/01/2010.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
The schedule to resolution 11.01/2010 has been attached to the current report.
Resolution number 12/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on amendment of the General Assembly by-laws
§1
Pursuant to §31, clause 2 of the Articles of Association, the Extraordinary General Assembly herewith amends §4, clause 1 of the General Assembly by-laws to read as follows:
"§4
1. The Supervisory Board may convene:
(a) Ordinary Assembly in case of the Management Board’s failure to convene Ordinary Assembly within the time prescribed under §3, clause 1 above; or
(b) Extraordinary Assembly, if deemed appropriate or required."-
§2
Pursuant to §31, clause 2 of the Articles of Association, the Extraordinary General Assembly herewith amends §5 of the General Assembly by-laws to read as follows:
" §5.
1. Shareholder or shareholders representing at least 1/20 of the company capital may request convention of Extraordinary General Assembly and inclusion of specific items in its agenda. Such request must specify the reason for, and drafts of, relevant resolutions to be discussed.
2. Shareholder or shareholders representing at least 1/20 of the company capital may request inclusion of specific items on the agenda of the nearest General Assembly. Such request should be submitted to the Company President not later than 21 days prior to the scheduled date of Assembly and specify the reason for, and drafts of, relevant resolutions to be discussed.
3. The request under clause 1 and 2 above can be made by electronic means, pursuant to the procedure set froth under §5a of the By-laws.
4. The Management Board must announce changes made to the agenda at the request of shareholders without delay, and in no event later than 18 days prior to the scheduled date of the Assembly. Such announcement is made following the procedure for convening the General Assembly.
5. Shareholder or shareholders representing at least 1/20 of the company capital may before the date of the General Assembly submit to the Company in writing or in electronic format, as per §5a of the By-laws, draft resolutions on individual items included or to be included in the agenda. Draft resolutions are published by the Company on its Internet website without delay."
§3
Pursuant to §31, clause 2 of the Articles of Association, the Extraordinary General Assembly herewith amends §5a of the General Assembly by-laws to read as follows:
"§5a
1. Requests for convention of the General Assembly, for inclusion of specific items on its agenda, submission of draft resolutions and notification about appointment (dismissal) of representative authorized to act the General Assembly and to exercise voting rights can be sent to the Company by electronic means without secure signature, only verified by valid qualified certificate, according to the rules set forth below.
2. The actions referred to in the preceding item 1 are exercised by the Shareholder by sending to the company a computer file containing copy of the signed power of attorney or request, using electronic communications, by means of electronic mail to wza@centrumklima.pl
3. Is performing the actions referred to in the preceding item, the Shareholder may use a relevant form published by the Company at www.centrumklima.pl
4. Prior to granting power of attorney by electronic means, every Shareholder should independently estimate the risk involved in communicating by electronic means without secure electronic signature verified by valid qualified certificate.
5. Detailed procedures of implementing the above procedure will be defined by the Management Board. Additional security measures can be introduced by the Management Board."
§4
Pursuant to §31, clause 2 of the Articles of Association, the Extraordinary General Assembly herewith amends §7, clause 6, of the General Assembly by-laws to read as follows:
"§ 7.
6. At the request made no earlier than following notice convening the General Assembly and not later than on the first working day following registration for the General Assembly by shareholder holding rights to dematerialized bearer shares, the entity maintaining the securities account will issue an inscribed certificate of authority to participate in the General Assembly. Those shareholders holding rights to dematerialized bearer shares failing requesting provision of the inscribed certificate of authority to participate in the General Assembly cannot take part in the Assembly."
§ 5
This resolution becomes valid on the date of its adoption.
In secret ballot there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Resolution number 13/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on adoption of uniform text General Assembly by-laws
In view of adoption of resolution number 12/01/2010 amending the General Assembly by-laws, the Extraordinary General Assembly resolves as follows:
§ 1.
Uniform text of the General Assembly by-laws is approved, reading as specified in the attachment to this Resolution.
§ 2.
This resolution becomes valid on the date of its adoption.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
The schedule to resolution 13/2010 has been attached to the current report.
Resolution number 14/01/2010
of Extraordinary General Assembly of Shareholders of
Centrum Klima S.A., Piastów,
on adoption of new accounting policy
1. The Extraordinary General Assembly resolves that, commencing on January 1, 2010, Centrum Klima S.A., Piastów ("Company") maintains its books of account and prepares financial reports pursuant to the International Accounting Standards, International Standards of Financial Reporting and their relevant interpretations announced in the form of European Commission directives.
2. Detailed rules (policy) will be announced by the Management Board.
In recorded voting there were 4.893.285 votes cast from 4.893.285 shares representing 57,44% of the nominal capital.
There were 4.893.285 affirmative votes, zero votes against and zero abstentions.
Attachements:
 The schedule to resolution 11.01/2010 (PL) (245.2 KB)
The schedule to resolution 13.01/2010 (PL) (208.2 KB)
Legal grounds:
Article 56, clause 1, item 2 of the Offering Act - current and periodic information, in conjunction with §38, clause 1 of the Minister of Finance directive of Feb. 19, 2009 on current information submitted by securities issuers and on conditions of recognition of equivalence of information required by law of non-member States. |
2010