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Resolutions passed by the Ordinary General Meeting of the Company on 17th May 2011
The Management Board of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) would like to publish the content of the resolutions passed by the Ordinary General Meeting of the Company which took place on 17th May 2011.
Draft resolution no. 01/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on electing the Chairperson of the Meeting
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Piastów elects Mr Aleksander Wójcik for the Chairperson of the Meeting.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 02/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on accepting the agenda for the General Meeting of Shareholders
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby accepts the following agenda for the General Meeting of Shareholders:
1. Opening the Ordinary General Meeting of Shareholders.
2. Election of the Chairperson of the Ordinary General Meeting of Shareholders.
3. Confirming that the Ordinary General Meeting of Shareholders has been properly called and is able to pass resolutions.
4. Accepting the agenda for the Ordinary General Meeting of Shareholders.
5. Presentation and discussion concerning the report on the activities of the Supervisory Board in 2010 together with evaluation of its work in 2010.
6. Presentation and discussion concerning the evaluation of the Company’s standing drawn up by the Supervisory Board, including the evaluation of the internal control system and the significant risk management system.
7. Considering and approving the Management Board report on the Company's operations and the financial statement for the trading year 2010.
8. Passing the resolution on distribution of the profit earned in the trading year 2010.
9. Passing the resolution on designating the profit disclosed in the Company’s accounting books as the profit from the previous years for increasing the supplementary capital.
10. Acknowledgement of the fulfilment of duties by the individual members of the Company’s authorities in the trading year 2010.
11. Passing the resolution on determining the number of members of the Supervisory Board.
12. Passing the resolutions on the changes to the composition of the Supervisory Board.
13. Passing the resolution on accepting the policy of remuneration for the members of the Supervisory Board.
14. Passing the resolution on determining the remuneration for the members of the Supervisory Board.
15. Review of the policy of remuneration for the Members of the Management Board, accepted and presented by the Supervisory Board and passing the resolution on approving the policy of remuneration for the members of the Company’s Management Board, accepted by the Supervisory Board.
16. Passing the resolution on the change to § 18 of the Company’s Articles of Association and authorising the Company’s Supervisory Board to accept the unified text of the Articles of Association.
17. Passing the resolution on the change to the Regulations of the General Meeting of Shareholders.
18. Closing the General Meeting of Shareholders.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 03/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on approving the Management Board report on the Company’s operations
and the financial statement of the Company for the trading year 2010
1. Having read the content of:
1) the report on the Company’s operations in the trading year 2010, drawn up by the Management Board of the Company,
2) the financial statement of the Company for the trading year 2010, which includes: introduction to the financial statement, balance sheet, profit and loss account, cash flow statement, statement of changes in equity, additional information to the financial statement, according to which the Company closed the trading year 2010 with the profit of PLN 6,648,211.20 (in words: six million six hundred forty eight thousand two hundred eleven PLN and 20/100), and the balance sheet total as at 31st December 2010 was PLN 89,850,559.18 (in words: eighty nine million eight hundred fifty thousand five hundred fifty nine PLN and 18/100);
3) the opinion and report of the statutory auditor concerning the audit of the Company’s financial statement for the trading year 2010, drawn up by PKF Audyt Sp. z o.o. with registered office in Warsaw, and
4) the report of the Company's Supervisory Board on the results of the evaluation of the Management Board report on the Company’s operations and the Company’s financial statement for the previous trading year 2010 as far as their compliance with the books, documents and factual circumstances is concerned,
the Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby approves:
1) the report on the Company’s operations in the trading year 2010, described above in point 1 and drawn up by the Company’s Management Board, and
2) the Company’s financial statement for the trading year 2010 described above in point 2, which includes:
a) introduction to the financial statement,
b) balance sheet,
c) profit and loss account,
d) cash flow statement,
e) statement of changes in equity, and
f) additional information to the financial statement.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 04/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on distribution of the profit earned in the trading year 2010
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) decides that the Company's net profit earned in the trading year 2010, in the amount of PLN 6,648,211.20 (in words: six million six hundred forty eight thousand two hundred eleven PLN and 20/100), shall be distributed in the following way:
a) the amount of PLN 2,814,829.95 (in words: two million eight hundred fourteen thousand eight hundred twenty nine PLN and 95/100) shall be designated for increasing the Company’s supplementary capital;
b) the amount of PLN 3,833,381.25 (in words: three million eight hundred thirty three thousand eight hundred eighty one and 25/100) shall be designated for the payment of dividend (the dividend shall amount to PLN 0.45 per every Company share). The record date is established on 2nd June 2011 and it is hereby decided that 5/9 of the dividend shall be paid until 16th June 2011 and the remaining 4/9 of the dividend shall be paid until 30th August 2011.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 05/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on designating the profit disclosed in the accounting books of the Company as the profit from previous years for increasing the Company’s supplementary capital
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby decides to designate the Company’s undistributed profit from the previous years in the amount of PLN 3,975,484.12 (in words: three million nine hundred seventy five thousand four hundred eighty four and 12/100) for increasing the Company’s supplementary capital.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 06/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the President of the Management Board of the Company, Mr Marek Perendyk, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 2,476,722 shares were submitted, which constituted 29.08 % of share capital, 2,476,722 valid votes were submitted, including 2,476,722 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 07/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Vice-President of the Management Board of the Company, Mr Wojciech Stanisław Jakrzewski, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 2,525,299 shares were submitted, which constituted 29.65 % of share capital, 2,525,299 valid votes were submitted, including 2,525,299 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 08/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Chairperson of the Supervisory Board of the Company, Ms Magdalena Karpińska, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 09/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Member of the Supervisory Board of the Company, Mr Tomasz Klinke, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 10/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Member of the Supervisory Board of the Company, Ms Agnieszka Karolina Nair, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 11/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Member of the Supervisory Board of the Company, Ms Iwona Perendyk, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 12/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Member of the Supervisory Board of the Company, Ms Urszula Jakrzewska, during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 13/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on acknowledgement of the fulfilment of duties
1. The Ordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter “the Company”) hereby acknowledges the fulfilment of duties by the Member of the Supervisory Board of the Company, Mr Jakub Głowacki during the trading year 2010.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 14/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on determining the number of members of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby determines the number of the members of the Company’s Supervisory Board in the amount of 5.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution valid, votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 15/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on dismissal of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby dismisses Ms Urszula Jakrzewska from the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 16/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on dismissal of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby dismisses Ms Magdalena Karpińska from the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 17/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on dismissal of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby dismisses Mr Tomasz Klinke from the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 18/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on dismissal of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby dismisses Mr Jakub Głowacki from the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 19/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on appointment of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby appoints Mr Tomasz Klinke to the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 20/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on appointment of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby appoints Mr Jakub Głowacki to the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 21/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
won appointment of a member of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby appoints Ms Urszula Jakrzewska to the Supervisory Board.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 22/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on accepting the policy of remuneration for the Members of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby accepts the policy of remuneration for the members of the Company’s Supervisory Board, which constitutes Attachment no. 1 to this Resolution.
2. The resolution comes into force upon being passed.
The Chairperson stated that during the voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 23/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on determining remuneration for the Members of the Company’s Supervisory Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby determines the following remuneration for the members of the Company’s Supervisory Board:
a) The Chairperson of the Supervisory Board shall receive the remuneration in the amount of gross PLN 4,000.00 for participation in a meeting of the Supervisory Board;
b) The Members of the Supervisory Board, who do not perform the function of the Chairperson of the Supervisory Board, shall receive the remuneration in the amount of gross PLN 2,000.00 each, for participation in a meeting of the Supervisory Board;
c) Members of permanent committees operating within the framework of the Supervisory Board, that is the Audit Committee and the Remuneration Committee shall receive the remuneration in the amount of gross PLN 500.00 for participation in every meeting of the Audit Committee or the Remuneration Committee, respectively.
2. Uchwała wchodzi w życie z dniem 1 czerwca 2011 roku.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 24/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on approving the policy of remuneration for the Company’s Management Board
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”) hereby approves the policy of remuneration for the members of the Company’s Management Board, accepted by the Company’s Supervisory Board at the meeting of 18th April 2011, which constitutes Attachment no. 1 to this Resolution.
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 0 votes “against”, 300,000 votes “abstain”, therefore the resolution was passed.
Draft resolution no. 25/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on the change to the Company’s Articles of Association and authorising the
Company’s Supervisory Board to accept the unified text of the Articles of Association
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”), based on § 32, item 1, letter (d) of the Articles of Association, hereby changes § 18 of the Company’s Articles of Association by formulating it as follows:
"§ 18.
1. The Supervisory Board is composed of 5 (five) to 7 (seven) members, appointed for the period of a joint term lasting five years in the following manner:
2. When the number of the Supervisory Board members has been determined in the amount of 5 members, the members of the Supervisory Board are appointed and dismissed in the following manner:
(a) the shareholder of the Company who holds the number of Company’s shares which entitle the shareholder to more than 20% of the general number of votes at the Company’s General Meeting of Shareholders, is entitled to appoint and, with reservation to item 4 below, dismiss one member of the Supervisory Board,
(b) other members of the Supervisory Board, including the independent members mentioned in item 9 below, are appointed and, with reservation to item 8 below, dismissed by the General Meeting of Shareholders.
3. When the number of the Supervisory Board members has been determined in the amount higher than 5 members, the members of the Supervisory Board are appointed and dismissed in the following manner:
(a) the shareholder of the Company who holds the number of Company’s shares which entitle the shareholder to more than 25% of the general number of votes at the Company’s General Meeting of Shareholders, is entitled to appoint and, with reservation to item 4 below, dismiss two members of the Supervisory Board;
(b) the shareholder of the Company who holds the number of Company’s shares which entitle the shareholder to at least 20%, but not more than 25% of the general number of votes at the Company’s General Meeting of Shareholders, is entitled to appoint and, with reservation to item 4 below, dismiss one member of the Supervisory Board,
(c) other members of the Supervisory Board, including the independent members mentioned in item 9 below, are appointed and, with reservation to item 8 below, dismissed by the General Meeting of Shareholders.
4. The entitlement of the shareholder who is mentioned in item 2, letter (a) and item 3, letter (a) and (b), hereinafter referred to as “the Entitled Shareholder”, to dismiss a member of the Supervisory Board concerns exclusively:
(a) the dismissal of the Supervisory Board members appointed by the Entitled Shareholder according to the procedure mentioned in item 2, letter (a), or item 3, letter (a) or item 3, letter (b) above, respectively;
(b) the situation when the number of the Supervisory Board members is compliant with the determined number of the Supervisory Board’s composition, however, the Supervisory Board’s composition does not include the appropriate number of the Supervisory Board members appointed by the Entitled Shareholder, then the Entitled Shareholder is entitled to dismiss the Supervisory Board member appointed by another shareholder, which at the moment of exercising its right to appoint the Supervisory Board member held the Company’s shares in the amount entitling it to exercise the rights mentioned above in item 2, letter (a), or item 3, letter (a), or item 3, letter (b) above, respectively, however, it has no longer got them or has got no right to appoint the Members of the Supervisory Board in such a number; or to dismiss the Supervisory Board’s member appointed by the General Meeting of Shareholders according to the procedure mentioned in item 6 below.
5. Appointment and dismissal of the Supervisory Board members by the Entitled Shareholder takes place by a written statement delivered to the Company. The Entitled Shareholder is obliged to submit a proof of holding the shares in the number which entitles it to appoint the Supervisory Board members, together with the statement concerning the appointment or dismissal of the Supervisory Board member.
6. If the Entitled Shareholder has not exercised its entire or partial right to appoint the Supervisory Board members, mentioned in item 2, letter (a), or item 3, letter (a), or item 3, letter (b) above, and hence the full composition of the Supervisory Board cannot be ensured, and this Entitled Shareholder does not submit the statement concerning the appointment mentioned in item 5 above to exercise its right mentioned in item 2, letter (a), or item 3, letter (a), or item 3, letter (b) above, until the moment of opening the discussion over the point of the agenda of the General Meeting of Shareholders, which concerns passing the resolution on the election of the Supervisory Board members, at the latest, the General Meeting of Shareholders, with reservation to item 7 below, is entitled to elect such number of the Supervisory Board members at the meeting, so as to ensure its full composition.
7. The right of the General Meeting of Shareholders mentioned in item 6 above, does not refer to the situation when, as a result of passing the resolution on determining the number of the Supervisory Board members which is higher than 5 (five), the Entitled Shareholder acquires the right to appoint an additional Supervisory Board member based on item 3, letter (a) of this §.
8. The General Meeting of Shareholders can dismiss only:
(a) the Supervisory Board member appointed by the General Meeting of Shareholders; (b) the Supervisory Board member which has been appointed by the shareholder, which, at the moment of exercising the right to appoint the Supervisory Board member, held the Company’s shares in the amount entitling it to exercise the right mentioned in item 2, letter (a), or item 3, letter (a), or item 3, letter (b) above, respectively, however, on the day of passing a resolution by the General Meeting of Shareholders, it does not have it any more or does not have the right to appoint the Supervisory Board’s members in such a number.
9. Independent members can be appointed for the composition of the Supervisory Board.
10. Each independent member should fulfil all following criteria:
(a) he/she is not a member of the Management Board of the Company, its subsidiary or affiliated company and has not occupied such a position for the last five years,
(b) he/she is not and for the period of the last 3 years has not been an employee of the Company, its subsidiary or affiliated company, employed at the senior management position. For the purposes of this §, the senior management position means a position of a director or its equivalent, reporting directly and officially to the Management Board, its specified members or the Management Board of the subsidiary or affiliated company,
(c) he/she has not received and does not receive other remuneration from the Company and the shareholders, than due to performing the function of the Company’s Supervisory Board member, including the lack of entitlement to participate in the employee stock options plan or another system of granting remuneration for results,
(d) he/she is not a shareholder of the Company or does not represent the shareholder or shareholders which hold the shares entitling them to the majority of votes at the Company’s General Meeting of Shareholders or at the General Meeting of Shareholders or the Meeting of Partners of its subsidiary company,
(e) he/she currently does not and for the last year has not maintained any significant trade relations with the Company, its subsidiary or affiliated company, directly or indirectly, as a partner, shareholder, member of the Management Board, proxy or an employee employed at the senior management position of an entity which maintains such relations with the Company or its subsidiary or affiliated company. For the purposes of this §, the significant trade relations mean the transactions whose value exceeds 5% of the Company’s revenues for the last trading year,
(f) he/she is not an entrepreneur who conducts the business operations which are competitive for the Company, its subsidiary or affiliated company, he/she is not a partner, shareholder, member of any company authority, employee or proxy of the entity which operates such business,
(g) he/she is currently not or for the last three years has not been a partner or employee of the existing or former statutory auditor of the Company, its subsidiary or affiliated company,
(h) he/she is not a member of close family of the member of the Management Board or Supervisory Board, or the persons described in letters a) – g).
11. For the purposes of item 10 above, the member of close family means a spouse, descendants, ascendants, siblings, a person who is adopted, or a person who actually cohabits with the above mentioned person, or remains in a common household.
12. Each shareholder can submit a candidate for an independent member of the Supervisory Board, in writing, to the Company’s Management Board, not later than 7 (seven) working days before the date of the General Meeting of Shareholders, which is supposed to elect such a member. The submitted application shall include the personal data of the candidate and the reasons for submitting a candidacy, including the description of the candidate’s professional qualifications and work experience. The application must be accompanied by a written statement of the interested person who expresses the approval for his/her candidacy to the Supervisory Board and confirms his/her fulfilment of the independence criteria, specified in item 10 above, including the obligation to immediately notify the Company when he/she loses the independence features. In case the candidacies which fulfil the independence criteria are not submitted according to the above mentioned procedure, the Company’s Management Board submits a candidate for an independent member of the Supervisory Board, during the General Meeting of Shareholders.
13. The Supervisory Board, which, as a result of the expiry of some members’ mandates, is composed of less members than the number specified by the General Meeting of Shareholders, however, at least of 5 (five) members, is able to pass valid resolutions until its composition is made complete. In such a case, the Management Board, shall immediately undertake steps to cause the composition of the Supervisory Board reach the number which is compliant with the Articles of Association and the resolutions of the Management Board which are binding at that time.”
2. The Ordinary General Meeting of the Company, based on art. 430, § 5 of the Commercial Companies Code, hereby authorises the Supervisory Board to determine the unified text of the Company’s Articles of Association.
3. The resolution comes into force upon being passed, however, the change to the Articles of Association becomes effective upon it is registered by court in the register of entrepreneurs of the National Court Register.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,400,951 votes “for”, 300,00 votes “against”, 0 votes “abstain”, therefore the resolution was passed
Draft resolution no. 26/05/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on the change to the Regulations of the Company’s General Meeting of Shareholders
1. The Ordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter “the Company”), based on § 31, item 2 of the Articles of Association, hereby:
a) changes § 1 of the Regulations of the Company’s General Meeting of Shareholders by formulating it as follows:
“The General Meeting of CENTRUM KLIMA S.A. with registered office in Wieruchów takes place according to the procedure and rules specified in the Commercial Companies Code, the Company’s Articles of Association and these Regulations.
2. In these Regulations, the terms mentioned below and written with a capital letter have the following meaning:
(a) "the CCC" means the Commercial Companies Code Act of 15th September 2000 (Journal of Laws of 2000, No. 94, section 1037 with later amendments),
(b) "the Company" means CENTRUM KLIMA Spółka Akcyjna [joint stock company] with registered office in Wieruchów,
(c) "the Articles of Association" mean the Company’s Articles of Association,
(d) "the Regulations" mean these Regulations of the General Meeting of Shareholders,
(e) "the Meeting of Shareholders" or "the General Meeting of Shareholders" mean the Company’s General Meeting of Shareholders,
(f) "the Management Board" means the Company’s Management Board”,
b) changes § 6 of the Regulations of the Company’s General Meeting of Shareholders by formulating it as follows:
“The General Meetings of Shareholders take place at the registered office of the Company or in Warsaw.”
2. The resolution comes into force upon being passed.
During a secret voting over the resolution, valid votes based on 4,700,951 shares were submitted, which constituted 55.18 % of share capital, 4,700,951 valid votes were submitted, including 4,700,951 votes “for”, 0 votes “against”, 0 votes “abstain”, therefore the resolution was passed.
Attachments:
 Attachment No. 1 to Resolution no. 22/05/2011 (200 KB)
Attachment No. 1 to Resolution no. 24/05/2011 (130 KB)
Legal basis:
art. 56, item 1, point 2 of the Offer - Current and Periodical Information Law in connection with § 38, item 1, point 7 of the Ordinance of the Minister of Finance of 19th February 2009 concerning current and periodical information provided by issuers of securities and the conditions for considering information required by legal regulations of a state other than a member state as equivalent. |
2011