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Resolutions passed by the Extraordinary General Meeting of the Company Shareholders on 7th July 2011
Management Board of Centrum Klima S.A. with registered office in Wieruchów (hereinafter "the Company") publishes the content of the resolutions passed by the Extraordinary General Meeting of the Company Shareholders which took place on 7th July 2011.
Resolution no. 01/07/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on waiving the election of the Tellers Committee
1. The Extraordinary General Meeting of the Company Shareholders waives the election of the Tellers Committee.
2. The resolution comes into force upon being passed.
During the voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 5,185,292 votes "for", 0 votes "against", 0 votes "abstain", therefore the resolution was passed
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Resolution no. 02/07/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on electing the Chairperson of the Meeting
1. The Extraordinary General Meeting of the Company Shareholders with registered office in Wieruchów elects Mr Aleksander Wójcik for the Chairperson of the Meeting.
2. The resolution comes into force upon being passed.
During the secret voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 5,185,292 votes "for", 0 votes "against", 0 votes "abstain", therefore the resolution was passed.
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Resolution no. 03/07/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on accepting the agenda for the General Meeting
1. The Extraordinary General Meeting of Centrum Klima S.A. with registered office in Wieruchów (hereinafter "the Company") hereby accepts the following agenda for the General Meeting:
1) Opening of the Extraordinary General Meeting.
2) Election of the Chairperson of the Extraordinary General Meeting.
3) Confirming that the Extraordinary General Meeting has been properly convened and is able to pass resolutions.
4) Accepting the agenda for the Extraordinary General Meeting.
5) Discussion about the assumptions of the Incentive Programme for the Members of the Management Board and key personnel of the Company.
6) Passing the resolution on adopting the assumptions of the Incentive Programme for the Members of the Company's Management Board, key managers or other persons who are important for the Company, issue of subscription warrants, excluding pre-emptive right, conditional increase of share capital by issuing new D series shares, excluding pre-emptive right, change to the Company's Articles of Association, authorization of the Management Board of the Company to conclude the agreement for registering the newly-issued shares at the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) and authorization of the Company's Management Board to undertake all activities necessary for admitting the newly-issued shares for trading on a regulated market.
7) Passing the resolution on determining the number of Members of the Supervisory Board.
8) Passing the resolutions concerning changes to the composition of the Supervisory Board.
9) Motions from the floor.
10) Closing the Extraordinary General Meeting.
2. The resolution comes into force upon being passed.
During the voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 5,185,292 votes "for", 0 votes "against", 0 votes "abstain", therefore the resolution was passed
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Resolution no. 04/07/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on adopting the assumptions of the Incentive Programme for the Members of the Company's Management Board, key managers or other persons who are important for the Company, issue of subscription warrants, excluding pre-emptive right, conditional increase of share capital by issuing new D series shares, excluding pre-emptive right, change to the Company's Articles of Association, authorization of the Management Board of the Company to conclude the agreement for registering the newly-issued shares at the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) and authorization of the Company's Management Board to undertake all activities necessary for admitting the newly-issued shares for trading on a regulated market
The Extraordinary General Meeting of CENTRUM KLIMA S.A., acting on the basis of art. 393, point 5 of the Commercial Companies Code in connection with § 9 and § 32, item 1, letter g) of the Company's Articles of Association and art. 448-453 of the Commercial Companies Code, decides to pass the resolution of the following content:
I. CONDITIONAL INCREASE OF SHARE CAPITAL
§ 1
[Objectives of and reasons for the resolution]
According to the content of art. 448, § 3 of the Commercial Companies Code, the objective of the conditional increase of share capital is granting the rights to take up the newly-issued shares by the holders of A series subscription warrants, which shall be offered within the framework of the incentive programme addressed to the Members of the Management Board, the Company Directors and medium level management personnel (department managers, specialists). Acting in the best interest of the Company and considering that the work of the Management Board of the Company, key management personnel of the Company and other persons who are important for the Company shall have a serious impact on the value of the Company and its shares held by the Company's shareholders in the future, in order to further motivate and better connect the Members of the Management Board, the Company Directors and medium level management personnel (department managers, specialists) with the Company, the General Meeting of Shareholders decides to introduce a motivation programme at the Company, consisting in the opportunity to take up free A series subscription warrants which entitle to take up D series shares of the Company, excluding pre-emptive right of the existing shareholders ("the Incentive Programme").
§ 2
[Conditional increase of share capital]
1. The Extraordinary General Meeting of shareholders, acting on the basis of art. 448, § 1 and § 2, point 3 and § 3 and 4 of the Commercial Companies Code, passes the conditional increase of the Company's share capital by issuing not more than
350,000 (three hundred fifty thousand) D series bearer shares with the nominal value of PLN 0.10 (ten grosz) each.
2. The persons who were granted the right to take up shares within the framework of the conditional share capital, shall exercise it according to the rules specified in this resolution and according to the procedure specified in art. 448 - 452 of the Commercial Companies Code.
§ 3
[Nominal value of the conditional increase of the Company's share capital]
The nominal value of the conditional increase of the Company's share capital is determined in the amount not higher than PLN 35,000.00 (thirty five thousand PLN).
§ 4
[Objective of the conditional increase of share capital]
The conditional increase of share capital is performed in order to grant the rights to take up D series shares by the holders of A series subscription warrants issued according to § 13 - 18 of this resolution.
According to art. 448, § 4 of the Commercial Companies Code, the increase of share capital performed in order to grant the rights to take up shares by the holders of subscription warrants can take place only according to the procedure of the conditional increase of share capital.
§ 5
[Issue price of D series shares]
1. The issue price of D series shares is PLN 12.00 (twelve PLN). The justification concerning the manner of determining the issue price constitutes Attachment no. 1 to this resolution.
2. D series shares shall be taken up only against financial contributions.
§ 6
[The deadline for exercising the right to take up D series shares and specifying the group of persons who are entitled to take up D series shares]
Exercising the right to take up D series shares by the holders of A series subscription warrants can take place until the date specified in § 18, item 1 of this Resolution.
§ 7
[Start date for the new shares to participate in dividend]
1. D series shares shall participate in dividend for a given financial year on the following conditions:
1) in case D series shares are released by the Company to the Shareholder on the day which precedes the date of the General Meeting of the Company, at the latest, and its meeting agenda envisages passing the resolution concerning distribution of profit or covering loss for a given financial year, the shares participate in the profit for this financial year, that is, from first January of the financial year which directly precedes the year when they were issued;
2) in case D series shares are released by the Company to the Shareholder on the date of or the dates after the General Meeting of the Company was held, and its meeting agenda envisaged the resolution concerning distribution of profit or covering loss for a given financial year, the shares shall participate in profit, starting from first January of the financial year when they were issued.
2. If D series shares are dematerialized, the "share release" mentioned in item 1 means crediting D series shares to the share account of the Shareholder.
§ 8
[Excluding pre-emptive right of the existing shareholders]
1. The Extraordinary General Meeting of the Company, acting in the interest of the Company deprives the Company's shareholders of their pre-emptive right to D series shares in full.
2. The opinion of the Management Board of the Company which justifies the exclusion of the pre-emptive right of the existing shareholders constitutes Attachment no. 1 to this resolution.
3. The Entitled Persons eligible for taking over D series Shares shall be the holders of subscription warrants, indicated according to the provisions of § 15 of this Resolution and included on the List of Entitled Persons.
§ 9
[Authorising the Management Board to specify the detailed conditions of issuing D series shares]
In the scope specified by this resolution or subject to the competence of the Supervisory Board based on this resolution and by virtue of law, the Management Board of the Company is entitled to specify the detailed conditions of issuing D series shares.
§ 10
[Admitting D series shares to trade on the stock exchange and dematerialization of D series shares]
1. The Extraordinary General Meeting of the Company decides to apply for admitting and introducing all D series Shares to trade on the regulated market run by the Warsaw Stock Exchange, according to the requirements of the Act on Public Offer
and Conditions of Introducing Financial Instruments to the Organized Trade System and Public Companies of 29th July 2005 (Journal of Laws 2005, No. 184, section 1539, as amended) ("the Act").
2. The Extraordinary General Meeting of the Company hereby decides to dematerialize D series Shares and acting on the basis of art. 5, item 8 of the Financial Instruments Trade Act of 29th July 2005 (Journal of Laws No. 183, section 1538, as amended) authorises the Management Board of the Company to undertake necessary activities in order to dematerialize D series shares, including depositing D series shares and concluding the registration agreement for D series shares with the National Depository for Securities.
3. The Extraordinary General Meeting hereby authorises the Management Board of the Company to undertake all factual or legal actions, other than mentioned in items 1 and 2 of this §, which are necessary for admitting and introducing D series shares to trade on the regulated market and dematerializing D series shares.
II. CHANGE TO THE COMPANY'S ARTICLES OF ASSOCIATION
§ 11
Due to the content of this resolution concerning the conditional increase of share capital, the Extraordinary General Meeting of the Company decides to change the Company's Articles of Association, so that § 7b of the following content is added after § 7a:
㤠7b
1. "Based on the resolution of the Extraordinary General Meeting of the Company of 7th July 2011 no. 05/07/2011 concerning adoption of the assumptions of the incentive programme for the Members of the Management Board, key managers and other persons who are important for the Company, issue of subscription warrants, excluding the pre-emptive right, conditional increase of share capital by issuing new D series shares, excluding the pre-emptive right, change to the Company's Articles of Association, authorisation of the Management Board of the Company to conclude the registration agreement for the newly-issued shares with the National Depository for Securities and authorisation of the Management Board of the Company to undertake all appropriate activities to admit the newly-issued shares to trade on the regulated market (hereinafter in this point referred to as „the Act"), share capital has been conditionally increased by the amount not higher than PLN 35,000.00 (thirty five thousand PLN) by issuing not more than 350,000 (three hundred fifty thousand) D series bearer shares with the nominal value of PLN 0.10 (ten grosz) each. Conditional increase of the Company's share capital was performed in order to grant the rights to take up D series shares by the holders of A series subscription warrants, issued according to the Resolution.
2. The nominal value of the conditional increase of the Company's share capital is determined in the amount not higher than PLN 35,000.00 (thirty five thousand PLN)."
§ 12
In case the Company's shares are divided or combined, the holders of A series subscription warrants are eligible for the right to take up such an amount of D series shares based on one A series warrant, respectively, that the total value of the Company's shares which can be taken up on the basis of one A series warrant, respectively, after dividing or combining the Company's shares shall not be changed, and the issue price of shares shall be reduced or increased, respectively. In case, after dividing or combining the Company's shares from the number of held A series warrants, respectively, there is a possibility to take up a part of D series shares, the number of D series shares which can be taken up by the holder of A series warrants shall be rounded down to the next integer.
III. ISSUE OF SUBSCRIPTION WARRANTS
§ 13
[Issue of A series subscription warrants]
1. The Company shall issue up to PLN 350,000 (three hundred fifty thousand) A series subscription warrants ("the Warrants" or „A series Warrants") with the right to take up not more than 350,000 (three hundred fifty thousand) D series bearer shares with the nominal value of PLN 0.10 (ten grosz) each.
2. The issue of subscription warrants shall take place within the framework of three issue processes launched after the end of each settlement period mentioned in § 16, item 2.
3. The Management Board of the Company is entitled to mark A series subscription warrants issued within the framework of a given process with consecutive numbers (that is, A1, A2 i A3).
4. The issue of subscription warrants shall be performed outside the public offer mentioned in art. 3, item 3 of the Act on Public Offer and Conditions of Introducing Financial Instruments to the Organized Trade System and Public Companies of 29th July 2005 [Journal of Laws 05.184.1539]. The number of persons who shall be offered to acquire subscription warrants shall not exceed 99 (ninety nine) persons.
5. Having read the written opinion of the Management Board of the Company which justified the reasons for depriving the existing shareholders of the pre-emptive right for the Warrants, which constitutes Attachment no. 2 to this resolution, the Extraordinary General Meeting of the Company, acting in the interest of the Company deprives the Company's shareholders of the pre-emptive right for the Warrants in full.
§ 14
[Description of Warrants]
1. A series Warrants shall be issued in a form of certificates.
2. A series Warrants shall be titled securities.
3. A series Warrants shall be taken up by the Entitled Persons free of charge.
4. With reservation to item 5 below, one A series Warrant entitles to take up one D series share with the nominal value of PLN 0.10 (ten grosz).
5. In case of dividing or combining the Company's shares, the holders of the A series Warrants shall be eligible for the right to take up such an amount of D series shares based on one A series Warrant, respectively, (or another series created by dividing or combining), that the total nominal value of the Company's shares which can be taken up on the basis of one A series Warrant, respectively, after dividing or combining the Company's shares shall not be changed, and the issue price shall be reduced or increased, respectively. In case, after dividing or combining the Company's shares, there is a possibility to take up a part of D series shares based on the number of held A series Warrants, respectively, the number of D series shares which can be taken up by the holder of A series Warrants shall be rounded down to the next integer.
§ 15
[Entitled Persons eligible for taking up Warrants]
1. The Entitled Persons eligible for taking up Warrants are the Participants of the Incentive Programme, that is:
1/ members of the Management Board of the Company and
2/ persons who belong to the key management personnel and persons who are important for the Company, occupying the positions of directors, department managers, their deputies and specialists, irrespective of a legal form of performing duties at the above mentioned position ("the Key Personnel"), however, not more than 99 (ninety nine) persons in total - indicated by the appropriate authorities of the Company according to the provisions of item 2 and 3, included on the prepared lists (hereinafter: "The Lists of Participants").
2. The List of Participants shall be prepared in the form of a resolution:
1/ by the Supervisory Board - as regards the Members of the Management Board, 2/ by the Management Board - as regards the Key Personnel.
§ 16
[Basic assumption of the Incentive Programme]
1. The Incentive Programme shall consist in granting the right to take up D series ordinary bearer shares by the Participants, realised on the basis of the subscription warrants issued by the Company in the number which takes into account the objectives of the Incentive Programme and the impact of these persons on the value of the Company and prices of its shares.
2. The Incentive Programme shall be conducted during the period of 3 (three) consecutive years, within the framework of three settlement periods (hereinafter: "the Settlement Periods"), covering the following periods:
1/ from 1st July 2011 to 30th June 2012, hereinafter referred to as "the First Settlement Period";
2/ from 1st July 2012 to 30th June 2013, hereinafter referred to as "the Second Settlement Period";
3/ from 1st July 2013 to 30th June 2014, hereinafter referred to as "the Third Settlement Period".
3. Detailed rules of implementing the Incentive Programme shall be specified in The Incentive Programme Regulations, which shall be passed by the Company's Supervisory Board within the period of [•] days from the date of this Resolution.
4. The Participants of the Programme shall acquire the right to take up not more than 350,000 (in words: three hundred fifty thousand) D series bearer shares of the Company (hereinafter: "the Right"), in the following manner - with reservation to item 7:
1/ not more than 110,990 (in words: one hundred ten thousand nine hundred ninety) shares (maximum number of shares) - after the end of the First Settlement Period;
2/ not more than 119,830 (in words: one hundred nineteen thousand eight hundred thirty) shares (maximum number of shares) - after the end of the Second Settlement Period;
3/ not more than 119,180 (in words: one hundred nineteen thousand one hundred eighty) shares (maximum number of shares) - after the end of the Third Settlement Period.
The right shall be exercised by granting not more than 350,000 (in words: three hundred fifty thousand) A series subscription warrants for taking up not more than 350,000 (in words: three hundred fifty thousand) D series bearer shares of the Company.
The detailed percentage division of the Right among the Members of the Management Board and other Participants of the Programme, that is, indicating what batch of the Right shall be subject to division between the Members of the Management Board and Key Personnel shall be specified by the Supervisory Board in The Incentive Programme Regulations.
The division of the Right among the individual Entitled Persons shall be specified on the Lists of the Entitled Persons.
5. The Right to take up a maximum number of shares specified according to item 4, point 1 -3, respectively, for every Settlement Period, shall be valid after the end of a given Settlement Period only when the following conditions are jointly fulfilled during a given Settlement Period:
1/ return on investment in the Company's shares listed on the regulated market run by the Warsaw Stock Exchange, taking into account the paid dividend, is minimum 1 (one) percentage point higher than the return on WSE index during a twelve months period covered by a given Settlement Period. Verification of this condition shall be based on the return from shares and return on the WSE index calculated on the basis of average closing prices from 15 daily quotations preceding the last day, that is 30th June of a given Settlement Period (hereinafter: "Market Condition");
2/ level of EBITDA profit earned by the Company for the individual twelve month Settlement Periods of implementing the Incentive Programme, including the
costs of the Programme reaches the amount specified by the Supervisory Board for every Settlement Period in The Incentive Programme Regulations (hereinafter: "Non-market Condition") or in the resolutions passed by the Supervisory Board.
6. In case the Company fulfils only Market Condition during a given Settlement Period, the Entitled Persons shall be eligible only for 20% of the maximum number of shares for that Period, specified according to item 4, point 1-3, respectively, for a given Settlement Period. In case the Company fulfils only Non-market Condition during a given Settlement Period, the Entitled Persons shall be eligible only for 80% of the maximum number of shares for that Period, specified according to item 4, point 1-3, respectively, for a given Settlement Period. In case the Company does not fulfil any of the Conditions, the Right for a given Settlement Period shall not be valid.
7. In case of failure to fulfil the Non-Market Condition during a given Settlement Period, the Management Board can decide to move the Right to take up a given number of shares to the next Settlement Period. The additional batch described in this manner can be granted to the Programme Participants only when accumulated fulfilment of the Non-market Condition not fulfilled in a given Settlement Period and next Settlement Period exceeds the envisaged plan for both Settlement Periods by the minimum of 5%.
8. The condition for acquiring the Right for a given Settlement Period by a given Programme Participant ("the Loyalty Condition") shall be:
1/ in relation to the Members of the Management Board - fulfilling the function in the authorities of the Company or a subsidiary according to the Accounting Act (hereinafter: "the Subsidiary"), for the period from 31st March of the calendar year which follows the calendar year when a given Settlement Period ended ("the Loyalty Condition Assessment Date"). This condition is considered as fulfilled if:
a/ the Programme Participant has not been dismissed from the function fulfilled in the Management Board until the Loyalty Condition Assessment Date or has not resigned until that date;
b/ despite dismissal of the Programme Participant from the function fulfilled in the Management Board or submitting resignation, within 7 days from the date of dismissal from the function in the Management Board, at the latest, the Participant has been appointed among the members of the Company's or Subsidiary's authorities, or the agreement has been concluded between the Company or Subsidiary and the Programme Participant, based on which the Participant provides services or performs work for the Company or Subsidiary;
2/ in relation to the Key Personnel - performing work or providing services for the Company or Subsidiary, based on the employment contract or other legal relationship, uninterruptedly for the period from 31st March of the calendar year following the calendar year when a given Settlement Period ended ("the Loyalty Condition Assessment Date"). This condition is considered as fulfilled if until the Loyalty Condition Assessment Date:
a/ the agreement based on which the Participant performs work or provides services, is not terminated;
b/ none of the parties submits a declaration about dissolution, termination or withdrawal from the agreement, based on which the Participant performs work or provides services;
c/ despite terminating the agreement, based on which the Participant performs work or provides services, or despite submitting the declaration mentioned above in point b), within 7 days from the date of this event, the next agreement is concluded between this person and the Company or Subsidiary, based on which the Participant shall perform work, provide services of fulfil a function for the Company or Subsidiary;
d/ despite terminating the agreement, based on which the Programme Participant performs work or provides services, or despite submitting the declaration mentioned above in point b), the Participant fulfils a function in the authorities of the Company or Subsidiary.
9. Having fulfilled the conditions specified in item 8, the Participant acquires the status of the Entitled Person and is included on the List of Entitled Persons.
10. The Participant forfeits the right to participate in the Incentive Programme and at the same time, he/she is deleted from the List of Participants, in case he/she does not fulfil the Loyalty Condition. Deleting from the List of Participants is performed by this authority which prepared a given list (that is, the Supervisory Board in relation to the Members of the Management Board and the Management Board in relation to the Key Personnel). At the same time, this authority is entitled to include a new person on the List of Participants or to divide the right of the deleted Participant between the remaining persons included on the List of Participants.
11. In the case mentioned in item 10, the relevant authority (that is, the Supervisory Board in relation to the Members of the Management Board and the Management Board in relation to the Key Personnel) can decide not to delete a given Person form the List of Participants and granting him/her the status of the Entitled Person in relation to all or a part of Shares, in particular, when these circumstances occur due to a fortuitous event, e.g. death or accident. The conditions of passing such a resolution shall be specified in The Incentive Programme Regulations.
§ 17
[Programme implementation, deadline for issuing Warrants]
1. Within the period of 30 days before the start of a given Settlement Period, at the latest, the relevant authorities of the Company shall prepare the Lists of Programme Participants, including, in particular, the data of the persons covered by the Programme during a given Settlement Period and the scope of the Right envisaged for the Programme Participants mentioned by name during this Settlement Period. In relation to the first Settlement Period, the List of Programme Participants shall be prepared within [30 days] from the date of passing this Resolution. The Management Board informs the Participants that they have been included on the List.
2. The Lists of Participants can be prepared by the relevant authorities for all or a part of Participants within the periods specified in item 1, for the entire period of the Incentive Programme or for the individual Settlement Periods.
3. In particularly justified cases or due to important circumstances which shall be specified in The Incentive Programme Regulations, the Management Board or Supervisory Board shall be entitled to make changes to the above mentioned List of Participants. The procedure and rules for making such changes to the List of Participants, shall be specified in The Incentive Programme Regulations, which shall be passed by the Supervisory Board of the Company. Changes to the List of Participants can be made by the Management Board, only after obtaining the consent of the Supervisory Board, expressed in the form of a resolution.
4. The assessment of fulfilling the conditions mentioned in § 16, item 5 - 8, shall be performed within the periods and according to the rules specified in The Incentive Programme Regulations.
5. In case the conditions mentioned in § 16, item 5 - 8 are fulfilled, the Supervisory Board in relation to the Management Board and the Management Board in relation to the Key Personnel, shall declare granting the right to take up the number of Shares by the Participant, specified for a given person, according to the conditions specified in this Resolution and by including the Participant on the List of Entitled Persons.
6. The subscription warrants shall be offered to the Entitled Persons included on the List of Entitled Persons within the periods and according to the rules specified in The Incentive Programme Regulations.
§ 18 [Deadline for exercising the rights from Warrants]
1. The Entitled Persons will be able to exercise the rights to A series Subscription Warrants and take up D series bearer Shares after one month from the date of offering the subscription warrants, for the period of next three months, but not later than until [ 31st July 2015].
2. The Right to take up the Shares can be exercised by submitting a declaration about taking up the Shares, according to art. 451 of the Commercial Companies Code.
3. Upon submitting the declaration about taking up the Shares, the Entitled Person is obliged to:
1/ submit a subscription warrant document, unless the document is deposited at the Company;
2/ effect payment for the Shares.
4. The warrants which have not been taken up or for which the right to take up D series shares has not been exercised until the date specified in item 1, are automatically cancelled. The Management Board is obliged to pass the relevant resolution concerning this issue.
5. After the expiry of the period mentioned in item 1 above and in case D series shares are not paid up by the entitled persons within this period, despite submitting
a declaration of taking up D series shares on the relevant form by the entitled person to the Company, the right to release these shares expires.
6. Until the date of taking up D series shares by the entitled person, the Warrants are not transferrable.
7. The warrants are subject to inheritance. In this scope, the provision of the previous item shall not be applicable. Inheritance takes place according to the rules specified in the provisions of the Civil Code or relevant regulations, considering the following provisions:
1/ in case of the Participant's death during the period of the Programme, the person indicated in the final and binding decision concerning the acquisition of inheritance as an inheritor, shall be entitled to exercise the rights from subscription warrants granted to this Person and not exercised until his/her death. In case of a larger number of inheritors, the person or persons specified by the inheritance share shall be entitled. Until submitting the document which specifies the inheritance share, the inheritors are obliged to appoint a proxy, at least in the written form with a notarial certification of signatures, to represent them before the Company in connection with exercising the Rights;
2/ in case the inheritors do not submit the documents mentioned in point 1 above, until the date of issuing the warrants of a given series, the warrants shall be deposited. If the declaration about acquiring the subscription warrants is not submitted within the periods specified according to item 1, the rights resulting from the warrants expire.
§ 19 [Final provisions]
The resolution comes into force upon being passed.
During the voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 4,399,951 votes "for", 0 votes "against", 785,341 votes "abstain", therefore the resolution was passed.
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Resolution no. 05/07/2011
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 the Company Shareholders hereby determines the number of the members of the Company's Supervisory Board to be 6.
2. The resolution comes into force upon being passed.
During the voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 4,399,951 votes "for", 0 votes "against", 785,341 votes "abstain", therefore the resolution was passed
________________________________________
Resolution no. 06/07/2011
of the Ordinary General Meeting of Centrum Klima S.A.
on appointing the members of the Company's Supervisory Board
1. The Ordinary General Meeting of the Company shareholders hereby appoints Mr Piotr Woźniak to the Supervisory Board.
2. The resolution comes into force upon being passed.
During the secret voting over the resolution, valid votes based on 5,185,292 shares were submitted, which constituted 60.87% of share capital, 5,185,292 valid votes were submitted, including 4,399,951 votes "for", 0 votes "against", 785,341 votes "abstain", therefore the resolution was passed.
Attachments:
 Attachment No. 1 to Resolution no. 04/07/2011 (200 KB)
Attachment No. 1 to Resolution no. 04/07/2011 (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