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Content of the resolutions passed at the Extraordinary General Meeting of Centrum Klima S.A. on 13th September 2011
According to the content of § 38, item 1, point 7 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 the state other than a member state as equivalent (Journal of Laws of 2009 No. 33, section 259 as amended), the Management Board of Centrum Klima Spółka Akcyjna with registered office in Wieruchów (hereinafter "the Company") hereby publishes the content of the resolutions passed by the Extraordinary General Meeting on 13th September 2011 and the content of the attachments to these resolutions, including the indication of the number of shares corresponding to the valid votes cast, percentage of these shares in the share capital, total number of valid votes, including "for", "against" and "abstain" votes, for every resolution.
Resolution no. 01/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on refraining from the election of the Tellers Committee
1. The Extraordinary General Meeting of the Company refrains from the election of the Tellers Committee.
2. The resolution comes into force upon being passed.
Valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,699,951 "for", 0 "against" and 0 "abstain", therefore the resolution was passed.
Resolution no. 02/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on election of the Chairperson of the Meeting
1. The Extraordinary General Meeting of the company elects Mr Aleksander Wójcik for the Chairperson of the Meeting.
2. The resolution comes into force upon being passed.
Valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,699,951 "for", 0 "against" and 0 "abstain", therefore the resolution was passed.
Resolution no. 03/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on adopting the agenda of the General Meeting
1. The Extraordinary General Meeting of Centrum Klima S.A with registered office in Wieruchów (hereinafter "the Company") hereby adopts the following agenda of the General Meeting:
1. Opening the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Confirming the validity of calling the Extraordinary General Meeting and its ability to pass resolutions.
4. Adopting the agenda of the Extraordinary General Meeting.
5. Passing the resolution to approve the resolution of the Company's Management Board on the buy-back of own shares for the purpose of redemption.
6. Passing the resolution to authorise the Company's Management Board to buy-back own shares of Centrum Klima S.A. according to art. 362, § 1, point 8 of the Commercial Companies Code, passing the resolution on the conditions of Own Shares Buy-back Programme and creating reserve capital for this purpose.
7. Granting the authorisation to the Supervisory Board for adopting the unified text of the Company's Articles of Association.
8. Motions from the floor.
9. Closing the General Extraordinary Meeting.
2. The resolution comes into force upon being passed.
The Chairperson stated that valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,699,951 "for", 0 "against" and 0 "abstain", therefore the resolution was passed.
Resolution no. 04/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on approving the resolution of the Company's Management Board on the buy-back of own shares for the purpose of redemption
1. Acting on the basis of art. 326, § 1, point 5 of the Commercial Companies Code, the Extraordinary General Meeting hereby approves:
a) the conditions of buying-back own shares, specified by the resolution of the Company's Management Board ("the Management Board Resolution") of 18th August 2011 on buying-back own shares for the purpose of redemption, which constitutes Attachment no. 1 to this resolution,
b) the buy-back of own shares performed on the basis and within the limits envisaged in the Management Board Resolution,
c) all factual and legal actions undertaken by the Company's Management Board to implement the Management Board Resolution.
2. The resolution comes into force upon being passed.
The Chairperson stated that valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,399,951 "for", 0 "against" and 300,000 "abstain", therefore the resolution was passed.
Resolution no. 05/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on authorising the Company's Management Board to buy-back own shares of Centrum Klima S.A. according to art. 362, § 1, point 8 of the Commercial Companies Code, passing the resolution on the conditions of Own Shares Buy-back Programme and creating reserve capital for this purpose
§ 1
[Own shares buyback]
The Extraordinary General Meeting of the Company, acting on the basis art. 362 § 1 clause 8 of the Commercial Companies Code ("CCC"), art. 362 § 2 of the CCC and 393 clause 6) of the CCC in connection with Directive 2003/6/EC of the European Parliament and of the Council of January 28, 2003 on insider dealing and market manipulation (market abuse) and Commission Regulation (EC) No. 2273/2003 of December 22, 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programs and stabilization of financial instruments ("the Regulation"), hereby decides as follows:
1. The Management Board of the Company Centrum Klima S.A. with its seat in Wieruchów is hereby authorized to buy back by the Company its own shares listed on a regulated market - a market of official stock exchange listings, run by the Warsaw Stock Exchange, Giełda Papierów Wartościowych w Warszawie S.A., for the purpose of their further resale or redemption by reduction of the share capital or offering to the Company's employees or partners following rules set by the present Resolution. The General Meeting at the same time authorizes the Management Board of the Company to pass a program of own shares buyback within the limits and on the basis of this Resolution ("the Own Shares Buyback Program" or "the Program").
2. The buyback may comprise own shares fully paid in a number not exceeding 666.666 (six hundred and sixty-six thousand six hundred and sixty-six) own shares of total nominal value not exceeding 66.666,00 PLN (sixty-six thousand six hundred sixty-six PLN 00/100).
3. The Company's owns shares buyback may take place within a period not longer than till September 14, 2012 with the reservation that own shares buyback within the Own Shares Buyback Program shall be conducted not longer than till the time of exhausting resources allotted to the implementation of the Program, in accordance with clause 4 of the present Resolution. The Management Board of the Company, in pursuance of the Company's interest, is entitled to terminate the Own Shares Buyback Program before the date mentioned in this clause as well as before exhaustion of resources allotted to own shares buyback and also may resign from own shares buyback completely or partially.
4. The total amount to be allotted by the Company to own shares buyback cannot exceed 4.000.000,00 PLN (four million PLN 00/100) comprising, apart from the price of the own shares being bought back, also costs of their acquisition.
5. The Company's own shares buyback may be performed at a price not lower than 6,00 PLN (six PLN 00/100) for one share and not higher than 15,00 PLN (fifteen PLN 00/100) for one share. The price of own shares buyback cannot be a value exceeding the price of the last independent turnover and the highest current independent offer in transactions concluded at a stock exchange session.
6. The Company will buy back its own shares in a number not exceeding daily 25 % (twenty-five per cent) of an appropriate average daily trading volume of the Company's shares on the main market of Warsaw Stock Exchange, according to the requirements of the Regulation, with detailed parameters given in the Own Shares Buyback Program. Having in mind low liquidity of the Company's shares, the indicated threshold of 25 % (twenty-five per cent), may be exceeded under terms and conditions of art. 5 clause 3 of the Regulation, that is upon prior notification of the Polish Financial Supervision Authority, Warsaw Stock Exchange and upon public announcement of information on such an intention, whereby the Company shall not exceed 50% of average daily trading volume indicated in the Program and established according to the Regulation.
7. Shares shall be bought back through a brokerage house. Own shares buyback may be executed especially by:
1) placing brokerage orders,
2) concluding block transactions,
3) announcing calls.
§ 2
[Authorization of the Management Board]
The Extraordinary General Meeting hereby authorizes the Management Board of the Company to take up any factual and legal acts necessary for the purpose of execution of the present Resolution and own shares buyback in the mode defined in art. 362 § 1 clause 8 of the CCC and following the rules set by the present Resolution and especially to establish other rules of own shares buyback in the scope not regulated by the present Resolution as well as to pass the Own Shares Buyback Program.
§ 3
[Formation and use of reserve capital]
The Extraordinary General Meeting, acting on the basis art. 362 § 2 clause 3 of the CCC, 348 § 1 in connection with art. 396 § 4 and 5 of the CCC and § 35 clause 2 of the Company's Articles of Association, decides as follows:
1. A reserve capital is to be formed - "Reserved capital for own shares buyback", for the purpose of financing by the Company its own shares buyback on the basis and within the limits of the authorization given via this Resolution.
2. The amount of the reserve capital shall be 4.000.000,00 PLN (four milion PLN 00/100).
3. The reserve capital shall be allotted to own shares buyback together with the costs of the buyback, according to the content of the Resolution and the Own Shares Buyback Program.
4. In connection with forming the reserve capital mentioned in clauses 1-3 above, the General Meeting decides on separation from the supplementary capital of the amount of 4.000.000,00 PLN (four million PLN 00/100) and decides to allot it to the reserve capital for the purpose mentioned in the present clause.
5. The General Meeting authorizes the Company's Management Board to spend the amounts gathered on the reserve capital following the rules set by the present Resolution.
§ 4
The Resolution comes into force on the day of its passing.
The Chairperson stated that valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,399,951 "for", 0 "against" and 300,000 "abstain", therefore the resolution was passed.
Resolution no. 07/09/2011
of the Extraordinary General Meeting of Centrum Klima S.A.
on authorising the Supervisory Board to adopt the unified text of the Company's Articles of Association
1. Acting on the basis of art. 430, § 5 of the Commercial Companies Code, the Extraordinary General Meeting hereby authorises the Company's Supervisory Board to adopt the unified text of the Company's Articles of Association, including the changes passed by the resolution of the General Meeting on 7th July 2011.
2. The resolution comes into force upon being passed.
The Chairperson stated that valid votes from 4,699,951 shares which constitute 55.17% of share capital were cast in the voting over the resolution, 4,699,951 valid votes were cast, including 4,699,951 "for", 0 "against" and 0 "abstain", therefore the resolution was passed.
Attachment: Attachment no. 1 (57 KB)
Legal basis:
art. 56, item 1, point 1 of the Offer Act - Confidential Information |
2011