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Ciech S.A.

AGM Information Apr 28, 2022

5563_rns_2022-04-28_d04e77de-4556-4a2d-80df-13782f114210.pdf

AGM Information

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RESOLUTION NO. 1 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the election of the Chairperson of the Annual General Meeting

Pursuant to Article 409 § 1 of the Commercial Companies Code, it is resolved as follows:

§ 1 The Annual General Meeting of CIECH S.A. herewith elects, as the Chairperson of the Meeting, Mr./Ms. Justyna Kieza.

§ 2 The resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.770.993 Number of votes "against": 0 Number of votes "abstaining": 0

RESOLUTION NO. 2 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the adoption of the agenda of the Annual General Meeting

Pursuant to § 18 section 1 of the Rules and Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith adopts the following agenda of the Annual General Meeting of Shareholders of CIECH S.A.:

    1. Opening of the Annual General Meeting of Shareholders.
    1. Election of the Chairperson of the Annual General Meeting of Shareholders.
    1. Establishment that the Annual General Meeting of Shareholders has been duly convened and is capable of adopting resolutions.
    1. Adoption of the agenda.
    1. Consideration of the Report of the Management Board on the activities of CIECH Group and CIECH S.A. for 2021 together with the Non-Financial Report of CIECH Group for 2021.
    1. Consideration of the Financial Statements of CIECH S.A. for the financial year 2021.
    1. Consideration of the Consolidated Financial Statements of CIECH Group for the financial year 2021.
    1. Consideration of the Report of the Supervisory Board of CIECH S.A. on its activities in 2021, together with the report on the results of the assessment of the Reports on the activities of CIECH Group and CIECH S.A. for 2021 and the Financial Statements of CIECH S.A. and CIECH Group for the financial year 2021, carried out with consideration of the assessment of the internal control system and the significant risk management system of the Company, as well as the results of the assessment of the motion of the Management Board on the distribution of the net profit of CIECH S.A. for 2021.
    1. Adoption of a resolution on the approval of the Report of the Management Board on the activity of CIECH Group and CIECH S.A. for 2021, together with the Non-Financial Report of CIECH Group for 2021.
    1. Adoption of a resolution on the approval of the Financial Statements of CIECH S.A. for the financial year 2021.
    1. Adoption of a resolution on the approval of the Consolidated Financial Statements of CIECH Group for the financial year 2021.
    1. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH S.A. on its activity in 2021, together with the report on the results of the assessment of the reports on the activity of CIECH Group and CIECH S.A. for 2021 and the financial statements of CIECH S.A. and CIECH Group for the financial year 2021, carried out taking into account the assessment of the internal control system and the significant risk management system of the Company, as well as the results of the assessment of the motion of the Management Board on the distribution of the net profit of CIECH S.A. for 2021.
    1. Adoption of a resolution on the distribution of net profit for the financial year 2021.
    1. Adoption of resolutions on granting a discharge to the Members of the Management Board for the performance of their duties in the financial year 2021.
    1. Adoption of resolutions on granting a discharge to the Members of the Supervisory Board for the performance of their duties in the financial year 2021.
    1. Adoption of resolutions on granting individual awards to the Members of the Supervisory Board of CIECH S.A. for the period of performing the functions within the years 2019-2021.
    1. Adoption of a resolution on the opinion of the Report of the Supervisory Board of CIECH S.A. on remuneration for the year 2021.
    1. Adoption of a resolution on establishment of the number of the Supervisory Board Members for the new term.
    1. Adoption of a resolutions on the appointments of the Supervisory Board Members.
    1. Adoption of a resolution on amending the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A.
    1. Adoption of a resolution on establishment of terms of the remuneration of Members of the Supervisory Board.
    1. Adoption of a resolutions on amendments to the Articles of Association of CIECH S.A.
    1. Adoption of a resolution on authorization of the Supervisory Board of CIECH S.A. to adopt the consolidated text of the Articles of Association of CIECH S.A.
    1. Adoption of a resolution on the adoption of the Diversity Policy for the Supervisory Board of CIECH S.A.
    1. Adoption of a resolution on granting consent to the dispose of an organised part of an enterprise of CIECH S.A.
    1. Closure of the General Meeting.

§ 2

The resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.770.993 Number of votes "against": 0 Number of votes "abstaining": 0

RESOLUTION NO. 3 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the Approval of the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2021, together with the Non-Financial Report of the CIECH Group for 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 1) of the Commercial Companies Code, as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., having considered the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2021, together with the Non-Financial Report of the CIECH Group for 2021, herewith approves the Report of the Management Board on the activity of the CIECH Group and CIECH S.A. for 2021, together with the Non-Financial Report of the CIECH Group for 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.663.045 Number of votes "against": 0 Number of votes "abstaining": 107.948

RESOLUTION NO. 4 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the Approval of the Financial Statements of CIECH S.A. for the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 1) of the Commercial Companies Code, as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., having considered the report of the independent auditor - Deloitte Audyt Sp. z o.o. Sp. k. with its registered office in Warsaw – on the audit of the Financial Statements of CIECH S.A. for the financial year 2021 and the evaluation of the Financial Statements of CIECH S.A. for the financial year 2021 presented by the Supervisory Board of CIECH S.A., herewith approves the Financial Statements of CIECH S.A. for the financial year 2021, including:

  • 1) statement on the financial situation drawn-up as at December the 31st 2021 which, on the side of assets and liabilities shows an amount of PLN 4,612,557 thousand (in words: four billion six hundred and twelve million five hundred and fifty-seven thousand zlotys);
  • 2) profit and loss account for the period from January the 1st 2021 to December the 31st 2021, showing a net profit of PLN 133,206 thousand (in words: one hundred and thirtythree million two hundred and six thousand zlotys);
  • 3) statement on other total income for the period from January the 1st 2021 to December the 31st 2021, showing a total income of PLN 178,932 thousand (in words: one hundred seventy-eight million nine hundred thirty-two thousand zlotys);
  • 4) statement on changes in equity for the period from January the 1st 2021 to December the 31st 2021, showing an increase in equity of PLN 20,833 thousand (in words: twenty million eight hundred and thirty-three thousand zlotys);
  • 5) statement on cash flows for the period from January the 1st 2021 to December the 31st 2021, showing an increase in cash of PLN 201,971 thousand (in words: two hundred and one million nine hundred and seventy-one thousand zlotys);
  • 6) additional information, including information on the adopted accounting policy and other explanatory notes.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.663.045 Number of votes "against": 0 Number of votes "abstaining": 107.948

RESOLUTION NO. 5 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the Approval of the Consolidated Financial Statements of the CIECH Group for the financial year 2021

Pursuant to Article 395 § 5 of the Commercial Companies Code and § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., having considered the report of the independent auditor - Deloitte Audyt Sp. z o.o. Sp. k. with its registered office in Warsaw – on the audit of the Consolidated Annual Financial Statements of the CIECH Group for the financial year 2021 and the evaluation of the Consolidated Financial Statements of the CIECH Group for the financial year 2021 presented by the Supervisory Board of CIECH S.A., herewith approves the Consolidated Financial Statements of CIECH S.A. for the financial year 2021, including:

  • 1) consolidated statement on the financial situation of the CIECH Group, drawn up as at December the 31st 2021 which, on the side of assets and liabilities shows an amount of PLN 7,145,820 thousand (in words: seven billion one hundred forty-five million eight hundred twenty thousand zlotys);
  • 2) consolidated profit and loss account of the CIECH Group for the period from January the 1st 2021 to December the 31st 2021, showing a net profit of PLN 291,637 thousand (in words: two hundred ninety-one million six hundred thirty-seven thousand zlotys);
  • 3) consolidated statement on other total income of the CIECH Group for the period from January the 1st 2021 to December the 31st 2021, showing a total income of PLN 437,522 thousand (in words: four hundred thirty seven million five hundred twenty two thousand zlotys);
  • 4) consolidated statement of changes in equity of the CIECH Group for the period from January the 1st 2021 to December the 31st 2021, showing an increase in equity by PLN 278,393 thousand (in words: two hundred seventy eight million three hundred ninety three thousand zlotys);
  • 5) consolidated cash flow statement of the CIECH Group for the period from January the 1st 2021 to December the 31st 2021, showing an increase in cash by PLN 350,009 thousand (in words: three hundred fifty million nine thousand zlotys);
  • 6) additional information, including information on the adopted accounting policy and other explanatory notes.

§ 2

This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.663.045 Number of votes "against": 0 Number of votes "abstaining": 107.948

RESOLUTION NO. 6 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the approval of the Report of the Supervisory Board of CIECH S.A. on its activity in 2021, together with the report on the results of evaluation of reports on the activity of the CIECH Group and CIECH S.A. for 2021, and financial statements of CIECH S.A. and CIECH Group, evaluated with the consideration of the assessment of the internal control system and the system for the management of significant risks, as well as the results of the assessment of the motion of the Management Board regarding the distribution of net profit of CIECH S.A. for 2021.

Pursuant to § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith approves the Report of the Supervisory Board of CIECH S.A. on its activities in 2021, together with the report on the results of evaluation of: reports on the activities of CIECH Group and CIECH S.A. for 2021, and financial statements of CIECH S.A. and of CIECH Group for 2021, evaluated with the consideration of the assessment of the internal control system and the system for the management of significant risks, as well as the results of the assessment of the motion of the Management Board regarding the distribution of net profit of CIECH S.A. for 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.663.045 Number of votes "against": 0 Number of votes "abstaining": 107.948

RESOLUTION NO. 7 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the distribution of net profit of CIECH S.A. for the financial year 2021

Pursuant to Article 395 § 2 item 2) of the Commercial Companies Code as well as § 18 letter (b) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of Shareholders of CIECH S.A., having considered the motion of the Management Board of CIECH S.A. regarding the distribution of net profit of CIECH S.A. for the financial year 2021, as well as the assessment thereof by the Supervisory Board of CIECH S.A., herewith resolves to allocate the net profit of CIECH S.A. for the financial year 2021, amounting to PLN 133,206,455.08 (in words: one hundred thirty three million two hundred six thousand four hundred fifty five 08/100 zlotys), shall be allocated to supplementary capital.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 36.917.125 Number of votes "against": 2.729.507 Number of votes "abstaining": 124.361

RESOLUTION NO. 8 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting a discharge to Mr. Dawid Jakubowicz for the performance of his duties as the President of the Management Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants a discharge to Mr. Dawid Jakubowicz for the performance of his duties as the President of the Management Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.657.460 Number of votes "against": 0 Number of votes "abstaining": 113.533

RESOLUTION NO. 9 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting a discharge to Mr. Mirosław Skowron for the performance of his duties as a Member of the Management Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants a discharge to Mr. Mirosław Skowron for the performance of his duties as a Member of the Management Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.657.460 Number of votes "against": 0 Number of votes "abstaining": 113.533

RESOLUTION NO. 10 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Jarosław Romanowski for the performance of his duties as a Member of the Management Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Jarosław Romanowski for the performance of his duties as a Member of the Management Board in the financial year 2021, i.e. in the period January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.657.460 Number of votes "against": 0 Number of votes "abstaining": 113.533

RESOLUTION NO. 11 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Sebastian Kulczyk for the performance of his duties as a Member of the Supervisory Board, including as the Chairperson of the Supervisory Board, in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Sebastian Kulczyk for the performance of his duties as a Member of the Supervisory Board, including as the a Chairman of the Supervisory Board, in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 12 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Marek Kośnik for the performance of his duties as a Member of the Supervisory Board, including as the Deputy Chairperson of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of Shareholders of CIECH S.A. herewith grants discharge to Mr. Marek Kośnik for the performance of his duties as a Member of the Supervisory Board, including as the Deputy Chairman of the Supervisory Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 13 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Łukasz Rędziniak for the performance of his duties as a Member of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Łukasz Rędziniak for the performance of his duties as a Member of the Supervisory Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 14 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Artur Olech for the performance of his duties as a Member of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Commercial Companies Code as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Artur Olech for the performance of his duties as a Member of the Supervisory Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 15 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Martin Laudenbach for the performance of his duties as a Member of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Code of Commercial Companies as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Martin Laudenbach for the performance of his duties as a Member of the Supervisory Board in the financial year 2021, i.e. in the period from January the 1st 2021 to December the 31st 2021.

§ 2

This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 16 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mrs. Natalia Scherbakoff for the performance of her duties as a Member of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Code of Commercial Companies as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mrs. Natalia Scherbakoff for the performance of her duties as a Member of the Supervisory Board in the financial year 2021, i.e. in the period from October the 26th 2021 to December the 31st 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 17 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting discharge to Mr. Piotr Augustyniak for the performance of his duties as a Member of the Supervisory Board in the financial year 2021

Pursuant to Article 393 item 1) and Article 395 § 2 item 3) of the Code of Commercial Companies as well as § 18 letter (a) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith grants discharge to Mr. Piotr Augustyniak for the performance of his duties as a Member of the Supervisory Board in the financial year 2021, i.e. in the period from January the 1st 2021 to March the 16th 2021.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.211.012 Number of votes "against": 446.448 Number of votes "abstaining": 113.533

RESOLUTION NO. 18 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting an individual award to a Member of the Supervisory Board of CIECH S.A. - Ms. Natalia Scherbakoff for the period of holding the position within the year 2021

Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:

§ 1

    1. The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Ms. Natalia Scherbakoff, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 56 000.
    1. The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
    1. Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.

§ 2

The resolution comes into force upon its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 26.997.753 Number of votes "against": 11.911.388 Number of votes "abstaining": 861.852

RESOLUTION NO. 19 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting an individual award to a Member of the Supervisory Board of CIECH S.A. - Mr. Martin Laudenbach for the period of holding the position within the years 2020-2021

Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:

§ 1

    1. The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Martin Laudenbach, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 528 000.
    1. The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
    1. Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.

§ 2

The resolution comes into force upon its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 26.997.753 Number of votes "against": 11.911.388 Number of votes "abstaining": 861.852

RESOLUTION NO. 20 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting an individual award to a Member of the Supervisory Board of CIECH S.A. - Mr. Łukasz Rędziniak for the period of holding the position within the years 2020-2021

Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:

§ 1

    1. The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Łukasz Rędziniak, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 639 000.
    1. The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
    1. Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.

§ 2

The resolution comes into force upon its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 26.997.753 Number of votes "against": 11.911.388 Number of votes "abstaining": 861.852

RESOLUTION NO. 21 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting an individual award to a Member of the Supervisory Board of CIECH S.A. - Mr. Marek Kośnik for the period of holding the position within the years 2019-2021

Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:

§ 1

    1. The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Marek Kośnik, Member of the Supervisory Board of CIECH S.A. acting as Deputy Chairman of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 972 000.
    1. The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
    1. Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.

§ 2

The resolution comes into force upon its adoption

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 26.997.753 Number of votes "against": 11.911.388 Number of votes "abstaining": 861.852

RESOLUTION NO. 22 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on granting an individual award to a Member of the Supervisory Board of CIECH S.A. - Mr. Artur Olech for the period of holding the position within the years 2019-2021

Pursuant to Article 392 § 1 of the Commercial Companies Code, § 18 letter (g) of the Statute of CIECH S.A., it is adopted as follows:

§ 1

    1. The Annual General Meeting of CIECH S.A., referring to § 5 section 7 of the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A. with its registered office in Warsaw, grants Mr. Artur Olech, Member of the Supervisory Board of CIECH S.A., an individual award constituting additional remuneration in the gross amount of PLN 1 000 000.
    1. The remuneration referred to in section 1 shall be paid within 90 days of the date of passing this resolution.
    1. Upon a motion of the Supervisory Board Member, the remuneration may be paid in a currency other than PLN, in an amount equivalent to the remuneration in PLN, calculated at the average exchange rate announced by the National Bank of Poland on the day the motion for payment in another currency is submitted.

§ 2

The resolution comes into force upon its adoption

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 26.997.753 Number of votes "against": 11.911.388 Number of votes "abstaining": 861.852

RESOLUTION NO. 23 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the opinion on the Report of the Supervisory Board of CIECH S.A. on remunerations in 2021

Pursuant to § 18 letter (m) of the Articles of Association of CIECH S.A. and Article 90g section 6 of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to an organized trading and public companies (Journal of Laws of 2021, item 1983, as amended), it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A., having considered the auditor's assessment of the Report of the Supervisory Board of CIECH on remuneration of the Members of the Management Board and the Supervisory Board for 2021 (hereinafter referred to as the "Report"), gives a positive opinion on the Report presented by the Supervisory Board of CIECH S.A. as attached to this Resolution.

§ 2

This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 36.994.623 Number of votes "against": 2.776.370 Number of votes "abstaining": 0

RESOLUTION NO. 24 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the establishing the number of Members of the Supervisory Board for the new term of office

Pursuant to § 20 item 1) of the Articles of Association of CIECH S.A. as well as § 27 section 1 of the Rules and Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. establishes that the Supervisory Board CIECH S.A. for the new term of office shall consist of (…….) members.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 38.279.952 Number of votes "against": 607.041 Number of votes "abstaining": 884.000

RESOLUTION NO. 25 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1 The Annual General Meeting of CIECH S.A. appoints Mr. Sebastian Kulczyk to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 26 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1 The Annual General Meeting of CIECH S.A. appoints Mr. Marek Kośnik to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 27 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1 The Annual General Meeting of CIECH S.A. appoints Mr. Łukasz Rędziniak to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 28 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. appoints Ms. Natalia Scherbakoff to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 29 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. appoints Mr. Martin Laudenbach to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 30 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the appointment of a Member of the Supervisory Board of CIECH S.A. for a new joint term of office

Pursuant to § 18 letter (g) of the Articles of Association of CIECH S.A. and § 28 Regulations of the General Meeting of Shareholders of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. appoints Mr. Artur Olech to the Supervisory Board of CIECH S.A. for a new joint term of office.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 34.273.656 Number of votes "against": 3.758.687 Number of votes "abstaining": 1.738.650

RESOLUTION NO. 31 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the amending the Remuneration Policy for the Members of the Management Board and Supervisory Board of CIECH S.A.

Pursuant to § 18 letter (m) of the Articles of Association of CIECH S.A., in connection with Article 90d section 1 of the of the Act of 29 July 2005 on public offering and conditions for introduction of financial instruments to the organised trading system and on public companies (Journal of Laws 2021, item 1983), it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. resolves to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of CIECH S.A. ("Policy") in such a way that Policy shall read as set out in the attachment to this resolution.

§ 2 This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 28.157.792 Number of votes "against": 10.758.551 Number of votes "abstaining": 854.650

RESOLUTION NO. 32 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on establishment of principles of remuneration for Members of the Supervisory Board of CIECH S.A.

Pursuant to Article 392 § 1 of the Commercial Companies Code in conjunction with § 18 letter (g) of the Company's Articles of Association, it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. herewith defines the following principles of remuneration for Members of the Supervisory Board of CIECH S.A.:

    1. Members of the Supervisory Board shall have the right to receive gross monthly remuneration in the following amount:
    2. 1) the Chairperson of the Supervisory Board 120% of the amount specified in section 1 point 2);
    3. 2) a Member of the Supervisory Board PLN 45,000.00.
    1. The Chairperson of a committee of the Supervisory Board shall be entitled to additional gross monthly remuneration of 10% of the amount specified in section 1 point 2).
    1. Members of a committee of the Supervisory Board shall be entitled to additional gross monthly remuneration of 5% of the amount specified in section 1 point 2).
    1. The remuneration specified in section 1 point 2) above shall be subject to annual indexation by the actual growth rate of the average remuneration compared to the previous year announced by the President of the Central Statistical Office (in the Official Journals of the Central Statistical Office (GUS) on the basis of the provisions of the Act on pensions and disability pensions from the Social Insurance Fund . The monthly gross remuneration prevailing on the last day of the year preceding the indexation shall be subject to indexation, applicable as of 1 January of each year, provided however that the first indexation shall be made of as 1 January 2023, rounded up to the nearest ten zlotys.
    1. The remuneration shall be paid in arrears, on or before the last day of the month for which it is due.
    1. The remuneration shall be paid in Polish zlotys ("PLN") or, at the request of a Member of the Supervisory Board, in any other currency, in an amount equal to the remuneration in PLN, at the average exchange rate announced by the National Bank of Poland on the day preceding the date of remuneration payment.
    1. The remuneration in the aforementioned amount shall be due as of the first day of the calendar month following the adoption of this resolution.
    1. Regardless of the monthly remuneration, members of the Supervisory Board shall be entitled to receive remuneration in the form of a share in the net profit, the amount of which shall be calculated in accordance with the principles set out in points 9 through 11.
    1. The General Meeting may award the remuneration referred to in point 8 upon approval of the following financial statements: financial statements of CIECH S.A. and

the consolidated financial statements of the CIECH Group, at the Annual General Meeting, during which these statements are approved.

    1. The amount of share in the profit for a Supervisory Board Member shall be determined individually for each such Member by resolution of the General Meeting, by:
    2. a) determining the amount of remuneration as a specific percentage calculated from the amount of net profit, or
    3. b) determining such remuneration in a specific amount.
    1. The remuneration referred to in points 9 through 11 shall be paid within the time limit specified in the resolution of the General Meeting, and in the absence of such specification - within 7 days from the date of adopting the resolution.
    1. The provisions of point 6 shall apply to the remuneration calculated in accordance with points 9 through 11.

§ 2

Upon the adoption of this Resolution, Resolution No. 3 of the Extraordinary General Meeting of CIECH S.A. from December the 18th 2017 on the determination of remuneration for the Members of the Supervisory Board of CIECH S.A. shall become null and void.

§ 3

This resolution shall enter into force upon adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 28.276.202 Number of votes "against": 10.640.141 Number of votes "abstaining": 854.650

RESOLUTION NO. 33 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on authorization for the Management Board to increase the share capital of CIECH S.A. within the framework of the authorised capital by issuing ordinary bearer shares of the following series, full exclusion of the subscription rights for all previous and current shareholders and on amendments to the Company's Articles of Association

Pursuant to Articles 444, 445, 447 in conjunction with Article 433 § 2 and Article 430 § 1 of the Commercial Companies Code in conjunction with § 18 letter (d) and letter (h) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

    1. The Management Board of CIECH S.A. presented to the General Meeting an opinion justifying the adoption of a resolution on authorization for the Management Board to increase the share capital of CIECH S.A. within the framework of the authorised capital.
    1. Adoption of the Resolution is aimed to enable CIECH S.A. to acquire the capital necessary to finance the merger and acquisition transactions of other entrepreneurs within CIECH operating activity. This objective can be achieved due to the advantages of the institution of the authorised capital, such as:
    2. a) simplification of the procedure for raising funds by means of a share capital increase, as a share capital increase does not require a General Meeting to be convened and held;
    3. b) reducing the cost of the share capital increase;
    4. c) making the share capital increase procedure more flexible, as the Management Board can offer newly issued shares much faster and at the time convenient for CIECH S.A., taking into the account current condition of the capital market, as opposed to the procedure of an ordinary share capital increase.
    1. Thus, having considered the Management Board's opinion on the exclusion of the subscription rights in whole or in part in regard to the existing shareholders, the Ordinary General Meeting adopts the present resolution on authorising the Management Board to increase the share capital of CIECH S.A. within the framework of the authorised capital and on amending the Articles of Association of CIECH S.A.

§ 2

    1. The share capital may be increased within the framework of the authorised capital by an amount not exceeding 197,625,720.00 PLN (in words: one hundred and ninety-seven million, six hundred and twenty-five thousand, seven hundred and twenty zloty) ("Authorised Capital").
    1. The Management Board shall be authorised to increase the share capital within the limits of the Authorised Capital, through the single or multiple issue of bearer shares, conducted within three years from the date of registration in the Register of Entrepreneurs of the National Court Register of the amendment to the Articles of Association of CIECH S.A. providing for the Authorised Capital.
    1. The Management Board shall also be authorised to issue subscription warrants in accordance with Article 444 §7 of the CCC, with the term of exercise of subscription rights expiring no later than three years from the date of registration in the Register of Entrepreneurs of the National Court Register of the amendment to the Articles of Association of CIECH S.A. providing for the Authorised Capital. The provisions of this Resolution on the issue of shares within the increase of the share capital within the limits of the Authorized Capital shall apply accordingly to the issue of subscription warrants.
    1. An increase of the share capital within the limits of the Authorised Capital by the Management Board shall require the approval of the Supervisory Board and the adoption of an appropriate resolution by the Management Board.
    1. An increase in the share capital within the limits of the Authorised Capital may take place in order for CIECH S.A. to acquire the capital necessary to finance merger and acquisition transactions of other businesses within CIECH operating activity.

§ 3

    1. Subsequent issues of shares under the share capital increase within the limits of the Authorised Capital will be identified by successive letters of the alphabet, beginning with the letter F.
    1. The Management Board is authorised to allot shares issued as a part of the share capital increase within the limits of the Authorised Capital in return for cash and non cash contributions.
    1. The Management Board is not allowed to grant shareholders who subscribe for shares in connection with an increase in the share capital within the limits of the Authorised Capital preference shares, nor is it allowed to grant them the personal rights described in Article 354 of the Companies Act.
    1. The Management Board is authorised to determine the issue price and allotment of shares issued within the limits of the Authorised Capital with the approval of the Supervisory Board.
    1. The issue price of shares issued under the share capital increase within the limits of the Authorised Capital may not be lower than the share price determined in accordance with the provisions of Article 79 sections 1-3 of the Act of 29 July 2005 - on public offering and conditions for introduction of financial instruments to the organised trading system and on public companies (Journal of Laws 2021, item. 1983), in the wording of this Act from the date of registration in the Register of Entrepreneurs of the National Court Register of the amendment to the Articles of Association of CIECH S.A. providing for the Authorised Capital. The reference point for the determination of the minimum share issue price shall be the day of adoption of the resolution of the Management Board on increasing the share capital within the limits of the Authorised Capital.
    1. The Management Board is authorised to decide on all other matters relating to the increase of the share capital within the limits of the Authorised Capital (including the issue of subscription warrants).
  • The Management Board presented to the General Meeting an opinion justifying the deprivation, in whole or in part, of existing shareholders of CIECH S.A. of their pre-emptive rights to shares issued within the framework of an increase in the share capital within the limits of the Authorised Capital or for the purpose of issuing

subscription warrants, subject to the priority right to subscribe for new shares for shareholders holding at least 1% of the share capital.

    1. Having considered the opinion of the Management Board, the General Meeting authorises the Management Board, with the consent of the Supervisory Board, to fully or partially deprive the existing shareholders of CIECH S.A. of their pre-emptive rights to shares issued within the limits of the Authorised Capital or for the purpose of issuing subscription warrants with respect to any increase in the share capital within the limits of the Authorised Capital.
    1. In the case of subscription warrants, the allotment procedure will follow the principles described in paragraph 2 above, while the allotment of shares within the Authorised Capital will take place in accordance with the rights attached to these subscription warrants.
    1. The written opinion of the Management Board referred to in paragraphs 1 and 2 above constitutes an Appendix No. 1 to this Resolution.

§ 5

The Annual General Meeting hereby authorises and obliges the Management Board to:

  • a) establish the detailed terms and manner of carrying out the subscriptions of shares issued in connection with the increase of the share capital within the limits of the Authorised Capital, and in the event of a decision to issue shares under closed or open subscription, in particular to (i) establish the opening and closing dates for the subscription of shares, (ii) establish the manner and conditions for the submission of subscriptions, and (iii) allot shares, including the allotment of shares not taken up by virtue of the exercise of pre-emptive rights;
  • b) take all actions, in fact and in law, aimed at admitting the shares to trading on a regulated market operated by the Warsaw Stock Exchange, or any other relevant stock exchange, including performing all actions and submitting all motions, documents or notices with a view to admitting the shares to trading on a regulated market operated by the Warsaw Stock Exchange, or any other relevant stock exchange;
  • c) adopt resolutions and take all other factual and legal actions concerning the dematerialisation of shares and conclude agreements with the National Depository for Securities for the registration and dematerialisation of shares.

§ 6

The Annual General Meeting of CIECH S.A. hereby amends the Articles of Association of CIECH S.A. in the manner, that is:

1. after § 7. of the Articles of Association of CIECH S.A. new § 7a. shall be added:

" § 7a.

  • 1. The Management Board is authorized to increase the share capital by an amount not higher than the PLN 197,625,720.00 (say: one hundred ninety seven million six hundred twenty five thousand seven hundred twenty zlotys) by way of one or more share capital increases within the limit specified above, by way of the issue of bearer shares (the "authorized capital").
  • 2. The authorisation referred to in sec. 1 shall expire 3 years after the date of registration of the amendment to the Company's Memorandum of Association providing for this authorized capital in the register of entrepreneurs of the National Court Register.
  • 3. The condition for the Management Board to increase the share capital within the authorized capital limit is obtaining the authorization of the Supervisory Board of the Company to make such an increase and adoption of an appropriate resolution by the Management Board.
  • 4. The increase in share capital within the authorized capital limit may be carried out in order to allow the Company to obtain required financing for the merger and acquisition transactions of other business entities within its operating activity.
  • 5. The Management Board is authorized to determine the detailed terms and conditions and the manner of conducting the subscription of shares issued due to the increase of the share capital within the authorized capital limit, and in the event a decision is made to issue shares within a closed or open subscription, in particular with regard to:
    • (a) determining the deadlines for the opening and closing of shares subscription,
    • (b) determining the manner and terms and conditions for making subscription for shares,
    • (c) making the allocation of shares, including the allocation of shares not taken-up as a result of the preemptive rights exercise.
  • 6. A resolution of the Management Board on determining the issue price and on allocating shares issued within the authorized capital requires the authorization of the Supervisory Board. The issue price of shares issued within the authorized capital cannot be lower than the price determined in accordance with the provisions of art. 79 sec. 1-2 of the act dated 29 July 2005 – on public offering, conditions governing the introduction of financial instruments to organized trading, and listed companies (Journal of Laws 2021, item. 1983) in wording binding on the day of registration in the register of entrepreneurs of the National Court Register regarding amendment of the Articles of Association of the Company introducing the authorized capital. The point of reference for determining the issue price of shares will be the day of adoption by the Management Board of a resolution on increasing the share capital within the authorized capital limits.
  • 7. With the authorization of the Company's Supervisory Board, the Management Board is authorized to deprive shareholders of their preemptive right (in whole or in part) to shares issued within the share capital increase within the limits of the authorized capital.
  • 8. When increasing the capital within the limit of the authorized capital, the Management Board may issue shares in exchange for cash or in-kind contributions.
  • 9. The Management Board may not issue preference shares to shareholders taking up shares in connection with the increase of the share capital within the authorized capital nor may it grant them personal privileges referred to in art. 354 of the Commercial Companies Code.
  • 10. The Management Board is authorized, within the increase of the share capital within the limit of the authorized capital, also to issue subscription warrants in accordance with art. 444 § 7 of the Commercial Companies Code, with the term of exercising the subscription right expiring not later than 3 years from the day of registration in the register of entrepreneurs of the National Court Register of the amendment

to the Company's Memorandum of Association providing for this authorized capital. The provisions of sec. 6 and 7 apply accordingly to the issue of subscription warrants.

  • 11. Unless the provisions of law or this paragraph provide otherwise, the Management Board is authorized to decide about all matters related to the increase of the share capital within the limits of the authorized capital (including related to the issue of subscription warrants), in particular the Management Board of the Company is authorized to:
    • (a) undertake all factual and legal actions aimed at admitting the shares to trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) or other appropriate stock exchange, including to take appropriate actions and submit all applications, documents or notifications to admit the shares to trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) or other appropriate stock exchange,
    • (b) adopt resolutions and any other factual and legal actions concerning the dematerialization of shares and concluding agreements with the Krajowy Depozyt Papierów Wartościowych S.A. on the registration and dematerialization of shares.

2. after sec. 2 letter (v) of § 21 of the Articles of Association of CIECH S.A. new letters (w) and (x) shall be added:

  • "(w) granting consent to the exclusion of shareholders' preemptive rights (in whole or in part) to shares issued as part of an increase in the share capital within the limit of the authorized capital, or to subscription warrants issued as part of an increase in the share capital within the limit of the authorized capital,
  • (x) granting consent to determine the issue price and granting shares issued by the Management Board within the limit of the authorized capital."

§ 7

This resolution enters into force on the day of its adoption, with legal effects from the date of entry of the amendments to the Articles of Association in the register of entrepreneurs of the National Court Register.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 27.125.711 Number of votes "against": 11.790.632 Number of votes "abstaining": 854.650

This resolution was not adopted.

RESOLUTION NO. 34 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on amendments to the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Companies Code, in conjunction with § 18 letter (d) of the Articles of Association of CIECH S.A., it is resolved as follows:

§1

The Annual General Meeting of CIECH S.A. hereby amends the Articles of Association of CIECH S.A., as follows:

the existing wording of § 19 of the Articles of Association of CIECH S.A. shall be renumbered as "§ 19 sec. 1", and the sec. 2 is added thereafter:

"2. The Shareholders' Meeting is valid and may adopt resolutions if at least 15% of the Company's share capital is represented at the Shareholders' Meeting."

§2

This resolution enters into force on the day of adoption, with legal effect as of the date of entry of the amendments to the Articles of Association in the Register of Entrepreneurs of the National Court Register.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 27.125.711 Number of votes "against": 8.706.632 Number of votes "abstaining": 3.938.650

This resolution was not adopted.

RESOLUTION NO. 35 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on amendments to the Company's Articles of Association

Pursuant to Article 430 § 1 of the Commercial Companies Code, in conjunction with § 18 letter (d) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. hereby amends the Articles of Association of CIECH S.A., as follows:

1. § 20. sec. 3 of Articles of Association of CIECH S.A., shall read as follows:

"3. Subject to sec. 3a, the members of the Supervisory Board are apitemed and dismissed by the Shareholders' Meeting."

2. § 20. sec. 3 of Articles of Association of CIECH S.A. after sec. 3, sec. 3a and 3b shall be added and read:

"3a. A shareholder who represents more than 50% of the Company's share capital shall have the right to appoint and dismiss Members of the Supervisory Board in a number constituting a majority of the Board as of the date of exercising this right (where the number of members of the Supervisory Board in a given term of office is determined by a resolution of the General Meeting), through a written declaration submitted to the Company (whereby if the declaration is submitted during a General Meeting, it may be submitted to the Chairperson of that General Meeting) (for example: in the case of a five-member Supervisory Board, the right to appoint and dismiss 3 members of the Supervisory Board; in the case of a six-member Supervisory Board, the right to appoint and dismiss 4 members of the Supervisory Board; in the case of a seven-member Supervisory Board, the right to appoint and dismiss 4 members of the Supervisory Board). Such appointment or dismissal is effective as of the date of delivery of an appropriate statement to the Management Board and does not require a resolution of the General Meeting. The right expires the moment the shareholder ceases to hold more than 50% of shares of the Company. In the event shareholder referred to in this section 3a fails to appoint a member or members of the Supervisory Board within 1 month from the date on which, for any reason, the Supervisory Board is composed of fewer persons than provided for in the relevant resolution of the General Meeting determining the number of members of the Supervisory Board, the General Meeting may appoint such Member or Members of the Supervisory Board. For clarity, the appointment by the General Meeting of such Mmember or Members of the Supervisory Board by the General Meeting shall not waive the shareholder's right, referred to in this section 3a, to subsequently dismiss such Member or Members of the Supervisory Board in accordance with this section 3a. For the avoidance of doubt, the shareholder referred to in this section 3a may waive the right referred to in this section 3a, and in such event the General Meeting shall appoint all members of the Supervisory Board (without waiving the right of such shareholder to dismiss those Members of the Supervisory Board in accordance with the provisions of this section 3a. The waiver shall be made in a written statement submitted to the Company (provided that if the statement is submitted during a General Meeting, the statement may be submitted to the Chairman of that General Meeting). For the avoidance of doubt, the power set out in this section 3a shall not restrict the shareholder referred to in this section 3a in his right to vote at the General Meeting on appointment or dismissal of the other members of the Supervisory Board who are appointed and dismissed by the General Meeting.

3b. If members of the Supervisory Board are elected by voting in separate groups, each group may elect only one member of the Supervisory Board, and a shareholder who participates in the group may not participate in the election of Supervisory Board members in another group or in the vote in which mandates on the Supervisory Board not filled on the Supervisory Board not filled by voting in separate groups."

§ 2

The resolution shall enter into force as of the date of its adoption, with legal effect as of the date of entry of the amendments to the Articles of Association in the Register of Entrepreneurs of the National Court Register.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 27.125.711 Number of votes "against": 9.561.282 Number of votes "abstaining": 3.084.000

This resolution was not adopted.

RESOLUTION NO. 36 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on the adoption of the Diversity Policy for the Supervisory Board of CIECH S.A.

Pursuant to § 18 letter (m) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. adopts the Diversity Policy for the Supervisory Board of CIECH S.A.. The Diversity Policy constitutes the Appendix to this Resolution.

§ 2 This resolution enters into force on the day of its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 39.763.791 Number of votes "against": 7.202 Number of votes "abstaining": 0

RESOLUTION NO. 37 OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 28 April 2022

on consenting to the disposal of the Organized Part of the Enterprise of CIECH S.A.

Pursuant to Article 393 item 3) of the Commercial Companies Code and § 18 letter (f) of the Articles of Association of CIECH S.A., it is resolved as follows:

§ 1

The General Meeting of CIECH S.A. consents to the disposal of the Organized Part of the Enterprise of CIECH S.A., consisting of assets used to conduct business operations regarding sale of evaporated salt and salt products on Polish and foreign markets, to its subsidiary, especially by sale or by an in-kind contribution to cover the Company's share capital.

§ 2 This resolution enters into force on the day of its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: 39.770.993 Number of votes "in favour": 33.102.836 Number of votes "against": 0 Number of votes "abstaining": 6.668.157

As resolutions number 33, 34 and 35 were not adopted, the following resolution was not voted on.

RESOLUTION NO. ……. OF THE ANNUAL GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of ……………………………………… 2022

on authorization for the Supervisory Board of CIECH S.A. to adopt consolidated text of the Articles of Association

Pursuant to Article 430 § 5 of the Commercial Companies Code, it is hereby resolved as follows:

§ 1

The Annual General Meeting of CIECH S.A. authorizes the Supervisory Board of CIECH S.A. to draft consolidated text of the Articles of Association of CIECH S.A. taking into the account amendments introduced by the resolutions adopted at this General Meeting.

§ 2 This resolution enters into force on the day of its adoption.

Number of shares from which valid votes have been cast: 39.770.993 Percentage of these shares in the share capital: 75,47%

Total number of valid votes: Number of votes "in favour": Number of votes "against": Number of votes "abstaining":

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