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Ciech S.A.

AGM Information Apr 1, 2022

5563_rns_2022-04-01_f5be8e01-c874-4f23-aae0-6c0b75d4653d.pdf

AGM Information

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Announcement on the convening of the Annual General Meeting of CIECH Spółka Akcyjna

The Management Board of CIECH Spółka Akcyjna with its registered office in Warsaw (the "Company"), entered in the Register of Entrepreneurs by the District Court for the capital city of Warsaw, XII (12th) Commercial Division of the National Court Register, under KRS number: 0000011687, tax identification number (NIP): 118-00-19-377, share capital of PLN 263,500,965.00 (paid in full), acting pursuant to Art. 395 and Art. 399 § 1 of the Code of Commercial Companies, and 4021 and 4022of the Code of Commercial Companies, as well as § 17 section 3 and § 24 section 4 letter (d) of the Articles of Association of the Company, herewith convenes:

ANNUAL GENERAL MEETING OF CIECH S.A.

The General Meeting will be held on 28 April 2022

at 11:00 am

at the registered office of the Company in Warsaw at 62 Wspólna St.

AGENDA:

    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.

CIECH S.A. ul. Wspólna 62 00-684 Warszawa tel. (+48 22) 639 10 00 faks (+48 22) 639 14 51 [email protected] www.ciechgroup.com

Konto bankowe: Citibank Handlowy SA VI Oddział w Warszawie 93 1030 1061 0000 0000 0034 0001

REGON: 011179878 NIP: 118-00-19-377 BDO: 000015168

Rejestr przedsiębiorców: Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: 0000011687

    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 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 resolutions 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.

The right to participate in the General Meeting

    1. Pursuant to Art. 4061 § 1, Art. 4063and Art. 407 of the Code of Commercial Companies, the right to participate in the General Meetings of a public company shall be conferred upon persons who are shareholders of the company, sixteen days before the date of the General Meeting (the date of registration of participation in the general meeting), i.e. on 12 April 2022.
    1. In order to ensure his/her/its participation in the General Meeting, the shareholder authorized under dematerialized bearer shares shall demand - not earlier than after the announcement of the fact of convening of this Meeting and no later than on the first working day after the date of registration of the participation, i.e. 13 April 2022, an issue of a certificate issued in his/her/its name confirming the right to participate in the General Meeting of CIECH S.A. by the entity keeping the securities account.

CIECH S.A.

ul. Wspólna 62 00-684 Warszawa tel. (+48 22) 639 10 00 faks (+48 22) 639 14 51 [email protected] www.ciechgroup.com

Konto bankowe: Citibank Handlowy SA VI Oddział w Warszawie 93 1030 1061 0000 0000 0034 0001

REGON: 011179878 NIP: 118-00-19-377 BDO: 000015168

Rejestr przedsiębiorców: Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: 0000011687

    1. The list of persons authorized under bearer shares to participate in the General Meeting of Shareholders shall be determined by the Company on the basis of a list drawn up by the entity keeping the securities deposit, according to the provisions on trade in financial instruments.
    1. The list of shareholders authorized to participate in the General Meeting shall be displayed at the registered office of the Company in Warsaw, 62 Wspólna St., on 25 – 27 April 2022. A shareholder may request a list to be sent to him/her/it free of charge by electronic mail, providing an e-mail address to which the list must be sent. This request may be submitted in an electronic form to the email address of the Company: [email protected].

Granting of a power of attorney and exercising the right of vote through a representative

    1. A shareholder may participate in the General Meeting of Shareholders and exercise the right of vote in person or through an attorney (a representative).
    1. An attorney shall exercise all the rights of the shareholder at the General Meeting of Shareholders, unless the power of attorney stipulates otherwise.
    1. An attorney may grant further powers of attorney, if allowed under the originally-granted power of attorney. An attorney may represent more than one shareholder and vote differently for each of the represented shareholders. A shareholder holding shares kept in more than one securities account may appoint separate attorneys for the purpose of exercising the rights pertaining to the shares deposited in each of such accounts. A shareholder of a public company holding shares deposited in a collective account may appoint separate attorneys to exercise the rights pertaining to the shares deposited in such account.
    1. A power of attorney to participate in the General Meeting of Shareholders and exercise the right of vote shall require a written form or an electronic form.
    1. If an attorney at a general meeting of shareholders of a public company is a member of the management board, a member of the supervisory board, a liquidator, an employee of a public company or a member of its body or an employee of a company or a co-operative which is a subsidiary of such company, the power of attorney may authorize him/her to represent its Principal only during one Meeting of Shareholders. The attorney shall be obliged to disclose to the shareholder the circumstances indicating the existence or possible existence or occurrence of a conflict of interests. The granting of any further power of attorney shall be excluded.
    1. The granting of a power of attorney in electronic form shall not require a safe electronic signature verified by means of a valid qualified certificate.
    1. The Company should be notified of the granting of an electronic power of attorney by electronic means of communication.
    1. A notification on the granting of a power of attorney in an electronic form should be made not later than a day before the General Meeting of Shareholders.
    1. The Company, as part of verification of the validity of powers of attorney granted electronically and identification of the shareholder, may request the shareholder to submit an electronic version - a PDFscanned file - of the power of attorney. The Company, within the system of verification of the validity of powers of attorney granted in an electronic form and of identification of the shareholder may also undertake other actions in proportion to the goal thereof. The Company shall attach the powers of attorney obtained in the aforementioned manner and printed to the book of minutes.
    1. The above provisions shall apply accordingly to the revocation of the power of attorney.

CIECH S.A.

ul. Wspólna 62 00-684 Warszawa tel. (+48 22) 639 10 00 faks (+48 22) 639 14 51 [email protected] www.ciechgroup.com

Konto bankowe: Citibank Handlowy SA VI Oddział w Warszawie 93 1030 1061 0000 0000 0034 0001

REGON: 011179878 NIP: 118-00-19-377 BDO: 000015168

Rejestr przedsiębiorców: Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: 0000011687

  1. The Company informs you that a draft form providing for the exercise of the right of vote by an attorney, containing the data specified in Art. 4023 of the Code of Commercial Companies, is posted on the website of the Company: www.ciechgroup.com.

Shareholder rights

    1. A shareholder or shareholders of the Company representing at least one-twentieth of the share capital shall be entitled to request the placement of certain matters on the agenda of the Annual General Meeting of CIECH S.A. Such request, containing a justification or a draft resolution concerning the proposed point of the agenda should be submitted to the Management Board of CIECH S.A. not later than 21 days before the set date of the meeting, i.e. 7 April 2022. The request may also be submitted in an electronic form to the e-mail address of the Company, [email protected], or in writing to the following address: The Management Board of CIECH S.A., 62 Wspólna St., 00-684 Warsaw, with the inscription: "General Meeting of Shareholders". The announcement shall be placed in a matter stipulated for the convening of Meetings of Shareholders.
    1. A shareholder or shareholders representing at least one-twentieth of the share capital may, before the date of the Annual General Meeting of CIECH S.A., submit their proposals of draft resolutions concerning matters covered by the agenda of the Annual Meeting or matters to be placed in such agenda. The request may be submitted in an electronic form to the e-mail address of the Company [email protected] or in writing to the following address: The Management Board of CIECH S.A., 62 Wspólna St., 00-684 Warsaw, with the inscription: "General Meeting of Shareholders". The Company shall immediately announce draft resolutions on its website.
    1. Requests for placement of certain matters on the agenda and submissions of draft resolutions should be signed by the shareholder or a person acting in the shareholder's behalf, according to the rules of representation contained in the appropriate registers or records. In order to facilitate the verification of the validity of such requests and submissions by the Company, we recommend placing, together with the request or submission, a registered deposit certificate confirming the number of shares held, and an extract from the relevant register or record, as well as indication of a persons, including his/her contact details (telephone no./email address), where the Company may verify the aforementioned requests or submissions. In the event that the aforementioned requests or submissions are signed by attorneys, the granted power of attorney should also be attached.
    1. The Company, as part of verification of the validity of the requests and submissions referred to in sections 1 and 2 in electronic form and in the event of a request for the convening of the General Meeting, may request presentation of the documents listed in section 3 and may also take other actions aimed at verification of such requests and submissions, provided however that this is done in proportion to the purpose these are supposed to serve.
    1. Moreover, each shareholder may, during the General Meeting of Shareholders, submit draft resolutions concerning the matters placed on the agenda and may ask questions regarding matters on the agenda of the General Meeting.
    1. The requests and/or submissions referred to in sections 1, 2 and 5 should be made in Polish.
    1. Requests or notifications relating to the General Meeting and submitted in electronic form should be sent to the e-mail address: [email protected], and in writing - to the following address of the Company: CIECH S.A., 62 Wspólna St., 00-684 Warsaw.

CIECH S.A. ul. Wspólna 62 00-684 Warszawa tel. (+48 22) 639 10 00 faks (+48 22) 639 14 51 [email protected] www.ciechgroup.com

Konto bankowe: Citibank Handlowy SA VI Oddział w Warszawie 93 1030 1061 0000 0000 0034 0001

REGON: 011179878 NIP: 118-00-19-377 BDO: 000015168

Rejestr przedsiębiorców: Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: 0000011687

Final provisions - documentation, draft resolutions, form of participation

    1. Information concerning the General Meeting of Shareholders, documentation which must be presented to the General Meeting and draft resolutions, comments of the Management Board or the Supervisory Board concerning the matters covered by the agenda of the General Meeting or matters which are to be placed on the agenda before the date of the General Meeting shall be posted at the website of the Company: www.ciechgroup.com/relacje inwestorskie/walne zgromadzenie.
    1. The Company does not provide for the possibility of participation in the General Meeting with the use of electronic means and of speaking and exercising the right of vote with the use of electronic means of communication.
    1. According to art. 4065 § 4 of the Code of Commercial Companies, the Company provides real-time broadcast of the General Meeting, assuming that technical requirements are met. The broadcast shall be made available on the Company's website: www.ciechgroup.com/relacje inwestorskie/walne zgromadzenie - (link - address with video transmission shall be posted two days before the date of the General Meeting and activated at the time of opening the same. Technical requirements necessary to launch video transmission using electronic means of communication:
    2. a. connection to the public internet network with a minimum bandwidth of 1 Mbps (constant bandwidth when using the platform),
    3. b. computer with the ability to play audio and receive video, operating under the control of the Windows or macOS operating system with one of the browsers installed on it: IE (minimum version 11 and newer), Firefox (version 60 and newer), Chrome (version 70 and newer), Safari (version 12 and newer) or Opera (version 55 and newer) (all listed browsers are free for download on the public internet) and Adobe Flash Player plugin (minimum version 27 and newer) (for possible free download of this software from the manufacturer's website). In addition, JavaScript and SSL 3.0 support must be enabled in the browser (these are standard browser settings).

Lower bandwidth of the internet connection and older versions of browsers may cause difficulties or prevent transmission from the GM venue, delay the transmission, and prevent voting.

While using the platform, it is suggested that the user should not use any other applications that significantly burden the computer and communication link used by the platform.

Requests or notifications relating to the General Meeting and submitted in electronic form should be sent to the e-mail address: [email protected], and in writing - to the following address of the Company: CIECH S.A., Legal Department, 62 Wspólna St., 00-684 Warsaw.

  1. In all matters not governed by this announcement, the provisions of the Code of Commercial Companies, the Articles of Association of the Company, as well as the Rules and Regulations of the General Meeting of Shareholders of the Company shall be applied.

MANAGEMENT BOARD OF CIECH S.A.

CIECH S.A. ul. Wspólna 62 00-684 Warszawa tel. (+48 22) 639 10 00 faks (+48 22) 639 14 51 [email protected] www.ciechgroup.com

Konto bankowe: Citibank Handlowy SA VI Oddział w Warszawie 93 1030 1061 0000 0000 0034 0001

REGON: 011179878 NIP: 118-00-19-377 BDO: 000015168

Rejestr przedsiębiorców: Sąd Rejonowy dla m.st. Warszawy XII Wydział Gospodarczy Krajowego Rejestru Sądowego KRS: 0000011687

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