AGM Information • Aug 22, 2019
AGM Information
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Acting pursuant to Art. 409 § 1 of the Code of Commercial Companies, it is resolved as follows:
§ 1 The Annual Meeting of Shareholders of CIECH S.A. herewith appoints, as the Chairman of the Meeting, Ms Justyna Kieza.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,528,534 Number of votes cast "against": 0 Number of votes "abstaining": 0
Acting 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 Meeting of Shareholders of CIECH S.A. herewith adopts the following agenda of the Annual Meeting of Shareholders of CIECH S.A.:
S.A. on the activity in financial year 2018, including a report on the results of evaluation of: reports on the activity of CIECH Group and CIECH S.A. for 2018, financial statements of CIECH S.A. and CIECH Group, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,528,534 Number of votes cast "against": 0 Number of votes "abstaining": 0
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 1) of the Code of Commercial Companies, as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A., upon consideration, herewith approves the Report of the Management Board on the activity of CIECH Group and CIECH S.A. for 2018, together with the Non-Financial Report of CIECH Group for 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 1) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A., upon consideration of the report of the independent auditor - PricewaterhouseCoopers Polska spółką z ograniczoną odpowiedzialnością Audyt sp. k. with its registered office in Warsaw – on the audit of the annual financial statements and the evaluation of the Separate Financial Statements of CIECH S.A. for financial year 2018 presented by the Supervisory Board of CIECH S.A., herewith approves the Separate Financial Statements of CIECH S.A. for financial year 2018, including:
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 395 § 5 of the Code of Commercial Companies and § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A., upon consideration of the report of the independent auditor - PricewaterhouseCoopers Polska spółką z ograniczoną odpowiedzialnością Audyt sp. k. with its registered office in Warsaw – on the audit of the Consolidated Annual Financial Statements and the evaluation of the Consolidated Financial Statements of CIECH Group for financial year 2018 presented by the Supervisory Board of CIECH S.A., herewith approves the Consolidated Financial Statements of CIECH S.A. for financial year 2018, including:
6) additional information, including information on the adopted accounting policy and other explanatory notes.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
on the Approval of the Report of the Supervisory Board of CIECH S.A. on the Activity in 2018, including a report on the results of evaluation of: reports on the activity of CIECH Group and CIECH S.A. for 2018, and financial statements of CIECH S.A. and CIECH Group, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2018.
Acting pursuant to Art. 395 § 5 of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith approves the Report of the Supervisory Board of CIECH S.A. on the Activity in 2018, including a report on the results of evaluation of: reports on the activity of CIECH Group and CIECH S.A. for 2018, and financial statements of CIECH S.A. and CIECH Group, taking into account the assessment of the internal control system and the system for the management of risks which are significant to the Company, as well as the proposal of the Management Board regarding the distribution of net profit of CIECH S.A. for 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534 Percentage share of those votes in the share capital: 65.52% Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 395 § 2 point 2) of the Code of Commercial Companies as well as § 18 point 2) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A., upon reviewing the proposal of the Management Board of CIECH S.A. regarding distribution of net profit of CIECH S.A. for financial year 2018 and upon reviewing an opinion of the Supervisory Board of CIECH S.A., herewith decides to allocate net profit of CIECH S.A. for financial year 2018, amounting to PLN 270,611,852.97 (in words: two hundred and seventy million six hundred and eleven thousand eight hundred and fifty-two and 97/100 zlotys), in the following manner:
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534
Number of votes cast "in favour": 33,207,144
Number of votes cast "against": 1,321,390
Number of votes "abstaining": 0
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Dawid Jakubowicz for the fulfilment of his duties of the President of the Management Board in the period from 5 December 2018 to 31 December 2018 and his duties of a temporary President of the Management Board in his capacity of a delegated Member of the Supervisory Board of CIECH S.A., i.e. in the period from 10 September 2018 to 5 December 2018.
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Artur Osuchowski for the fulfilment of his duties of a Member of the Management Board in the period from 1 January 2018 to 31 December 2018.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Mirosław Skowron for the fulfilment of his duties of a Member of the Management Board in the period from 10 September 2018 to 31 December 2018.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Maciej Tybura for the fulfilment of his duties of the President of the Management Board in the period from 1 January 2018 to 10 September 2018.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Artur Król for the fulfilment of his duties of a Member of the Management Board in the period from 1 January 2018 to 10 August 2018.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534
Number of votes cast "in favour": 34,446,869
Number of votes cast "against": 0
Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Krzysztof Szlaga for the fulfilment of his duties of a Member of the Management Board in the period from 6 March 2018 to 26 November 2018.
§ 2
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Sebastian Kulczyk for the fulfilment of his duties of a Member of the Supervisory Board, including as the Chairman of the Supervisory Board, in the period from 1 January 2018 to 31 December 2018.
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534 Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Tomasz Mikołajczak for the fulfilment of his duties of a Member of the Supervisory Board, including as the Deputy Chairman of the Supervisory Board, in the period from 1 January 2018 to 31 December 2018.
This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534 Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Dominik Libicki for the fulfilment of his duties of a Member of the Supervisory Board in the period from 1 January 2018 to 22 June 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Mariusz Nowak for the fulfilment of his duties of a Member of the Supervisory Board in the period from 1 January 2018 to 31 December 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Piotr Augustyniak for the fulfilment of his duties of a Member of the Supervisory Board in the period from 1 January 2018 to 31 December 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Artur Olech for the fulfilment of his duties of a Member of the Supervisory Board in the period from 1 January 2018 to 31 December 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
Acting pursuant to Art. 393 point 1) and Art. 395 § 2 point 3) of the Code of Commercial Companies as well as § 18 point 1) of the Articles of Association of CIECH S.A., it is resolved as follows:
§ 1
The Annual Meeting of Shareholders of CIECH S.A. herewith grants acknowledgement to Mr Dawid Jakubowicz for the fulfilment of his duties of a Member of the Supervisory Board in the period from 22 June 2018 to 5 December 2018.
§ 2 This resolution shall come into force on the date of its adoption.
The number of shares from which valid votes have been cast: 34,528,534
Percentage share of those votes in the share capital: 65.52%
Total number of valid votes: 34,528,534 Number of votes cast "in favour": 34,446,869 Number of votes cast "against": 0 Number of votes "abstaining": 81,665
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