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Ciech S.A.

AGM Information Aug 22, 2019

5563_rns_2019-08-22_8d8050d8-3778-4b1e-a7c7-026a838ae5dd.pdf

AGM Information

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OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A.

with its registered office in Warsaw

of 22 August 2019

on the election of the Chairman of the Annual Meeting of Shareholders

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

OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A.

with its registered office in Warsaw

of 22 August 2019

on Adoption of the agenda of the Annual Meeting of Shareholders

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.:

    1. The opening of the Annual Meeting of Shareholders.
    1. Election of the Chairman of the Annual Meeting of Shareholders.
    1. Determination that the Annual Meeting of Shareholders was duly convened and is capable of adopting resolutions.
    1. Adoption of the agenda.
    1. Consideration of 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.
    1. Consideration of the Separate Financial Statements of CIECH S.A. for financial year 2018.
    1. Consideration of the Consolidated Financial Statements of CIECH Group for financial year 2018.
    1. Consideration of the Report of the Supervisory Board of CIECH 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.
    1. Adoption of a resolution on the approval of the Report of the Management Board on the activities of CIECH Group and CIECH S.A. for 2018, together with the Non-Financial Report of CIECH Group for 2018.
    1. Adoption of a resolution on the approval of the Separate Financial Statements of CIECH S.A. for financial year 2018.
    1. Adoption of a resolution on the approval of the Consolidated Financial Statements of CIECH Group for financial year 2018.
    1. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH

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.

    1. Adoption of a resolution on the approval of the distribution of net profit for financial year 2018.
    1. Adoption of a resolution on the granting to members of the Management Board of acknowledgement of the fulfilment of their duties in financial year 2018.
    1. Adoption of a resolution on the granting to members of the Supervisory Board of acknowledgement of the fulfilment of their duties in financial year 2018.
    1. Closure of the General Meeting.

§ 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

RESOLUTION NO. 3 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on the Approval of 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

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

RESOLUTION NO. 4 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on the Approval of the Separate Financial Statements of CIECH S.A. for financial year 2018

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:

  • 1) statement on the financial situation drawn-up as of 31 December 2018 which, on the side of assets and liabilities shows an amount of PLN 3,927,454 thousand (in words: three billion nine hundred and twenty-seven million four hundred and fifty-four thousand zlotys)
  • 2) profit and loss account for the period from 1 January 2018 to 31 December 2018, showing a net profit of PLN 270,612 thousand (in words: two hundred and seventy million six hundred and twelve thousand zlotys),
  • 3) statement on other total income for the period from 1 January 2018 to 31 December 2018, showing a positive total income of PLN 266,104 thousand (in words: two hundred and sixty-six million one hundred and four thousand zlotys),
  • 4) statement on changes in equity capital for the period from 1 January 2018 to 31 December 2018, showing a decrease in equity by PLN 146,327 thousand (in words: one hundred and forty-six million three hundred and twenty-seven thousand zlotys),
  • 5) statement of cash flows for the period from 1 January 2018 to 31 December 2018, showing a decrease in cash by PLN 320,620 thousand (in words: three hundred and twenty million six hundred and twenty thousand zlotys),
  • 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

RESOLUTION NO. 5 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on the Approval of the Consolidated Financial Statements of CIECH Group for financial year 2018

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:

  • 1) consolidated statement on the financial situation of CIECH Group, drawn up as at 31 December 2018 which, on the side of assets and liabilities shows an amount of PLN 4,822,132 thousand (in words: four billion eight hundred and twenty-two million one hundred and thirty-two thousand zlotys);
  • 2) consolidated profit and loss account of CIECH Group for the period from 1 January 2018 to 31 December 2018, showing a net profit of PLN 112,503 thousand (in words: one hundred and twelve million five hundred and three thousand zlotys);
  • 3) consolidated statement on other total income of CIECH Group for the period from 1 January 2018 to 31 December 2018, showing a total income of PLN 113,367 thousand (in words: one hundred and thirteen million, three hundred and sixty-seven thousand zlotys);
  • 4) consolidated statement of changes in equity of CIECH Group for the period from 1 January 2018 to 31 December 2018, showing an decrease in equity by PLN 285,518 thousand (in words: two hundred and eighty-five million five hundred and eighteen thousand zlotys);
  • 5) consolidated cash flow statement of CIECH Group for the period from 1 January 2018 to 31 December 2018, showing a decrease in cash by PLN 297,832 thousand (in words: two hundred and ninety-seven million eight hundred and thirty-two thousand zlotys);

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

OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

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

RESOLUTION NO. 7 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on the distribution of net profit of CIECH S.A. for financial year 2018

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:

  • 1) the amount of 17,181,990.27 (seventeen million one hundred and eighty-one thousand nine hundred and ninety and 27/100 zlotys) to be allocated to cover the loss recognised as an adjustment to the opening balance,
  • 2) the remaining amount of 253,429,862.70 (in words: two hundred and fifty-three million four hundred and twenty-nine thousand eight hundred and sixty-two and 70/100 zlotys) to be allocated to the supplementary capital.

§ 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

OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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.

§ 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

OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting acknowledgement 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

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 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

RESOLUTION NO. 10 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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 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

RESOLUTION NO. 11 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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 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

RESOLUTION NO. 12 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting acknowledgement 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

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

RESOLUTION NO. 13 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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

RESOLUTION NO. 14 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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.

§ 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

RESOLUTION NO. 15 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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.

§ 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

RESOLUTION NO. 16 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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

RESOLUTION NO. 17 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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

RESOLUTION NO. 18 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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

RESOLUTION NO. 19 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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

RESOLUTION NO. 20 OF THE ANNUAL MEETING OF SHAREHOLDERS OF CIECH S.A. with its registered office in Warsaw of 22 August 2019

on granting 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

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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