Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Ciech S.A. AGM Information 2023

Nov 22, 2023

5563_rns_2023-11-22_a1a4393a-07fd-44dd-b54e-5398a61e2c6a.pdf

AGM Information

Open in viewer

Opens in your device viewer

RESOLUTION NO. 1 OF THE EXTRAORDINARY GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 22 November 2023

on the adoption of the agenda

The General Meeting hereby adopts the following agenda:

    1. Opening of the General Meeting;
    1. Electing the Chairperson of the General Meeting, preparing an attendance list and confirming the correctness of the General Meeting held and its ability to adopt binding resolutions;
    1. Adopting the agenda of the General Meeting;
    1. Adopting a resolution on the withdrawal of the Company's shares from trading on the regulated market;
    1. Adopting a resolution on the selection of the entity maintaining the register of the Company's shareholders;
    1. Closing of the General Meeting.

Number of shares from which valid votes have been cast: 52,699,909 Percentage of these shares in the share capital: 100.00 %

Total number of valid votes: 52,699,909 Number of votes "in favour": 52,699,909 Number of votes "against": 0 Number of votes "abstaining": 0

RESOLUTION NO. 2 OF THE EXTRAORDINARY GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 22 November 2023

on the withdrawal of the Company's shares from trading on the regulated market

§ 1.

The General Meeting, Acting pursuant to article 91 section 3 of the Act of 29 July 2005 on public offering and conditions governing the introduction of financial instruments to organised trading and on public companies (the "Act on Public Offering"), herewith decides on the withdrawal from trading on (i) the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) (the "WSE") and (ii) the regulated market operated by Börse Frankfurt, of 52,699,909 (fifty-two million six hundred and ninety-nine thousand nine hundred and nine) ordinary bearer shares of the Company, i.e.:

  • (i) 20,816 (twenty thousand eight hundred and sixteen) series A ordinary bearer shares with a nominal value of PLN 5.00 (five zlotys) each,
  • (ii) 19,775,200 (nineteen million seven hundred and seventy-five thousand two hundred) series B ordinary bearer shares with a nominal value of PLN 5.00 (five zlotys) each,
  • (iii) 8,203,984 (eight million two hundred and three thousand nine hundred and eighty-four) series C ordinary bearer shares with a nominal value of PLN 5.00 (five zlotys) each,
  • (iv) 23,000,000 (twenty-three million) series D ordinary bearer shares with a nominal value of PLN 5.00 (five zlotys) each,
  • (v) 1,699,909 (one million six hundred and ninety-nine thousand nine hundred and nine) series E ordinary bearer shares with a nominal value of PLN 5.00 (five zlotys) each,

registered and marked by Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities S.A.) with the code PLCIECH00018, which represent a total of 100% of the Company's share capital and constitute 100% of votes at the Company's general meeting (the "Shares").

§ 2.

The Company's management board is hereby authorised to perform any actual and legal transaction related directly or indirectly to the implementation of the provisions of this resolution, including in particular, to submit in accordance with article 91 section 1 of the Act on Public Offering, an application for permission from the Polish Financial Supervision Authority to withdraw the Shares from trading on the regulated market operated by the WSE, to submit to the WSE an application to withdraw the Shares from trading on the regulated market operated by the WSE and to submit all applications and documentation to Börse Frankfurt required by law in connection with the withdrawal of the Shares from trading on the regulated market operated by Börse Frankfurt.

§ 3.

This resolution shall be effective upon its adoption.

Number of shares from which valid votes have been cast: 52,699,909 Percentage of these shares in the share capital: 100.00 %

Total number of valid votes: 52,699,909 Number of votes "in favour": 52,699,909 Number of votes "against": 0 Number of votes "abstaining": 0

RESOLUTION NO. 3 OF THE EXTRAORDINARY GENERAL MEETING OF CIECH S.A. with its registered office in Warsaw of 22 November 2023

on the selection of the entity maintaining the register of the Company's shareholders

§ 1.

In connection with the planned withdrawal of the Company's shares from trading on the regulated market and the planned termination of the agreement on the registration of shares in the securities depository operated by Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository for Securities S.A.) (the "KDPW") and withdrawal of shares from the securities depository operated by the KDPW, the General Meeting, acting pursuant to article 3281 § 5 of the Code of Commercial Companies has decided to select Santander Bank Polska S.A. - Santander Brokerage Office, headquartered in Warsaw at Al. Jana Pawła II 17, 00-854 Warsaw, KRS number 0000008723, NIP 896 000 56 73, as the entity maintaining the register of the Company's shareholders.

§ 2.

The Company's management board is hereby authorised to perform any actual and legal transaction related directly or indirectly to the implementation of the provisions of this resolution, including in particular, to conclude an agreement on maintaining a register of shareholders with the entity indicated in § 1 of this resolution, as well as to take all actions necessary to dissolve the agreement on the registration of shares in the securities depository operated by the KDPW and the withdrawal of shares from the securities depository operated by the KDPW.

§ 3.

This resolution shall be effective upon its adoption.

Number of shares from which valid votes have been cast: 52,699,909 Percentage of these shares in the share capital: 100.00 %

Total number of valid votes: 52,699,909 Number of votes "in favour": 52,699,909 Number of votes "against": 0 Number of votes "abstaining": 0