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Ciech S.A.

AGM Information May 5, 2023

5563_rns_2023-05-05_c3e1783e-bdd3-4d83-b537-d6a54c2806b2.pdf

AGM Information

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Announcement on a change in the agenda of the Annual General Meeting of CIECH S.A. convened on May 25, 2023

The Management Board of CIECH S.A. changes the agenda of the Annual General Meeting of CIECH S.A. convened on May 25, 2023, at 4:00 p.m. at the registered office of the Company in Warsaw at 62 Wspólna St., in Conference Room 5.16 (on level 5), as a result of a request made by KI Chemistry s.à.r.l. with its registered office in Luxembourg ("Shareholder"), adds an item with the following wording: "Adopting resolutions on amendments to the Company's articles of association", which shall be marked as number 18 of the agenda, and the current agenda items numbered from 18 to 21 are given numbers from 19 to 22.

Acting pursuant to Art. 401 § 1 - 2 of the Commercial Companies Code and § 17 (7) letter (a) and § 24 (4) letter (d) of Articles of Association of CIECH S.A. and taking into account the above changes, Management Board of CIECH S.A. establishes the following changed (extended) agenda of the Annual General Meeting of CIECH S.A.:

THE NEW (CHANGED) AGENDA:

    1. Opening of the Annual General Meeting of Shareholders.
    1. Election of the Chairperson of the Annual General Meeting of Shareholders.
    1. Statement of the correctness of convening the Annual General Meeting and its capacity to adopt 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 2022 together with the Non-Financial Report of CIECH Group for 2022.
    1. Consideration of the Financial Statements of CIECH S.A. for the financial year 2022.
    1. Consideration of the Consolidated Financial Statements of CIECH Group for the financial year 2022.
    1. Consideration of Report of the Supervisory Board of CIECH S.A. on its activity in year 2022.
    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 2022, together with the Non-Financial Report of CIECH Group for year 2022.
    1. Adoption of a resolution on the approval of the Financial Statements of CIECH S.A. for the financial year 2022.
    1. Adoption of a resolution on the approval of the Consolidated Financial Statements of CIECH Group for the financial year 2022.
    1. Adoption of a resolution on the approval of the Report of the Supervisory Board of CIECH S.A. on its activity in year 2022.
    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 2022.
    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 2022.
    1. Adoption of a resolution on issuing the opinion on the Report of the Supervisory Board of CIECH S.A. on remuneration for the year 2022.
    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 resolutions on amendments to the Articles of Association 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

    1. Adopting resolutions on amendments to the Company's articles of association.
    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 dissolution of capitals and the creation of a capital reserve for the payment of dividends or dividend advances in the future.
    1. Adoption of a resolution on the distribution of net profit for the financial year 2022.
    1. Closure of the General Meeting.

Rationale for item 18 of the agenda:

Shareholder of CIECH S.A. - KI Chemistry S.à r.l., representing in total more than one-twentieth of the total number of votes and the total number of shares in the Company, submitted a request to add the following item to the agenda of the Annual General Meeting convened for May 25, 2023:

"Adopting resolutions on amendments to the Company's articles of association".

Introduction of a quorum at the general meeting of the Company of 25% of the Company's share capital:

The Shareholder believes that, that the proposed amendment will ensure that resolutions of the general meeting will be passed in the presence of the Company's significant shareholders, thereby excluding the possibility that they will be passed by an incidentally assembled minority, and thereby will strengthen the influence of the significant shareholders in the Company's decision making process. In the Shareholder's opinion ensuring stability in the exercise of ownership rights by the Company's shareholders should be in the Company's own interest.

Change in the method of appointment of members of the supervisory board of the Company:

The Shareholder believes that the proposed arrangement will enhance the Supervisory Board's supervision over the Management Board which manages the Company's affairs. The proposed arrangement does not identify by name the preferred shareholder, but merely uses the criteria of the number of shares held, making the arrangement objective and capable of constituting a permanent rule, irrespective of the ownership structure of the Company at a particular time.

The company encloses the following:

  • 1) request to put items on the agenda of the next General Meeting,
  • 2) anamendeddraftresolutionoftheAnnualGeneralMeetingofCIECHS.A.onadopting the agenda and
  • 3) draft resolutions referred to in item 18 of the agenda.

As a consequence of the above change, the form posted on the Company's website at: www.ciechgroup.com/relacje inwestorskie/walne zgromadzenie will be corrected accordingly.

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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