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    CIE   PLCIECH00018

CIECH S.A.

(CIE)
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Ciech S A : .pdf 1. Announcement on the convening of the Extraordinary Shareholders_ Meeting of CIECH S.A.

09/29/2021 | 11:42am EST

Announcement on the convening of

the Extraordinary Shareholders' 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, BDO number: 000015168, share capital of PLN 263 500 965.00 (paid in full), acting pursuant to Art. 398, Art. 399 § 1, Art. 4021 and Art. 4022 of the Commercial Companies Code, and § 17 section 4 letter a) of the Articles of Association of the Company, herewith convenes

EXTRAORDINARY SHAREHOLDERS' MEETING OF CIECH S.A.

The Meeting shall be held on October 26, 2021

at 11:00 a.m.

in Warsaw, 62 Wspólna St.

AGENDA OF THE MEETING:

  1. The opening of the Extraordinary General Meeting of Shareholders.
  2. Election of the Chairperson of the Extraordinary General Meeting of Shareholders.
  3. Determination that the Extraordinary General Meeting of Shareholders was duly convened and is capable of adopting resolutions.
  4. Adoption of the agenda.
  5. Adoption of resolutions on changes in the composition of the Supervisory Board of CIECH S.A.
  6. Closure of the Extraordinary General Meeting of Shareholders.

The right to participate in the Shareholders' Meeting

  1. Pursuant to Art. 4061 § 1 of the Commercial Companies Code, the right to participate in the
    Shareholders' Meeting of a public company shall be conferred upon persons who are shareholders of the company sixteen days before the date of the shareholders' meeting (the date of registration of participation in the meeting), i.e. on October 10, 2021.
  2. In order to ensure his/her/its participation in the shareholders' meeting, the shareholder authorized under dematerialized bearer's shares should demand - not earlier than after the announcement of the convening of this Shareholders' Meeting and no later than on the first working day after the date of registration of the participation, i.e. on October 11, 2021, an issue of a certificate issued in his name confirming his right to participate in the Shareholders' Meeting of CIECH S.A. by the entity keeping the securities account.
  3. The list of persons authorized under bearer's shares to participate in the Shareholders' Meeting 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.
  4. The list of shareholders authorized to participate in the Shareholders' Meeting shall be displayed at the registered office of the Company in Warsaw, 62 Wspólna St., from 21 to 25 October 2021. A shareholder

CIECH S.A.

Bank account:

Wspólna 62

Citibank Handlowy SA

00-684 Warszawa

6th Branch in Warsaw

Tel: +48 22 639 11 00

93 1030 1061 0000 0000 0034 0001

Fax: +48 22 639 11 09

ciech@ciechgroup.com

REGON: 011179878

www.ciechgroup.com

NIP: 118-00-19-377

BDO: 000015168

Register of Entrepreneurs:

District Court for the capital city of Warsaw 12th Commercial Division of

the National Court Register KRS number: 0000011687

Share capital:

PLN 263 500 965.00 (paid in full)

may request a list to be sent to him 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 e-mail address of the Company wza@ciechgroup.com.

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

  1. A shareholder may participate in the Shareholders' Meeting and exercise the right of vote in person or through an attorney.
  2. An attorney shall exercise all the rights of the shareholder at the Shareholders' Meeting, unless the power of attorney stipulates otherwise.
  3. 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 exercise of 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.
  4. A power of attorney to participate in the Shareholders' Meeting and exercise the right of vote shall require a written form or an electronic form.
  5. If an attorney at a shareholders' meeting of a public company is a member of the management board, a member of the supervisory board, a liquidator, an employee of the public company or a member of authorities or an employee of a company or a co-operative which is a subsidiary of such company, the power of attorney may authorize him to represent its Principal only during one shareholders' meeting. The attorney shall be obliged to disclose to the shareholder the circumstances indicating the existence or a possibility of existence or occurrence of a conflict of interests. The granting of further power of attorney shall be excluded.
  6. The granting of a power of attorney in an electronic form shall not require a safe electronic signature verified by means of a valid qualified certificate.
  7. The Company should be notified of the granting of an electronic power of attorney by electronic means of communication.
  8. A notification on the granting of a power of attorney in an electronic form should be made not later than a day before the Shareholders' Meeting.
  9. The Company, as part of the process of verification of validity of powers of attorney granted electronically and identification of the shareholder, may apply to the shareholder for the submission of an electronic version - a PDF-scanned 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 proportional to the goal thereof. The Company shall

attach the powers of attorney obtained in the aforementioned manner and printed to the minutes of the Shareholders' Meeting.

10.The above provisions shall apply accordingly to the revocation of the power of attorney.

CIECH S.A.

Bank account:

Wspólna 62

Citibank Handlowy SA

00-684 Warszawa

6th Branch in Warsaw

Tel: +48 22 639 11 00

93 1030 1061 0000 0000 0034 0001

Fax: +48 22 639 11 09

ciech@ciechgroup.com

REGON: 011179878

www.ciechgroup.com

NIP: 118-00-19-377

BDO: 000015168

Register of Entrepreneurs:

District Court for the capital city of Warsaw 12th Commercial Division of

the National Court Register KRS number: 0000011687

Share capital:

PLN 263 500 965.00 (paid in full)

11.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 Commercial Companies Code, 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 Extraordinary Shareholders' 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. until October 5, 2021. The request may also be submitted in an electronic form to the e-mail address of the Company, wza@ciechgroup.com, or in writing at the following address: The Management Board of CIECH S.A., 62 Wspólna St., 00-684 Warsaw, with the inscription: "Shareholders' Meeting". The announcement shall be placed in a matter stipulated for the convening of Shareholders' Meetings.
  2. A shareholder or shareholders representing at least one-twentieth of the share capital may, before the date of the Extraordinary Shareholders' Meeting of CIECH S.A., submit their proposals of draft resolutions concerning matters covered by the agenda of the Extraordinary Shareholders' Meeting or matters which they wish to placed in such agenda. The request may be submitted in an electronic form to the e-mail address of the Company or in writing at the following address: The Management Board of CIECH S.A., 62 Wspólna St., 00-684 Warsaw, with the inscription: "Shareholders' Meeting". The Company shall immediately announce draft resolutions on its website.
  3. 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, it is recommended to place, 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./e-mail 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.
  4. 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 Shareholders' Meeting, may request presentation of the documents listed in section 3 and may also undertake other actions aimed at verification of such requests and submissions, provided however that this is done proportionally to the purpose they are supposed to serve.
  5. Moreover, each shareholder may, during the Shareholders' Meeting, submit draft resolutions concerning the matters placed on the agenda.
  6. The requests and/or submissions referred to in sections 1, 2 and 5 should be made in Polish.

CIECH S.A.

Bank account:

Wspólna 62

Citibank Handlowy SA

00-684 Warszawa

6th Branch in Warsaw

Tel: +48 22 639 11 00

93 1030 1061 0000 0000 0034 0001

Fax: +48 22 639 11 09

ciech@ciechgroup.com

REGON: 011179878

www.ciechgroup.com

NIP: 118-00-19-377

BDO: 000015168

Register of Entrepreneurs:

District Court for the capital city of Warsaw 12th Commercial Division of

the National Court Register KRS number: 0000011687

Share capital:

PLN 263 500 965.00 (paid in full)

Final provisions

  1. Information concerning the Shareholders' Meeting, documentation which must be presented to the Shareholders' Meeting and draft resolutions, comments of the Management Board or the Supervisory Board concerning the matters covered by the agenda of the Shareholders' Meeting or matters which are to be placed on the agenda before the date of the Shareholders' Meeting shall be posted at the website of the Company: www.ciechgroup.com.
  2. The Articles of Association of CIECH S.A. do not stipulate a possibility of participation in the Shareholders' Meeting with the use of electronic means and of speaking and exercising the right of vote by correspondence or with the use of electronic means of communication.
  3. Requests, submissions connected with the Shareholders' Meeting made in an electronic form should be sent to the following e-mail address: wza@ciechgroup.com, and in writing to the following address of the Company: CIECH S.A. Legal Department, ul. Wspólna 62, 00-684 Warsaw.
  4. In all matters not governed by this announcement, the provisions of the Commercial Companies Code, the Articles of Association of the Company, as well as the Rules and Regulations of the Shareholders' Meeting of the Company shall be applied.

MANAGEMENT BOARD OF CIECH S.A.

CIECH S.A.

Bank account:

Wspólna 62

Citibank Handlowy SA

00-684 Warszawa

6th Branch in Warsaw

Tel: +48 22 639 11 00

93 1030 1061 0000 0000 0034 0001

Fax: +48 22 639 11 09

ciech@ciechgroup.com

REGON: 011179878

www.ciechgroup.com

NIP: 118-00-19-377

BDO: 000015168

Register of Entrepreneurs:

District Court for the capital city of Warsaw 12th Commercial Division of

the National Court Register KRS number: 0000011687

Share capital:

PLN 263 500 965.00 (paid in full)

Disclaimer

Ciech SA published this content on 29 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2021 15:41:07 UTC.


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