The Management Board of CIECH S.A. hereby announces the content of draft resolutions which it intends to present at the Extraordinary General Meeting of Shareholders of CIECH S.A. convened on August 19, 2008.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning the election of the Chairman of the Extraordinary General Meeting
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to article 409 § 1 of the Commercial Companies Code and § 17 section 5 of the Statute of the Company and § 15 of the Regulations of the General Meeting of CIECH S.A. adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints Mr/Mrs ....................... as a Chairman/Chairwoman of the Extraordinary General Meeting.
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in a secret ballot.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning the adoption of the agenda for the Extraordinary General Meeting
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to § 29 of the Regulations of the General Meeting of Shareholders of CIECH S.A. adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A hereby adopts the following agenda for the Extraordinary General Meeting of Shareholders of CIECH S.A announced by the Management Board of CIECH S.A. in the Official Journal (Monitor Sądowy i Gospodarczy) as of July 21, 2008, No 141, item 9563:
1. Opening of the Extraordinary General Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Statement that the Extraordinary General Meeting has been properly convened and has authority to adopt biding resolutions.
4. Adoption of the agenda.
5. Election of the Voting Committee of the Extraordinary General Meeting.
6. Changes in the composition of the Management Board of CIECH S.A.
7. Closing of the proceedings.
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in an open ballot.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning election of the Voting Committee of the Extraordinary General Meeting
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to § 26 of the Regulations of the General Meeting of Shareholders of CIECH S.A. adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints a Voting Committee composed of the following members:
1. .....................................
2. .....................................
3. .....................................
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in a secret ballot.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning changes in the composition of the Management Board
The Extraordinary General Meeting of Shareholders of CIECH S.A. acting pursuant to article 368 § 4 of the Commercial Companies Code and § 18 item 8) of the Statute of the Company adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby recalls Mr ................................. from the Management Board of CIECH S.A.
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in a secret ballot.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning changes in the composition of the Management Board
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to article 368 § 4 of the Commercial Companies Code and § 18 item 8) of the Statute of the Company adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints Mr/Mrs ............................. (PESEL: ...............) as a member of the Management Board of CIECH S.A.
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in a secret ballot.
RESOLUTION No ....
of the Extraordinary General Meeting of Shareholders of CIECH S.A.
dated August 19, 2008
concerning changes in the composition of the Management Board
The Extraordinary General Meeting of Shareholders of CIECH S.A., acting pursuant to article 368 § 4 of the Commercial Companies Code and § 18 item 8) of the Statute of the Company adopts the following resolution:
§ 1
The Extraordinary General Meeting of Shareholders of CIECH S.A. hereby appoints Mr .......... as a President of the Management Board of CIECH S.A.
§ 2
This resolution comes into effect from the moment of its adoption.
........................... votes have been cast in favour, .................. votes have been cast against. ............. persons abstained from voting.
This resolution was adopted in a secret ballot.
Justification of draft resolutions concerning the changes in the composition of the Management Board.
The Management Board of CIECH S.A. acting pursuant to rule II. section 5 „Good Practices of Companies Quoted at the Warsaw Stock Exchange” presents justification of suggested draft resolutions concerning the changes in the compositions of the Management Board.
On July 7, 2008, the Supervisory Board applied for calling the Extraordinary General Meeting of Shareholders of CIECH S.A. with item on the agenda ”Changes in the composition of the Management Board of CIECH S.A.”.
In accordance with the application of the Supervisory Board, the Management Board of CIECH S.A. convened the Extraordinary General Meeting on August 19, 2008 with the agenda presented in the resolution of the Supervisory Board.
On July 11, 2008, Mirosław Kochalski handed in his resignation form a post of the President of the Management Board of CIECH S.A. On the same day the Management Board of CIECH S.A. entrusted Ryszard Kunicki with management of works of the Management Board.
Taking the above into account under the item on the agenda ”Changes in the composition of the Management Board of CIECH S.A., the Management Board presents draft resolutions of the Extraordinary General Meeting to the Shareholders .
Draft resolutions were prepared pursuant to § 18 item 8) of the Statute of CIECH S.A according to which the General Meeting is empowered to appoint and recall members of the Management Board, including the President of the Management Board as well.