2016 Current Reports EN

3/2016Information on non-compliance by the CPD S.A. Best Practices of GPW Listed Companies

Contents:

The Management Board announces that CPD S.A. currently does not apply the following rules Best Practice of GPW Listed Companies 2016:

  1. Disclosure Policy, Investor Communications
  • principle I.Z.1.3. a chart showing the division of duties and responsibilities among members of the management board drawn up according to principle II.Z.1;

The Company does not apply the principle.

On the Company’s website the scheme for the division of tasks and responsibilities between the Board members is not attached. Due to the lack of developed organizational structure in the Company the scheme of division of tasks and responsibilities between members of the Board is not developed either.

  • principle I.Z.1.11. information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule;

The Company does not apply the principle.

The Company has not posted information about the content of the company’s internal rule of changing the company authorized to audit financial statements on it’s website, as there is no such internal rules. The company applies to the content of art. 89 of the Act of 7 May 2009 on auditors and their self-government, entities authorized to audit financial statements and public oversight:

“1. Key statutory auditor can not perform auditing activities in the same unit of public interest for a period longer than 5 years.

2. Key auditor can again perform the financial audit in the entity referred to in paragraph. 1, after at least two years.”

  • principle I.Z.1.15. information about the company’s diversity policy applicable to the company’s governing bodies and key managers; the description should cover the following elements of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should publish the explanation of its decision on its website;

The Company does not apply the principle.

The Company does not have a diversity policy in relation to the authorities of the Company and its key managers. In deciding whether the employment of board members or managers, the Company is guided by the criteria: professional experience, competence, education.

  • principle I.Z.1.16. information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting;

The Company does not apply the principle.

The costs of implementation of internet transmission, recording sessions, and publishing these transmissions, the need of broad for legal analysis relating to, among others, publication of shareholders images and their expression and organizational burden associated with these activities do not allow for implementation of these procedures in the Company. Currently there is also the relevant regulations in the Articles of Association and Regulations of the General Meeting.

  • principle I.Z.1.20. an audio or video recording of a general meeting;

The Company does not apply the principle.

The company did not register the proceedings of the General Meetings in the form of audio or video so far. The Company believes that a form of documentation of the General Meetings allows the preservation of transparency and protection of shareholder rights. Information on resolutions adopted by the General Meetings, the Company shall publish in the form of current reports and on its website www.cpdsa.pl.

  1. Management Board, Supervisory Board
  • principle II.Z.1. The internal division of responsibilities for individual areas of the company’s activity among management board members should be clear and transparent, and a chart describing that division should be available on the company’s website.

The Company does not apply the principle.

In accordance with the provisions of the Commercial Companies Code (KSH), the members of the Board are obliged to jointly manage the Company’s affairs. Due to the absence of the Company’s organizational structure and extensive activity in one specific area of the property precisely there were no formalized division of responsibilities between the Board members.

  • principle II.Z.2. A company’s management board members may sit on the management board or supervisory board of companies other than members of its group subject to the approval of the supervisory board.

The Company does not apply the principle.

Corporate Documentation of Company does not provide records relating to the commented rules and agreements with the members of the Board do not impose restrictions of this type. The Company on the other hand applies the applicable law (art. 380 of the Code of Commercial Companies), according to which the board member may not, without the consent of the Company’s competitive business or participate in a competitive company; (I) in accordance with the provisions of the Rules of the Supervisory Board member shall not carry out activities competitive to the Company without the consent of the Supervisory Board, (ii) in accordance with the regulations of the Management Board, member of the Board may not engage in competitive business or participate in a competitive company as a partner or a member of its authorities, without the consent of the Supervisory Board.

  1. General Meeting, Shareholder Relations
  • principle IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.

The Company does not apply the principle.

Costs of implementation of internet transmission, recording sessions, and publishing these transmissions, the need of broad for legal analysis relating to, among others, publication of shareholders images and their expression and organizational burden associated with these activities do not allow for implementation of these procedures in the Company. Currently there is also the relevant regulations in the Articles of Association and Regulations of the General Meeting.

  1. Conflict of Interest, Related Party Transactions
  • principle V.Z.5. Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group. If the decision concerning the company’s significant agreement with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made.

The Company does not apply the principle.

Company’s Corporate Documentation (§ 13 paragraph. 2 point 14) contains provisions concerning the need of Supervisory Board a consent for conclusion of agreement by the Company with related parties of the Company within the Regulation of the Minister of Finance on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by laws of a non-member state (Journal of laws of 2014, item. 133); consent is not required for typical transactions concluded on market terms within the operating business by the Company with a subsidiary in which the Company holds a majority stake. However, the above definition does not, qualify for the category of “related parties” shareholder holding 5% to 20% percent of the total number of votes in the Company.

  • principle V.Z.6. In its internal regulations, the company should define the criteria and circumstances under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The company’s internal regulations should among others provide for ways to prevent, identify and resolve conflicts of interest, as well as rules of excluding members of the management board or the supervisory board from participation in reviewing matters subject to a conflict of interest which has arisen or may arise.

The Company does not apply the principle.

The Company has not adopted internal regulations relating to the determination of situations that can result in the company to a conflict of interest, and did not define the rules of conduct in the face of conflict of interest or the possibility of its occurrence. The Company will consider the possibility of implementing appropriate regulations taking into account, inter alia, how to prevent, identify and resolve conflicts of interest, as well as rules-off member of the Management Board or the Supervisory Board from participating in the consideration of matters covered by or at risk of conflict of interest.

  1. Remuneration
  • principle VI.Z.1. Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term financial standing of the company and longterm shareholder value creation as well as the company’s stability.

The Company does not apply the principle.

The Company has no current incentive programs based on options or financial instruments (or to members of the Board or for key managers). Existing internal bonus programs for employees of the capital of the Company (including the members of the Board) are associated with the net proceeds from the sale of the investments in question do not apply while the long-term financial situation of the Company and long-term growth in shareholder value and stability of the Company.

principle VI.Z.2. To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years.

The Company does not apply the principle.

Due to the conditions of application of the rule (indicated in explaining the principle of VI.Z.1) it is not possible to comply with the rules VI.Z.2.

principle VI.Z.4. In this activity report, the company should report on the remuneration policy including at least the following:

1)     general information about the company’s remuneration system;

2)     information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;

3)     information about non-financial remuneration components due to each management board member and key manager;

4)     significant amendments of the remuneration policy in the last financial year or information about their absence;

5)     assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation and the company’s stability.

The Company does not apply the principle.

This principle can not be applied due to the fact that the Company does not have the policy of remuneration (salary system). Legal forms of contracts and remuneration for the members of the Board shall be determined within individual students negotiations between members of the Management Board and the Supervisory Board. Due to the large group of the capital of the Company is not possible to develop such extensive data in such a short time, however, the Management Board will consider the possibility to adapt in the future reports of the Company’s operations in a manner consistent with this principle. The Company publishes a report on the activities of the remuneration of the members of the Management Board and the Supervisory Board.

 

 

Legal basis:

On the basis of § 29.3 of the Stock Exchange in Warsaw Rules, CPD SA submits a report on non-specific rules contained in the “Code of Good Practice for WSE Listed Companies 2016”

 

Signatures of persons entitled to representation:

Elżbieta Donata Wiczkowska, President of the Management Board, 17 March 2016

2/2016 Establishment of securities for the credit agreement

Further to the current report no 28/2015 of 22 December 2015, Management Board of CPD S.A. (hereinafter the ”Company”) provides additional information concerning the security for the Developer bank loan. Yesterday the Company received the decision issued by the District Court for the Capital City of Warsaw XI Commercial Division – Register of Pledges concerning the entry to the register of pledges, the registered pledge over 100 shares of the company Smart City sp. z o.o. with its registered office in Warsaw, address: ul. Cybernetyki 7B, 02-677 Warsaw, entered to the register of business entities maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000528806.

On 1 February 2016 the Agreement for the establishment of registered pledge over the shares of the company Smart City spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, was concluded by and between Lakia Enterprises Limited with its registered office in Nicosia, Cyprus (“Pledgor”) and Bankiem Zachodnim WBK S.A. with its registered office in Warsaw (“Pledgee”).

Registered pledge was established over 100 shares in the share capital of the company Smart City sp. z o.o. with the nominal value of 50 zlotys each, constituting 100% of the share capital of the company. Nominal value of the package of 100 shares amounts to 5,000 zlotys.

Registered pledge was established up to the amount of 101469432 zlotys.

Lakia Enterprises Limited which has established the registered pledge over the shares in the share capital is the Company’s direct subsidiary.

Company and its officers and the Pledgee and its officers are not affiliated entities within the meaning of §2 par. 1 subpar. 32) of the Regulation.

Legal basis:

§ 5.1.1. of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state

Signatures of persons entitled to representation:

Elżbieta Donata Wiczkowska, President of the Management Board, 2 March 2016

1/2016 Dates of publication of periodic reports in 2016

The Management Board of CPD S.A. (the Company) hereby announces the dates of publishing the periodic reports in 2016.

1. Annual report:

– Stand-alone annual report for year 2015 – 17 March 2016 (Thursday)

– Consolidated annual report for year 2015 – 17 March 2016 (Thursday)

2. Half-year report:

– Consolidated half-year report for the first half of the year 2015, containing half-year condensed financial statements – 25 August 2016 (Thursday)

3. Quarterly reports:

– Consolidated quarter report for the first quarter of 2016, containing quarter financial information – 12 May 2016 (Thursday)

– Consolidated quarter report for the third quarter of 2014, containing quarter financial information – 10 November 2016 (Thursday)

Additionally, the Management Board hereby announces that the Company will not publish:

The quarter report and consolidated quarter report for the fourth quarter of 2015 – with regard to the publication of the annual report on 17 March 2016 and on the basis of the article 102.1 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state (“The Decree”) (Journal of Laws from 2009 No 33 item 259 with subsequent amendments);

– The quarter report and consolidated quarter report for the second quarter of 2016, on the basis of article 101.2 of the Decree.

Legal basis:

Art. 103.1 with regard to art. 83.1 and 83.3 of theDecree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state (Journal of Laws from 2009 No 33 item 259 with subsequent amendments).

Signatures of the persons entitled to representation:

Elżbieta Donata Wiczkowska, President of the Management Board, 22 January 2016

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