Current Report No.: 42/2009
Date:
08.10.2009
List of the changes to the Articles of Association of Energomontaż-Południe S.A. included in the agenda of the Extraordinary Meeting of Shareholders to be held on 4th September 2009
With reference to current report no. 40/2009 published on 7th August 2009 and related to the convention of an Extraordinary Meeting of Shareholders for 4th September 2009, the Management Board of Energomontaż-Południe S.A. (the Company/the Issuer), acting pursuant to §38, paragraph 1, point 2 of the Ordinance of the Minister of Finance of 19th February 2009 on current and periodic information [...], taking into account the intended changes to the Articles of Association, hereby presents the previous and the proposed changes:
Previous wording of §6 of the Articles of Association:
"The Company's business involves:
- Construction site preparation (45.1).
- Demolition and wrecking of buildings; earth moving (45.11.Z).
- Test drilling and boring for geological and engineering purposes (45.12.Z).
- Civil engineering works/general construction of buildings (45.21.A).
- Civil engineering works/general construction of mining and manufacturing facilities (45.21.E).
- Erection of roof covering and frames (45.22.Z).
- Construction works: roads (45.23).
- Construction of water projects (45.24).
- Foundation works (45.25.B).
- Construction works involving erection of steel structures (45.25.C).
- Construction works: bricklaying (45.25.D).
- Electrical installation for buildings and structures (45.31.A).
- Other electrical installation (45.31.D).
- Central heating and ventilation systems (45.33.A).
- Water and sewerage systems (45.33.B).
- Gas systems (45.33.C).
- Other building installation (45.34.Z).
- Plastering (45.41.Z).
- Joinery installation (45.42.Z).
- Floor and wall covering (45.43.A).
- Painting and glazing (45.44).
- Painting (45.44.A)
- Glazing (45.44.B).
- Other building completion (45.45.Z).
- Technical testing and analysis (74.30.Z).
- Services involving installation, repair and maintenance of electrical equipment, not elsewhere classified (31.62.B).
- Services involving installation, repair and maintenance of other special purpose machinery (29.56.B).
- Renting of construction or demolition equipment with operator (45.50.Z).
- Wholesale of construction materials and sanitary equipment (51.53.B).
- Retail sale of fuels (50.50.Z).
- Insulation work (45.32.Z).
- Specialist construction work (45.25).
- Heat, water, ventilation and gas system installation (45.33).
- Electrical system installation (45.31).
- Building, urban and technological design activities (74.20.A).
- Manufacture of metal structures and parts of structures (28.11).
- Treatment and coating of metals (28.51.Z).
- Machining of metal elements (28.52.Z).
- Buying and selling of own real estate (70.12.Z).
- Renting of construction and civil engineering machinery and equipment (71.32.Z).
- Lending money outside the bank system (65.22.Z).
- Manufacture of prefabricated metal buildings, with the exclusion of services (28.11.A).
- Manufacture of metal structures, with the exclusion of services (28.11.B).
- Services involving metal structure installation (28.11.C).
- Manufacture of tanks, reservoirs and containers of metal (28.21.Z).
- Manufacture of heaters and central heating boilers (28.22.Z).
- Manufacture of steam generators (28.30.A)
- Services involving installation, repair and maintenance of steam generators, with the exclusion of hot-water central heating boilers (28.30.B).
- Services involving installation, repair and maintenance of engines and turbines, with the exclusion of aircraft, automotive and motorcycle engines (29.11.B).
- Services involving installation, repair and maintenance of general purpose machinery, not elsewhere classified (29.24.B).
- Erection of complete buildings and structures or their parts; land and water engineering (45.2).
- Civil engineering works/general construction of bridges (45.21.B).
- Scaffolding erection (45.25.A).
- Electrical signalling system installation (45.31.B).
- Labour recruitment and provision of personnel (74.50).
- Civil engineering works/general construction of engineering facilities, not elsewhere classified (45.21.F).
- Civil engineering works/general construction of transmission line structures: pipelines, power, traction and telecommunication lines (45.21.C).
- Construction works involving the assembly and erection of buildings and structures using prefabricated elements (45.21.G).
- Installing passenger and goods lifts and escalators (45.31.C).
- Floor and wall lining (45.43).
- Other wholesale (51.90.Z).
- Maintenance and repair of motor vehicles (50.20.A).
- Other commercial activities, not elsewhere classified (74.87.B).
- Distribution and sale of electrical energy (40.13.Z).
- Other short-stay accommodation, not elsewhere classified (55.23.Z).
- Other food services activities (55.30.B).
- Other retail sales performed outside the store network (52.63).
- Services involving installation, repair and maintenance of mining and construction machinery (29.52.B).
- Adult continuing education and other education, not elsewhere classified (80.42).
- Civil engineering works/general construction of distribution line structures: pipelines, power, traction and telecommunication lines (45.21.D).
- Financial intermediation, not elsewhere classified (65.23.Z).
- Hotels (55.10.Z).
- Real estate agencies (70.31.Z)."
New wording of §6 of the Articles of Association:
"The Company's business involves:
- Construction site preparation (43.12.Z).
- Demolition of construction facilities (43.11.Z).
- Test drilling and boring for geological and engineering purposes (43.13.Z).
- Construction of residential and non-residential buildings (41.20.Z).
- Construction of other civil engineering projects not elsewhere classified (42.99.Z).
- Roofing activities (43.91.Z).
- Other specialised construction activities not elsewhere classified (43.99.Z).
- Construction of roads and motorways (42.11.Z).
- Construction of railways and underground railways (42.12.Z).
- Construction of water projects (42.91.Z).
- Construction of transmission pipelines and distribution networks (42.21.Z).
- Electrical installation (43.21.Z).
- Plumbing, heat, gas and air conditioning installation (43.22.Z).
- Other construction installation (43.29.Z).
- Plastering (43.31.Z).
- Joinery installation (43.32.Z).
- Floor and wall covering (43.33.Z).
- Painting and glazing (43.34.Z).
- Other building completion and finishing (43.39.Z).
- Other technical testing and analysis (71.20.B).
- Repair and maintenance of electronic and optical equipment (33.13.Z).
- Repair and maintenance of electrical equipment (33.14.Z).
- Installation of industrial machinery and equipment (33.20.Z).
- Repair and maintenance of machinery (33.12.Z).
- Wholesale of wood, construction materials and sanitary equipment (46.73.Z).
- Retail sale of automotive fuel in specialised stores (47.30.Z).
- Architectural activities (71.11.Z).
- Engineering activities and related technical consultancy (71.12.Z).
- Manufacture of metal structures and parts of structures (25.11.Z).
- Repair and maintenance of fabricated metal products (33.11.Z).
- Treatment and coating of metals (25.61.Z).
- Machining of metal elements (25.62.Z).
- Buying and selling of own real estate (68.10.Z).
- Renting and leasing of construction and civil engineering machinery and equipment (77.32.Z).
- Renting and leasing of other machinery, equipment and tangible goods, not elsewhere classified (77.39.Z).
- Other credit granting (64.92.Z).
- Other financial service activities, except insurance and pension funding not elsewhere classified (64.99.Z).
- Cold forming or folding (24.33.Z).
- Manufacture of other tanks, reservoirs and containers of metal (25.29.Z).
- Manufacture of central heating radiators and boilers (25.21.Z).
- Manufacture of steam generators, except central heating hot water boilers (25.30.Z).
- Construction of bridges and tunnels (42.13.Z).
- Security systems service activities (80.20.Z).
- Activities of employment placement agencies (78.10.Z).
- Temporary employment agency activities (78.20.Z).
- Other human resources provision (78.30.Z).
- Construction of utility projects for electricity and telecommunications (42.22.Z).
- Construction of residential and non-residential buildings (41.20.Z).
- Non-specialised wholesale trade (46.90.Z).
- Maintenance and repair of motor vehicles, except motorcycles (45.20.Z).
- Sound recording and music publishing activities (59.20.Z).
- Other information service activities not elsewhere classified (63.99.Z).
- Specialised design activities (74.10.Z).
- Other professional, scientific and technical activities not elsewhere classified (74.90.Z).
- Distribution of electricity (35.13.Z).
- Trade of electricity (35.14.Z).
- Hotels and similar accommodation (55.10.Z).
- Holiday and other short-stay accommodation (55.20.Z).
- Other accommodation (55.90.Z).
- Restaurants and other stationary food activities (56.10.A).
- Mobile food service activities (56.10.B).
- Other retail sales not in stores, stalls or markets (47.99.Z).
- Technology (85.32.A)
- Other extracurricular education not elsewhere classified (85.59.B).
- Real estate agencies (68.31.Z)
- Manufacture of instruments and appliances for measuring, testing and navigation (26.51.Z).
- Repair and maintenance of other equipment (33.19.Z).
- Business and other management consultancy activities (70.22.Z).
- Retail sale of computers, peripheral units and software in specialised stores (47.41.Z).
- Retail sale of telecommunications equipment in specialised stores (47.42.Z).
- Retail sale of furniture, lighting equipment and other household articles in specialised stores (47.59.Z).
- Manufacture of ovens, furnaces and furnace burners (28.21.Z).
- Treatment and disposal of non-hazardous waste (38.21.Z).
- Treatment and disposal of hazardous waste (38.22.Z).
- Remediation activities and other waste management services (39.00.Z).
- Development of building projects (41.10.Z).
- Wholesale of metals and metal ores (46.72.Z).
- Freight transport by road (49.41.Z).
- Renting and operating of own or leased real estate (68.20.Z)."
Previous wording of §7 of the Articles of Association:
"The Company's share capital shall amount to PLN 48,390,000.00 (forty-eight million, three hundred ninety thousand zloty) and it shall be divided into 48,390,000.00 (forty-eight million, three hundred ninety thousand) ordinary bearer shares with a nominal value of 1 (one) zloty each share, of which 7,430,000 (seven million, four hundred thirty thousand) are A-series shares, 3,570,000 (three million, five hundred seventy thousand) are B-series shares, 33,000,000 (thirty-three million) are C-series shares, and 4,390,000 (four million, three hundred ninety thousand) are D-series ordinary bearer shares."
New wording of §7 of the Articles of Association:
- if the Issuer's Extraordinary General
Meeting of Shareholders adopts the resolution constituting item 5 of the
agenda:
"The Company's share capital shall amount to PLN 47,544,346 (forty-seven million, five hundred forty-four thousand, three hundred forty-six zloty) and it shall be divided into 47,544,346 (forty-seven million, five hundred forty-four thousand, three hundred forty-six) ordinary bearer shares with a nominal value of 1 (one) zloty each share, of which 6,584,346 (six million, five hundred eighty-four thousand, three hundred forty-six) are A-series shares, 3,570,000 (three million, five hundred seventy thousand) are B-series shares, 33,000,000 (thirty-three million) are C-series shares, and 4,390,000 (four million, three hundred ninety thousand) are D-series ordinary bearer shares." - if the Issuer's Extraordinary General
Meeting of Shareholders adopts the resolution constituting item 7 of the
agenda, §7 of the Articles of Association of Energomontaż-Południe S.A.
will be changed: the provisions of §7 will become paragraph 1 of the same
section, and the following will be added as paragraph 2:
"2. The Company's conditional share capital shall amount to no more than PLN .................... (in words:.................... zloty) and it shall be divided into no more than
a) .................... (in words: ....................) E-series ordinary bearer shares with the nominal value of 1 (one) zloty each share; the purpose of the conditional capital increase is to grant the right to take up E-series shares to the holders of A-series subscription warrants issued by the Company pursuant to resolution No. ... of the Extraordinary General Meeting of Shareholders dated 4 September 2009." - if the Issuer's Extraordinary General
Meeting of Shareholders adopts the resolution constituting item 8 of the
agenda, §7 of the Articles of Association of Energomontaż-Południe S.A.
will be changed: the provisions of §7 will become paragraph 1 of the same
section, and the following will be added as paragraph 2:
"2. The Company's conditional share capital shall amount to no more than PLN 12,097,500.00 (twelve million, ninety-seven thousand five hundred zloty) and it shall be divided into no more than:
a) 12,097,500 (twelve million, ninety-seven thousand, five hundred) F-series ordinary bearer shares with the nominal value of 1 (one) zloty each share; the purpose of the conditional capital increase is to grant the right to take up F-series shares to the holders of B-series subscription warrants issued by the Company pursuant to resolution No. ... of the Extraordinary General Meeting of Shareholders dated 4 September 2009." - if the Issuer's Extraordinary General
Meeting of Shareholders adopts the resolution constituting item 9 of the
agenda:
"The Company's share capital shall amount to no more than PLN .... (....) and it shall be divided into no more than ... (...) ordinary bearer shares with a nominal value of 1 (one) zloty each share, of which 7,430,000 (seven million, four hundred thirty thousand) are A-series shares, 3,570,000 (three million, five hundred seventy thousand) are B-series shares, 33,000,000 (thirty-three million) are C-series shares, 4,390,000 (four million, three hundred ninety thousand) are D-series shares, and no more than 12,097,500 (twelve million, ninety-seven thousand, five hundred) are F-series ordinary bearer shares.
SIGNATURES OF THE PERSONS REPRESENTING THE COMPANY
| Andrzej Hołda | President of the Management Board |
| Alina Sowa | Vice-President of the Management Board |
Legal grounds: article 56, paragraph 1, point 2 of the Act on offer - current and periodic information
Attachment:
| Current Report No. 42/2009 |  0,07 MB |
