Report of the Management Board of the Idmsa Brokerage House on the Activity of the Idmsa Brokerage House Capital Group for the First Half of 2010
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REPORT OF THE MANAGEMENT BOARD OF THE IDMSA BROKERAGE HOUSE ON THE ACTIVITY OF THE IDMSA BROKERAGE HOUSE CAPITAL GROUP FOR THE FIRST HALF OF 2010 MANAGEMENT BOARD OF THE IDMSA BROKERAGE HOUSE: Grzegorz Leszczyński – President of the Management Board Rafał Abratański – Vice-President of the Management Board WorldReginfo - b6c58f1e-babf-437c-88e7-97f73113ab92 Report of the Management Board of the IDMSA Brokerage House on the Activity of the IDMSA Brokerage House Capital Group for the first half of 2010 Translation from Polish – in the event of discrepancies the Polish language version shall prevail Legal basis: Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and the conditions for equal treatment of information required by law of a non-member state (hereinafter referred to as the „Regulation”). 1. Description of the organization of the capital group, with the indication of entities subject to consolidation 1.1 Entities subject to consolidation and forming the IDMSA BH Capital Group The consolidation as of 30 June 2010 covered all the subsidiaries forming the IDMSA Brokerage House Capital Group as of at the end of reporting period and affiliates of IDMSA Brokerage House, i.e. Geoclima Sp. z o.o., SprintAir S.A. and Przedsiębiorstwo Instalacji Przemysłowych „INSTAL- LUBLIN” S.A. The subsidiaries have been consolidated with the use of full method, whereas affiliates have been consolidated with the use of property rights method. Detailed rules of consolidation have been described in Section 2.7 of the Shortened consolidated financial report of IDMSA Brokerage House for the period from 1 January 2010 to 30 June 2010. 1.1.1 Parent Dom Maklerski IDM S.A. (hereinafter: IDMSA BH) with the registered office in Kraków, at Mały Rynek 7, 31-041 Kraków, entered into the Register of Entrepreneurs of the National Court Register KRS under the number 0000004483. Registering Court: the District Court for Kraków - Śródmieście in Kraków, XI Economic Division of the National Court Register KRS as Parent. Share capital of IDMSA BH amounts to PLN 21,817,685.60 and is divided into 218,176,856 (two hundred eighteen million one hundred seventy-six thousands eight hundred fifty-six) shares of the nominal value of PLN 0.10 each. As of 30 June 2010 the composition of the Management Board and Supervisory Board was as follows: Management Board . Grzegorz Leszczyński – President of the Management Board. Rafał Abratański – Vice President of the Management Board. As of the date of publication of the report the composition of the Management Board did not change. Supervisory Board As of 1 January 2010 the composition of the Supervisory Board was as follows: . Robert Tomaszewski – Chairman of the Supervisory Board, . Henryk Leszczyński – Vice Chairman of the Supervisory Board, . Antoni Abratański – Member of the Supervisory Board, . Jarosław Dziewa – Member of the Supervisory Board, . Artur Kozieja – Member of the Supervisory Board, . Władysław Bogucki – Member of the Supervisory Board. 2 WorldReginfo - b6c58f1e-babf-437c-88e7-97f73113ab92 Report of the Management Board of the IDMSA Brokerage House on the Activity of the IDMSA Brokerage House Capital Group for the first half of 2010 Translation from Polish – in the event of discrepancies the Polish language version shall prevail Mr Robert Tomaszewski presented the statement regarding the resignation from a post of the Member of Supervisory Board of IDMSA Brokerage House on 22 December 2009. The resignation regarding the abovementioned function was binding on 25 January 2010, i.e. from the day of the next General Meeting of the Company after presenting the abovementioned resignation. Professor Andrzej Szumański, Ph.D. was appointed as a member of the Supervisory Board of IDMSA BH by the General Meeting convened on 25 January 2010. Mr Artur Kozieja presented the statement regarding the resignation from a post of the Member of Supervisory Board of IDMSA BH on 3 March 2010. The resignation was the result of employment in a foreign financial institution. As of 30 June 2010 the composition of the Supervisory Board was as follows: . Henryk Leszczyński – Vice Chairman of the Supervisory Board, . Antoni Abratański – Member of the Supervisory Board, . Władysław Bogucki – Member of the Supervisory Board, . Jarosław Dziewa – Member of the Supervisory Board, . Andrzej Szumański – Member of the Supervisory Board. Jarosław Dziewa’s 3-year term of office has expired on 30 June. From the other side, the Ordinary General Meeting of IDMSA BH, convened on 24 June 2010 made a decision on adjournment until 22 July this year. The Ordinary General Meeting was recommenced on 22 July under resolutions no 2 and 3 on completion of the Supervisory Board, Mr Adam Szyszka and Mr Dariusz Maciejuk were chosen as member of the Supervisory Board. On account of the above, the composition of the Supervisory Board as of 22 July 2010 was as follows: . Henryk Leszczyński – Vice Chairman of the Supervisory Board, . Antoni Abratański – Member of the Supervisory Board, . Władysław Bogucki – Member of the Supervisory Board, . Andrzej Szumański – Member of the Supervisory Board, . Adam Szyszka – Member of the Supervisory Board, . Dariusz Maciejuk – Member of the Supervisory Board. As of the date of publication of the report the composition of the Management Board did not change. Proxies As of 30 June 2010 the proxies of IDMSA BH were as follows: . Jarosław Żołędowski – Proxy, . Piotr Derlatka – Proxy. Mr Jarosław Żołędowski resigned from a post of the proxy of IDMSA BH on 7 July 2010. The resignation was the result of the termination of the employment contract with IDMSA BH. Under resolution, the Management Board appointed Mr Łukasz Jagiełło as a proxy on 12 July 2010. As of 12 July 2010 the proxies of IDMSA BH were as follows: . Piotr Derlatka – Proxy, . Łukasz Jagiełło – Proxy. 3 WorldReginfo - b6c58f1e-babf-437c-88e7-97f73113ab92 Report of the Management Board of the IDMSA Brokerage House on the Activity of the IDMSA Brokerage House Capital Group for the first half of 2010 Translation from Polish – in the event of discrepancies the Polish language version shall prevail As of the date of publication of this report the abovementioned persons still acted as Proxies. 1.1.2 Subsidiaries – directly controlled by the IDMSA BH . Electus S.A. with the registered office in Lubin, at ul. Słowiańska 17, 59-300 Lubin, entered into the Register of Entrepreneurs of the National Court Register KRS under the number 0000156248, Registering Court: District Court for Wrocław – Fabryczna in Wrocław, VI Economic Division of the National Court Register KRS. IDMSA BH holds 9.609.160 (in words: nine million six hundred nine thousand one hundred sixty) bearer shares of the nominal value of PLN 0.10 (10/100) per share of the company Electus S.A., which constitutes 100% of shares in the share capital of the company Electus S.A. and the total number of votes at the General Meeting of Shareholders of the company Electus S.A. The composition of the Management Board and Supervisory Board as of 30 June 2010 was as follows: Management Board As of 1 January 2010 the composition of the Management Board was as follows: . Marek Falenta – President of the Management Board, . Wioleta Błochowiak – Vice President of the Management Board. Mr Marek Falenta presented the statement regarding the resignation from a post of the President of the Supervisory Board of Electus S.A. 1 April 2010. As of the date of presenting this report, Mr Marek Falenta continues the co-operation in the framework of Capital Group, supporting it with his long-standing experience and concentrating mostly on strategy and development. Mr Marek Falenta holds a post of the Advisor of the Management Board of Electus S.A. On account of the above, as of the date of publication of this report (30 June 2010) there was one- person Management Board: . Wioleta Błochowiak – Vice President of the Management Board. The Supervisory Board of the Company passed a regulation on the appointment of Mr Jacek Ryński as President of the Management Board of the Company on 28 June 2010. From 16 July 2010 the composition of the Management Board of Electus S.A. is as follows: . Jacek Ryński – President of the Management Board, . Wioleta Błochowiak – Vice President of the Management Board. As of the date of presentation of this report the composition of the Management Board did not change. Supervisory Bard From 1 January 2010 and until the date of approval of the financial report of the company for 2009 by the Ordinary General Meeting (on 30 June 2010), the composition of the Management Board 4 WorldReginfo - b6c58f1e-babf-437c-88e7-97f73113ab92 Report of the Management Board of the IDMSA Brokerage House on the Activity of the IDMSA Brokerage House Capital Group for the first half of 2010 Translation from Polish – in the event of discrepancies the Polish language version shall prevail was as follows: . Bartłomiej Wiązowski - Chairman of the Supervisory Board, . Rafał Abratański - Member of the Supervisory Board, . Grzegorz Leszczyński - Member of the Supervisory Board, . Jarosław Dziewa - Member of the Supervisory Board, . Waldemar Falenta - Member of the Supervisory Board, . Łukasz Jagiełło - Member of the Supervisory Board, . Tadeusz Duszyński - Member of the Supervisory Board, . Michał Aleksander Kornatowski - Member of the Supervisory Board, . Zdzisław Jan Piekarski - Member of the Supervisory Board. The term of office of the members of the Supervisory Board, Mr Jarosław Dziewa, Mr Bartłomiej Wiązowski and Mr Waldemar Falenta, has expired. Mr Waldemar Falenta was appointed again as a Member of the Supervisory Board on 1 July 2010. The General Meeting appointed Mr Grzegorz Leszczyński as a Chairman of the Supervisory Board. On account of the above, as of 1 July 2010 until the date of presentation of this report of the Management Board, the Supervisory Board consisted of 7 persons: .