ATREM S.A.

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  • Report 12-2012 Resolutions adopted by the Ordinary Shareholders Meeting of Atrem SA

    2012-05-17
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    The board of Atrem SA (The Issuer) is giving in the attachment text of the resolutions adopted at the Ordinary General Meeting of Shareholders on April 20, 2012, convened at 12:00 am, at the head office of the Company.

    The legal basis of this report is to § 38 sec. 1 point 7 of the Minister of Finance dated 19 February 2009 on

    current and periodic information disclosed by issuers of securities and the recognition of equivalent information

    required by the laws of a non (Journal of Laws of 2009 No. 33. 259 .)

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  • Report 10-2012 Resolutions drafts

    2012-03-23
    DOWNLOAD: Report 10-2012 Resolutions drafts
    DOWNLOAD: Resolutions drafts
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    The Management Board of ATREM Spółka Akcyjna publishes the draft resolutions to be dealt by the Ordinary General Meeting of Shareholders of Atrem Spółka Akcyjna convened on 20 April 2012.

     

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  • Report 9-2012 Convening the General Meeting of Shareholders

    2012-03-23
    DOWNLOAD: Report 9-2012 Convening the General Meeting of Shareholders
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    Acting pursuant to Art. 399.1 of the Commercial Companies Code and Par. 16 of the

    Company’s Articles of Association, the Management Board of ATREM Spółka Akcyjna hereby convenes an

    General Shareholders Meeting of ATREM S.A. under Art. 4021.1 and 4022 of the Commercial Companies Code, to be held on April 22, 2012 at 12.00, at the registered office of the Company at ul. Czołgowa 4 in Złotniki, Poland.

     

    Agenda for the Meeting:

    1st Opening of the General Meeting of Shareholders

    2nd Election of the Chairman of General Meeting of Shareholders

    3rd Validation of convening the General Meeting of Shareholders and its ability to adopt resolutions.

    4th Presentation of the agenda.

    5th The choice of the Scrutiny Committee.

    6th Presentation by the Executive Board: ATREM SA financial statements for the fiscal year 2011, the Board's

    report on the activities of ATREM SA in the fiscal year 2011, the consolidated financial statements of the

    Group ATREM for the year 2011, a report on the activities of the Group ATREM in the financial year 2011 and

    the proposal on the distribution of profits made by ATREM SA for the year 2011.

    7th Presentation by the Supervisory Board of a concise assessment of the situation ATREM SA and report the results of the evaluation: financial statements ATREM SA for the year 2011, the Board's report on the activities of ATREM SA in the fiscal year 2011, the consolidated financial statements of the Group ATREM for the year 2011, a report on the activities of the Group ATREM in the financial year 2011 and the proposal of the Management Board on distribution of profit made by ATREM SA for the year 2011.

    8th Consideration of reports submitted.

    9th Adoption of a resolution for consideration and approval of the Board's report on the activities of ATREM

    SA in the fiscal year 2011.

    10th Adoption of a resolution for consideration and approval of financial statements ATREM SA for the year

    2011.

    11th Adoption of a resolution for consideration and approval of a report on the activities of the Group

    ATREM in the fiscal year 2011.

    12th Adoption of a resolution for consideration and approval of the consolidated financial statements of the

    Group ATREM for the year 2011.

    13th Adoption of a resolution on the distribution of profit ATREM SA for the year 2011.

    14th Adoption of a resolution granting the Board members discharge their duties in the fiscal year 2011.

    15th Adoption of a resolution granting a Supervisory Board members discharge their duties in the financial year

    2011.

    16th Closing of the General Meeting of Shareholders

     

    Shareholder’s request certain items to be included in the agenda of the General Meeting

     

    A shareholder or shareholders representing at least 1/20 of the Company’s share capital, may request certain items to be included in the Meeting’s agenda. Shareholder’s or shareholders’ request should be submitted to the Company’s Management Board not later than 21 days before the appointed date of the General Meeting. The request should include justification or draft resolution referring to the proposed item of the agenda. To the request should be enclosed documents confirming the right to make such a request. The request can be submitted in a written or electronic form using the form available at the following address: http://www.atrem.pl  

    Shareholder’s right to submit draft resolution concerning the agenda items of the General Meeting or the items to be included in the agenda prior to the date of the General Meeting:

    A shareholder or shareholders representing at least 1/20 of the Company’s share capital may, prior to the date of the General Shareholders Meeting, submit to the Company in writing or in the electronic form using the form available at an address: http://www.atrem.pl draft resolutions concerning items which have been or are to be entered on the agenda of the General  Meeting. To the request should be enclosed documents confirming the right to make such a request. Company shall immediately publish such drafts on company’s website .

    Shareholder’s right to submit draft resolution concerning items entered on the agenda during the General Meeting of Shareholders:

    Every shareholder may in the course of the General Meeting of Shareholders submit draft resolutions concerning the items put on the agenda of the  Meeting of Shareholders.

     

    Manner of exercising voting rights by Proxy:


    Shareholders who are natural persons may participate in the General Meeting of Shareholders and exercise their voting rights in person or by proxy. Shareholder who are not natural persons may participate in the  General Meeting of Shareholders and exercise their voting rights through person authorised to make declarations of will on his behalf or by proxy. A proxy exercises all the Shareholder's rights at the General Meeting of Shareholders, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent more than one Shareholder and vote the shares of each Shareholder in a different manner. Shareholders whose shares are registered in more than one securities account may appoint separate proxies to exercise their voting rights attached to shares registered in each of the accounts.

    A power of proxy to participate in the General Meeting of Shareholders and to exercise voting rights must be granted in writing or in electronic form using the forms available at the address: http://www.atrem.pl

    Granting a Power of Proxy to participate and exercise the voting rights should be submitted on the day the General Meeting of Shareholders is to be hold at the latest. Granting a Power of proxy in electronic form should be notified to the Company by electronic means of communication, in a message sent to the address: wza@atrem.pl, making every effort to ensure the effective verification of the document’s validity. For this purpose the power of proxy sent in electronic form to the Company should be scanned to the PDF format. A notification of granting a power of proxy should include precise identification of the proxy and the principal (first name, surname, ID card/passport number, and place of residence - in the case of natural persons; or name, registered address, number in the National Court Register (KRS) or other commercial register, registry court or other registration authority, and Taxpayer's Identification Number (NIP) - in the case of legal, and also telephone numbers and e – mail addresses both natural and legal persons). A notification of granting a power of proxy should also specify its scope i.e. the number of shares on which the right to vote is to be exercised, and the date of the General Meeting of Shareholders during which the rights are to be exercised.

    The company shall take appropriate actions aimed at identifying the shareholder and the proxy in order to verification of the document’s validity granted in electronic or telephone form. Such verification may consist particularly in feedback request addressed to the shareholder or to the proxy in order to confirm the granting a power of proxy and its scope. The Company reserves that in such case the lack of reply to any questions asked for verification purposes  shall be treated as inability to verify the granting the power of proxy and its scope, and it will constitute a basis to refuse the proxy admission to the General Meeting of Shareholders.

    The right to represent the shareholder that is legal person should result from demonstrated excerpt from the relevant register (original or copy certified as true by a Notary Public) when the attendance list is being prepared, alternatively from the chain of powers of proxy along with the  excerpts from the relevant registers  (original or copy certified as true by a Notary Public).

    A person (persons) granting the Power of Proxy on behalf of the shareholder that is the legal person, should be revealed in the current excerpt from the relevant register where the given shareholder is entered.

    A member of the Management Board and the company’s employee may be the proxies of the shareholders at the General Meeting of Shareholders.

    If the proxy at the General Meeting of Shareholders is a member of the Management Board, member of the Supervisory Board, official receiver, the Company’s employee or member of subsidiary’s (or subsidiary cooperative’s) authorities or subsidiary’s (or subsidiary cooperative’s) employee, the proxy may authorize for representation only at one Meeting General of Shareholders. The proxy is obliged to reveal to the shareholders all the circumstances indicating the existing conflict of interest of the possibility of its occurrence. Granting a further Power of Proxy is excluded. The proxy votes in accordance with the instructions provided by the shareholder.

     

    The electronic communication between the shareholders and the Company is carried out using the e – mail address: wza@atrem.pl.

     

    Possibility and manner of participating in the General Meeting of Shareholders using the electronic means of communication:

    The company does not allow participating in the General Meeting of Shareholders using the electronic means of communication.

     

    Manner of taking floor in course of the General Meeting of Shareholders using the electronic means of Communications:

    The company does not allow taking the floor in course of the General Meeting of Shareholders using the electronic means of communication.

     

    Manner of exercising the voting right by postal ballot

    The company does not allow voting by postal ballot or using the electronic means of communication.

     

    The record date for participation in the General Meeting of Shareholders:

    The record date for participation in the Meeting of Shareholders is April 4,2012, hereinafter called the Record Date.

    Information on the right to attend in the General Meeting of Shareholders :

    The right to attend the General Meeting of Shareholders have only persons holding Company shares on the Record Date i.e. April 4,2012,

    In order to exercise the voting right, the entitled holders of bearer shares in book-entry form should request the entity maintaining their securities accounts – not earlier than after the notice of the General Meeting of Shareholders is published, i.e. not earlier than March 23, 2012, and not later than on the first business day after the Record Date, i.e. not later than April 5, 2012 – to issue a personal certificate confirming their right to participate in the General Meeting of Shareholders.

    The list of entitled holders of bearer shares to attend the General Meeting of Shareholders, the Company establishes on the basis of the register prepared by entity operating the depository for securities, pursuant to the relevant regulations on trading in financial instruments. The entity operating the depository for securities prepares the register on the basis of the lists handed not later than twelve days prior to the date of the General Meeting of Shareholders by the entities entitled pursuant to the relevant regulations on trading in financial instruments. The basis for preparation the lists handed to the entity operating the depository for securities are issued certificates concerning the right to attend the General Meeting of Shareholders of the Company.

     

    The entitled holders of registered shares and provisional certificates, as well as pled gees and sers who are entitled to exercise the voting right, may attend the General Meeting of Shareholders, if they are they are entered into the share register on the Record Date, i.e. April 4,2012.

    The list of Shareholders entitled to attend the General Meeting of Shareholders will be on display at the Company's registered office at Czołgowa 4, 62-002 Suchy Las, for three business days prior to the date of the General Meeting of Shareholders, i.e. from April 17, 2012 to April 19,2012.

    A shareholder may request that the list of shareholders entitled to attend the  Meeting of Shareholders to be delivered to him/her free of charge via electronic mail, by providing an his/her own e-mail address to which the list should be delivered.

    Persons entitled attend the General Meeting of Shareholders are asked to register and take the voting papers directly in front of the conference room, one hour prior to the opening of the  General Meeting of Shareholders.

    Access to the information concerning the General Meeting of Shareholders:


    The full texts of documents to be presented to the General Meeting of Shareholders, is available at the website http://www.atrem.pl as from the day of convening the Meeting of Shareholders pursuant to Art. 4023 of the Code of Commercial Companies.

    The draft resolution are available at the website http://www.atrem.pl

    Comments of the Company’s Management Board or the Supervisory Board on items which have been or are to be entered on the agenda of the General Meeting of Shareholders prior to the date of the Meeting of Shareholders will be available at the Company’s website immediately after their preparation.

    Information concerning General Meeting of Shareholders is available at the website http://www.atrem.pl

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  • Report 7-2012 Information on transactions in Atrem SA securities effected in 2011 by obliged persons (below EUR 5000

    2012-01-30
    DOWNLOAD: Report 7-2012 Information on transactions in Atrem SA securities effected in 2011 by obliged persons (below EUR 5000
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    The Board of Directors of Atrem S.A. hereby informs that on January 30, 2012 received the statements made by

    persons obliged, listing transactions in securities of ATREM S.A. made in 2011. All transactions included the

    acquisition of shares as the result of the Incentive Program.

     

    Acquisition on 10 August 2011 series B shares of the ATREM SA allocated under the

    Incentive Program, at a cost 0,50 zł (in words: zero zł 50/100) per share

    1. have done four person, members of the Company's Board the amount of:

    a. 13.000 (thirteen thousand) ordinary bearer shares;

    b 12.000 (twelve thousand) ordinary bearer shares;

    c. 7.000 (seven thousand) ordinary bearer shares;

    d. 4.700 (four thousand seven hundred) ordinary bearer shares;

    2. have done one person - the Proxy, the amount of:

    2000 (two thousand) ordinary bearer shares;

    3. have done two person  having access to confidential information in an amount of:

    a.  1300 (one thousand three hundred) ordinary bearer shares.

    b. 700 (seven hundred) ordinary bearer shares.

     

    Transaction made by obliged persons, converted using average exchange rate announced by the NBP at the date the

    transaction does not exceed EUR 5000

     

    The legal basis of the present report is Article 160 of the Trading in Financial Instruments Act

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  • Report 6-2012 Changing the terms of the significant agreements

    2012-01-30
    DOWNLOAD: Report 6-2012 Changing the terms of the significant agreement...
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    The board of Atrem SA (The Issuer) informs that on January 30, 2012 was signed an amendment to the agreement concluded on 29 December 2009, between the Issuer and the Association of Insurance and Reinsurance Allianz Poland SA for contractual guarantees within the revolving limit.

    Parties agreed to establish a new termination date at January 31, 2013.

    Other provisions of the Agreement remain unchanged.

    Issuer of the conclusion of the Agreement in Current Report No. 82/2009 and No. 64-2010.

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  • Report 5-2012 Changing the terms of the significant agreements

    2012-01-24
    DOWNLOAD: Report 5-2012 Changing the terms of the significant agreements
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    The Board of Atrem S.A. announces that on January 23, 2012 was signed an amendment to the agreement concluded on 5 November 2008 between Issuer and its subsidiary Contrast Ltd. and Bank Zachodni WBK SA concerning  the award of an overdraft facility.

     

    Parties agreed to establish day debt of 31 January 2013.

     

    Other provisions of the credit agreement and the addendum does not deviate from market conditions generally

    applied for this type of agreement.

     

    The Issuer announced the conclusion of the credit agreement in Appendix No. 27 to the prospectus, available at http://www.atrem.pl/files/Aneks27.pdf and in Current Report No. 62/2009, 22/2010 and No. 60/2010.

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  • Report 4-2012 Selection of Issuer’s subsidiary’s offer

    2012-01-19
    DOWNLOAD: Report 4-2012 Selection of Issuer’s subsidiary’s offer
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    Management Board of Atrem SA (The Issuer) announces that on January 18, 2012 the Issuer was notified about the selection of a tender Atrem S.A. (Contractor) by the Employer: Powiśle Park Sp. z o. o. seated in Warsaw in the selection procedure Subcontractors and trigeneration System Operator under the task entitled: "Building the Team Office and Service and Residential in Warsaw, Kruczkowskiego street."

     

    Value of the offer is 9.267.000,00 zł  net.

    The contract will be signed by the Issuer with the General Contractor selected by the Employer in separate proceedings.
    The Issuer shall immediately inform a separate report about signing a contract with the General Contractor, specifying the specific responsibilities of the Contractor.

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  • Report 3-2012 Signing a significant agreement

    2012-01-19
    DOWNLOAD: Report 3-2012 Signing a significant agreement
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    Board ATREM S.A. announces that on January 17, 2012 conceived the information that companies of Atrem Capital Group in the period from August 24, 2011 to January 17, 2012, concluded with the companies belonging to the PBG Group contracts for a total estimated value of 7.511.316,54 PLN net.

               
    The highest-value is the agreement signed by subsidiary of the Issuer - Contrast sp. z o. o.  . (Contractor) on January 17, 2012 with Hydrobudowa Polska S.A. seated in Wysogotowo. The

    subject of the contract is: “Complementary works of adaptation and reconstruction of the space the Municipal Stadium in Poznan, commercial spaces of functions, and catering services for electrical installations and temporary transformer station for the UEFA Club along with the power line, under the task entitled: "Execution of works complementary expansion of the Municipal Stadium in Poznan, ul. Bulgarian 17 for Euro 2012. "

     

    Due date of the contract was set to 20 March 2012.


    For performing the work for the implementation of the agreement Contrast Sp. z o. o. receive a fee of 3.921.759,61 PLN.

     

    Contractor warrants for a period of 36 months from the date of receiving task by the Investor- "Euro Poznan 2012" Sp. z o. o. Poznan, which is scheduled for 30 March 2012.

     

    Contractor shall pay liquidated damages of the following titles::
    a) in the event of cancellation of the Agreement for reasons attributable to the Contractor - 10% of the total value of gross salary;
    b) for each day of delay in completion of works worth 0.1% of gross salary;
    c) for untimely removal of defects and faults found upon receipt or within the warranty period - 0.1% of total gross wages for each day of delay in relation to the period within which would be the removal of defects,
    d) In the case of non-compliance with safety and fire regulations and for neglect of duty specified in the Agreement, after unsuccessfully written request to cease breaches - 0.005% of gross contractual salary.

     

    The Purchaser shall pay the Contractor the following penalties:
    in case of withdrawal from the Agreement for reasons attributable to the Employer - ¬ 10% of the total value of gross salary.


    Parties shall be entitled to claim damages under the general in excess of the value of the reserved contractual penalties.

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  • Report 2-2012 Dates of periodical report release in 2012 by Atrem S.A.

    2012-01-19
    DOWNLOAD: Report 2-2012 Dates of periodical report release in 2012 by Atrem S.A.
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    The Board of ATREM S.A. hereby presents the fixed dates of publication of periodical reports in 2010:

    a) extended consolidated quarterly reports for the:

    - 1st quarter of 2012 – May 15, 2012

    - 3rd quarter of 2012 – November 14, 2012

    b) semi-annual reports

    - report for the first half of 2012 - 31 August 2012

    - consolidated report for the first half of 2012 - 31 August 2012

    c) annual report for 2011 – March 20, 2012

    d) consolidated annual report for 2011 – March 20, 2012

    Following the regulations of § 83 sec 1 of the Minister of Finance Directive of 19 February 2009, the Issuer

    will not submit separate quarterly reports.

    Following the regulations of § 101 sec. 2 of the Minister of Finance Directive of 19 February 2009 the Issuer

    informs that it will not submit consolidated report for 2nd quarter 2011; as well following § 102 sec. 1 the Issuer

    informs that it will not submit consolidated report for 4th quarter 2010

    Legal Basis: § 103 sec. 1 of the Minister of Finance Directive of 19 February 2009 concerning current and

    periodical reports submitted by issuers and conditions for acknowledgement of same information required by

    law of a non-member-state country (Dz. U. No 33 item 259).

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  • Report 1-2012 Signing a significant agreement

    2012-01-05
    DOWNLOAD: Report 1-2012 Signing a significant agreement
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    Board ATREM S.A. announces that on January 4, 2012 conceived the information that companies of Atrem Capital Group in the period from December 7, 2011 to January 4, 2012, concluded with the companies belonging to the PGNiG Group contracts for a total estimated value of 7.200.615,00 PLN net.

               
    The highest-value is the agreement signed by Atrem S.A. (Contractor) on January 4, 2012 with Polskie Górnictwo Naftowe i Gazownictwo S.A. seated in Warsaw, Branch in Sanok (Employer). The subject of the contract is: “Buildings chromatographs and hygrometers for mines Łańcut OK, OK Przemysl, Tarnow OK, OK Ustrzyki "and "Installation of gas quality analyzers points metering and billing of gas from KSG."

     

    Due date of the contract was set to January 4, 2012.


    For performing the work for the implementation of the agreement Atrem S.A. receive a fee of 5.770.000,00 PLN net.

     

    Contractor warrants for a period of 36 months.

     

    Contractor shall pay liquidated damages of the following titles::
    1) In case of delay in completion of all technical documentation of registration - 0.05% of net salary for each day of delay;
    2) for the delay in the performance of the contract during the first two weeks of delay- 0.05% of net salary for each day of delay;
    3) for the delay in the performance of the contract if the delay exceeds two weeks - 0.1% of net salary contract for each day of delay;
    4) for the delay in the accession to the removal of defects warranty, a delay in the removal of the defects found during the acceptance or discovered within the warranty period of quality - 0.05% net salary for each day of delay;
    5) for the cancellation or termination by the Employer of the reasons for which the Contractor is responsible - at 10% of net salary contract.

     

    The Purchaser shall pay the Contractor a penalty for cancellation or termination by the Contractor for reasons attributable to the Purchaser in the amount of 10% of net salary contract.


    Parties shall be entitled to claim damages under the general in excess of the value of the reserved contractual penalties.

     


    Contractor shall make the proper performance guarantee in the amount of 3% of salary.


    Agreements concluded by the Group members Atrem with companies including PGNiG Group meet the criterion of significant agreement, as their total value exceeds on aggregate 10% of the equity of the Issuer.

     

    The legal basis of this report is to: § 5. 1 pt. 3 in conjunction. of § 2. 2 of the Decree of the Minister of Finance dated 19 February 2009 on current and periodic information disclosed by issuers of securities and the conditions for recognition as equivalent to the information required by the laws of a non (Journal of Laws of 2009 No. 33. 259).

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Agencja interaktywna WMC
Atrem S.A., ul. Czołgowa 4, Złotniki
62-002 Suchy Las
tel.: +48 61 640 67 00
fax: +48 61 640 67 25
mail:
www: www.atrem.pl
NIP: 777 24 28 084
nr KRS: 0000295677
Warsaw office:
00 - 684 Warszawa
ul. Wspólna 50 a lok. 39
tel/fax: +48 22 622 51 24
Regional Court In Poznań - Nowe Miasto and Wilda, VIII Economic Department of National Court Register
Enterprise Registration Document: 0000295677
Amount of Initial capital 4.615.039,50 zł - paid up