English brief

Change of company's name

On 25 January 2013 name of our Company was changed from QUMAK-SEKOM S.A. to Qumak S.A. The change of name and logotype is a part of our new development strategy the implementation of which will take place in 2013- 2016. Please use the new name of the Company in correspondence and accounting documentation. All other data, such as: NIP- Tax Identification Number, REGON- the National Economy Register, National Court Register, legal frame, seat's address, the level of capital, telephone numbers and bank accounts numbers, remain unchanged.

Contact

Headquarters

Aleje Jerozolimskie 94
PL 00-807 Warszawa
tel.+48 22 519 08 00
fax+48 22 519 08 33

Cracow Branch

ul. Kobierzyńska 2
PL 30-363 Kraków
tel.+48 12 254 58 00
fax+48 12 254 58 01

Branch in Bielsko Biała

ul. 11 Listopada 60/62
PL 43-300 Bielsko-Biała
tel.+48 33 816 02 06
fax+48 33 816 02 05

Branch in Gdańsk

ul. Trzy Lipy 3 Budynek C
PL 80-172 Gdańsk
tel.+48 58 746 39 41
fax+48 58 746 39 42

Qumak S.A.

Aleje Jerozolimskie 94
PL 00-807 Warszawa
Tax Id No.524 01 07 036
KRS0000019455
Warsaw District Court, XII Economic KRS Division
Paid-up share capital 10 375 082 zł
Bank accounts
PL03 1600 1013 0002 0013 0130 2001
USD45 1600 1013 0002 0013 0130 2021
EUR93 1600 1013 0002 0013 0130 2030

Contact for investors

Monika Ponarad
Director of Management Office of the Company
tel.+48 22 519 08 05
monika.ponarad@qumak.pl

Contact for press

Dorota Ryś
Press Office
dorota.rys@qumak.pl

Service Department

service request

About company

We are a Polish IT and technology company. We design, implement and maintain innovative solutions, which are often of key importance to our clients. We have many years of experience, qualified staff and a wide group of experts. Our partners are worldwide leaders. Combining pure IT skills with rich experience in technology and infrastructure, we have a unique potential in the Polish market for implementing comprehensive projects. The key word of our offer, "turnkey", can be treated literally.

In today's form, the company has operated since 2002, following a merger of two leading Polish integration companies with their longstanding or even pioneering tradition: Qumak International and Sekom. Since the year 2006, the company has been listed on the Warsaw Stock Exchange under the name Qumak-Sekom. As a result of a growth strategy, developed and adopted in 2012, the company consolidates and refreshes its brand. The result of this action will be a shorter name and the use of a new logo based on the first element of the existing company name.

We take into account the social, environmental and ethical aspects of business. Business is also a commitment to all the people we meet every day. We respect our values in dealing with clients, suppliers, shareholders, employees and competitors. We share the responsibility for achieving the objectives that our clients want to achieve by working with us. We always play fair. Such slogans as the environment and ecology, empathy and help, developing talent, truth and openness are not slogans. These are our values.

THE FUTURE IS TECHNOLOGY

Stock rate
On 3 August 2006, Qumak (formely Qumak - Sekom) debuted on the Warsaw Stock Exchange, joining an elite group of companies. Full quotation, analysis and archival data are now available for our shareholders and the public in order to track and analyse the company's progress on the Warsaw Stock Exchange.
Shareholder structure

Paid-up share capital of the Company is 10.375.082,00 PLN and divides into 10.375.082 ordinary bearer shares.

Series of shares Type of shares Number of shares Date of registration
A bearer shares 1 500 000 23.12.1997
B bearer shares 207 548 04.05.1998
C bearer shares 500 000 04.05.1998
D bearer shares 1 850 000 05.10.1998
E bearer shares 450 000 19.07.1999
F bearer shares 1 000 000 04.05.1998
H bearer shares 1 376 887 30.12.2002
PP01 bearer shares 31 160 23.11.2005
PZ01 bearer shares 134 487 23.11.2005
I bearer shares 2 500 000 04.08.2006
J bearer shares 25 000 04.08.2006
K bearer shares 300 000 14.11.2006
K bearer shares 250 000 09.10.2007
K bearer shares 250 000 31.10.2008
Number of shares: 10 375 082  
Selected Financial Data

Selected financial results (in PLN thds)


2011

2010

2009

2008

2007

2006
Revenues

384 394 329 141 293 448 253 741 208 848 163 119
EBITDA

19 459 17 316 18 382 19 666 11 911 7477
Operating profit

16 787 14 838 16 101 17 322 10 081 5823
Net profit

13 268 13 231 14 310 14 122 8391 4732
Number of shares (at the end of year)

10 375 082 10 375 082 10 375 082 10 375 082 10 125 082 9 875 082

Selected profitability ratios (in %)

EBITDA profitability

5.06 5.26 6.26 7.80 5.70 4.60
Operating profit profitability

4.4 4.5 5.5 6.8 4.8 3.6
Net profitability

3.4 4.0 4.9 5.6 4.0 2.9
Equity profitability ROE

16.3 16.3 18.2 20.8 15.0 10.0
Assets profitability ROA

6.1 7.7 9.8 9.8 8.1 6.0

Selected financial structure ratios

Total indebtedness ratio

0.61 0.52 0.41 0.49 0.44 0.40
Equity to assets ratio 5.60 5.45 6.05 5.04 6.22 7.50
Interim reports

Quarterly reports 2012 r.

PDF14.02.2013 - 2012 Quarterly report Q IV 2012 r.
PDF07.11.2012 - 2012 Quarterly report Q III 2012 r.
PDF09.05.2012 - 2012 Quarterly report Q I 2012 r.

Quarterly reports 2011 r.

PDF15.02.2012 - 2011 Quarterly report Q IV 2011 r.
PDF03.11.2011 - 2011 Quarterly report Q III 2011 r.
PDF10.05.2011 - 2011 Quarterly report Q I 2011 r.

Quarterly reports 2010 r.

PDF15.02.2011 - 2010 Quarterly report Q IV 2010 r.
PDF03.11.2010 - 2010 Quarterly report Q III 2010 r.
PDF05.05.2010 - 2010 Quarterly report Q I 2010 r.

Quarterly reports 2009 r.

PDF15.02.2010 - 2009 Quarterly report Q IV 2009 r.
PDF03.11.2009 - 2009 Quarterly report Q III 2009 r.
PDF05.05.2009 - 2009 Quarterly report Q I 2009 r.

Quarterly reports 2008 r.

PDF11.02.2009 - 2008 Quarterly report Q IV 2008 r.

30.08.2012 - 2012 Semi-annual report Qumak-Sekom S.A. H - 1 2012 r.

PDFSemi-Annual Report - H1 2012
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFManagement Board statement concerning entity authorized to audit the financial statements
PDFReport of the independent expert auditor

31.08.2011 - 2011 Semi-annual report Qumak-Sekom S.A. H - 1 2011 r.

PDFSemi-Annual Report - H1 2011
PDFManagement Board statement concerning reliability of annual financial report praparation
PDFManagement Board statement concerning entity authorized to audit the financial statements
PDFReport of the independent expert auditor

31.08.2010 - 2010 Semi-annual report Qumak-Sekom S.A. H - 1 2010 r.

PDFSemi-Annual Report - H1 2010
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFReport of the independent expert auditor

31.08.2009 - 2009 Semi-annual report Qumak-Sekom S.A. H - 1 2009 r.

PDFSemi-annual financial statement - H1 2009
PDFAdditional information to the financial statement H1 2009
PDFManagement Board business report - H1 2009
PDFManagement Board statement concerning reliability of annual financial report preparation - H1 2009
PDFManagement Board statement concerning entity authorized to audit the financial statements

26.04.2012 - 2011 Annual report Qumak-Sekom S.A. 2011 r.

PDFAnnual financial statement - 2011
PDFThe independent expert auditor's opinion
PDFFinancial statement investigation - Complementary report
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFManagement Board statement concerning entity authorized to audit the financial statements
PDFLetter of Qumak-Sekom SAPresident of the Board
PDFManagement Board business report - 2011
PDFStatement concerning Qumak-Sekom compliance with the corporate governance rules in 2011

27.04.2011 - 2010 Annual report Qumak-Sekom S.A. 2010 r.

PDFAnnual financial statement - 2010
PDFThe independent expert auditor's opinion
PDFFinancial statement investigation - Complementary report
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFManagement Board statement concerning entity authorized to audit the financial statements
PDFLetter of Qumak-Sekom SAPresident of the Board
PDFManagement Board business report - 2010
PDFStatement concerning Qumak-Sekom compliance with the corporate governance rules in 2010

26.04.2010 - 2009 Annual report Qumak-Sekom S.A. 2009 r.

PDFAnnual financial statement - 2009
PDFThe independent expert auditor's opinion
PDFFinancial statement investigation - Complementary report
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFManagement Board statement concerning entity authorized to audit the financial statements
PDFLetter of Qumak-Sekom SAPresident of the Board
PDFManagement Board business report - 2009
PDFStatement concerning Qumak-Sekom compliance with the corporate governance rules in 2009

24.04.2009 - 2008 Annual report Qumak-Sekom S.A. 2008 r.

PDFAnnual financial statement 2008
PDFThe independent expert auditor's opinion
PDFFinancial statement investigation - Complementary report
PDFManagement Board statement concerning reliability of annual financial report preparation
PDFLetter of Qumak-Sekom SAPresident of the Board
PDFManagement Board business report - 2008
PDFStatement concerning Qumak-Sekom compliance with the corporate governance rules in 2008

Current reports

Recommendation concerning payment of dividend – Management Board of Qumak S.A. resolution

Management Board of Qumak S.A. (hereafter referred to as the “Issuer”) informs that on 24 April 2013 adopted a resolution on the subject of applying to the Ordinary General Meeting with a motion of division of profit for 2012 in the amount of 10,389,007.93 PLN and payment of dividend. According to the adopted resolution the Management recommends to pay a dividend to Company's shareholders in the amount of 14,525,114.80 PLN, that is 1.40 PLN per one share. Dividend will be paid from gathered means on reserves fund created as a result of net profit division for the financial year 2011 in the amount of 7,781,311.50 PLN, (what gives 0.75 PLN per one share) and a part of net profit for the financial year 2012 in the amount of 6,743,803.30 PLN (what gives 0.65 PLN per one share).
Remaining part of net profit for the financial year 2012 in the amount of 3,645,204.63 PLN will be allocated to reserve capital.

By recommending such profit division, the Management takes into consideration current and future forseeable financial situation of the Company resulting from investing capital in big integration projects and necessary expenditures for realization of new adopted in 2012 strategy of the Company for the years 2013-2016. Simultaneously, the Management estimates that the state of receivables flow due to realization of the National Stadium project and positive perspectives for being granted the other receivables, allow dissolution of reserve for payment of dividend, related to net profit for financial year 2011.

Application on division of profit including the above objectives will be presented to the Supervisory Board of the Issuer to be evaluated at its nearest meeting.

By adopting resolution in the above scope, General Meeting of the Issuer will establish the day according to which there is set a list of shareholders entitled to the dividend, as well as a dividend day.

Legal ground:
RMF GPW §38 section 1 point 8

Current report no. 18/2013 of 20 April 2013 – Final settlement to the substantial agreemen

Management Board of Qumak S.A. informs that on 19 March 2013 there was signed a final settlement to a Subcontractor Agreement concluded on 21 December 2011 between Qumak S.A. and Erekta Budownictwo Sp. z o.o.
Subject of this Agreement was performing by the company Erekta Budownictwo Sp. z o.o. construction works within the frames of an investment under the name “Reconstruction and upward extension of a building no. 8 and its designation for a central server room, supervisory center and room intended for the protection of classified information division of the Company Mazowiecki Port Lotniczy Warszawa-Modlin Sp. z o.o.” The Company informed about concluding this agreement in the current report no. 48/2011 of 23 December 2011. According to resolutions of the final settlement, a lump sum remuneration was decreased by the amount of 814,720.00 PLN, that is from the amount 8,760,000.0 PLN to 7,945,280.00 PLN net. The amount of remuneration is a final and total remuneration for executed works due to the subcontractor i.e. Erekta Budownictwo Sp. z o.o.
Other conditions of the agreement remain unchanged.

Settlement changes significant conditions of the agreement, value of which during the time of publshing information on its concluding had met criteria for substantial agreement.

Legal ground: RMF GPW §5 section 1 point 3

Current report no. 17/2013 of 11 April 2013 – Entering into substantial agreement

Management Board of Qumak S.A. informs that on 11 April 2013 there was concluded an Agreement between the Social Insurance Institution (ZUS) and a consortium of companies Qumak S.A. (in the role of leader of consortium) and Cloudware Polska sp. z o.o.
Subject of the Agreement is expansion of currently exploited by ZUS hardware infrastructure necessary to implement the SWEZ 2.0. project. This expansion will be performed by purchase and delivery of two servers including system software and RACK cabinet with services of installation, configuration and documentation of delivered hardware and software.
Total gross remuneration for executing the subject of the Agreement is 13,800,108.00 PLN.
Deadline for executing the subject of this Agreement was set for 6 weeks from the date of signing the contract, provided that services of installation, consolidation and configuration are completed within 6 months from the date of concluding the contract.
Agreement includes resolutions regarding contractual penalties, among others:
- in case of delay in deadlines for realization of subject of agreement for reasons not attributable to the Ordering Party, there will be calculated a penalty in the amount of 0.2% of total gross remuneration for every day of delay that begins,
- in case of delay in settled in the agreement reaction time there will be calculated a penalty in the amount of 500PLN for every hour of delay that begins,
- in case of delay of repair time there will be calculated a penalty in the amount of 1000PLN for every hour of delay,
- in case of delay in maintenance date there will be calculated a penalty in the amount of 1000PLN for every day of delay.
In case of withdrawal from the Agreement by any of the parties for reasons attributable to the contractor, he shall pay a contractual penalty amounting to 20% of gross contractual remuneration.
Moreover, the Agreement provides the possibility to claim complementary compensation exceeding the restricted contractual penalties to the amount of the actual damage suffered.

Other conditions of the Agreement do not differ from market standards applied in contracts of such sort.

Contract meets criteria of substantial agreement due to the fact that its value is greater than 10% of the Company's equity. 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

Current report no. 16/2013 of 19 March 2013 – Entering into a substantial agreement 

Management Board of Qumak S.A. informs that on 18 March 2013 an agreement with PSE S.A. (Polskie Sieci Elektroenergetyczne S.A.) was signed.
Subject of this Agreement is delivery and implementation in PSE S.A., as well as in five area companies of Asset Management IT system to support managing assets of the PSE S.A. company.
Contractual remuneration for realization of the subject of the Agreement was set to be an amount of 9,725,564.28 PLN net.
Deadline for execution of the Agreement's subject was set for 18 months since the Agreement's entering into force.
The Agreement includes resolutions concerning contractual penalties, among others:
- for delay in executing any of the stages or products with regard to deadlines set in a schedule amounting to 1% of the amount of net remuneration for realization of this stage for every day of delay, but not more than 20% of this remuneration,
- for delay in removing defects in the amount of 300 PLN for every day of delay, but not more than 20% of remuneration,
- in case of serious disturbance in IT systems of the ordering party for reasons attributable to the contractor there will be calculated a penalty amounting to 20,000 PLN for every significant disturbance, moreover total amount of penalties is limited to 5% of net remuneration.
- for withdrawal from the Agreement by the ordering party due to delay in executing subject of the Agreement exceeding 45 days there will be calculated a penalty amounting to 20% of contractual remuneration.
Payment of contractual penalties does not absolve the contractor from fulfilling obligations under the Agreement. Total amount of contractual penalties calculated for all the above reasons will not exceed together 30% of the amount of gross remuneration. Moreover, the Agreement provides the possibility to claim complementary compensation on general terms, excluding lost benefits.

Other significant conditions of the Agreement do not differ from market standards applied in contracts of such sort.
Contract meets criteria of substantial agreement due to the fact that its value is greater than 10% of the Qumak S.A. equity.

Legal ground:
RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 15/2013 of 15 March 2013 – Annex to substantial agreement

Management Board of Qumak S.A. informs that on 14 March 2013 there was signed an Annex to the Agreement concluded between Qumak S.A. and District of Cities Gdynia, Sopot and Gdańsk on 20 February 2012.
Subject of the above mentioned Agreement is designing and execution of works concerning construction of an integrated management system of private vehicles traffic and public transportation, together with an area dynamic system of traffic control and construction of component systems, realized in the area of Gdańsk, Gdynia and Sopot, within the frames of a project under the name “Integrated Traffic Management System TRISTAR”. Information regarding concluding this Agreement was published in the current report no. 7/2012 of 20 February 2012.
With the Annex no. 10/2013, dated as of 6 March 2013, the scope of works to be performed was reduced, what resulted also in reduction of remuneration by the amount of 271,191.52 PLN gross. As a result the lump sum remuneration for execution of the subject of the Agreement is 133,491,308.48 PLN gross.
Other significant conditions of the Agreement remain unchanged.
Contract meets criteria of substantial agreement due to the fact that its value is greater than 10% of Qumak S.A. equity.

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 14/2013 of 11 March 2013 - Changes in membership of Management Board of Qumak S.A.

Management Board of Qumak S.A. informs that Supervisory Board of the Company adopted on 11 March 2013 resolutions concerning changes in membership of Management Board of the Company. The Board, in a secret ballot, on 11 March 2013 has dismissed from the membership of the Management Board Mr. Vice President Jan Goliński and Mr. Vice President Andrzej Swolkień. Simultaneously, the Supervisory Board adopted a resolution concerning appointing on 11 March 2013 to the Management Board of the Company Mr. Jacek Suchenek and provide him with a function of member of the Management Board.

Below there is a full text of the Supervisory Board's statement concerning changes in membership of the Management Board of the Company.

On 11 March 2013 the Supervisory Board of Qumak S.A., at the Board's meeting in the Company's headquarters, adopted resolutions concerning dismissal from the function of Vice Presidents of the Management Board Mr. Jan Goliński and Mr. Andrzej Swolkień. Both Gentlemen no longer perform their functions starting from the day of dismissal, and serve a notice of termination without the necessity to perform working duties for the Company.

The Supervisory Board would like to express its highest appreciation for achievements of both Gentlemen in the period of many years of employment in the company and managing it. Would like to thank for a very effective work for the Company and high business ethics in all undertaken business actions. Effects of their work on numerous occasions obtained recognition in the eyes of the Supervisory Board, what was confirmed in annual remuneration bonuses from achieved results - this time it was no different when summing up results in 2012.

Both Vice Presidents through the past years were responsible for independent business divisions, which according to a new strategy of the Company adopted in the end of 2012, and effective in the Company as of 1 January 2013, were combined into one organizational structure. Competence of these divisions were taken over by other new structures within the new organization of the Company, in particular integrated Sales Division and integrated Contracts Administration Division.

At the same time, the biggest integrated area in the Company became contracts administration and service. Due to the fact, that from 1 January a long term employee of the Company, Mr. Jacek Suchenek, became a director of Realization Division, by decision of the Supervisory Board of 11 March 2013, he was appointed to the Management Board as its member. Mr. Suchenek is a very efficient manager of large organizational capacity and has an experience in managing comprehensive cross-cutting contracts. His task as a Member of the Management Board is to increase efficacy of the company's operation and to improve the quality and scalability of conducted activity, through implementation of coherent organizational and quality standards.

Membership of the new Management Board:
- Paweł Jaguś - President of the Management Board
- Aleksander Plata - Vice President of the Management Board
- Jacek Suchenek - Member of the Management Board
starts functioning from this day.

Above changes in the Management Board of the Company is the next after re-branding and the final aspect of a consistent realization of newly adopted by the Company strategy of development for 2013 - 2016.

We would like to wish to both Gentlemen good luck and even greater professional success beyond our Company, and to the newly appointed Member of the Management Board a lot of perseverance and determination in achieving management aims, as well as success in business.

Sincerely,
on behalf of the Supervisory Board of Qumak SA
Chairman of the Board - Rafał Twarowski

Professional bio of Mr. Jacek Suchenek

Mr. Jacek Suchenek graduated from Warsaw University of Technology, faculty of electrical power networks and systems. He began his professional career in Ster-Projekt SA (at present a part of Assecco Polska) as a Project Manager. Works in Qumak S.A. since 2005 respectively as Sales Director in the Intelligent Building Technologies Division - New Technologies Division, next as Director of Sales Division. Since January 2013 manages a Contracts Administration Division.
In accordance with submitted statement, Mr. Jacek Suchenek does not perform any competitive activity to the business activity of Qumak S.A., as well as does not take part in any competitive private Company as partner or as a member of body of a joint-stock company or any other competitive legal body. Also there are no entries in a register of Insolvent Debtors conducted on the grounds of the Law of 20 August 1997 on the National Court Register.

Legal ground: RMF GPW §5 section 1 point 21 and 22

 

Current report no. 13/2013 of 1 March 2013 – Notice from Aviva Investors Poland SA

Management Board of Qumak S.A. (hereafter referred to as the “Company”) informs that on 28 February 2013 the Company received a notice from Aviva Investors Poland SA, acting:
1. on their own behalf, as an entity to which Aviva Investors Poland Towarzystwo Funduszy Inwestycyjnych SA commissioned managing investment portfolios of investment funds, whose body it is, and
2. for and on behalf of Aviva Investors Fundusz Inwestycyjny Otwarty and Aviva Investors Specjalistyczny Fundusz Inwestycyjny Otwarty (later referred to as the “Fund”), informing that due to transaction of disposal of Qumak S.A. shares on February 25 c. y. there was reduced the level of engagement of the Funds in a total number of votes at general meeting of the Company.

As a consequence of the above:
1. Funds hold in total 336.065 items of the Company's shares, constituting 3.24% of share capital of the Company entitling to 336.065 votes, which constitute 3.24% of total number of votes at general meeting of the Company, and
2. in portfolios managed by Aviva Investors Poland SA, which include one or more financial instruments, from which Aviva Investors Poland SA as manager can on behalf of ordering party perform the right to vote at general meeting of the Company, there are 336.065 items of the Company's shares constituting 3.24% of the Company's share capital and entitling to 336.065 votes, which constitute 3.24% of total number of votes at general meeting.

As a consequence of the above:
1. Funds hold in total 336.065 items of the Company's shares, constituting 3.24% of share capital of the Company entitling to 336.065 votes, which constitute 3.24% of total number of votes at general meeting of the Company, and
2. in portfolios managed by Aviva Investors Poland SA, which include one or more financial instruments, from which Aviva Investors Poland SA as manager can on behalf of ordering party perform the right to vote at general meeting of the Company, there are 336.065 items of the Company's shares constituting 3.24% of the Company's share capital and entitling to 336.065 votes, which constitute 3.24% of total number of votes at general meeting.

Public Offering Act - Art. 70 point 1

 

Current report no. 12/2013 of 28 January 2013 - Notice from ING Otwarty Fundusz Emerytalny- significant block of shares

Management Board of Qumak S.A. (hereafter referred to as the "Company") informs that on 28 January 2013 the Company received a notice from ING Otwarty Fundusz Emerytalny (hereafter referred to as the "Fund"), which acting pursuant to the art. 69 of Act of 29 July 2005 on Public Offering and conditions of introducing financial instruments to organized trade system and public companies, informed that due to a transaction of disposal of the Company's shares at WSE in Warsaw, settled on 23 January 2013, ING Otwarty Fundusz Emerytalny reduced the volume of the Company's shares held below 5% of votes at the general meeting of shareholders of the Company.

Before the transaction of disposal the Fund held 593.757 of the Company's shares, constituting a 5.72% of Company's equity and was entitled to 593.757 votes at the general meeting of shareholders of the Company, what constituted a 5.72% of total number of votes.

On 28 January 2013 on the Fund's account of securities there is 241.757 Company's shares, what constitute a 2.33% of Company's equity. These shares entitle to 241.757 votes at the general meeting of shareholders of the Company, what constitute a 2.33% of total number of votes.

Legal ground: Public Offering Act - Art. 70 point 1

 

Current report no. 11/2013 of 25 January 2013 - Notice from PTE Allianz Polska S.A. - significant block of shares

Management Board of Qumak S.A. (hereafter referred to as the "Company") informs that on 25 January 2013 the Company received a notice from Powszechne Towarzystwo Emerytalne Allianz Polska S.A. managing Allianz Polska Otwarty Fundusz Emerytalny (later as "OFE") and Allianz Polska Dobrowolny Fundusz Emerytalny (later as "DFE"), informing that as a result of conducted buy transaction on the Company's shares at Warsaw Stock Exchange on 16 January 2013, share in the Company's equity and the total number of votes on accounts of OFE and DFE increased above 5%.

Before the transaction OFE and DFE accounts had 518.753 shares, amounting to 4.99999% of share in equity of the company, what gave the right to execute 518.753 votes from shares being 4.99999% of share in total number of votes at the general meeting of the Company.

After the transaction accounts increased to 588.853 shares, amounting to 5,67468% of share in equity of the company, what gives the right to execute 588.753 votes from shares being 5,67468% of share in total number of votes at the general meeting of the Company.

Legal ground: Public Offering Act - Art. 70 point 1

 

Current report no. 10 /2013 of 25 January 2013 - Notice from Legg Mason Towarzystwo Funduszy Inwestycyjnych S.A.

Management Board of Qumak S.A. (hereafter referred to as the "Company") informs that on 24 January 2013 the Company received a notice from Legg Mason Towarzystwo Funduszy Inwestycyjnych S.A., with seat in Warsaw ("Legg Mason TFI S.A.") on behalf of Legg Mason Parasol Funduszu Inwestycyjnego Otwartego ("Legg Mason Parasol FIO"), informing the company that this fund independently holds shares granting more than 5% of the total number of votes at general meeting of the Company.

The reason for change in share in the total number of votes at general meeting of the Company was a transformation on 18 January 2013 indicated below investment funds managed by Legg Mason TFI, i.e. :

1) Legg Mason Akcji Fundusz Inwestycyjny Otwarty;
2) Legg Mason Strateg Fundusz Inwestycyjny Otwarty;
3) Legg Mason Obligacji Fundusz Inwestycyjny Otwarty;
4) Legg Mason Pieniężny Fundusz Inwestycyjny Otwarty

into an open investment fund with separated sub-funds operating under the name Legg Mason Parasol Fundusz Inwestycyjny Otwarty and entered into the investment funds register under the number RFI 831.

Before the change in share, investment funds that underwent the above mentioned transformation had 843.008 number of the Company's shares, what was 8.13% of equity, giving the right to 843.008 votes at general meeting of the Company being 8.13% of total number of votes at general meeting of the Company.

On the day of this notice Legg Mason Parasol FIO holds 843.008 Company's shares what stands for 8.13% of equity, giving right to 843.008 votes at general meeting of the Company, being 8.13% of total number of votes at general meeting of the Company.

Simultaneously, Legg Mason TFI, acting pursuant to the art.69a item 1 point 1 with regard to the art. 87 item 1 point 2 l. a of act, on behalf of Legg Mason Parasol FIO, Legg Mason Senior Fundusz Inwestycyjny Otwarty (operating since 17 January 2013 under the name Legg Mason Senior Specjalistyczny Fundusz Inwestycyjny Otwarty) and Fundusz Własności Pracowniczej PKP Specjalistyczny Fundusz Inwestycyjny Otwarty (hereafter referred to as the "Funds") informs that the Funds hold shares giving more than 5% of the total number of votes at general meeting of the Company.

Reason for change in share in the total number of votes at general meeting of the Company was the transformation indicated above.

Before the change in share, investment funds that underwent the above mentioned transformation Legg Mason Senior Fundusz Inwestycyjny Otwarty and Fundusz Własności Pracowniczej PKP Specjalistyczny Fundusz Inwestycyjny Otwarty held 1.012.310 Company's shares and that was 9.76% of equity, what gave the right to 1.012.310 votes at general meeting of the Company and stood for 9.76% of total number of votes at general meeting of the Company.

On the day of this notice the Funds hold 1.012.310 Company's shares and that is 9.76% of equity, what gives the right to 1.012.310 votes at general meeting of the Company and stands for 9.76% of total number of votes at general meeting of the Company.

Legal ground: Public Offering Act- Art. 70 point 1

 

Current report no. 9/2013 of 25 January 2013 - Registration of changes in articles of association of the Qumak S.A. company

Management Board of Qumak S.A. (hereafter referred to as the "Company") informs that gained knowledge of registering on 24 January 2013 by the Warsaw District Court, XII Commercial Division of the National Court Register, a change of the Company's articles of association.

Information on changes in the articles of association was included in the current report no. 4/2013 of 9 January 2013.

With regard to the above, Management Board of the Company informs that a consolidated text of the Articles of Association is as attached.

PDF

Legal ground: RMF on current and periodic information §38 item 1 point 2

 

Current report no. 8/2013 of 25 January 2013 - Change of a business name of the Company to Qumak S.A.

Management Board of QUMAK S.A. with seat in Warsaw, Al. Jerozolimskie 94, (hereafter referred to as the "Company") informs that on 24 January 2013, gained knowledge of registering on 24 January 2013 by the Warsaw District Court, XII Commercial Division of the National Court Register, a change of the Company's articles of association on the grounds of resolution no. 3 of the Extraordinary General Meeting of the Company of 9 January 2013, which consists in altering a business name of the Company from QUMAK-SEKOM Joint-Stock co. to QUMAK Joint-Stock co. In accordance with the new articles of association the Company can also use an abbreviated version of the name QUMAK S.A.

Legal ground: Art. 56 item 1 point 2 Public Offering Act - current and periodic information

 

Current report no. 7/2013 of 10 January 2013 - Entering into a substantial subcontractor agreement

Management Board of Qumak-Sekom S.A. (hereafter referred to as "Company") informs that on 10 January 2013 the Company received signed by both parties subcontractor Agreement concluded with LOGANT Teleflex (France) S.A.S. dated as of 8 January 2013.

Subject of this Agreement is carrying out a BHS system (luggage system) within the frames of an investment task called "Renovation of T1 Area with its full integration with the T2 Area of Terminal A at Warsaw Chopin Airport." These works are to be realized as an execution of an agreement concluded by the Company with Hochtief Polska S.A. on 5 December 2012, about which the Company has informed in a current report no. 49/2012 of 5 December 2012.

For performing the subject of Agreement there was set a contractual lump sum remuneration amounting to 7.409.000 EUR net.

Deadline for executing the subject of the Agreement was set for 15 December 2014.

Agreement includes resolutions concerning contractual penalties, among others:
• for delay in meeting deadline for delivery of documentation required by the contract, delay in realization of stages and/or intermediate stages, as well as in executing of subject of the agreement in the amount of 0.1% of gross contractual remuneration for every day of delay,
• for delay in removing defects or failures, noticed during acceptance and during period of surety or warranty in the amount of 0.1% of gross contractual remuneration for every day of delay calculated from the day indicated for removal of failures and defects,
• • in case of failing to remove noticed defects and failures of key systems and devices, as well as BHS system during surety or warranty in the amount of 20.000 PLN for every hour of delay.
For withdrawal from the Agreement made by the ordering party for reasons attributable to the subcontractor or by the contractor for reasons not attributable to the ordering party, there will be calculated a penalty of 10% of contractual remuneration. The ordering party is obliged to pay the contractual penalty amounting to 10% of gross contractual remuneration, in case when the contractor withdraws from the agreement due to attributable to the ordering party delay in payment of remuneration, exceeding more than 30 days, if the ordering party does not perform payment within next 15 days calculating from the day of a default notice.
Agreement provides the possibility to claim supplementary compensation on general terms, excluding lost benefits.

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to a fact that its value is greater than the 10% of the Company's equity.

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 6/2013 of 10 January 2013 - List of shareholders holding at least 5% of number of votes at EGM of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A., acting pursuant to the art. 70 point 3) of the act on public offering and conditions of enforcement of financial instruments to organized circulation system and on public companies, in attachment publishes a list of shareholders present at the Extraordinary General Meeting of the Company, which took place on 9 January 2013, holding at least 5% of total number of votes.

PDF

Legal ground: Public Offering Act Art.70 point 3

 

Current report no. 5/2013 of 10 January 2013 - Notice from Legg Mason Towarzystwo Funduszy Inwestycyjnych S.A.

Management Board of Qumak-Sekom S.A. (hereafter referred to as "Company") informs that on 9 January 2013 the Company received a notice from Legg Mason Towarzystwo Funduszy Inwestycyjnych S.A., legal successor of Legg Mason Zarządzanie Aktywami S.A. due to a merger through acquisition pursuant to the art. 492 § 1 point 1 from the code of commercial companies, as authorized by resolution of the Warsaw District Court, 12th Commercial Division of the National Court Register, received on 3 January 2013 informing the Company on a change in shares ownership in total number of votes in the Company.

The above mentioned change results from expiring on 2 January 2013 of agreements concerning administering investment portfolios of Legg Mason funds concluded by Legg Mason TFI S.A. with Legg Mason Zarządzanie Aktywami S.A., by what right has expired for Legg Mason Zarządzanie Aktywami S.A. by what right has expired for Legg Mason Zarządzanie Aktywami S.A. to execute on behalf of clients the right to vote from the Company's shares.

Before 2 January 2013 on client's accounts for which Legg Mason Zarządzanie Aktywami S.A. held authorization to execute voting right from the Company's shares there were 1.012.310 Company's shares, what constituted for 9.76% of share in the Company's share capital, entitling to 1.012.310 votes from these shares, what was 9.76% of votes on General Meeting of the Company.

On the day of sending the notice Legg Mason Towarzystwo Funduszy Inwestycyjnych S.A. does not hold the right to vote from the Company's shares at General Meeting of the Company, within the scope of performing the activities of managing portfolios, in which there are included one or more numbers of financial instruments, in accordance with regulations of act on investment funds. Simultaneously, the investment funds managed by Legg Mason TFI S.A. are entitled to execute the right to vote from held by them shares independently.

Moreover, Legg Mason TFI S.A on behalf of administered by it investment funds informs that with regard to previously delivered notices there are no changes in percentage of share, mentioned in art. 69 item 1 and 2 from act of 29 July 2005 on public offering and conditions of enforcement of financial instruments to organized circulation system and on public companies (consolidated text: Dziennik Ustaw [Journal of Laws] of 2009 No. 185, item 1439 with later amendments), which would demand appropriate notices from these funds.

Legal ground: Public Offering Act - Art. 70 point 1

 

Current report no. 4/2013 of 9 January 2013 - Amendments and consolidated text of Articles of Association of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. informs that on 9 January 2013 the Extraordinary General Meeting of Qumak-Sekom S.A. adopted a Resolution no. 3 concerning amendments and appointing the consolidated text of Articles of Association of the Company.

1. Paragraph 1 section 1 and 2 of the Articles of Association of the Company receive the following wording:

"1. Firm of the Company is "QUMAK" Joint-Stock, and its seat is in Warsaw.
2. Company can use abbreviated version "QUMAK S.A.""

2. In Paragraph 2 of Articles of Association of the Company there is added section 16 and the following in version:

"16. Publishing business (Polish Classification of Activities PKD 58);
17. Activity related to production of movies, video recordings, TV programs, sound and music recordings (Polish Classification of Activities PKD 59);
18. Other professional, scientific and technical activities (Polish Classification of Activities PKD 74);
19. Creative activity related to culture and entertainment (Polish Classification of Activities PKD 90);
20. Activity supporting education (Polish Classification of Activities PKD 85.60);
21. Other service-oriented activities within the scope of information (Polish Classification of Activities PKD 63.9)."

Simultaneously, there was prepared a uniform text of the Articles of Association of the Company, content in attachment.

Resolution comes into force on the day of its adoption, provided that legal effect in the form of changes in the Articles of Association enters into force in the moment of its registration in the National Court Register.

PDF Consolidated text of the Articles of Association

Legal ground: RMF GPW § 38 item 1 point 2

Signatures of the Company's representatives: Paweł Jaguś - President of the Management Board, Aleksander Plata - Vice President of the Management Board

 

Current report no. 3/2013 of 9 January 2013 - Resolutions adopted by the Extraordinary General Meeting of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. publishes in attachment the content of resolutions adopted by the Extraordinary General Meeting of the Company on 9 January 2013.

General Meeting did not withdraw from reviewing any of items in the meeting's agenda published by the Company in a current report no. 50/2012 of 13 December 2012.

During the meeting there was no objections registered with a demand to be entered to the minutes.

PDF Adopted resolutions

Legal ground: RMF GPW § 38 item 1 point 5

Signatures of the Company's representatives: Paweł Jaguś - President of the Management Board, Aleksander Plata - Vice President of the Management Board

 

Current report no. 1/2013 of 4 January 2013 - Periodic reports publication dates in 2013

Management Board of Qumak-Sekom S.A. provides dates of publication of periodic reports in 2013, and they are as follows:

1. Quarterly reports:
  • quarterly report for the IV q. of 2012 - on 14.02.2013
  • quarterly report for the I q. 2013 - on 8.05.2013
  • quarterly report for the III q. 2013 - on 7.11.2013
2. Semi-annual report for the I half of 2013 - on 29.08.2013
3. Annual report for 2012 - on 25.04.2013

Management Board of Qumak-Sekom SA informs that pursuant to the § 101 item 2 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on conditions of claiming as equivalent information required by law of a non-member country, shall not publish a quarterly report for the II quarter of the year 2013.

Legal ground: RMF of 19 February 2009 on current and periodic information §103 item 1

 

Current report no. 55/2012 of 31 December 2012 - Orders meeting criteria of substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received two orders from Integrated Solutions Sp. z o.o.

 

Subject of these orders is sale of right for updating Oracle software together with continuation of providing technical assistance to Grupa TP SA. Total value of orders amounts to 25,318,201.59 PLN net. The orders are to be executed till 31 December 2012.

 

Orders meet criteria of substantial agreement due to the fact that their total value exceeds 10% of the Issuer's equity.

 

Simultaneously Qumak-Sekom informs that today placed a corresponding order for delivery of this software at its producer.

 

RMF GPW § 5 item 1 point 3

 

Current report no. 54/2012 of 21 December 2012 - Qumak-Sekom placed an order of a substantial value

Management Board of Qumak-Sekom S.A. informs that on December 21, 2012 the company placed an order of substantial value in Action S.A.

 

The order concerns delivery of computer devices, within the frames of realization of an agreement concluded with the Company Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (hereafter referred to as "Bank"), subject of which is a comprehensive service of delivery to around 1250 facilities located in Poland and to the Bank Headquarters generic desktop and portable computer sets together with installed software, as well as performing exchange of equipment according to schedule that was set. The Company informed about the above mentioned Agreement in current report no. 47/2012 of 15 November 2012.

 

When realizing this project the Company put orders in Action S.A., total value of which in the period from the last report concerning transactions with Action S.A., i.e. from 16 March 2012, exceeds 10% of the Company's equity, what makes it a substantial order. Order of the greatest value among those that were put within the Agreement with the Bank, is an order for delivery of generic desktop and portable computers with devices reaching the amount of 1,754,645.28 EUR net. The order is to be realized till 21 January 2013.

 

Other conditions, on which the order is realized, do not differ from typical conditions that apply to transactions of such sort.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 53/2012 of 20 December 2012 - Court settlement with the National Sports Centre

Management Board of Qumak-Sekom S.A. informs that on December 19th, 2012, in the District Court for Warsaw Praga-Północ in Warsaw, VII Commercial Division, there was a court settlement between Narodowym Centrum Sportu Sp. z o.o. acting for and on behalf of the National Treasury (hereafter referred to as "Ordering Party") and a Consortium including: Elektrobudowa S.A. (as a Leader of Consortium), Qumak-Sekom S.A. and Przedsiębiorstwo Agat S.A. (hereafter altogether referred to as "Subcontractor"). The settlement refers to agreements concluded between a consortium including PBG S.A., Hydrobudowa Polska S.A., Alpine Bau Deutschland AG, Alpine Bau GmbH and Alpine Construction Polska S. z o.o. ("General Contractor") and the Subcontractor, subject of which was execution of electric power, low voltage and BMS installations, within the frames of realization of the National Stadium construction together with the accompanying infrastructure in Warsaw, about which the Company informed in current reports: no. 1/2010 of 8th January 2010, 30/2011 of 7th July 2011, 39/2011 of 28th October 2011, 41/2011 of 3rd November 2011, and 5/2012 of 13th February 2012.

 

Conclusion of the settlement was preceded by signing the Agreement of 29th June 2012, providing regulations and conditions of setting payments, for the needs of future settlement in common court. Information about the conclusion of this agreement was given in a current report no. 34/2012 of 3rd July 2012. Moreover, the Ordering Party and the Subcontractor signed on August 30th, 2012, a memorandum of understanding, in which they confirmed the amount of liable and due remuneration.

 

On the ground of this settlement, due to signing by the Ordering Party and the Subcontractor a memorandum of understanding, the Ordering Party undertakes to pay to the Subcontractor the amount of 6,412,875.98 PLN gross as payment of due and liable remuneration of the Subcontractor within 3 working days from the day of signing this Settlement. Moreover, the Ordering Party and the Subcontractor agreed upon setting an additional warranty due to defects and failures in the amount of 712,541.78 PLN gross, which- under the authority of the settlement- will be paid within 5 working days from the date of signing by Parties a protocol confirming removal of defects and failures notified to the Subcontractor on the basis of principles set in signed on August 30th, 2012, Final Acceptance Protocol of construction works performed by the Subcontractor at the National Stadium construction site, without the necessity to conclude a separate settlement.

 

Legal ground: Art. 56 section 1 point 1 Public Offering Act - sensitive information

 

Current report no. 52/2012 of 19 December 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received a signed by both parties copy of Annex no. 3 to Agreement concluded between Budimex S.A. and Qumak-Sekom S.A. dated as of 7th June 2010.

 

Subject of this Agreement is performing electrical and telecom installations as a part of an investment project under the name: "Reconstruction of Historical Complex of Wroclaw Central Station with the Railway Technical Infrastructure Rebuilding" where Polskie Koleje Państwowe S.A. are the investor. Company informed about this Agreement in the current report no. 34/2010 of 14th June 2010.

 

By Annex no. 3 of 18th December 2012 the scope of subject of the Agreement was adjusted to actual executed works, as a result of which estimated value of the Agreement was increased by the amount of 3,367,807.64 and is 20,694,402.00 PLN net. Final value of the Agreement will result from the amount of actual works executed and confirmed in accordance with the Agreement.

 

Other conditions of the Agreement remain unchanged. The contract meets criteria of the substantial agreement, due to the fact, that its value with Annex is greater than 10% of the Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19th February 2009 on current and periodic information, §5 section. 1 point. 3 RMF

 

Current report no. 51/2012 of 13 December 2012 - Drafts of resolutions, appendixes and documentation concerning session of the Extraordinary General Meeting of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. acting upon § 38 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 establishing transfer of current and periodic information by issuers of securities, encloses in attachment drafts of resolutions being the subject of session of the Extraordinary General Meeting of Qumak-Sekom S.A. Shareholders, which shall take place on 9th January 2013, appendixes to drafts of resolutions and remaining documentation being the subject of session of the General Meeting.

 

Moreover, we would like to inform that all materials are published on the Company’s website www.qumak.pl - PDF

 

Legal ground: RMF GPW §38 section 1 point 1

 

Current report no. 50/2012 of 13 December 2012 - Notice concerning convocation of Extraordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

Management Board of joint-stock Company "QUMAK-SEKOM" in Warsaw, entered into the National Court Register, 12th Commercial Division of the National Court Register, Warsaw District Court, under the number 0000019455 - acting pursuant to the art. 399 § 1, art. 402 § 1 and 2 in conjunction with the article 398 of Code of commercial companies and the Articles of Association of the Company - is convening on the day of 9 January 2013 an Extraordinary General Meeting of Shareholders of the Company, which shall start at 11:00 am, in the company’s office in Warsaw at 94 Jerozolimskie Street.

 

Meeting’s agenda:

1. Opening of General Meeting
2. Election of chairman of the General Meeting
3. Verification of the validity of convocation of the General Meeting and its authority to adopt resolutions
4. Adoption of the General Meeting agenda
5. Adoption of a resolution concerning amendment and approval of consolidated text of Articles of Association of the Company
6. Adoption of a resolution concerning change in remuneration of members of the Supervisory Board
7. Closing of General Meeting.

Amendments to the Articles of Association of the Company

In accordance with the art. 402 § 2 of the Code of commercial companies, in relation to designed changes in the Company's Articles of Association, the Management Board of Qumak-Sekom S.A. informs about their content

1. With regard to change of the Company's firm, changes concern a Paragraph 1 section 1 and 2 of the Articles of Association of the Company

THERE WAS:
1. Firm of the Company is "QUMAK - SEKOM" Joint-Stock, and its seat is in Warsaw.
2. Company can use abbreviated version "QUMAK - Sekom S.A."
THERE IS:
1. Firm of the Company is "QUMAK" Joint-Stock, and its seat is in Warsaw.
2. Company can use abbreviated version "QUMAK S.A."

2. In Paragraph 2 of Articles of Association of the Company there is added a section 16 and the following:

"16. Publishing business (Polish Classification of Activities PKD 58);
17. Activity related to production of movies, video recordings, TV programs, sound and music recordings (Polish Classification of Activities PKD 59);
18. Other professional, scientific and technical activities (Polish Classification of Activities PKD 74);
19. Creative activity related to culture and entertainment (Polish Classification of Activities PKD 90);
20. Activity supporting education (Polish Classification of Activities PKD 85.60);
21. Other service-oriented activities within the scope of information (63.9)."

The record date for the Extraordinary General Meeting is established to be as of 16 days before the date of the Meeting, i.e. on 24th December 2012.

 

The right to attend the Extraordinary General Meeting

The right to attend the Extraordinary General Meeting have persons, who are shareholders of the Company on 16 days before the date of the Extraordinary General Meeting, i.e. on the day of registration of participation in general meeting. Authorized by dematerialized bearer shares of the Company Qumak-Sekom S.A. not earlier than after the notice of convocation of the General Meeting and no later than the first weekday after the date of registration of participation in the General Meeting shall notify the operator of securities account about the request to issue a personal certificate of right to participate in the Extraordinary General Meeting. In the contents of the certificate in accordance with the will of a shareholder there should be pointed a part or all of the shares registered in his securities account.

 

The right to demand placing certain matters on the agenda of the Extraordinary General Meeting

A shareholder or shareholders representing at least one-twentieth of the share capital may request the inclusion of certain matters on the agenda of the Extraordinary General Meeting. The request should be reported to the Management Board not later than twenty one days before the scheduled meeting, i.e. till the day of December 19, 2012. The request should include a justification or a draft of resolution on the proposed agenda item. The Management Board immediately, but not later than on eighteen days before the scheduled General Meeting, i.e. till December 22, 2012, announces changes to the agenda, introduced at the request of shareholders. The announcement takes place in a way compatible with a convened general meeting. Requests should be sent to the headquarters of the company or in electronic form to the address: walne.zgromadzenie@qumak.pl. The request should be accompanied by documents confirming the right to submit this request. In case of shareholders who reported the request using electronic means of communication, documents should be sent in PDF format.

 

The right to submit draft of resolutions relating to matters on the agenda or matters, to be placed on the agenda before the Meeting term

Shareholder or shareholders of the Company representing at least one twentieth of the share capital have the right before the date of the Extraordinary General Meeting to report to the Company in writing or by using electronic means of communications, drafts of resolutions on matters added to the agenda of the Extraordinary General Meeting or matters, to be placed on the agenda. The Company shall immediately announce draft resolutions on the Company's website. Draft resolutions with reasoning should be sent to the headquarters of the company or in electronic form to the address: walne.zgromadzenie@qumak.pl. The requests must be accompanied by documents confirming the right to submit this request. In case of shareholders who report the request using electronic means of communication, documents should be sent in PDF format.

 

The right to submit draft resolutions relating to matters added to the agenda at the Meeting

Each of the shareholders may, during the general meeting, submit draft of resolutions on matters added to the agenda. Moreover, a shareholder has the right to suggest amendments and additions to the drafts of resolutions covered by the agenda of Extraordinary General Meeting - till the time of closing the discussion on agenda item covering the draft of resolution, which such proposal concerns. These proposals, together with a brief justification, should be submitted in writing - separately for each of draft of resolution - with giving the name and surname or firm (name) of the shareholder, on the hands of Chairman of the General Meeting.

 

Execution of voting right by representative

1. In accordance with article 412 of the Code of Commercial Companies, shareholders have right to participate in the General Meeting and execute voting rights in person or by a representatives. Power of attorney shall be given in writing or in electronic form. Representatives of corporations shall provide current copies of relevant court records listing the persons authorized to represent these entities. Persons not listed in the above mentioned extract should present appropriate power of attorney signed by persons authorized to represent the entity.

2. Power of attorney to attend the General Meeting of the Company and to exercise voting rights may be given in electronic form. Granting power of attorney in an electronic form does not require a secure electronic signature to be verified by a valid qualified certificate. Power of attorney granted in electronic form should ensure the identification of a shareholder and a representative.

3. Power of attorney granted in electronic form should be sent to the following email address: walne.zgromadzenie@qumak.pl at least one day before the Extraordinary General Meeting term.

4. Shareholders shall be allowed to participate in the Extraordinary General Meeting upon presentation of identity proof, and representatives upon presentation of proof of identity and a valid power of attorney granted in writing or in electronic form (in the latter case a representative should present power of attorney printed from a PDF format). Representatives of legal persons or Partnerships must also provide current copies of relevant registers, listing the persons authorized to represent these entities.

5. The company provides on its website (www.qumak.pl) and in the company's headquarters forms to be used to vote by proxy.

6. If a representative at a general meeting of a public company is a member of the management board, supervisory board member or employee of the Company, power of attorney may authorize to represent only at the Extraordinary General Meeting on 9 January 2013. Representative has a duty to disclose to the shareholder the circumstances pointing to existing or the possibility of existing of a conflict of interest. Giving further power of attorney is disabled. Representative shall vote in accordance with instructions given by the shareholder.

 

Full text of documentation to be presented to the Extraordinary General Meeting, and drafts of resolutions, together with justification of the Board and an opinion of the Supervisory Board, on the matters on the agenda or matters to be placed on the agenda before the General Meeting day, is placed from day of convening the Extraordinary General Meeting of the Company's website (www.qumak.pl). These documents are immediately updated in case of any changes in accordance with the provisions of Code of commercial companies. A person entitled to attend the Extraordinary General Meeting may also obtain copies of the above-mentioned documentation in the Company's headquarters. Company establishes a list of shareholders entitled to participate in the Extraordinary General Meeting based on the list submitted to it by the National Depository for Securities, and established on the basis of issued. by entities engaged in conducting personal securities accounts, personal certificates of right to participate in the meeting. The list of eligible to participate in the Extraordinary General Meeting shall be available for inspection to shareholders on three business days before the Meeting in the Company's headquarters. A shareholder may request that the list of shareholders will be free of charge send to him by e-mail, by giving an address to which the list should be sent. It is recommended to shareholders to acquire certificates of right to participate in the Extraordinary General Meeting and to check whether the shareholder has been included in the list of shareholders authorized to participate in the General Meeting and take it along on the day of the Extraordinary General Meeting.

 

Risks associated with the use of electronic forms of communication, in particular transferring demand to place particular matters on the agenda of the Extraordinary General Meeting, application of draft resolutions relating to matters on the agenda or matters which are to be placed on the agenda before the Meeting day, as well as informing about an appointment of representative to the e-mail address specified in this notice, lies on the side of the Shareholder.

 

Company's Articles of Association do not provide the possibility to participate in the General Meeting through the use of electronic means of communication.

 

Legal ground: RMF GPW §38 section 1 point 1

 

Current report no. 49/2012 of 5 December 2012 - Entering into the substantial agreement

Management Board of Qumak-Sekom S.A. informs that on December 5th, 2012, there was concluded an Agreement between Hochtief Polska S.A. and Qumak-Sekom S.A. (hereafter referred to as "Company").

 

Subject of this Agreement is design with execution of BHS and EDS systems (luggage system together with registered luggage control system), as well as performing structural wiring installation with active devices and FIDS system (system of visual information on flights, enabling data gathering and processing of information concerning cruises). These works are to be executed within an investment task called "Renovation of T1 Area with its full integration with the T2 Area of Terminal A at Warsaw Chopin Airport".

 

For performing the subject of Agreement there was set a contractual lump sum remuneration amounting to 61,275,000.00 PLN net.

 

Deadline for executing the subject of the Agreement was set for 31st December 2014.

 

Agreement includes resolutions concerning contractual penalties, among others:

• for delay in meeting deadline for delivery of documentation required by the contract, delay in realization of stages and/or intermediate stages, as well as in executing of subject of the agreement in the amount of 0.1% of gross contractual remuneration for every day of delay,
• for delay in removing defects or failures, noticed during acceptance and during period of surety or warranty in the amount of 0.1% of gross contractual remuneration for every day of delay calculated from the day indicated for removal of failures and defects,
• in case of failing to remove noticed defects and failures of key systems and devices, as well as BHS system during surety or warranty in the amount of 20,000 PLN for every hour of delay.

For withdrawal from the Agreement made by the ordering party for reasons attributable to the contractor or by the contractor for reasons not attributable to the ordering party, there will be calculated a penalty of 10% of contractual remuneration, the ordering party is obliged to pay the contractual penalty amounting to 10% of gross contractual remuneration, in case when the contractor withdraws from the agreement due to attributable to the ordering party delay in payment of remuneration, exceeding more than 30 days, if the ordering party does not perform payment within next 15 days calculating from the day of a default notice. Agreement provides the possibility to claim supplementary compensation on general terms, excluding lost benefits.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to a fact that its value is greater than the 10% of the Company's equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 48/2012 of 21 November 2012 - Entering into an agreement related to the substantial agreement

Management Board of Qumak-Sekom S.A. informs that on November 20th, 2012, there was concluded an Agreement between Karpacką Spółką Gazownictwa Sp. z o.o. Oddział Zakład Gazowniczy in Crakow and Qumak-Sekom S.A. (hereafter referred to as "Company").

 

Subject of this Agreement is performing additional works related to realization by the Company of an investment task called: rebuilding a wall and garages, building garages, gate-house, server facility, together with delivery and assembly of equipment, as well as reconstruction of a road layout and building of a technical infrastructure. This investment is realized by the Company on the basis of an agreement of 12th December 2011 (hereafter referred to as "Basic Agreement"), about which the Company has informed in a current report no. 43/2011 of 13th December 2011.

 

For executing the subject of the Agreement there was set a lump-sum remuneration amounting to 674,500.00 PLN net. Total remuneration due to realization of the investment being a subject of the Basic Agreement together with additional works is 9,964,500.00 PLN net.

 

With regard to the necessity to perform additional works described in this Agreement the deadline of the Agreement is changed and it is set for 28th April 2014.

 

Agreement does not include provisions concerning contractual penalties, using as a reference resolutions of the Basic Agreement in this respect. Other conditions of the Agreement do not differ from market standards applied in contracts of such type. Value of the Agreement, including the Basic Agreement, exceeds 10% of Qumak-Sekom S.A. equity, and at the same time meets criteria for a substantial contract.

 

Legal ground: RMF GPW §5 section.1 point.3

 

Current report no. 47/2012 of 15 November 2012 - Entering into the substantial agreement

Management Board of Qumak-Sekom S.A. (later as the "Company") informs that on November 15th, 2012, there was signed an Agreement with between the Company and Powszechna Kasa Oszczędności Bank Polski S.A. (later as the "Bank").

 

Subject of the Agreement is a comprehensive service of delivering to around 1250 located in Poland branch offices and Bank headquarters generic desktop and portable computer sets together with installed software, as well as performing exchange of equipment according to schedule that was set. Subject of the Agreement covers buying computer equipment used in the Bank so far. Within the agreement the Company will give a 48-month warranty for delivered equipment.

 

According to the Agreement works covered by its subject will be executed till 30th June 2012, and remaining services will be delivered till 14th November 2016.

 

Management Board of the Company estimates that the aggregate value of services resulting from the services provided by the Company under this Agreement in the whole period of its term will amount to around 93,000,000.00 PLN gross. Total actual value of the Agreement will be set as the number of ordered equipment multiplied by prices of particular corresponding units.

 

Agreement includes resolutions concerning contractual penalties among others in case of not keeping by the Company deadlines for executing subject of the Agreement, in the following cases:

• altering by the Company of a detailed schedule within 3 working days before planned realization of the Agreement's subject - 2% of value of the equipment that was to be delivered to a particular location in accordance with the schedule
• altering by the Company of a detailed schedule within 1 working day before realization of the Agreement's subject - 4% of value of the equipment that was to be delivered to a particular location in accordance with the schedule
• canceling by the Company a realization of the Agreement's subject in given location or lack of information on not realizing installation in given location on the day of its scheduled execution in a detailed schedule - 5,000 PLN for every canceled installation or lack of information
• delay in providing warranty service for reasons attributable to the Company, bank has right to calculate a contractual penalty amounting to 2.5% of purchase value of the equipment that has not been serviced, for every day of delay that has begun, moreover the penalty will not be calculated if the Company will provide a defect free substitute equipment
• delay in delivering the equipment for reasons attributable to the Company in a delay in realization of the Agreement in set deadline, there will be calculated a penalty amounting to 2.5% of purchase value of not delivered equipment for every day of delay that has begun. Agreement provides the possibility to claim supplementary compensation, on general terms, excluding lost benefits.

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that the estimated value of provided services under the agreement within the period of its term will exceed 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 46/2012 of 13 November 2012 - Entering into the substantial agreement

Management Board of Qumak-Sekom S.A. informs that on November 13th, 2012, there was signed an Agreement with the National Treasury - the Ministry of Finance.

 

Subject of the Agreement is performing reconstruction of a local computer network in the facility of the Ministry of Finance and delivery of active devices. Subject of the contract covers also, as a right to have an option, execution of structural wiring within a BMS network and providing a post-warranty service and technical assistance within the period of 36 months. These works will be ordered as an option not later than during two weeks after signing this Agreement.

 

For execution of the subject of the Agreement the contractor will receive in total a remuneration of maximum amount of 36,857,068.07 PLN gross (including remuneration for optional works).

 

Execution of subject of the Agreement is scheduled to take place within 9 months from the day of a protocol of delivery of the area of works, but not later than till 31st October 2013 within the scope of works being a basic subject matter of the Agreement.

 

With regard to penalties, the Agreement provides calculation of contractual penalties among others for:

• withdrawal from the Agreement for reasons attributable to the Contractor in the amount of 10% of gross value of the Agreement
• crossing a deadline for realization of stages of works, the Contractor will pay a contractual penalty in the amount of 0.05% of gross remuneration for given stage for every day of delay that has begun
• crossing a deadline for realization of product or service, the Contractor will pay a penalty amounting to 0.1% of value of the product's unit or service for every day of delay that has begun, unless the Contractor will keep the deadline for realization of a stage.

The Agreement includes also provisions concerning penalties for delay in performing service. Calculated penalties are independent from one another. Restricted contractual penalties do not preclude the right to claim compensation, on general terms, exceeding the value of restricted contractual penalties excluding lost benefits.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom SA equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 45/2012 of 13 November 2012 - Entering into a contract related to the substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received a copy of Agreement signed in a circulation mode between Qumak-Sekom S.A.and City of Gdynia Commune.

 

Subject of the above mentioned Agreement, dated as of 30th October 2012, is performing supplementary works concerning construction of conduits of electrical installations for the needs of conduits of cables for the City's Backbone Network in Gdynia, within a task called "Integrated Traffic Management System TRISTAR" executed by the Company. This Agreement is related to realization of a contract for designing and construction of an integrated management system of private vehicles traffic and public transportation, together with a dynamic system of traffic control and construction of component systems, realized in the area of Gdańsk, Gdynia and Sopot. The Company informed about this contract in the current report no. 7/2012 of 20 February 2012.

 

Deadline for the works in the Agreement's subject was set for 31.12.2013.

 

For execution of the subject of the Agreement there was set a remuneration amounting to 1,371,449.54 PLN net.

 

Agreement provides calculation of contractual penalties for delay in performing works for reasons not attributable to the Ordering Party, amounting to 0.1% of gross remuneration for every day of delay, similarly as for delay in announcing readiness for acceptance of works and for delay in removing defects and failures. In case of withdrawal from the Agreement for reasons not attributable to the Ordering Party there will be calculated a penalty amounting to 10% of gross contractual penalty. Payment of contractual penalties does not exclude the right to claim on general terms a supplementary compensation to the value level of an actual damage suffered.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract is broadening the scope of performed works on the grounds of a substantial agreement, which value exceeds 10% of Qumak-Sekom S.A. equity and is directly related to it.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 44/2012 of 9 November 2012 - Entering into substantial framework agreement for providing services

Management Board of Qumak-Sekom S.A. (later as "Company") informs that on November 8th, 2012, the Company received a copy of framework agreement for providing services, concluded in a circulation mode with Polska Telefonia Komórkowa - Centertel Sp. z o.o. (hereafter referred to as "PTK")

 

Subject of the Agreement, dated as of 31st October 2012, is providing outsourcing services. These services will be granted on the basis of detailed orders put forward by PTK, prepared on he grounds of a list and price-list of services.


The Agreement was concluded for an unspecified period.

 

Management Board of the Company estimates that the total value of services due to outsourcing provided to PTK by the Company in the period of one year will exceed equivalent of 10% of the Company's equity.

 

The Contract includes resolutions concerning contractual penalties in case of breach of obligation to keep classified information confidential and Good Practices Code resulting from the non-discrimination rule of alternative operators, but their amount will not exceed 10% of the estimated value of the Agreement. Moreover, the Agreement provides the possibility to claim compensation on general terms for all damages suffered due to non-performance and improper performance of the agreement.

 

Other conditions of the Agreement do not differ from market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to the fact that estimated value of services provided in the concluded agreement within the period of 5 years will exceed 10% of the Company's equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 43/2012 of 9 November 2012 - Entering into an agreement related to realization of the substantial agreement

Management Board of Qumak-Sekom S.A. informs that on November 8th, 2012, the Company received a copy of signed in a circulation mode Agreement concluded between Qumak-Sekom S.A. and Mazowiecki Port Lotniczy Warszawa-Modlin Sp. z o.o.

 

Subject of the above-mentioned Agreement, dated as of 7th November 2012, is execution of additional works within an investment task covering reconstruction with upward extension of the building with its designation for a central server room, supervisory center, and room for the protection of classified information division for Warsaw/Modlin Airport. This task is realized by the Company on the basis of the agreement of 6th December 2011 concluded with Mazowiecki Port Lotniczy Warszawa-Modlin Sp. z o.o., this information was provided in the current report no. 42/2011 of 7 December 2011.

 

For executing the subject of the Agreement there was set a lump sum remuneration amounting to 434,895.00 PLN net.


Total value of works performed by the Company on the basis of mentioned Agreement and agreement of 6th December 2011, within the reconstruction of Modlin airport, is 16,859,207.15 PLN net.

 

Deadline for executing the works was set for 9 November 2012.

 

Agreement provides calculation of contractual penalties for delay in proper performance of works, but their maximal value reaches 20% of contractual net remuneration. Moreover, penalty in the same amount will be calculated in case of withdrawal from the agreement due to reasons attributable to contractor. Payment of contractual penalties does not preclude the right to claim compensation on general terms exceeding the value of restricted penalty.

 

Other conditions of the Agreement do not differ from market standards applied in contracts of such type. Contract is an agreement broadening the scope of works described in substantial agreement, and their total value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 42/2012 of 31 October 2012 - Entering into the substantial cooperation agreement

Management Board of Qumak-Sekom S.A. informs that there was signed in a circulation mode a cooperation Agreement with Telekomunikacja Polska S.A. (later referred to as "TP").

 

Parties of the agreement have decided on cooperating within the scope of sale of ICT services and services of collocation for Qumak-Sekom S.A. (later as "Company") or its clients. Within the frames of the agreement's subject TP undertakes to be ready to provide such services and conclude appropriate agreements in this regard. The Company is obliged to make payments to TP due to provided services by TP. Simultaneously the Company undertakes that value of invoices issued due to these projects by TP or company from TP's group of companies in 2012 will amount at least to 20.000.000,00 PLN net, and in 2013 till 30 June, at least to 8.000.000,00 PLN. The Agreement provides a minimal amount of margin due to executed projects, and also includes the obligation of the Company to conclude till 31.12.2012 an agreement concerning granting services of collocation in facilities of TP for a remuneration not lower than 500.000,00 PLN net.

 

The Agreement is concluded for a specified period till 30.06.2013.


Signing this Agreement is related to conclusion of an agreement for performing by the Company a Backup Data Processing Center of TP in Psary.

 

The Agreement provides payment of contractual penalties, among others, in case of failure to meet conditions concerning the value of invoices issued by TP during 2012 and 2013. The biggest penalty was provided in case when value of invoices issued by TP in 2012 do not exceed the amount of 10,000,000.00 PLN, and it is calculated as an amount standing for the 10% of difference between the amount 20,000,000.00 PLN and the value of invoices issued by TP with regard to projects described in the cooperation agreement. Penalties undergo reduction to the amount of 5%, and then 2% of the difference between the amount 20,000,000.00 PLN and the value of invoices issued by TP with reduction of this difference. Moreover, for the year 2013 a penalty is an amount calculated as 10% of difference between the amount of 8,000,000.00 PLN and the value of invoices issued by TP with regard to projects described in the cooperation agreement. There were also described penalties for not realizing margins due to projects, however, their maximal value is not substantial. The Agreement provides the possibility to claim compensation, on general terms excluding lost benefits, exceeding the value of contractual penalties restricted in this agreement.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom SA equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 41/2012 of 31 October 2012 - Entering into the substantial agreement

Management Board of Qumak-Sekom S.A. informs that there was signed in a circulation mode an Agreement with Telekomunikacja Polska S.A. (hereafter referred to as "TP").

 

Subject of the Agreement, dated as of 18 October 2012, is execution by Qumak-Sekom S.A. (hereafter as "Contractor") the Backup Data Processing Center TP in Psary, basing on existing infrastructure of the facility.

 

For performing the subject of the Agreement there was set a remuneration in the amount of 11,998,000.00 PLN net.


Deadline for realization of the Agreement's subject was set to 28.06.2013.

 

Signing this Agreement is connected with the offer of cooperation filed by the Contractor to the TP in projects realized by the Contractor. In accordance to this offer and described above Agreement, parties concluded an agreement of cooperation within the scope of ICT services sale and services of collocation by TP to Qumak-Sekom or its clients. The Contractor certifies in this agreement that the value of invoices issued by TP within these projects in 2012 will reach at least 20,000,000.00 PLN net, and in 2013 till 30 June, at least 8,000,000.00 PLN.

 

The Agreement provides payment of contractual penalties, among others, for delay in execution of the agreement in the amount of 0.5% of value of the Agreement for every day of delay, that has begun, in executing a stage or achieving required functionality, for which TP will not be held exclusively responsible and there is no documented case of force majeure. If the delay will exceed 14 days, TP can, independently from these penalties, withdraw from the Agreement in whole or in its part or demand a contractual penalty amounting to 25% of value of the Agreement. Additionally the Agreement includes resolutions concerning penalties due to delays in realization of warranty service.

 

There are also provided penalties in case when the conditions included in the agreement of cooperation, concerning the value of invoices issued by TP during 2012 and 2013, will not be met. The biggest penalty was provided in case when value of invoices issued by TP in 2012 will not exceed the amount of 10,000,000 PLN, and it is calculated as an amount standing for the 10% of difference between the amount 20,000,000 PLN and the value of invoices issued by TP with regard to projects described in the cooperation agreement. Penalties undergo reduction to the amount of 5%, and then 2% of the difference between the amount 20,000,000 PLN and the value of invoices issued by TP with reduction of this difference. Moreover, for the year 2013 a penalty is an amount calculated as 10% of difference between the amount of 8,000,000 PLN and the value of invoices issued by TP with regard to projects described in the cooperation agreement. There were also described penalties for not realizing margins due to projects provided in the Agreement, however, their maximal value is not substantial. The Agreement provides the possibility to claim compensation on general terms amounting to value of contractual penalties restricted in this agreement.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Entering into the substantial agreement - Current report no. 40/2012 of 17 October 2012

Management Board of Qumak-Sekom S.A. informs that on October 17th, 2012, the Company received a copy of signed by both parties Agreement concluded with the University of Warsaw, dated as of 15th October 2012.

 

Subject of the Agreement is sale and delivery of equipment and software within a massive parallel computer installation with high-efficient network of connections. This is an installation incorporating a large number of computing nodes, which are able to work simultaneously connected with each other by a highly efficient network connection. The subject of the Agreement is realized within the frames of a project "Centrum Badań Przedklinicznych i Technologii (CePT)" co-funded by the European Union within the European Fund for Regional Development.

 

For executing the Agreement's subject there was set a total remuneration amounting to 13,960,430.00 PLN net.


Deadline for realization of the Agreement's subject was set for 26th November 2012.


With regard to penalties, the Agreement provides payment of contractual penalties for:

• delay in executing order in given term, in the amount of 0.05% of value of contractual remuneration for every day of delay, however, not more than 5% of the value of Agreement.
• delay in removing defects and irregularities in the system's functioning within a warranty period, in the amount of 0.01% of value for every day of delay, however, not more than 10% of the value of Agreement.

In case of withdrawal from the Agreement for reasons attributable to Qumak-Sekom, the Purchaser may claim payment of contractual penalty in the amount of covering 5% of the value of the agreement's subject.

 

Agreement provides the possibility to claim compensation on general terms in the amount of contractual penalties, restricted in this contract, however, the total responsibility of Qumak-Sekom connected with the Agreement, including contractual penalties, will not exceed the value of the agreement's subject.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 39/2012 of 16 October 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that on October 15th, 2012, there was concluded an Agreement with SPS Construction sp. z o.o. (hereafter referred to as a "Subcontractor").

 

Subject of the Agreement is executing by the Subcontractor construction works within the frames of an investment project realized by Qumak-Sekom S.A., which include building and performing finishing works of DC/MSC (server room) together with the accompanying infrastructure.

 

For execution of the Agreement's subject there was set a lump sum remuneration amounting to 20,312,366.44 PLN net.
Deadline of works was set for 3rd January 2014, then will begin a 45-day period for acquiring a permit for the facility use.

With regard to penalties, the Agreement provides payment of contractual penalties among others for:

• failure to execute the works (or a stage of works) amounting to 0.05% of contractual remuneration for each calendar day of delay due to reasons attributable to the Subcontractor. Similarly in case of delay in the end of stage of works, but then the ground to calculate a penalty is the value of the stage which this delay concerns, moreover penalty is calculated only in case of failure to keep the deadline for construction works.
• failure to remove defects amounting to 0.05% of net value of the stage, which the defect or failure concerns, for each day of delay due to reasons attributable to the Subcontractor.

In case of withdrawal from the Agreement for reasons indicated in the Agreement and attributable to the Subcontractor, the aforementioned will pay a contractual penalty amounting to 3% of contractual remuneration. In case of delay of more than 60 days in acquiring a permit for the facility use, due to fault of the Subcontractor, the aforementioned will pay additionally a penalty amounting to 3% of contractual net remuneration, and delay of execution of the above responsibility caused by crossing a provided by law deadline by administrative bodies will not become the ground to calculate a contractual penalty.

 

Contractual penalties do not exclude entitlement of the Investor to claim on general terms a compensation not exceeding amount of restricted contractual penalties.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom SA equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 38/2012 of 8 October 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received a copy of a General Contractor Agreement of Data Processing Center concluded with SPV Grodzisk Sp. z o.o. (later as "Investor") on 5th October 2012.

 

Subject of the Agreement is execution of an investment project incorporating construction and finishing works of a DC/MSC (server room) facility in Grodzisk Mazowiecki together with technical and accompanying infrastructure, a.o.: parking, internal roads and access roads.

 

Due to realization of mentioned in the Agreement works the lump sum remuneration amounts to 82,676,294.78 PLN net.


Deadline for realization of works was set on 3rd January 2014, then there will begin a 45-day period for acquiring a permit for the facility use.

 

With regard to penalties, the Agreement provides payment of contractual penalties among others for:

• failure to execute the works (or a stage of works) amounting to 0.05% of contractual remuneration for each calendar day of delay due to reasons attributable to the Contractor (or subcontractor). Similarly in case of delay in the end of stage of works, but then the ground to calculate a penalty is the value of the stage which this delay concerns, moreover penalty is calculated only in case of failure to keep the deadline for construction works.
• failure to remove defects amounting to 0.05% of net value of the stage, which the defect or failure concerns, for each day of delay due to reasons attributable to the Contractor.

In case of withdrawal from the Agreement by the Investor, for reasons indicated in the Agreement and attributable to the Contractor, the Contractor will pay a contractual penalty amounting to 3% of contractual remuneration. In case of delay of more than 60 days in acquiring a permit for the facility use, due to fault of the Contractor, the Contractor will pay to the Investor additionally a penalty amounting to 3% of contractual net remuneration, and delay of execution of the above responsibility caused by crossing a provided by law deadline by administrative bodies will not become the ground to calculate a contractual penalty.

 

Contractual penalties do not exclude entitlement of the Investor to claim on general terms a compensation not exceeding amount of restricted contractual penalties.

 

Other conditions of the Agreement do not differ from the market standards applied in contracts of such type. Contract meets criteria for substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 37/2012 of 18 September 2012 - Guidelines of Qumak-Sekom S.A. strategy for the years 2013-2016

Management Board of Qumak-Sekom S.A. informs that after presenting to Supervisory Board guidelines of planned strategy for years 2013-2016, it received on 17th September 2012 a positive opinion on chosen direction of activity.

 

Management of the Company has begun working on the strategy during the last quarter of 2011. Effect of these works are the proposed guidelines of development strategy of the Company for 2013-2016 to be opinioned by the Supervisory Board.

 

Management has defined the following groups of aims to be achieved within the realization of the strategy :

 

The main aim of the strategy :


Change main strategic areas, increase of Qumak-Sekom recognition, increase of valuation of the company and achieving net profitability on the level of 5.7%.

 

Strategic aims:

1. Change of structure of contracts in Qumak-Sekom, increase in scale of projects and entering the new areas of activity.
2. Radical change in the company’s structure allowing to provide service to Customers within the full scope of the company’s offer.
3. Modification of the company’s offer by eliminating the least profitable and the least optimistic in perspective business lines. Focusing on chosen areas, that will constitute for competitive advantage. These are :
a. Intelligent Transportation System - ITS
b. Business Intelligence System and Consulting
c. Security of secret Information and systems of data and transmission security
d. Multimedia Centers of Exposition
e. Intelligent Building Technologies
f. Outsourcing of IT specialists
g. Outsourcing, management and service of computer and telecom systems
h. Integrated multimedia systems of data transmission, visual communication, monitoring and management of facilities
i. Management of services and Enterprise Asset Management
j. Data Center - design, realization, service
k. Advanced systems of providing services to large number of Clients and subscribers
l. Dedicated IT systems for public sector
m. Solutions for aviation covering airport infrastructure and systems of support and airplanes traffic management
n. Systems of monitoring and steering of train traffic

In the Management’s opinion, the described above directions for development and conducting organizational changes within the new strategy, as well as their anticipated effects, will provide increase in value of the Company’s shares

 

During further works on the strategy, the Management will create operational plans for each of presented areas of activity, will design and conduct organizational changes to adjust the Company to optimal and effective actions within chosen directions.

 

Supervisory Board of the Company approved guidelines of development Strategy of Qumak-Sekom S.A. for years 2013-2016 and has recommended its implementation.

 

Legal ground: Art. 56 section 1 point 1 Law on offer - Confidential information

 

Current report no. 36/2012 of 17 August 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that on August 17th, 2012 there was concluded an Annex no. 5 to the Agreement with the Ministry of Foreign Affairs of 1st March 2010.

 

Subject of this Agreement is execution of telecom services. The company has informed about its conclusion in a current report no. 7/2010 of 2nd March 2010.By Annex no. 5 remuneration for execution of the subject of the Agreement was increased to an amount of 39,039,606.13 PLN gross (initially 31,984,793.92 PLN gross). It is the maximal value of remuneration, which in the end will depend on detailed settlement of performed works.Other significant conditions of the Agreement remain unchanged.


The contract meets criteria of substantial agreement due to a fact that its value, together with the Annex, is greater than 10% of Qumak-Sekom S.A. share capital.

 

Legal ground: RMF of 19 February 2009 on current periodic information, § 5 section 1. point 3 RMF

 

Current report no. 35/2012 of 6 July 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. (hereafter referred to as the "Issuer") informs that on July 5th, 2012 it concluded an Agreement with Erbud S.A. (hereafter referred to as the "Ordering Party").

 

Subject of the Agreement is a comprehensive execution of all installations of a building, in particular: electric, telecommunication installations and complete facility installations within the scope of automation and BMS in the office complex of A class "Eurocentrum" at Jerozolimskie Street in Warsaw. Execution of the subject of the Agreement is divided in two Phases.

 

Remuneration due to execution of works included in the Agreement is 32,165,740.71 PLN net (including 24,375,859.82 PLN net for execution of Phase I, and 7,789,880.89 PLN net for works at Phase II). Moreover, there was established in the Agreement additional remuneration for performing works on the premises of rented office complex, which for both phases amounts to net 14,177,594.31 (Phase I - 8,994,330.41 PLN net and Phase II - 5,183,263.90 PLN net). This amount can be realized as whole, in part or can be entirely omitted, depending on ordered and executed works and deliveries.

 

Deadline for realization of Phase I was set as of the maximum 101 weeks from the day of placing an order to start works, however Phase II is to be realized the latest in 97 weeks from the day of placing an order to start Phase II.

 

Beginning of the Phase II is depended on written order placed not later than till 30th June 2014. In case when such order will not be placed within the pointed deadline, the Agreement expires considering the Phase II and will be realized exclusively within the Phase I part.

 

With regard to penalties, the Agreement provides calculation of contractual penalties amounting to 0.1 % of net remuneration for every phase, for every day of delay, a.o.: for crossing intermediate and final deadlines, and for crossing a term of obtaining occupancy permit of the facility for reasons attributable to the Issuer. In case of breach in significant terms of agreement there will be calculated a penalty amounting to 1% of net remuneration for every phase and for every significant breach of the Contract conditions. Moreover, the Agreement includes penalties for delay in removal of defects during the process of partial or final acceptance of works, and during performing warranty responsibilities. Contractual penalties cannot exceed in total 10% of net remuneration for every phase. In case of withdrawal from the Agreement by the Ordering Party for reasons attributable to the Issuer, there will be calculated a penalty amounting to 10% of net remuneration for every phase. Contractual penalties do not preclude the right to claim compensation exceeding the amount of contractual penalties to the value of remuneration.

 

Simultaneously with concluding the Agreement, the Issuer received from the Ordering Party a written order to start works (receiving the order of beginning works, not later than on 20th July 2012, was a condition precedent described in the Agreement).

 

At the same time, considering resolutions of the Agreement described above, this condition was fulfilled and the Agreement is now in effect.

 

Other conditions of the Agreement do not differ from market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to the fact that its value id greater than 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 34/2012 of 3 July 2012 - Conclusion of agreement with Narodowe Centrum Sportu

Management Board of Qumak-Sekom S.A. informs that today the Company received a copy of Agreement between Narodowe Centrum Sportu Sp. z o.o. acting on behalf and in the name of the National Treasury (hereafter referred to as the "Ordering Party") and a Consortium including: Elektrobudowa S.A. (in the role of Leader of Consortium), Qumak-Sekom S.A. and Przedsiębiorstwo Agat S.A. (hereafter referred to as the "Subcontractor").

 

Agreement concluded on June 29th, 2012 refers to contracts - concluded between the consortium incorporating PBG S.A., Hydrobudowa Polska S.A., Alpine Bau Deutschland AG, Alpine Bau GmbH and Alpine Construction Polska S. z o.o. ("Main Contractor"), and a Subcontractor - subject of which was execution of electric power installations, low voltage and BMS within the frames of realization of the National Stadium construction together with an accompanying infrastructure in Warsaw, about which the Company informed with current reports: no. 1/2010 of 8 January 2010, 30/2011 of 7 July 2011, 39/2011 of 28 October 2011, 41/2011 of 3 November 2011, and 5/2012 of 13 February 2012.

 

The Agreement concerns responsibility, scope and way of resolving by the Ordering Party, as the subject jointly and severally obligated to pay remuneration to the Subcontractor, receivables resulting from contracts related to the National Stadium construction in Warsaw together with an accompanying infrastructure, and concluded with the Main Contractor.

 

On the ground of the Agreement, remuneration due to Subcontractor shall be delivered within 3 week days from the day of concluding before the proper court a settlement confirming the amount of not paid receivables by the Main Contractor towards Subcontractor, which by the power of concluded settlement become receivables of the National Treasury towards the Subcontractor. Simultaneously it was established that settlement will be concluded immediately at the first court hearing designated by the court on the subject matter. Payment will be made to the bank account of the Leader of Consortium i.e. Elektrobudowa S.A.

 

In total a remuneration of the Subcontractor resulting from contracts concerning execution of electric power installations, low voltage and BMS within the frames of realization of the National Stadium construction together with an accompanying infrastructure in Warsaw and concluded Agreement is 138,478,191.55 PLN net. Subcontractor has already received until the day of signing the Agreement from the Main Contractor a payment amounting to 114,476,731.43 PLN net.

 

Legal ground: Art. 56 section 1 point 1 Act on Offer - confidential information

 

Current report no. 31/2012/K of 14 June 2012 - Appointing Management Board of Qumak-Sekom S.A. of the new VI term in office - supplementary information

Management Board of Qumak-Sekom S.A., as a result of appointing a Management of new VI term in office by the Supervisory Board of the Company on 14th June 2012, to supplement a current report no. 31/2012 of 14th June 2012, publishes below information concerning members of the Management appointed on 14th June 2012.


Paweł Jaguś - President of the Management Board
Paweł Jaguś graduated from the Faculty of Automatics, Electronics and Electrotechnics at AGH the University of Science and Technology in Krakow. In 1985 he began his work in Huta under the name of T. Sendzimir, in Hot Rolling Mill as a Master Electrician and then as a Manager of the Workplace. In 1991 he was hired by Qumak International Sp. z o.o. as a Specialist Electrician, and then a Help Desk Chief Executive. During years 1999-2002 he acted as Vice President of Management Board, Help Desk Chief Executive in Qumak International Sp. z o.o. During years 2001-2003 he acted as a Board Member, then in years 2003-2006 as a Vice President of Management Board of Qumak-Sekom stock corporation, simultaneously acted as Building Automation Systems Chief Executive. During years 2003-2004 he acted as a Supervisory Board Member in Qumak-Sekom Gdańsk Sp. z o.o. Since March 2006, he is employed as Qumak-Sekom’s President of the Management Board.Paweł Jaguś does not conduct a competitive business activity towards Qumak-Sekom S.A. and does not take part in a competitive company as a business partner of private proprietorship, partnership or as member of body of share-holding company, as well as does not take part in other competitive legal person as a member of its body. Not registered in the Register of Insolvent Debtors prepared on the grounds of the Act on National Court Register.

 

Andrzej Swolkień - Vice President of the Management Board
Andrzej Swolkień graduated from the Faculty of Electronics, majoring in automatics, at AGH the University of Science and Technology in Krakow. He was hired in AGH Computer Science Center in the following positions respectively: assistant, Digital Electronic Machines (EMC) specialist, computer service Manager EMC. During years 1985-1988 he was hired in the Predom-Org corporation, then Biuro-technika stock corporation where he acted as a Marketing Specialist. The next three years he dedicated himself to develop his own business activity. Involved in Qumak International Sp. z o.o. since 1991. During years 1992-1995 he has fulfilled function of a Direct Selling Chief Executive, and during 1995-2002 a Vice President of Management Board and Sales Executive of this company. Since 2001 he is a Board Member and Sales Director, and since 2003 a Vice President of Management Board. At present he is also a Chief Executive of the System Integration Division. Andrzej Swolkień does not conduct a competitive business activity towards Qumak-Sekom S.A. and does not take part in a competitive company as a business partner of private proprietorship, partnership or as member of body of share-holding company, as well as does not take part in other competitive legal person as a member of its body. Not registered in the Register of Insolvent Debtors prepared on the grounds of the Act on National Court Register.

 

Aleksander Plata - Vice President of the Management Board
Aleksander Plata graduated from the Faculty of Trade Economics, majoring in: Economics and Commercial Enterprise Organization at Cracow University of Economics. He completed an Investment Advisor course and also Chief Financial Officer collage organized by Centrum Prywatyzacji. He began his professional carrier in the year 1986 beginning to work in Izba Skarbowa in Krakow. During years 1988-1989 he was employed as a Chief Accountant in Zakład Działalności Gospodarczej PTTK in Krakow. From 1989 up to 1992 he acted as Vice President of Management Board and Chief Financial Officer in SCAN Sp. z o.o., and in years 1991-1994 acted as Vice President of Management Board and Chief Financial Officer in System 3000 Sp. z o.o. In 1994 he was employed in MGeyer So. z o.o. as Chief Accountant. From 1995 he is involved in Qumak International Sp. z o.o. where he acted as Vice President of Management Board - Chief Financial Officer, fulfilling this duty till 2002. In 1999 he was appointed the President of Management Board of Gandalf Polska Sp. z o.o., and then in 2000 a Supervisory Board Member, and then Member of Blue Bridge Sp. z o.o. Board. During years 2001-2004 he acted as a Supervisory Board Member in Qumak-Sekom Gdańsk Sp. z o.o. Since 1999 acts as Vice President of Management Board - Chief Financial Officer of Qumak-Sekom S.A. Aleksander Plata does not conduct a competitive business activity towards Qumak-Sekom S.A. and does not take part in a competitive company as a business partner of private proprietorship, partnership or as member of body of share-holding company, as well as does not take part in other competitive legal person as a member of its body. Not registered in the Register of Insolvent Debtors prepared on the grounds of the Act on National Court Register.

 

Jan Goliński - Vice President of the Management Board
Jan Goliński graduated from the Faculty of Electrotechnics, Automatics and Electronics at AGH the University of Science and Technology in Krakow. He has finished management trainings in Japan and Great Britain, he has also taken part in East-West Entrepreneurship Exchange Program in Toronto. During years 1980-1983 he was hired in the University of Science and Technology in Krakow. In year 1988 he began his work at Huta under the name of T. Sendzimir, respectively as senior clerk, self reliant automation technologist, automation specialist, Computer Science Department executive. Since 1995 he is involved in Qumak International sp. z o.o., fulfilling duty of Platinum Division Director and DSI Chief Executive. In 1999 he was appointed a Vice President of Management Board of Qumak International Sp. z o.o. During years 2002-2003 he acted as Board Member, DSI Chief Executive in Qumak-Sekom stock corporation. Since July 2003 he acts as Vice President of Management Board, Business Applications Chief Executive in Qumak-Sekom S.A. Jan Goliński does not conduct a competitive business activity towards Qumak-Sekom S.A. and does not take part in a competitive company as a business partner of private proprietorship, partnership or as member of body of share-holding company, as well as does not take part in other competitive legal person as a member of its body. Not registered in the Register of Insolvent Debtors prepared on the grounds of the Act on National Court Register.

 

Legal ground: RMF on current and periodic information, §5 section.1 pkt. 22 and §28

Signatures of persons representing the Company: Paweł Jaguś - President of the Management Board; Aleksander Plata - Vice President of the Management Board

 

Current report no. 33/2012 of 20 June 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company signed the Annex no. 2 to the Agreement between Mazowiecki Port Lotniczy Warszawa-Modlin Sp. z o.o. and Qumak-Sekom S.A., concluded on 6 December 2011.

 

Subject of this Agreement is execution of renovation with upward construction of a building, with its adjustment for a central server room, supervision center and rooms dedicated to protection of classified information division for the Warszawa/Modlin Airport, within the frames of a modernization project of the Modlin airport. For execution of the subject of Agreement there was set a lump sum remuneration in the amount of 16,424,312.15 PLN net. The Company has informed on conclusion of this Agreement in current report no. 42/2011 of 7 December 2011.

 

By Annex no. 2 a deadline for completion of works was altered to the day of 17 July 2012 (primary term for realization was 31 May 2012).

 

Other essential conditions of the Agreement remain unchanged.Contract meet criteria of substantial agreement due to a fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF GPW §5 section 1 point 3

 

Current report no. 32/2012 of 15 June 2012 - List of shareholders holding at least 5% numbers of votes on OGM of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. in attachment publishes a list of shareholders holding at least 5% of total number of votes at the Ordinary General Meeting of the Company that has took place on 12 June 2012.

 

Legal ground: Act on offer Art.70 point 3

 

Current report no. 31/2012 of 14 June 2012 - Appointing Management Board of Qumak-Sekom S.A. of the new VI term of office

Management Board of Qumak-Sekom S.A. informs that due to end of the V term of office of Management of the Company, the Supervisory Board on the meeting of 14 June 2012 has set the number of Management members of the VI term of office as 4 persons and appointed to membership of Management of new term the following persons, simultaneously entrusting the following functions:

 

Paweł Jaguś - President of the Management Board
Andrzej Swolkień - Vice President of the Management Board
Aleksander Plata - Vice President of the Management Board
Jan Goliński - Vice President of the Management Board.

 

All these persons have already fulfilled functions in Management of the Company and their professional bios are published on the Company's website (www.qumak.pl).

 

Legal ground: RMF GPW §5 section 1 point 21 and 22

 

Current report no. 30/2012 of 13 June 2012 - Resolutions adopted by OGM of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. publishes in attachment content of resolutions adopted by Ordinary General Meeting of the Company on June 12th, 2012.

 

General Meeting did not refrain from considering any point in agenda that was published by the Company in current report no. 23/2012 of 10 May 2012. During the meeting there were reported no objections with demand to be entered to minutes.

 

Legal ground: RMF GPW §38 section 1 point 5

 

Current report no. 29/2012 of 12 June 2012 - Decision on division of net profit of the Company for financial year 2011 - resolution of Ordinary General Meeting of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. informs that on June 12th, 2012 Ordinary General Meeting of the Company adopted a resolution concerning division of profit for 2011.

 

In accordance with a resolution of Ordinary General Meeting net profit of the Company for 2011 in the amount of 13,267,777.16 PLN (in words: thirteen million two hundred sixty seven thousand seven hundred seventy seven zloty sixteen grosz) is divided in the following way:

1. part of net profit for the financial year 2011 in the amount of 7,781,311.50 PLN (in words: seven million seven hundred eighty one thousand three hundred eleven zloty fifty grosz), what gives 0.75 per one share PLN (in words: seventy five grosz), will be used for reserve fund for optional use for payment of dividend for Company's shareholders in subsequent term.
2. remaining part of net profit for financial year 2011 in the amount of 5,486,465.66 PLN (in words: five million four hundred eighty six thousand four hundred sixty five zloty sixty six grosz) will be used for reserve capital.

Resolution entered into force on the day of its adopting.

 

Resolution of Ordinary General Meeting is consistent with a draft of resolution concerning profit division for 2011, was put forward during General Meeting by shareholders of the Company, being simultaneously members of Management Board.

 

Shareholders, when putting forward such draft of resolution, have presented also its justification that is found below:


"Management of Qumak-Sekom SA applied for using part of net profit for 2011 to dividend for shareholders. However, rapid change in market environment surrounding the Company, in particular in construction sector in which the Company works (filing an application for bankruptcy with possibility to make agreement by Hydrobudowa Polska S.A. and possible to occur problems with claiming remuneration due to works on the National Stadium in a foreseeable period), results in shareholders, who are simultaneously members of Management of the Company, proposal to use part of net profit for 2011 for reserve capital with possibility to use it for payment of dividend for company's shareholders within next period, after a positive problem solution of receivables concerning the National Stadium. Putting forward such proposal shareholders have intentions of the best interest of the Company and its shareholders within long period of time, necessity to provide the Company with a financial security and safety of its capital needs resulting from engagement in large investment projects."


Draft of Management that have been put forward previously included dividend payment in the amount of 7,781,311.50 PLN, (0.75 PLN per one share), the remaining part of net profit for the financial year 2011 in the amount of 5,486,465.66 PLN was to be used for a reserve capital.


Moreover, on May 28th, 2012 the Company received a draft of resolution concerning profit division for the financial year 2011 and setting dividend day and dividend payment date applied by Powszechne Towarzystwo Emerytalne PZU S.A. acting on behalf of OFE PZU "Złota Jesień", proposing to use for payment of dividend to shareholders of the Company the amount of 10,375,082.00 PLN (what is 1.00 PLN per one share) and a remaining part of net profit in the amount of 2,892,695.16 PLN for reserve capital.


As a result of achieved required majority of votes and adopting by General Meeting the resolution on net profit for the financial year 2011 division in the quoted wording, the above proposal was not put to vote.

 

Legal ground: RMF GPW §38 section.1 point.7

 

Current report no. 27/2012 of 28 May 2012 - Draft of resolution at the Ordinary General Meeting applied by Shareholder

Management Board of Qumak-Sekom S.A. informs that on May 28th , 2012 the Company received a draft of resolution at Ordinary General Meeting, convened at the day of 12 June 2012, delivered by the authorized shareholder, Powszechne Towarzystwo Emerytalne PZU S.A., acting on behalf of Otwarty Fundusz Emerytalny PZU "Złota Jesień" pursuant to the art. 401 § 4 of Commercial Companies Code. Draft concerns a resolution on division of profit for the financial year 2011 and establishing dividend and dividend payment date, and it includes appropriate justification.


Applied resolution draft is attached to this report.

 

Moreover we would like to remind that all materials are published on the Company's website www.qumak.pl.

 

Current report no. 26/2012 of 24 May 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that on May 23rd , 2012, the Company received a copy of signed by all parties and accepted by the Investor Subcontractor Agreement concluded between Qumak-Sekom S.A. ("Ordering Party") and Instalłuk Sp. z o.o. ("Subcontractor").

 

Subject of this Agreement is a comprehensive execution by the Subcontractor of system and local cable ducts together with accompanying works and supervision over handed documentation within the frames of realization of the Integrated Traffic Management System TRISTAR.

 

The Agreement was accepted by the Investor on 23rd May 2012, which is the City of Gdynia Commune (acting also on behalf of the City of Sopot Commune and the City of Gdańsk Commune), an at the same time it came into force and remains in full effect.


For execution of the subject of Agreement there was set a remuneration in the amount of 20,500,000.00 PLN net.

 

Agreement provides calculation of contractual penalties among others for delay in execution of the Agreement, similarly in case of crossing intermediate deadlines, and delays in removal of defects in the amount of 0.45% of remuneration for every day of delay. Penalty shall be calculated if the delay resulted from reasons not attributable to the Ordering Party. Moreover, for withdrawal from the Agreement there will be calculated a penalty in the amount of 10% of gross remuneration.

 

Independently from contractual penalties parties have right to claim a supplementary compensation on general terms.


Other conditions of the Agreement do not differ from market standards applied in contracts of such type.Agreement meets criteria of substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 25/2012 of 22 May 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that on May 21st, 2012 the Company received a copy of signed by all parties Agreement concluded between a consortium including Warbud S.A. (in the role of leader of consortium), Imtech Sp. z o.o. and Qumak-Sekom S.A. and the Medical University of Warsaw, dated as of 15 May 2012.

 

Subject of this Agreement is execution of an Investment under the name "Construction of a Pediatric Hospital of the Medical University of Warsaw" and gaining a legally binding occupancy permit of construction facilities included in the scope of Investment.

 

For execution of subject of Agreement there was set a gross lump-sum remuneration amounting to 347,062,814.40 PLN, and value of works in the scope of Qumak-Sekom S.A. is 53,382,000.00 PLN gross.


Deadline for realization of subject of the Agreement, together with gaining legally binding occupancy permit of the subject of agreement, was set for 32 months from the day of concluding the Agreement, i.e., from 15 January 2012.


Agreement provides calculation of the following contractual penalties:

• 0.1% of gross remuneration for non-performance or improper performance of the subject of the Agreement within deadline for execution of construction-assemble works for every day of delay;
• 0.01% of gross remuneration for not executing the subject of Agreement within deadline for gaining legally binding occupancy permit for every day of delay;
• 0.02% of gross remuneration for delay in removal of defects found at works acceptance or in the period of warranty for every day of delay;
• 0.01% of gross remuneration for each case of execution of the Agreement's subject part by an entity not reported or not approved as the subcontractor by the Ordering Party, similarly as in each case of not reporting for acceptance works to be covered up or put out of view;
• 10% of gross remuneration for withdrawal from Agreement for reasons attributable to the contractor.

Notwithstanding contractual penalties parties have right to claim supplementary compensation on general terms, but the value of compensation cannot be greater than gross value of the Agreement.

 

Remaining conditions of the Agreement do not differ from market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 24/2012 of 10 May 2012 - Drafts of resolutions, appendixes and documentation concerning the Ordinary General Meeting of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. acting upon § 38 section 1 point 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information transferred by issuers of securities, encloses in attachment drafts of resolutions being a subject of session of the Ordinary General Meeting of Qumak-Sekom S.A. Shareholders, which shall take place on 12 June 2012, appendixes to drafts of resolutions and remaining documentation being the subject of session of the General Meeting.

 

Moreover, we inform that all materials are published on the Company’s website: www.qumak.pl.

 

Legal ground: RMF GPW §38 section 1 point 1

 

Current report no. 23/2012 of 10 May 2012 - Notice concerning convocation of the Ordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

Management Board of joint-stock Company "QUMAK-SEKOM" in Warsaw, entered into the National Court Register, 12th Commercial Division of the National Court Register, Warsaw District Court, under the number 0000019455 - acting pursuant to the art. 399 § 1, art. 402 § 1 and 2 in conjunction with the article 398 of Code of commercial companies and the Articles of Association of the Company - is convening on the day of 12 June 2011 an Ordinary General Meeting of Shareholders of the Company, which shall start at 11:00 a.m., in the company’s office in Warsaw at 94 Jerozolimskie Street.

 

The Meeting’s agenda:

1. Opening of General Meeting.
2. Election of chairman of the General Meeting.
3. Verification of the validity of convocation of the Ordinary General Meeting and its authority to adopt resolutions.
4. Adoption of the General Meeting agenda.
5. Presentation of the financial statement for the financial year 2011 and the Management Board statement on the Company’s activity in the financial year 2011.
6. Presentation of the Supervisory Board Reports for the year 2011, including:
a. report on the Supervisory Board’s activity in 2011,
b. Supervisory Board report on results of evaluation of the 2011 financial statement, and the Management Board’s report on activity of the Company for the financial year 2011,
c. Supervisory Board’s report on results of evaluation of the Management Board’s request concerning division of the Company's profit for the financial year 2011.
7. Adoption of resolutions regarding the approval of financial statement for the financial year 2011 and the Management Board’s report on activity of the Company in the financial year 2011.
8. Adoption of resolution on approval of the Supervisory Board’s reports for the year 2011 specified in the point 6 above.
9. Adoption of resolutions concerning the division of profit for the financial year 2011, and the dividend payment, setting of the record date and dividend payment date.
10. Adoption of resolutions concerning acknowledgment of the fulfillment of duties by members of the Management Board during the financial year 2011.
11. Adoption of resolutions concerning acknowledgment of the fulfillment of duties by members of the Supervisory Board during the financial year 2011.
12. Adoption of a resolution on amendment of General Meeting Bylaws and its consolidated text.
13. Closing of General Meeting.

Registration date for participation in the Ordinary General Meeting is established at 16 days before the date of the Meeting, i.e., on 27 May 2012.

 

Right to attend the Ordinary General Meeting


The right to attend the Ordinary General Meeting have persons who are shareholders of the Company on 16 days before the date of the Ordinary General Meeting, i.e., on the day of registration of participation in general meeting. Authorized with dematerialized bearer shares of the Company Qumak-Sekom S.A. not earlier than after the notice of convocation of the General Meeting and no later than the first working day after the date of registration of participation in the General Meeting shall notify the operator of securities account about the request to issue a personal certificate of right to participate in the Ordinary General Meeting. In the contents of the certificate in accordance with the will of shareholder there should be pointed a part or all of the shares registered in his securities account.

 

Right to demand placing certain matters on the agenda of the Ordinary General Meeting


Shareholder or shareholders representing at least one-twentieth of the share capital may request the inclusion of certain matters on the agenda of the Ordinary General Meeting. The request should be reported to the Management Board not later than twenty one days before the scheduled meeting, i.e., till the day of May 22, 2012. The request should include a justification or a draft of resolution on the proposed agenda item. The Management Board immediately, but not later than on eighteen days before the scheduled General Meeting, i.e., till May 25, 2012, announces changes to the agenda, introduced at the request of shareholders. The announcement takes place in a way compatible with a convened general meeting. Requests should be sent to the headquarters of the company or in electronic form to the address: walne.zgromadzenie@qumak.pl. The request should be accompanied by documents confirming the right to submit this request. In case of shareholders who reported the request using electronic means of communication, documents should be sent in a PDF format.

 

Right to submit drafts of resolutions related to matters on the agenda or matters to be placed on the agenda before the Meeting term


Shareholder or shareholders of the Company representing at least one twentieth of the share capital have the right before the date of the Ordinary General Meeting to report to the Company in writing or by using electronic means of communication, drafts of resolutions on matters added to the agenda of the Ordinary General Meeting or matters, to be placed on the agenda. The Company shall immediately announce draft resolutions on the Company's website. Draft resolutions with reasoning should be sent to the headquarters of the company or in electronic form to the address: walne.zgromadzenie@qumak.pl. The requests must be accompanied by documents confirming the right to submit this request. In case of shareholders who report the request using electronic means of communication, documents should be sent in a PDF format.

 

Right to submit draft resolutions related to matters added to the agenda of the Meeting


Each of the shareholders may, during the general meeting, submit draft of resolutions on matters added to the agenda. Moreover, a shareholder has the right to suggest amendments and additions to the drafts of resolutions covered by the agenda of Ordinary General Meeting - till the time of closing the discussion on agenda item covering the draft of resolution, which such proposal concerns. These proposals, together with a brief justification, should be submitted in writing - separately for each of draft of resolution - with giving the name and surname or company (name) of the shareholder, to the hands of Chairman of the General Meeting.

 

Execution of voting right by a proxy

 

1. In accordance with article 412 of the Code of Commercial Companies, shareholders have right to participate in the Ordinary General Meeting and execute voting rights in person or by proxy. Power of attorney shall be granted in writing or in an electronic form. Representatives of legal entities shall provide current copies of relevant court records listing the persons authorized to represent these entities. Persons not listed in the above mentioned extract should present appropriate power of attorney signed by persons authorized to represent the entity.
2. Power of attorney to attend the General Meeting of the Company and to exercise voting rights may be granted in an electronic form. Granting power of attorney in an electronic form does not require a secure electronic signature to be verified by a valid qualified certificate. Power of attorney granted in electronic form should ensure the identification of a shareholder and a proxy.
3.Power of attorney granted in an electronic form should be sent to the following email address: walne.zgromadzenie@qumak.pl at least one day before the Ordinary General Meeting term.
4. Shareholders shall be allowed to participate in the Ordinary General Meeting upon presentation of identity proof, and representatives upon presentation of proof of identity and a valid power of attorney granted in writing or in an electronic form (in the latter case a representative should present power of attorney printed from a PDF format). Representatives of legal entities or Partnerships must in addition provide current copies of relevant registers, listing the persons authorized to represent these entities.
5. The company provides on its website (www.qumak.pl) and in the company's headquarters forms to be used to vote by proxy.
6. If a proxy at the general meeting of a public company is a member of the management board, supervisory board member or employee of the Company, power of attorney may authorize to represent only at the Ordinary General Meeting on 12 June 2012. Representative has a duty to disclose to the shareholder the circumstances pointing to existing or the possibility of existing of a conflict of interest. Granting further power of attorney is disabled. Representative shall vote in accordance with instructions given by the shareholder.

The full text of documentation to be presented to the Ordinary General Meeting, and drafts of resolutions, together with justification of the Management Board and an opinion of the Supervisory Board of the Company, on the matters on the agenda or matters to be placed on the agenda before the General Meeting day, is placed from day of convening the Ordinary General Meeting of the Company's website (www.qumak.pl). These documents are immediately updated in case of any changes in accordance with the provisions of Code of Commercial Companies. A person entitled to attend the Ordinary General Meeting may also obtain copies of the above mentioned documentation in the Company's headquarters.

 

The Company establishes a list of shareholders entitled to participate in the Ordinary General Meeting based on the list submitted to it by the National Depository for Securities, that was established on the basis of issued by entities conducting personal securities accounts, personal certificates of right to participate in the meeting. The list of eligible to participate in the Ordinary General Meeting shall be available to view to shareholders on three working days before the Meeting in the Company's headquarters. A shareholder may request for the list of shareholders to be sent free of charge to him by e-mail, by giving an address to which the list should be sent. It is recommended to shareholders to acquire certificates of right to participate in an Extraordinary General Meeting and to check whether the shareholder has been included in the list of shareholders authorized to participate in the General Meeting and take it along with him/her on the day of the Ordinary General Meeting.

Risk associated with the use of electronic form of communication, in particular sending demand to place particular matters on the agenda of an Extraordinary General Meeting, application of draft resolutions related to the matters on agenda or matters which are to be placed on the agenda before the Meeting day, as well as informing the Company about appointing a proxy to the e-mail address specified in this notice, lies on the side of a Shareholder.


Company's Articles of Association do not provide a possibility of participation in the General Meeting by the use of electronic means of communication.

 

Legal ground: RMF GPW §38 section 1 point 1

 

Current report no. 22/2012 of 10 May 2012 - Election of an auditing expert

Management Board of Qumak-Sekom S.A. informs that on May 10, 2012 the Supervisory Board - the body empowered under the Articles of Association - pursuant to resolution no. VI/06/12 has selected an entity authorized to audit financial statements of the Company.

 

This entity is the company Grand Thornton Frąckowiak Sp. z o.o. Sp. k. with its seat in Poznań, 2 Wiosny Ludów Square.

 

Grand Thornton Frąckowiak Sp. z o.o. Sp. k., with registered office in Poznań, was chosen to review a separate semi-annual financial report of the Company for the I half of 2012 and to audit the annual financial report for the year 2012.

 

Company used services of Grand Thornton Frąckowiak Sp. z o.o. Sp. k. in 2010 and 2011, during the review of separate semi-annual financial report for the I half of the years, as well as during the audit of the annual financial reports for these years.

 

Agreement with the above auditing expert shall be concluded for the period of conducting mentioned audits.

 

Legal ground: RMF GPW § 5 section 1 point 19

 

Current report no. 21/2012 of 10 May 2012 - Recommendation of the Qumak-Sekom S.A. Supervisory Board regarding a dividend payment

Management Board of Qumak-Sekom S.A. informs that on May 10, 2011 the Supervisory Board by adopting a resolution no. VI/03/12 granted a positive opinion to the request of Management Board directed to the Ordinary General Meeting concerning division of profit and payment of dividend for shareholders of the Company.

 

According to this request a net profit for financial year 2011 in the amount of 13,267,777.16 PLN (in words: thirteen million two hundred sixty seven thousands seven hundred seventy seven zloty sixteen grosz) shall be divided in the following way:

a. part of the net profit in financial year 2011 in the amount of 7,781,311.50 PLN (in words: seven million seven hundred eighty one thousands three hundred eleven zloty fifty grosz) shall be allocated for the dividend for Qumak-Sekom SA shareholders. The amount of dividend per one share will be PLN 0.75 (in words: seventy five grosz),
b. remaining part of the net profit in financial year 2011 in the amount 5,486,465.66 PLN (in words: five million four hundred eighty six thousands four hundred sixty five zloty sixty six grosz) shall be allocated for reserve capital.

The Supervisory Board of Qumak-Sekom S.A. requests the General Meeting to adopt a resolution concerning division of profit complying with the terms above.

Statement of the Supervisory Board on evaluation of the Management Board’s request concerning division of profit for the financial year 2011 constitutes an attachment to this report.


PDF

 

Current report no. 20/2012 of 30 April 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that the Company received signed by both parties copy of Annex no. 4 to the Agreement with the Ministry of Foreign Affairs of 1 March 2010.

 

Subject of this Agreement is execution of telecommunication services. The Company has informed about concluding of the Agreement in a current report no. 7/2010 of 2 March 2010.

 

With Annex no. 4 dated as of 27 April 2012, deadline for realization of the Agreement was extended, and it was agreed that all of the works covered in the subject of this Agreement should be executed within the period not exceeding 36 months from the date of its concluding, i.e., till 28 February 2013. Such a necessity occurred as a result of unpredicted circumstances, for existence of which non of the parties of the Agreement is held responsible.

 

Other essential conditions of the Agreement remain unchanged.Agreement meets criteria of substantial contract, due to the fact that its value exceeds 10% of the Qumak-Sekom S.A. equity.

 

Legal ground: RMF GPW §5 section 1 point 3

 

Current report no. 19/2012 of 26 April 2012 - List of information transferred to the public in the year 2011

Management Board of Qumak-Sekom S.A. provides in attachment a list of information, defined in the article 56 section 1 from the Public Offering Act and conditions of introducing financial instruments to organized trading system and on public companies, published in the year 2011.

 

Simultaneously the Management Board of Qumak-Sekom S.A. informs that all listed information is available on the Company’s web site: www.qumak.pl

 

Legal ground: Public Offering Act art. 65 section 1

 

Current report no. 18/2012 of 26 April 2012 - Recommendation concerning dividend payment - resolution of Management Board of Qumak-Sekom S.A.

Management Board of Qumak-Sekom S.A. (hereafter referred to as "the Issuer") informs that on April 26, 2012 adopted a resolution concerning the subject of applying to Ordinary General Meeting with a request to share the profit for the year 2011 in the amount of 13,267,777.16 PLN. Management Board recommends payment of dividend for shareholders of the Company in an amount of 7,781,311.50 PLN, that is 0.75 PLN per one share. Remaining part of the profit for the year 2011 in the amount of 5.486.465,66 PLN the Management Board proposes to use for reserve capital.

 

By recommending such profit distribution, the Management Board takes into consideration current and future expected financial situation of the Company, resulting from engagement of capital into the large integration projects, as well as the necessity of bearing costs of construction and development of application. Salient element considered while above recommendation are also needs for capital that can result from engagement in new strategy of the Company.

 

Application on the matter of profit distribution consistent with the conditions above, shall be presented to the Issuer's Supervisory Board for evaluation at its next meeting.

 

When adopting resolution with the above scope, the Issuer's General Meeting shall determine the day according to which a list of shareholders entitled to dividend, as well as the date of dividend payment, are established.

 

Legal ground: RMF GPW §38 section1 point 8

 

Current report no. 17/2012 of 19 April 2012 - Granting a joint commercial representation

Management Board of Qumak-Sekom S.A. informs that on April 18th, 2012 adopted a resolution on granting a joint commercial representation to Mrs. Monika Ponarad. Commercial representation entitles to represent the Company together with a member of Management Board of Qumak-Sekom S.A.

 

Mrs. Monika Ponarad has a higher education, graduated from the University of Warsaw, the Faculty of Management and Marketing. Moreover, completed a Postgraduate Studies "Management of Personnel in a Company" in the Higher School of Business and Management under the patronage of L. Koźmiński, and Postgraduate Studies of Investor Relations and Financial Communication at the Warsaw School of Economics. Since October 2001 is employed in Qumak-Sekom S.A. (previously Sekom SA) primarily as Assistant of Management Board, then since 2004 worked as Administrative Manager of Office in Warsaw, and since 2006 holds a position of Director of Management Office of the Company.

 

Mrs. Monika Ponarad, in accordance with the submitted statement, does not perform a competitive activity to the activity of the Company, as well as does not take part in a competitive company as partner in private proprietorship, partnership, and as a member of body of share-holding company, as well as does not take part in other competitive legal entity as member of its body. Also, has not record in Register of Insolvent Debtors, conducted on the basis of Act on National Court Register (KRS).

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 22 RMF

 

 

Current report no. 16/2012 of 2 April 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that today there was an Agreement concluded between Qumak-Sekom SA and University of Jan Kochanowski in Kielce.

 

Subject of this Agreement is comprehensive design, execution and launch of teleinformatic system, equipment delivery, its installation and configuration, within the frames of expansion of didactic infrastructure of the University of Jan Kochanowski in Kielce - II stage of construction of School Campus within the Operational Program Development of Eastern Europe. The investment covers ten facilities, for which there will be built one coherent teleinformatic system. In addition, contractor undertakes to provide warranty and service during the period of 48 months.

 

Project realization will take place on the basis of means from European Fund for Regional Development.


Value of the Agreement during the whole period of its validity is 26,484,518.67 PLN gross.


Deadline for execution of works was set for 30 September 2013.

 

Agreement provides calculation of the following contractual penalties, a.o.:

• in case of delay in presenting the Project to acceptance within deadline indicated in schedule - in the amount of 500 PLN gross, for every commenced day of delay,
• in case of delay in presenting the Stage to acceptance within deadline indicated in Agreement - in the amount of 1,000 PLN gross, for every commenced day of delay,
• in case of not meeting deadline of final acceptance - 10 % of contractual agreement.

For withdrawal from agreement for reasons attributable to Contractor, there is provided a contractual penalty in the amount of 100 % of the value of Agreement.

Ordering Party undertakes to pay contractual penalty in case of withdrawal from Agreement for reasons attributable to his side in the amount of 20 % of gross remuneration, as well as return of incurred costs.

 

Notwithstanding contractual penalties parties have right to claim compensation on general terms of the Civil Code, if damage suffered is greater than amount of contractual penalties.

 

Remaining conditions of the Agreement do not differ from market standards applied in contracts of such type. Contract meets criteria of substantial agreement due to the fact that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

Signatures of persons representing the Company: Jan Goliński - Vice President of Management Board; Aleksander Plata - Vice President of Management Board

 

Current report no. 15/2012 of 30 March 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today there was signed an Annex no. 2 to the Agreement concluded between Qumak-Sekom S.A. and the Polish Air Navigation Services Agency, dated as of 2 August 2011.

 

Subject of the Agreement is delivery, installation and implementation of the Safety Management Integrated System (ZSB) at the Polish Air Navigation Services Agency. Within the subject of Agreement Qumak-Sekom undertakes among others, to design project documentation of the ZSB system reconstruction, to execute telecommunication network, to launch the system, to conduct trainings, to disassemble already existing elements of the system, current maintenance of the system, and to provide technical support during the period of 36 months from the date of the system acceptance. For execution of the subject of Agreement there was set a remuneration in the amount of 8,938,942.77 PLN net.

 

By Annex no. 2, deadline for realization of subject of the Agreement was prolonged till 20.07.2012, i.e. five months from the date of Contractor applying for essential to execute the subject of agreement administrative decisions, what has taken place on 20.02.2012. Extension of term for works realization was changed because of necessity to perform changes in concept assumptions, execution of water-sewer works, and wait for receiving applicable administrative permit.


Other conditions of the Agreement remain unchanged.Contract meets criteria of substantial agreement due to the fact, that its value exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

Signatures of persons representing the Company: Andrzej Swolkień - Vice President of Management Board; Aleksander Plata - Vice President of Management Board

 

Current report no. 14/2012 of 22 March 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received signed by both parties Annex to Agreement concluded between Qumak-Sekom S.A. and "Polish Airports" State Enterprise (PPL) of 20 June 2011.

 

Subject of the Agreement is construction of facility of a telephone exchange center to the main data processing center (CPD) of PPL, together with execution of technical infrastructure, power generator, energy connection and telecom connection, on premises of Airport named after Fryderyk Chopin in Warsaw. Information on this Agreement was transferred in a current report no. 28/2011 of 21 June 2011.

 

With Annex no. 3, dated as of 20 March 2012, there were ordered additional works involving expansion and modernization of elements of Integrated Security System in the building of Telephone Exchange Center in connection with construction of CPD in Airport named after Fryderyk Chopin in Warsaw, what results in increase of contractual remuneration for executing subject of the Agreement by an amount of 583,822.91 PLN to the amount 16,988,572.33 PLN net.


Simultaneously, deadline for realization of the subject of Agreement was changed and set for 45 weeks from the date of providing access to the construction site.

 

Other essential conditions of the Agreement remain unchanged. Contract meets criteria of substantial agreement due to the fact that its value, including annexes, exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 13/2012 of 20 March 2012 - Conclusion of substantial rent agreement of office area

Management Board of Qumak-Sekom S.A. (hereafter as "Company") informs that on 20 March 2012 concluded Rent Agreement with Dakota Investments Sp. z o.o.

 

Subject of this Agreement is renting by the Company the office area located in Eurocentrum Office Complex at 124/138 Al. Jerozolimskie in Warsaw.

 

Period of Agreement is established for 7 years, starting from 1 July 2014.

 

Total value included in this Agreement, set as of the whole period of its validity, is 4,058,241.57 EUR net (value calculated as of the moment of conclusion of the Agreement).


Agreement does not include provisions concerning contractual penalties, which value would be greater than 10% of the total value of the Agreement.

 

Other conditions of the Agreement do not differ from the market standards applied in agreements of such type.


Agreement meets criteria of substantial agreement, due to the fact that its value for the whole period of its validity is greater than 10% of the Company’s equity.

 

Simultaneously the Company concluded with companies Dakota Investments Sp. z o.o. and Hazel Investments Sp. z o.o. a General Agreement concerning co-operation at realization of the Eurocentrum Office Complex.

 

Agreement includes intention of placing an order to the Company of works regarding execution of BMS automation installations, devices and telecom installations, electric installations and devices including low voltage, SAP fire signaling system installation, Sound Warning System installation. Value of works is in total 46,442,917.25 PLN net. Realization of works is divided into stages, and value of works on stages 0 and I is 33,469,772.46 PLN, and value of stage II is 12,973,144.79 PLN. Works covered by the Stage II will be ordered on condition of suspension of one sided order of their execution.

 

Detailed conditions of works realization will be settled in agreement of construction works performance, about which the Company will inform in a separate report, subject to the case when such agreement will not be concluded till 31 May 2012 the company has the right to withdraw from signing the abovementioned Rent Agreement.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 12/2012 of 16 March 2012 - Order of substantial value made by Qumak-Sekom

Management Board of Qumak-Sekom S.A. informs that on 15 March 2012 it placed an order of substantial value in Action S.A.

 

The order concerns delivery of computer equipment within the frames of realization of the substantial agreement concluded by the Company with the National Treasury - General Commander of the Police, which subject is design, delivery, configuration and implementation of the teleinformatics infrastructure of backup center for chosen teleinformatics systems. Company informed about conclusion of this Agreement by current report no. 11/2012 of 12 March 2012.


Order amounts to 10,000,000.00 PLN net and will be executed till 30 March 2012.

 

Other conditions according to which the order is realized do not differ from standard conditions for such transactions. Value of the order meets criteria of substantial agreement, due to the fact that it exceeds 10% of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 11/2012 of 12 March 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received a copy of signed by both parties Agreement concluded between Qumak-Sekom S.A. and the State Treasury - Main Commanding Officer of the Police, dated as of 9 March 2012.

 

Subject of the above mentioned Agreement is designing, delivery, configuration and implementation telecom infrastructure of backup center for chosen teleinformatics systems.

 

Remuneration for executing the subject of Agreement was set in the amount of 12,983,739.84 PLN net.

 

Due to prolonged procedures of the public procurement, simultaneously with the Agreement there was concluded an Annex no. 1, which set a deadline for realization of the subject of Agreement for 8 weeks from the date of Agreement’s conclusion.

 

Agreement provides calculation of the following contractual penalties:

• 10% of gross value of the Agreement for nonperformance or improper performance of the subject of Agreement;
• 0.15% of gross value of the Agreement for each commenced day of delay in execution of the subject of Agreement;
• 0.15 % of gross value of the Agreement in case of crossing the time to remove a failure, for every commenced day of delay in failure removal;
• 0.15 % of gross value of the Agreement for withdrawal from the Agreement for reasons attributable to the Contractor.

Independently from contractual penalties, parties have right to claim compensation on general terms of the Civil Code, if the damage suffered exceeds the value of contractual penalties.

 

Other conditions of the Agreement do not vary from standards applied in agreements of such type. Contract meets criteria of substantial agreement, due to the fact that its value exceeds 10% of Qumak-Sekom S.A. Equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1. point 3 RMF

 

Current report no. 10/2012 of 5 March 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today the Company received signed by both parties Annex to the Agreement concluded between Qumak-Sekom S.A. and "Polish Airports" State Enterprise (PPL) on the day of 20 June 2011.

 

Subject of the Agreement is reconstruction of a call center facility to create the main data processing center PPL with the realization of technical infrastructure, power generator , energy connection and telecom connection, on the premises of the Air Port named after Fryderyk Chopin in Warsaw. Information on this Agreement was communicated by current report no. 28/2011 of 21 June 2011.

 

By Annex, dated as of 2 March 2012, the necessity to perform additional works was confirmed, what results in increased contractual remuneration for execution of the subject of Agreement by the amount of 142,012.20 PLN to the amount of 16,404,749.42 PLN net.

 

Other significant conditions of the Agreement remain unchanged. Contract meets criteria of substantial agreement due to the fact that its value is greater than 10 % of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

Signatures of the Company’s representatives: Jan Goliński - Vice President of the Management Board; Aleksander Plata - Vice President of the Management Board

 

Current report no. 9/2012 of 1 March 2012 - Annex to substantial agreement

Management Board of Qumak-Sekom S.A. informs that today there was signed an Annex no. 1, to the Agreement concluded between Qumak-Sekom S.A. and Polish Air Navigation Services Agency (PAŻP), dated as of 2 August 2010.

 

Subject of the Agreement is delivery, installation and implementation of the Integrated Security Management System (ZSB) in the Polish Air Navigation Services Agency. Within the frames of the subject of Agreement Qumak-Sekom is obliged, among others, to prepare design documentation of reconstruction of the system ZSB, to execute telecom network, to launch the system, to conduct trainings, the dissemble existing system elements, to provide current system maintenance, as well as to provide technical support in the period of 36 months from the date of the system acceptance. For execution of the subject of Agreement a remuneration was set in the amount of 8,938,942.77 PLN net.

 

By Annex no. 1 a deadline for realization of the subject of Agreement has been extended for the period of one month, because of delay in delivery of permits to perform construction works at some facilities. Previously in the Agreement the deadline was set as not later than 7 months from the date of its concluding.

 

Other conditions of the Agreement remain unchanged. Contract meets criteria of substantial agreement due to the fact that its value is greater than 10 % of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 8/2012 of 23 February 2012 - Consensus to substantial agreement

Management Board of Qumak-Sekom S.A. informs that the Company received today a copy of signed by both parties Consensus to the Agreement concluded between Polimex-Mostostal S.A. and a consortium of companies Qumak-Sekom S.A. (the leader of consortium) and Integra S.C. M. Sajkiewicz, M. Lenart on the day of 1st September 2009.

 

Subject of this Agreement was execution of works regarding installation of fire alarm system, sound warning system, sound system, monitoring system, as well as burglary and robbery alarm system and access control, together with structural wiring, within the frames of construction of East Tribune of City Football Stadium ‘Wisła" named after H. Reyman in Cracow, realized by Polimex-Mostostal and ordered by City Commune of Cracow. About conclusion of the Agreement the Issuer informed through the current report no. 40/2010 of 31 August 2010.

 

In the Consensus, dated as of 8 February 2012, the final total cost of the Agreement that is agreed upon, equals 11,357,140.00 PLN net. It consists of remuneration for execution of construction works included in Agreement in the net amount of 2,985,000.00 PLN and remuneration resulting from concluded annexes and the consensus for order of additional works in the amount of 8,372,140.00 PLN net.

 

Consensus does not impose changes on other significant conditions of Agreement.Contract meets criteria of substantial agreement due to the fact, that its value is greater than 10 % of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 7/2012 of 20 February 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that today there was an agreement concluded between Qumak-Sekom S.A. and District of Cities Gdynia, Sopot and Gdańsk.

 

Subject of the above mentioned Agreement is designing and execution of works concerning construction of an integrated management system of private vehicles traffic and public transportation, together with a dynamic system of traffic control and construction of component systems, realized in the area of Gdańsk, Gdynia and Sopot. All within the frames of the project EURO 2012, under the name "Integrated Traffic Management System TRISTAR". Purpose of this solution is improvement of public transportation and vehicles traffic that will cover all the Tricity.

 

Subject of the order will be realized in stages, and the end of the last stage of implementation works is set for 31.12.2013, after that the stage of system regulation and control measurement will take place. Planned deadline for the whole project is the first half of 2014.

 

For execution of the subject of Agreement the lump sum remuneration was set in the amount of 133,762,500.00 PLN gross.

 

Agreement provides calculation of contractual penalties, among others, for:

• delay in execution of works covered by particular stages, for reasons not attributable to the Ordering Party, in the amount of 20,000 PLN for each day of delay, similarly as for delay in notification on readiness to perform acceptance of works for each of the four stages,
• delay in execution of system regulation, for reasons not attributable to the Ordering Party, penalty in the amount of 10,000.00 PLN for each day of delay,
• delay in removal of defects and failures, noticed at the final acceptance of works for each stage, or at the final acceptance, or also revealed in the period of warranty, penalty in the amount of 10,000.00 PLN, for each day of delay,
• withdrawal from the agreement for reasons not attributable to the Ordering Party, penalty in the amount of 15 % of the gross contractual remuneration,

Agreement provides penalties also for:

• not removal of light signaling failures and unauthorized complete switch-off of the signaling or switching it into blinking mode, in the amount of 2,000.00 PLN, for every commenced hour, from the moment of determination of such state,
• not meeting requirements concerning signaling maintenance - maintaining and delivery of reports of signaling work - 1000.00 PLN for each day of not delivering complete reports regarding signaling maintained, counted for every signal system separately,
• achievement of lowered effect of shortened time of drive through, in comparison to effects that were estimated, will result in calculation of penalty, for every route separately, in the amount of 10,000.00 PLN for each lowered effect of shortened time by 0.1%,
• not achieving in the area within the range of the system of decreasing time effect of drive through for all vehicles by 5.5 %, and public transportation vehicles by 6.5%, will result in calculation of penalty in the amount of 25,000,000.00 PLN.

Moreover, there are provided penalties for failure to execute removal of defects of devices in the warranty period, in the amount of 1,000.00 PLN to 15,000.00 PLN, depending on the sort of a failure, as well as for lack of participation in maintenance inspections during the warranty period, in the amount of 20,000.00 PLN.

 

Total of contractual penalties is restricted to the amount of 30 % of gross remuneration, excluding penalties in the scope of delay of defects and failures removal that were revealed during the warranty period. Payment of contractual penalties does not preclude the right to claim compensation on general terms exceeding the value of penalty in the Agreement.

 

Other conditions of the Agreement do not differ from market standards applied in agreements of such type. Contract meets criteria of substantial agreement due to the fact, that its value is greater than 10 % of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 6/2012 of 17 February 2012 - Agreement meeting criteria of substantial agreement

Management Board of Qumak-Sekom S.A. informs that on February 17th, 2012 the Company received a copy of signed by both parties Annex no. 2 to the Agreement concluded between Qumak-Sekom S.A. and a consortium of companies Mostostal Warszawa S.A. and Acciona Infraestructuras S.A. (hereafter as "Agreement").

 

Subject of the Agreement concluded on 17 March 2011 is a comprehensive execution of electric installation and telecom installation for the purpose of Passenger Terminal in Modlin. In addition, the Agreement provides service of assembled installations. Works are to be executed within the frames of the investment task, named: Construction of Passenger Terminal in Airport Warsaw-Modlin. For execution of subject of the Agreement there was set remuneration in the amount of 6,624,600.00 PLN net.

 

By Annex no. 2, dated as of 5 January 2012, the scope of works of the subject of Agreement was changed by cancelled, replacement and additional works, what increased remuneration for realization of the subject of Agreement by 2,556,000.00 PLN net to the amount of 9,180,600.00 PLN net (including Annex), at the same time, value of the Agreement reached criteria to regard this Agreement as substantial.

Deadline for execution of works was set for the day of 15 March 2012.

 

With regard to penalties, Agreement provides calculation of penalties among others for delays in proper execution of subject of the Agreement - in the amount of 0.2% of contractual remuneration for each day of delay, as well as for delays in meeting deadlines set in schedule of works - in the amount of 0.1% of remuneration for each day of delay (not exceeding 30% of contractual remuneration though). In case of withdrawal from the Agreement for reasons attributable to Qumak-Sekom, it will pay penalty in the amount of 20% of contractual remuneration. Ordering Party reserves the right to claim complementary compensation exceeding the value of contractual penalties on general terms, excluding lost benefits.

 

Other conditions of the Agreement do not differ from market standards applied in agreements of such type. Contract meets criteria of substantial agreement due to the fact, that its value with the Annex is greater than 10 % of the Issuer’s equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 5/2012 of 13 February 2012 - Annex and additional works to substantial agreement

Management Board of Qumak-Sekom S.A. informs, that the Company received documents excluding and ordering execution of additional works, with relation to the realization of Agreement from 21 December 2009 (later as "Agreement"), concluded between Hydrobudowa Polska S.A. and ALPINE Construction Polska Sp. z o.o. and a Consortium composed of: Elektrobudowa S.A. (in the role of Consortium Leader), Qumak-Sekom S.A. and Przedsiębiorstwo "Agat" S.A.

 

Subject of the abovementioned Agreement is complex execution of energy, low voltage and BMS works, within the frames of realization of the National Stadium in Warsaw construction, together with an accompanying infrastructure. About conclusion of the agreement the Company informed with a current report no. 1/2010 of 8 January 2010, and about conclusion of Annexes, with current reports no. 30/2011 of 7 July 2011, no. 39/2011 of 28 October 2011 and 41/2011 of 3 November 2011.

 

By Annex no. 5 there was a part of works excluded from contract’s scope. Simultaneously, by additional agreement and order from 30 December 2011, the scope of works was extended within the construction works on the National Stadium. Total value of works covered with additional agreements is 18,503,976.36 PLN net (estimated value, which may undergo changes).

 

Deadline for execution of works covered by additional agreements was set for the day of 15.03.2012.

 

Remuneration to Consortium for execution of Agreement concerning realization of works at the National Stadium, with taking into account included Annexes and additional contracts, mentioned above, is 138,478,191.55 PLN net.


Other conditions of the Agreement remain unchanged. Contract meets criteria of substantial agreement due to the fact, that its value with Annexes and additional works is greater than 10 % of Qumak-Sekom S.A. equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, § 5 section 1 point 3 RMF

 

Current report no. 4/2012 of 8 February 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. informs that on February 8th, 2012, there was an Agreement concluded between Social Insurance Company (ZUS) (hereafter as "Ordering Party") and a consortium of Qumak-Sekom S.A. (in the role of leader) and MIS S.A.

 

Subject of this Agreement is sale of IBM Websphere Process Server 6.2 Software License, with the right to be used by 18 cores, which broadens the scope of the license held by Ordering Party within the frames of Passport Advantage program, together with 12-month period of technical support. After this period software shall be covered by service care for the period of 24 months.

 

For execution of the subject of this Agreement the total gross remuneration was set in the amount of 10,050,453.00 PLN.
Agreement provides calculation of contractual penalties for:

• not meeting settled in the Agreement deadline for the License delivery, in the amount of 0.1% of total gross remuneration for each day of delay that begins,
• for delay in meeting reaction times, in the amount of 500 PLN for each hour of delay that begins,
• for not performing maintenance in the set term, in the amount of 200 PLN for each day of delay,

In case of withdrawal from the Agreement for reasons notwithstanding from the Ordering Party or in case of delay in realization of subject of the agreement, in the amount of 20% of total gross remuneration. Penalty for withdrawal from the Agreement shall be calculated as separate from penalties calculated for other reasons.

 

Payment of contractual penalties does not preclude the right to claim compensation on general terms in the amount exceeding the value of agreed contractual penalty.

 

Other conditions of the Agreement do not differ from market standards applied in agreements of such type. Contract meets criteria of substantial agreement due to the fact, that its value is greater than 10 % of the Issuer’s equity.

 

Legal ground: RMF of 19 February 2009 on current and periodic information, §5 section 1 point 3

 

Current report no. 3/2012 of 17 January 2012 - Conclusion of substantial agreement

Management Board of Qumak-Sekom S.A. (hereafter as the "Issuer") informs that today the Company received a copy of signed by both parties Agreement concluded between the Qumak-Sekom S.A. and Budimex S.A.

 

Subject of this Agreement, dated as of December 21st, 2011, is execution of power, electric and low-voltage installations, within the frames of an investment task under the name of "Reconstruction of the Regional Airport: Airport Lublin S.A. (Świdnik)".

 

For performance of the subject of the Agreement there was set a lump sum remuneration in the amount of 18,388,542.71 PLN net.

 

Moreover, Qumak-Sekom on the basis of a separate contract with Budimex, concluded simultaneously with the above mentioned Agreement, will perform design works in the form of the design and construction documentation of realized by the Company installations, and will maintain the author’s supervision over their execution, for what will receive a remuneration in the amount of 61,457.29 PLN net.

 

Total value of works performed by the Issuer within the frames of the construction of a passenger terminal Lublin-Świdnik will be 18,450,000.00 PLN net.

 

Deadline for the end of works covered in the subject of the Agreement was set for 30th June 2012.

 

Agreement provides calculation of a contractual penalty a. o. for:

• not meeting the deadline for the end of works covered by the subject of Agreement or deadlines of particular stages set in the schedule, in the amount of 0.5% of gross contractual remuneration
• for delay in removal of defects in the period of warranty, in the amount of 0.1% of the gross contractual remuneration for each day of delay
• in case of withdrawal from the Agreement for reasons attributable to Issuer, in the amount of 10% of the gross contractual remuneration
• for non-performance of duties resulting from the Agreement, that causes lack of possibility to acquire an occupancy permit, in the amount of 2% of the gross contractual remuneration.

Payment of contractual penalties does not exclude the right to claim compensation exceeding the value of the agreed contractual penalty.

 

Other conditions of the Agreement do not differ from market standards applied in contracts of such type.Agreement meets criteria of a substantial contract due to the fact that its value is greater than 10% of the Issuer’s equity.

 

Legal ground: RMF GPW §5 section 1 point 3

 

Current report no. 2/2012 of 11 January 2012 - Periodic reports publication dates in 2012

Management Board of Qumak-Sekom S.A. informs about dates of periodic reports publication in 2012, that are set as follows:

1. Quarterly reports:

• quarterly report for the IV quarter of the year 2011 - on the day 15.02.2012.
• quarterly report for the I quarter of the year 2012 - on the day 9.05.2012.
• quarterly report for the III quarter of the year 2012 - on the day 7.11.2012.

2. Semi-annual report for the I half year of 2012 - on the day 30.08.2012.

3. Annual report for the year 2011 - on the day 26.04.2012.

 

Management Board of Qumak-Sekom S.A. informs that pursuant to the § 101 section 2 of the Ordinance of the Minister of Finance of 19 February 2009, on current and periodic information published by issuers of securities and on conditions of claiming as equivalent information required by law of a non-member country, shall not publish a quarterly report for the II quarter of the year 2012.

 

Legal ground: RMF GPW §103 section 1

 

Current report no. 1/2012 of 3 January 2012 - Consensus to a substantial agreement

Management Board of Qumak-Sekom S.A. informs that on January 2nd, 2012 the Company received a copy of signed by both parties Consensus to the Subcontractor Agreement concluded with Strabag Sp. z o.o. dated as of 17 June 2010.

 

Subject of this Agreement is a complex execution of high-voltage and low-voltage electrical internal installations together with all electrical external installations, within the frames of realization of the investment under the name of: Construction of a Shopping Center "Galeria Kaskada" in Szczecin. About conclusion of this agreement the Company informed by a current report no. 35/2010 of 24 June 2010.

 

Consensus, dated as of 8 December 2011, the final total value of the Agreement was established, that equals 19,035,540.03 PLN net. It incorporates remuneration concerning execution of the subject of the Agreement in the net amount of 18,299,999.00 PLN, and the amount increasing the contractual remuneration by the amount of 735,541.03 PLN net, resulting from enlarging the scope of works, including exclusions, as well as any other mutual claims.

 

Moreover, consensus establishes in detail deadlines for particular works and removal of defects.

 

Contract meets criteria for a substantial agreement, due to the fact that established final value of this consensus is greater than 10% of the Qumak-Sekom S.A. equity.

 

Legal grounds: RMF GPW §5 section 1 point 3

Analysts’ reports

PDF04.03.2010 - 2010 BZ WBK Brokarage House analysts' report, 2010 March 3rd

PDF04.02.2010 - 2010 PKO BP Brokarage House analysts' report, 2010 January 22th

PDF28.08.2009 - 2009 BZ WBK Brokarage House analysts' report, 2009 August 26th

PDF29.05.2009 - 2009 PKO BP Brokarage House analysts' report, 2009 April 20th

PDF08.04.2009 - 2009 BZ WBK Brokarage House analysts' report, 2009 March 20th

Corporate documents

PDFStatutes of Qumak

PDFManagement Board By-Laws

PDFSupervisory Board By-Laws

PDFQumak Shareholders General Meeting By-Laws

PDFQumak Audit Committee By-Laws

Management Board

Paweł Jaguś

President of the Board

Paweł Jaguś is graduate of the Faculty of Automatics, Electronics and Electrotechnics at AGH University of Science and Technology (Akademia Górniczo-Hutnicza) in Krakow. In 1985 he began his work in Huta im T. Sendzimira, as Master Electrician and then manager of the Works. In 1991 he was hired in Qumak International limited corporation as a Electrical Specialist, and then Help Desk Chief Executive. In years 1999-2002 he acted as Vice-president of the board, Help Desk Chief Executive in Qumak International limited corporation. In years 2001-2003 he acted as Board Member, then in years 2003-2006 Vice-president of the board Qumak-Sekom stock corporation, simultaneously acted as Automatic Building Controls Chief Executive. In years 2003-2004 he acted as Board Member in Qumak-Sekom Gdańsk limited corporation. Since March 2006, he has acted as Qumak's President of the board.

 


Aleksander Plata

Vice President of the Board

Aleksander Plata is a graduate of the Faculty of Economics, major: Economics and Trade Enterprise Organization, at Cracow University of Economics (Akademia Ekonomiczna in Krakow). He completed Investment Advisor course and also Chief Financial Officer collage organized by Centrum Prywatyzacji. He began his professional carrier in year 1986 beginning the work in Izba Skarbowa in Krakow. In years 1988-1989 he was hired as a Chief Accountant in Zakład Działalności Gospodarczej PTTK in Krakow. From 1989 up to 1992 he acted as Vice-president of the board and chief financial officer in SCAN limited corporation and in years 1991-1994 acted as Vice-president of the board and chief financial officer in System 3000 limited corporation. In year 1994 he was hired in MGeyer limited corporation as Chief Accountant. From 1995 related with Qumak International limited corporation where he acted as Vice-president of the board, chief financial officer to year 2002. In 1999 he was appointed the President of the board of Gandalf Polska limited corporation, and then in year 2000 Board of Directors Member and then Board Member of Blue Bridge limited corporation. In years 2001-2004 he acted as Board of Directors Member in Qumak-Sekom Gdańsk limited corporation. Since 1999 as of yet he has acted as Vice-president of the board and chief financial officer of Qumak stock corporation.

 


Jacek Suchenek

 

 

 


 
Supervisory Board

Rafał Twarowski

Chairman of the Supervisory Board Qumak S.A.

Rafał Twarowski is a graduate of the Faculty of Management specialty in field of Finance and Banking at University of Gdańsk (Uniwersytet Gdański). He did several company management, marketing, accounting and controlling trainings. He is the PRO ECONOMICUS Foundation founder and member of its Programme Council. He is the member of Klub Budowlany and Polska Izba Budownictwa.

In years 1996-1998 he worked in Elektromontaż Gdańsk Stock Company (Exbud Stock Sompany branch) where he acted as chief financial officer, in years 1998-2000 he managed the Dział Spraw Zagranicznych in Young Digital Poland Stock Company. In years 2000-2001 he acted as Sales Manager in Elektromontaż Gdańsk Stock Company (Skanska Stock Company Branch). From year 2001 to 2005 he was working in Elin EBG Elektrotechnika limited corporation first as sales manager and from 2002 as vice-president of the board. In 2005 he acted as vice-president of the board of NDI Stock Company and in 2006 he managed Tebodin SAP-Projekt limited company acting as president of the board. Since 2007 he has acted as Expansion and Investment executive in Apsys Polska limited company.

Mr. Rafał Twardowski has made a declaration that there are no connections between him and Company’s shareholders, having not less than 5% of the total number of votes on Company’s general meeting.

Maciej Matusiak

Deputy Chairman of the Supervisory Board Qumak S.A.

Maciej Matusiak is a graduate of Technical University of Lodz (Politechnika Łódzka). He has a security broker license registered by the Polish Securities and Exchange Commission (1994) and CFA Title (CFA Institute, USA, 2002).

In years 1995-1996 he worked in Daewoo Insurance Stock Company in fund investments department where he acted as securities dealer and financial analyst; in years 1996-1998 in PKO BP Banking Brokerage House (Bankowy Dom Maklerski) he acted as financial analyst. From 1998 to 2002 he was working in Commercial Union Group - first in Commercial Union Investment Department (Poland) - and then in Commercial Union Investment Management (Poland) Stock Company.

Since June 2002 he has been a member of the Supervisory Board of Kęty Stock Company and since 2004 he has acted as its Vice-chairman and the chairman of Audit Committee. Since June 2004 he ahs been a member of Supervisory Board of LPP Stock Company in Gdańsk. Since August 2004 he is a member of the Supervisory Board of the Wandalex Stock Company in Warsaw, and a member of Audit Committee. Since March 2005 he has been a member of the Supervisory Board of the Eurofaktor Stock Company in Myślenice and chairman of the Audit Committee. Since 2005 he manages his own business activity in so far as financial adviser. In the period from February 2006 to June 2006 he acted as a Vice-chairman of the Supervisory Board of Technologie Buczek Stock Company in Sosnowiec. Since march 2006 he has acted as the President of the Board of Artemis Investment Stock Company in Warsaw.

Mr. Maciej Matusiak made a declaration that there are no connections between him and Company’s shareholders, having not less than 5% of the total number of votes on Company’s general meeting.

Monika Hałupczak

Piotr Gawryś

Maciej Druto

General meeting

 

Notice concerning convocation of Extraordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

On 9 January 2013, at 11:00 am, at the company's headquarters in Warsaw at 94 Jerozolimskie Street

Management Board of joint-stock Company "QUMAK-SEKOM" in Warsaw, entered into the National Court Register, 12th Commercial Division of the National Court Register, Warsaw District Court, under the number 0000019455 - acting pursuant to the art. 399 § 1, art. 402 § 1 and 2 in conjunction with the article 398 of Code of commercial companies and the Articles of Association of the Company - is convening on the day of 9 January 2013 an Extraordinary General Meeting of Shareholders of the Company, which shall start at 11:00 am, in the company’s office in Warsaw at 94 Jerozolimskie Street.

 

Meeting’s agenda:

1. Opening of General Meeting
2. Election of chairman of the General Meeting
3. Verification of the validity of convocation of the General Meeting and its authority to adopt resolutions
4. Adoption of the General Meeting agenda
5. Adoption of a resolution concerning amendment and approval of consolidated text of Articles of Association of the Company
6. Adoption of a resolution concerning change in remuneration of members of the Supervisory Board
7. Closing of General Meeting.

Information on total number of shares of the Company and the number of votes from these shares on the voting day:
Number of shares: 10 375 082
Number of votes: 10 375 082


Amendments to the Articles of Association of the Company

In accordance with the art. 402 § 2 of the Code of commercial companies, in relation to designed changes in the Company's Articles of Association, the Management Board of Qumak-Sekom SA informs about their content

1. With regard to change of the Company's firm, changes concern a Paragraph 1 section 1 and 2 of the Articles of Association of the Company

THERE WAS:
1. Firm of the Company is "QUMAK - SEKOM" Joint-Stock, and its seat is in Warsaw.
2. Company can use abbreviated version "QUMAK - Sekom S.A."
THERE IS:
1. Firm of the Company is "QUMAK" Joint-Stock, and its seat is in Warsaw.
2. Company can use abbreviated version "QUMAK S.A."

2. In Paragraph 2 of Articles of Association of the Company there is added a section 16 and the following:

"16. Publishing business (Polish Classification of Activities PKD 58);
17. Activity related to production of movies, video recordings, TV programs, sound and music recordings (Polish Classification of Activities PKD 59);
18. Other professional, scientific and technical activities (Polish Classification of Activities PKD 74);
19. Creative activity related to culture and entertainment (Polish Classification of Activities PKD 90);
20. Activity supporting education (Polish Classification of Activities PKD 85.60);
21. Other service-oriented activities within the scope of information (63.9)."

The record date for the Extraordinary General Meeting is established to be as of 16 days before the date of the Meeting, i.e. on 24th December 2012.

 

Full text of the notice, together with materials related to the Extraordinary General Meeting, can be found in the files below:

PDFNotice on convocation of the Extraordinary General Meeting of Shareholders
PDFMeeting's agenda and drafts of resolutions
PDFConsolidated Articles of Association

 

Ordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

On 12 June 2012, at 11:00 in the company’s headquarters in Warsaw at 94 Jerozolimskie Street

Management Board of joint-stock Company “QUMAK-SEKOM” in Warsaw, entered into the National Court Register, 12th Commercial Division of the National Court Register, Warsaw District Court, under the number 0000019455 - acting pursuant to the art. 399 § 1, art. 402 § 1 and 2 in conjunction with the article 398 of Code of commercial companies and the Articles of Association of the Company - is convening on the day of 12 June 2011 an Ordinary General Meeting of Shareholders of the Company, which shall start at 11:00 a.m., in the company’s office in Warsaw at 94 Jerozolimskie Street

 

The Meeting’s agenda:

1. Opening of the General Meeting.
2. Election of chairman of the General Meeting.
3. Verification of the validity of convocation of the Ordinary General Meeting and its authority to adopt resolutions.
4. Adoption of the General Meeting agenda.
5. Presentation of the financial statement for the financial year 2011 and the Management Board statement on the Company’s activity in the financial year 2011.
6. Presentation of the Supervisory Board Reports for the year 2011, including:
  a)report on the Supervisory Board’s activity in 2011,
  b)Supervisory Board report on results of evaluation of the 2011 financial statement, and the Management Board’s reports on activity of the Company for the financial year 2011,
  c)Supervisory Board’s report on results of evaluation of the Management Board’s application concerning division of the Company's profit for 2011.
7. Adoption of resolutions regarding the approval of financial statement for the financial year 2011 and the Management Board’s report on activity of the Company in the financial year 2011.
8. Adoption of resolution on approval of the Supervisory Board’s reports for the year 2011 specified in the point 6 above.
9. Adoption of resolutions concerning the division of profit for the financial year 2011, and the dividend payment, setting of the record date and dividend payment date.
10. Adoption of resolutions concerning acknowledgment of the fulfillment of duties by members of the Management Board during the financial year 2011.
11. Adoption of resolutions concerning acknowledgment of the fulfillment of duties by members of the Supervisory Board during the financial year 2011.
12.Adoption of a resolution on amendment of General Meeting By-laws and its consolidated text.
13. Closing of the General Meeting.

Information on total number of Company’s shares and number of votes of those shares on the date of notice:
Number of shares: 10 375 082
Number of votes: 10 375 082

 

Full text of the notice, together with materials associated with session of Ordinary General Meeting, is located in files placed below.

PDF Drafts of resolutions of Ordinary General Meeting

 

Ordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

On 9 June 2011, at 14:00 in the company’s headquarters in Warsaw at 94 Jerozolimskie Street

Management Board of the joint stock company "QUMAK-SEKOM" in Warsaw, registered at Warsaw District Court, 12th Commercial Division of the National Court Register, under the number 0000019455 - acting on the basis of art. 399 § 1, art. 402 § 1 and 2 in conjunction with the article 398 of Code of commercial companies and the Statute of the Company - is convening on June 9, 2011 an Ordinary General Meeting of Shareholders, which shall take place at 14:00 p.m., in the company’s office in Warsaw at 94 Jerozolimskie Street.

 

The Meeting’s agenda:

1. Opening of the General Meeting.
2. Election of chairman of the General Meeting.
3. Verification of the validity of conveying the Ordinary General Meeting and its authority to adopt resolution.
4. Election of the Returns Committee.
5. Adoption of the General Meeting Agenda.
6. Presentation of the Financial Statement for the year 2010 and the Management Board Report on the Company’s activity in the financial year 2010.
7. Presentation of the Supervisory Board Reports for the year 2010, including:
  a)report on the Supervisory Board’s activity in 2010,
  b)Supervisory Board report on results of evaluation of the 2010 financial statement, and the Management Board’s reports on activity of the Company for the financial year 2010,
  c)Supervisory Board’s report on results of evaluation of the Management Board’s application concerning division of the Company's profit for 2010.
8. Adoption of resolutions regarding the approval of financial statement for 2010 and the Management Board’s report on activity of the Company in financial year 2010.
9. Adoption of resolution on approval of the Supervisory Board’s reports for 2010 specified in the point 7 above.
10. Adoption of resolutions concerning the division of profit for the financial year 2010, and the dividend payment, setting of the dividend day and dividend payment date.
11. Adoption of resolutions concerning the discharge of the Management Board members’ performance of their duties during the financial year 2010.
12. Adoption of resolutions concerning the discharge of the Supervisory Board members’ performance of their duties during the financial year 2010.
13.Adoption of a resolution on amendment and approval of consolidated text of the Company Statutes.
14. Closing of the General Meeting.

Information on total number of Company’s shares and number of votes of those shares on the date of notice:
Number of shares: 10 375 082
Number of votes: 10 375 082

 

Full text of the notice, together with materials associated with session of Ordinary General Meeting, is located in files placed below.

PDFNotice on convocation of the Ordinary General Meeting
PDFDrafts of resolutions of Ordinary General Meeting
PDFDraft of consolidated Statutes
PDFAnnual Report 2010 - financial statement
PDFAnnual Report 2010 - Management Board business report
PDFThe independent expert auditor's opinion
PDFFinancial statement audit - Complementary report
PDFStatement of the Supervisory Board on evaluation results of financial statement of the company and of the Management report on activity of the company
PDFSupervisory Board statement on evaluation results of the Management Board application concerning division of profit
PDFStatement on activity of Supervisory Board of Qumak-Sekom S.A. in 2010

 

Extraordinary General Meeting of Shareholders of the Qumak-Sekom S.A. Company

summoned on 2nd of September 2009, at 11.00 am, in the company’s office in Warsaw at 94 Jerozolimskie Street

The Management Board of Qumak-Sekom S.A. in Warsaw, registered at National Court Register, 12th Commercial Division of the National Court Register, Warsaw District Court, under the no 0000019455 - acting on the basis of art. 399 § 1 in conjunction with. 4021 § 1 and 2 of the Code of commercial companies and the Statute of the Company - is convening an Extraordinary General Meeting of Shareholders on 2nd September 2009, which will take place at 11.00 am, in the company’s office in Warsaw at 94 Jerozolimskie Street.

 

Agenda:

1. Opening of the General Meeting.
2. Election of the Chairman of the General Meeting.
3. Verification of correctness of convening the General Meeting and its legal capacity to adopt resolutions.
4. Election of the returns committee.
5. Adoption of the Agenda.
6. Adoption of a resolution on the election of a member of the Supervisory Board.
7. Adoption of a resolution on the amendment and the adoption of uniform text of the Statute of the Company.
8. Adoption of a resolution on adoption of the new content of the General Meeting Procedures.
9. Closing of the General Meeting.

 

Qumak-Sekom S.A. Ordinary General Meeting

2009

PDFThe Meeting Agenda
PDFThe General Meeting’s resolution drafts
PDFThe Independent Expert Auditor's Opinion
PDFThe Independent Expert Auditor Complementary Report - Financial Statement Investigation
PDFThe Supervisory Board’s 2008 Annual Report
PDFSupervisory Board Statement concerning the financial statement valuation
PDFResolutions adopted by the Ordinary General Meeting
Corporate governance

PDF2009 - Information on compliance with corporate governance principles in 2009
PDF2008 - Information on compliance with corporate governance principles in 2008
PDF2008 - Report on Qumak-Sekom compliance with corporate governance principles in 2008
PDF2008 - The Qumak-Sekom S.A. Supervisory Board’s 2008 Annual Report
PDF2007 - Declaration on compliance with the corporate governance principles