| Current report no. 19 2012-04-16 Subject: List of reports published by Synthos S.A. in 2011 |  |
Pursuant to Article 65 of the Act of 29 July 2005 on Public Offerings and the Introduction of Financial Instruments to Organised Trading and Public Companies, the Board of Synthos S.A. transmits the enclosed list of current and periodic information that was transmitted in 2011 to the public.
In 2011, Synthos S.A. transmitted 41 current reports and 6 periodic reports (including one correction of a report).
In 2011, Synthos S.A. transmitted 41 current reports and 6 periodic reports (including one correction of a report).
Full content of the published reports listed in the attachment to this report is available at the website of Synthos S.A.: (“investor relations/WSE announcements" tab), and at the headquarters of Synthos S.A. in Oświęcim at ul. Chemików 1.
In addition, the Board of Synthos S.A. declares that some information contained in reports released in 2011 may be out of date at this point.
 | List of reports published by Synthos in 2011 (0.1 MB) |
| Current report no. 18 2012-04-02 Subject: Change of the basis for the recognition of contracts as material. | |
Pursuant to Article 56 Section 1 Paragraph 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies from 29 July 2005 (the „Act”), the Board of Synthos S.A. (the "Issuer") announces that on 2 April 2012 it passed resolution No. VII/11/2012, under which there is a change of criteria for the recognition of contracts as material within the meaning of § 2 Section 1 Paragraph 44 of the 19 February 2009 Regulation of the Minister of Finance regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (the “Regulation”).
In accordance with this regulation, the Issuer, from 2 April 2012, will recognise as material within the meaning of the Regulation only those contracts whose value is at least 10% of the proceeds from sales of the Issuer's group for the last four financial quarters (§ 2 Section 1 Paragraph 44b of the Regulation). Therefore, the Issuer has ceased to use as a criterion for the recognition of contract as material the reference of the contract’s value to the Issuer's equity (§ 2. 1 Paragraph 44a of the Regulation).
In accordance with this regulation, the Issuer, from 2 April 2012, will recognise as material within the meaning of the Regulation only those contracts whose value is at least 10% of the proceeds from sales of the Issuer's group for the last four financial quarters (§ 2 Section 1 Paragraph 44b of the Regulation). Therefore, the Issuer has ceased to use as a criterion for the recognition of contract as material the reference of the contract’s value to the Issuer's equity (§ 2. 1 Paragraph 44a of the Regulation).
In the exercise of § 3 Section 2 of the Regulation, the Issuer announces that the change in the criteria for recognition of contract as material is dictated by the following conditions:
On 28 March 2012, the General Meeting of Shareholders of Synthos S.A. passed resolution No. 9/2012 on payment of dividends from the supplementary capital, which resulted in a significant reduction of the Issuer's equity from PLN 974 466 312.17 to PLN 312 841 312.17. Therefore, from 28 March 2012, the size of the Issuer’s equity ceases to be an adequate criterion for proper assessment of the importance of contractual agreements.
The use by the Issuer of equity after 28 March 2012 would require reporting by the Issuer of contracts, which in reality are not material to its business. Therefore, the change in the criteria for reporting is necessary and justified.
| Current report no. 17 2012-04-02 Subject: List of shareholders holding at least 5% of the votes at the General Meeting of Shareholders of Synthos S. A. on 28 March 2012. | |
Synthos S.A. Board (the Issuer), pursuant to Article 70 Paragraph 3 of the Act on Public Offerings and the Introduction of Financial Instruments to Organised Trading and Public Companies, publishes a list of shareholders, who at the General Meeting of Shareholders of Synthos S.A. on 9 March 2012 had at least 5% of the votes, specifying the number of votes held by each of them with an indication of the shares and their percentage share of votes at this Meeting and in the total number of votes.
FTF Galleon S. A., based in Luxembourg - 617 001 504 shares and votes, share in votes at this General Meeting - 60.6657%, share in the total number of votes - 46.63%,
Barcocapital Invesment Ltd, based in Nicosia - 192 774 629 shares and votes, share in the votes at this General Meeting - 18.9543% , share in the total number of votes - 14.57%,
ING OTWARTY FUNDUSZ EMERYTALNY - 100 000 000 shares and votes, share in the votes at this General Meeting - 9.8323%, share in the total number of votes - 7.56%.
Shareholders participating in the General Meeting of Shareholders of Synthos S. A. on 28 May 2012 represented a total of 1 017 051 895 shares, which represents 76.86% of the share capital.
Share capital of Synthos S. A. as at 28 March 2012 amounts to PLN 39 697 500 and is divided into:
- 854 250 000 series A common bearer shares with a nominal value PLN 0.03 each numbered from A of the 000 000 001 to A 854 250 000.
- 469 000 000 series B common bearer shares with a nominal value PLN 0.03 each numbered from B of the 000 000 001 to B 469 000 000.
The number of shares of all issues is 1 323 250 000. All shares are ordinary bearer shares.
| Current report no. 16 2012-03-29 Subject: Appointment of the seventh term of Board of Synthos S.A. | |
Synthos S.A. Board (the Issuer), pursuant to Paragraph 5 Section 1 Paragraph 22 of the 19 February 2009 Resolution of the Minister of Finance regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, hereby informs that on 29 March 2012, the Supervisory Board of Synthos S.A. appointed the seventh term of the Board of the Issuer. The Board has been appointed in existing composition, therefore its composition is as follows:
1. Tomasz Kalwat - President of the Board.
Mr. Tomasz Kalwat is a lawyer. He graduated from Warsaw University Faculty of Law, School of Economics in Warsaw - Banking and Finance and University of Ottawa. He is a recipient of the Edward Berry McDougall Scholarship. In 2001-2006, he was a lecturer at the Faculty of Law University of Warsaw. His career path includes employment at such companies as Altehimer&Gray (2001-2002), GleissLutz (2002-2003), Baker&McKenzie (2004-2006). Mr. Tomasz Kalwat maintained economic activity since 2006, based on an entry in the register of businesses kept by the Municipal Office Bieliny. Mr. Tomasz Kalwat is a member of the Supervisory Board of Echo Investment S. A. and was the Chairman of the Supervisory Board of Synthos S.A. of the sixth term. The conducted activities are not competitive in relation to Synthos S.A. Mr. Tomasz Kalwat does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
2. Tomasz Piec - Member of the Board.
Mr. Tomasz Piec graduated from Kraków University of Economics, majoring in Marketing and Management (1994). He is a graduate of the University of Copenhagen in Business Management, 1992. He graduated from Academy of Gastronomy and Wines D'Orsay in 1990. Since 1993, he has been employed at Elector Sp. z o. o. in Kraków. Since 1994, he is Regional Director of REMY COINTREAU GROUP Polska. Since 1995, he is Regional Manager at COLGATE PALMOLIVE Polska, and since 2001 Head of Sales COLGATE PALMOLIVE Adria a.s. in the Balkans. Since 2003, he has been employed at Tchibo Polska as Sales Director. Since 2004, he has been a board member of SIGMA-KALON DECO Polska Sp. z o. o. and since 2007, member of the board of SIGMA-KALON Deco Eastern a. s. in Prague. Since 2008, he has been associated with the Synthos Group as Director of Sales. The conducted activities are not competitive in relation to Synthos S.A. Mr. Tomasz Piec does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
3. Zbigniew Warmuz – Member of the Board.
Mr. Zbigniew Warmuz is a graduate of Silesian University of Technology, specializing in business management. In 2004 he graduated from the Academy of Economics in Katowice. Between 1984 - 2006 he worked in POCH S. A. beginning as a mechanic, and later a master in the Department of Organic Production. In 1999 he became Product Manager for products for the heavy industry and electroplating. Until 2002 he worked as Head of Sales and Marketing and then became Chief Engineer and then Director of Production. He also served as a proxy in this Company.
Since 2007 he has worked in the Synthos Group. He held the position of Director of Operations at Synthos Dwory. z o. o. and Synthos Kralupy a. s., and the President of the Board - Director General of Energy Dwory. z o. o. He was the Chairman of the Supervisory Board at MPOŚ Sp. z o. o. Until 13 May 2011 he was a proxy in Synthos S. A. He is currently the President of subsidiaries of the Issuer: Synthos Dwory 7 sp. z o.o. and Synthos Kralupy a.s., and the Vice-President of Butadien Kralupy a.s. The conducted activities are not competitive in relation to Synthos S.A. Mr. Zbigniew Warmuz does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
4. Zbigniew Lange - Member of the Board.
Mr. Zbigniew Lange is graduate of the Catholic University in Lublin, Economy Section, Social Science Department. His career started in 1994 with the post of the Economic Advisor in Lubelskie Zakłady Zielarskie Sp. z o.o. in Lublin. Between October 1995 and September 1996, he worked in the Financial Analysis Department in the Przedsiębiorstwo Przemysłu Chłodniczego S.A. in Lublin – since February 1996 as the Financial Analysis Department Manager. During this time he cooperated with Biuro Konsultingowe TIM Sp. z o.o. in Lublin in preparation of investment projects and financial analyses. In 1996-1997 he was the Financial Department Manager at Pepsico Trading Sp. z o.o. Lublin branch. From October 1997 to May 1998 he provided management services for Cersanit-Krasnystaw S.A., based in Krasnystaw, which included duties of a Financial Director. Since June 1998 he was a Member of the Board at Cersanit S.A., responsible for financial matters of the Company and the Cersanit S.A. Corporate Group. From December 2002 to December 2004 he was a Chairman of the Board of Cersanit S.A. Next, he held the post of the Financial Director at Polmos Lublin S.A. and Medi-Sept Sp. z o.o. Since February 2007 he held the post of the Financial Director at Opoczno S.A. Since September 5th, 2007, until May 23rd, 2008, he was the Chairman of the Board at Opoczno S.A. He is currently the Vice-President of subsidiaries of the Issuer: Synthos Dwory 7 sp. z o.o. and Synthos Kralupy a.s. The conducted activities are not competitive in relation to Synthos S.A. Mr. Zbigniew Lange does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
1. Tomasz Kalwat - President of the Board.
Mr. Tomasz Kalwat is a lawyer. He graduated from Warsaw University Faculty of Law, School of Economics in Warsaw - Banking and Finance and University of Ottawa. He is a recipient of the Edward Berry McDougall Scholarship. In 2001-2006, he was a lecturer at the Faculty of Law University of Warsaw. His career path includes employment at such companies as Altehimer&Gray (2001-2002), GleissLutz (2002-2003), Baker&McKenzie (2004-2006). Mr. Tomasz Kalwat maintained economic activity since 2006, based on an entry in the register of businesses kept by the Municipal Office Bieliny. Mr. Tomasz Kalwat is a member of the Supervisory Board of Echo Investment S. A. and was the Chairman of the Supervisory Board of Synthos S.A. of the sixth term. The conducted activities are not competitive in relation to Synthos S.A. Mr. Tomasz Kalwat does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
2. Tomasz Piec - Member of the Board.
Mr. Tomasz Piec graduated from Kraków University of Economics, majoring in Marketing and Management (1994). He is a graduate of the University of Copenhagen in Business Management, 1992. He graduated from Academy of Gastronomy and Wines D'Orsay in 1990. Since 1993, he has been employed at Elector Sp. z o. o. in Kraków. Since 1994, he is Regional Director of REMY COINTREAU GROUP Polska. Since 1995, he is Regional Manager at COLGATE PALMOLIVE Polska, and since 2001 Head of Sales COLGATE PALMOLIVE Adria a.s. in the Balkans. Since 2003, he has been employed at Tchibo Polska as Sales Director. Since 2004, he has been a board member of SIGMA-KALON DECO Polska Sp. z o. o. and since 2007, member of the board of SIGMA-KALON Deco Eastern a. s. in Prague. Since 2008, he has been associated with the Synthos Group as Director of Sales. The conducted activities are not competitive in relation to Synthos S.A. Mr. Tomasz Piec does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
3. Zbigniew Warmuz – Member of the Board.
Mr. Zbigniew Warmuz is a graduate of Silesian University of Technology, specializing in business management. In 2004 he graduated from the Academy of Economics in Katowice. Between 1984 - 2006 he worked in POCH S. A. beginning as a mechanic, and later a master in the Department of Organic Production. In 1999 he became Product Manager for products for the heavy industry and electroplating. Until 2002 he worked as Head of Sales and Marketing and then became Chief Engineer and then Director of Production. He also served as a proxy in this Company.
Since 2007 he has worked in the Synthos Group. He held the position of Director of Operations at Synthos Dwory. z o. o. and Synthos Kralupy a. s., and the President of the Board - Director General of Energy Dwory. z o. o. He was the Chairman of the Supervisory Board at MPOŚ Sp. z o. o. Until 13 May 2011 he was a proxy in Synthos S. A. He is currently the President of subsidiaries of the Issuer: Synthos Dwory 7 sp. z o.o. and Synthos Kralupy a.s., and the Vice-President of Butadien Kralupy a.s. The conducted activities are not competitive in relation to Synthos S.A. Mr. Zbigniew Warmuz does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
4. Zbigniew Lange - Member of the Board.
Mr. Zbigniew Lange is graduate of the Catholic University in Lublin, Economy Section, Social Science Department. His career started in 1994 with the post of the Economic Advisor in Lubelskie Zakłady Zielarskie Sp. z o.o. in Lublin. Between October 1995 and September 1996, he worked in the Financial Analysis Department in the Przedsiębiorstwo Przemysłu Chłodniczego S.A. in Lublin – since February 1996 as the Financial Analysis Department Manager. During this time he cooperated with Biuro Konsultingowe TIM Sp. z o.o. in Lublin in preparation of investment projects and financial analyses. In 1996-1997 he was the Financial Department Manager at Pepsico Trading Sp. z o.o. Lublin branch. From October 1997 to May 1998 he provided management services for Cersanit-Krasnystaw S.A., based in Krasnystaw, which included duties of a Financial Director. Since June 1998 he was a Member of the Board at Cersanit S.A., responsible for financial matters of the Company and the Cersanit S.A. Corporate Group. From December 2002 to December 2004 he was a Chairman of the Board of Cersanit S.A. Next, he held the post of the Financial Director at Polmos Lublin S.A. and Medi-Sept Sp. z o.o. Since February 2007 he held the post of the Financial Director at Opoczno S.A. Since September 5th, 2007, until May 23rd, 2008, he was the Chairman of the Board at Opoczno S.A. He is currently the Vice-President of subsidiaries of the Issuer: Synthos Dwory 7 sp. z o.o. and Synthos Kralupy a.s. The conducted activities are not competitive in relation to Synthos S.A. Mr. Zbigniew Lange does not conduct business competitive to the Issuer, does not participate in any competitive company or civil partnership nor is he a member of the rival company or a member of any other competitive legal person. He has not been entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Register.
| Current report no. 15 2012-03-28 Subject: Information regarding the decision of the General Meeting of Shareholders of Synthos S.A. on the dividend payment | |
Synthos S.A. Board (hereinafter: Issuer), pursuant to Paragraph 38 Section 1 Paragraph 11 and Section 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, informs that on 28 March 2012 the General Meeting of Shareholders of Synthos S.A. passed resolution No. 9 on the payment of dividend in the amount of PLN 661 625 000 (six hundred sixty one million six hundred twenty five thousand zlotys) i.e. PLN 0.50 per share. The dividend covers all of the Issuer’s shares amounting to 1 323 250 000 (one billion three hundred twenty three million two hundred fifty thousand).
