› Quotations
You are: Home site | Investor relations | Market filings | Current reports
› Current reports
Year 2012
03.02.2012
Current report no. 4/2012
Description: Conclusion of trade agreement with Izostal SA
Description: Conclusion of trade agreement with Izostal SA
On 3th February 2012 Stalprofil SA signed a trade agreement with its subsidiary Izostal SA in Zawadzkie, whose purpose is sale of steel products by Stalprofil SA to the company Izostal SA.
Following the conclusion of this transaction, the total value of contracts concluded by Stalprofil SA with the contractor during the period from 29.09.2011 to 03.02.2012 (ie from the date of publication of the current report no. 20/2011) exceeded 10% of the Company's equity and amounted to 31 726 thousand PLN.
Agreement with the highest value given in that period between the parties is the sales contract concluded on 3th February 2012, under which Stalprofil SA until 30th March 2012 will provide for Izostal SA steel products with a value of 17 123 thousand PLN.
Terms of the contract (transaction) does not provide for penalties and does not differ from those commonly used for this type of agreement.
Agreements entered into with the contractor meet all criteria of a significant agreement because their total value exceeds 10% of the equity of the issuer.
Following the conclusion of this transaction, the total value of contracts concluded by Stalprofil SA with the contractor during the period from 29.09.2011 to 03.02.2012 (ie from the date of publication of the current report no. 20/2011) exceeded 10% of the Company's equity and amounted to 31 726 thousand PLN.
Agreement with the highest value given in that period between the parties is the sales contract concluded on 3th February 2012, under which Stalprofil SA until 30th March 2012 will provide for Izostal SA steel products with a value of 17 123 thousand PLN.
Terms of the contract (transaction) does not provide for penalties and does not differ from those commonly used for this type of agreement.
Agreements entered into with the contractor meet all criteria of a significant agreement because their total value exceeds 10% of the equity of the issuer.
01.02.2012
Current report no. 3/2012
Description: Signing of annexes to loan agreements with BRE Bank SA
Description: Signing of annexes to loan agreements with BRE Bank SA
On 1 February 2012 Stalprofil SA signed with BRE Bank SA in Warsaw, O/Katowice two annexes to credit agreements for another year, extending the validity period of credit lines used by the issuer to finance current business from 16 March 2012 to 30 January 2013.
Following the conclusion of these annexes Stalprofil SA may use to 30 January 2013 credit lines at BRE Bank SA about which the Company informed in the Current Report no. 22/2011:
- revolving working capital loan (short-term) of PLN 10 million,
- multi-currency loan in the current account in the amount of 15 mln PLN.
The Company recognizes the agreements concluded to be significant, as their total value exceeds 10% of the equity of the issuer.
The financial terms under which the Company will use the granted limits do not differ from the commonly used for such agreements and are based on WIBOR + margin of the bank.
The basic law providing the credit limit, which were put in the Current Report no. 22/2011, remain unchanged.
Following the conclusion of these annexes Stalprofil SA may use to 30 January 2013 credit lines at BRE Bank SA about which the Company informed in the Current Report no. 22/2011:
- revolving working capital loan (short-term) of PLN 10 million,
- multi-currency loan in the current account in the amount of 15 mln PLN.
The Company recognizes the agreements concluded to be significant, as their total value exceeds 10% of the equity of the issuer.
The financial terms under which the Company will use the granted limits do not differ from the commonly used for such agreements and are based on WIBOR + margin of the bank.
The basic law providing the credit limit, which were put in the Current Report no. 22/2011, remain unchanged.
17.01.2012
Current report no. 2/2012
Description: Submission of resignation by a member of the Supervisory Board of Stalprofil SA
Description: Submission of resignation by a member of the Supervisory Board of Stalprofil SA
On 17 January 2012 the issuer was informed that Mr. Gaetan Stiers resigned as a Supervisory Board member Stalprofil SA.
Mr. Gaetan Stiers who is also a member of the Audit Committee of the Supervisory Board of Stalprofil SA resigned as a member of the Supervisory Board of the date of holding the Annual General Meeting of Stalprofil SA.
Mr. Gaetan Stiers did not give reasons for his resignation.
Mr. Gaetan Stiers who is also a member of the Audit Committee of the Supervisory Board of Stalprofil SA resigned as a member of the Supervisory Board of the date of holding the Annual General Meeting of Stalprofil SA.
Mr. Gaetan Stiers did not give reasons for his resignation.
04.01.2012
Current report no. 1/2012
Description: Dates of publishing financial reports in 2012
Description: Dates of publishing financial reports in 2012
Management Board of Stalprofil SA informs about fixed dates of publishing financial reports in 2012:
- consolidated quarterly report for Q4 2011 - 29.02.2012
- consolidated quarterly report for Q1 2012 - 15.05.2012
- consolidated quarterly report for Q3 2012 - 14.11.2012
- consolidated half-year report for the first half-year of 2012 including shortened half-year financial statement - 31.08.2012
- standalone annual report for 2011 - 30.04.2012
- consolidated annual report for 2011 - 30.04.2012
According to § 83 cl. 1 of the Regulation of the Minister of Finance Management Board of Stalprofil SA will publish consolidated quarterly reports inluding shortened financial information instead of standalone quarterly reports.
Year 2011
30.12.2011
Current report no. 24/2011
Description: Correction of the current report no. 24/2011
Description: Correction of the current report no. 24/2011
In connection with the occurrence of error in the current report no. 24/2011, the date to which the result of an annex signed with Kredyt Bank SA has extended financial credit agreement (medium-term) in the current account in the amount of PLN 10 million, the Management Board of Stalprofil SA publishes original correction content of the report.
In the original content of the report RB24/2011 was:
"In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 11 December 2013
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 11 December 2013) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term."
The content of the report 24/2011 should be:
"In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 24 January 2014
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 24 January 2014) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term."
In the original content of the report RB24/2011 was:
"In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 11 December 2013
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 11 December 2013) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term."
The content of the report 24/2011 should be:
"In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 24 January 2014
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 24 January 2014) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term."
28.12.2011
Current report no. 24/2011
Description: Conclusion of annexes to the loan agreements with Kredyt Bank SA
Description: Conclusion of annexes to the loan agreements with Kredyt Bank SA
On 27 December 2011 Stalprofil SA signed with Kredit Bank SA II O/Katowice five annexes to credit agreements that extend the terms and conditions of individual credit lines granted to the Company by Kredyt Bank SA.
In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 11 December 2013
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 11 December 2013) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term.
Financial conditions under which the Company will use the granted limits do not differ from those prevailing on the market for this type of contracts and are based on WIBOR + margin of the bank.
The Company recognizes the contract as significant as their total value exceeds 10% of the equity of the issuer.
Legal protection to granted by Kredyt Bank SA credit lines are: registered pledge on commercial goods owned by Stalprofil, worth PLN 10 million net and assignment of receivables from commercial contracts with an annual sales value of PLN 40 million. Assets, which established a limited right in rem in favor of Kredyt Bank SA, the Company considers to be of significant value because their value exceeds the PLN equivalent of EUR 1 million.
In connection with the extension of the term of the loan agreements in question, Stalprofil SA is able to use
- working capital loan in the amount of PLN 24 million, the deadline of January 24, 2013
- working capital loan in the amount of USD 3,100,000, the deadline of January 24, 2013
- working capital loan (medium-term) in the current account to the amount of PLN 10,000,000, until 11 December 2013
- for opening letters of credit limit to the amount of PLN 8.5 million, by the deadline of January 25, 2013
- discount credit to the amount of PLN 3.5 million, by the deadline of January 25, 2013
Credit limits granted by the Company will be used to finance current business. Extension of the provision of working capital loan in the current account in the amount of PLN 10 million was at the request of the Company for a period of two years (until 11 December 2013) and results from the Company's efforts to ensure the availability of a stable, external sources of financing in the longer term.
Financial conditions under which the Company will use the granted limits do not differ from those prevailing on the market for this type of contracts and are based on WIBOR + margin of the bank.
The Company recognizes the contract as significant as their total value exceeds 10% of the equity of the issuer.
Legal protection to granted by Kredyt Bank SA credit lines are: registered pledge on commercial goods owned by Stalprofil, worth PLN 10 million net and assignment of receivables from commercial contracts with an annual sales value of PLN 40 million. Assets, which established a limited right in rem in favor of Kredyt Bank SA, the Company considers to be of significant value because their value exceeds the PLN equivalent of EUR 1 million.
22.12.2011
Current report no. 23/2011
Description: Conclusion of annex to commercial contract with Hemat Trade Ostrava a.s.
Description: Conclusion of annex to commercial contract with Hemat Trade Ostrava a.s.
On 22 December 2011 the Management Board of Stalprofil SA was notified about the conclusion (signing) of annex to the commercial contract with the company Hemat Trade Ostrava a.s. based in Ostrava (Czech Republic), which for two consecutive years (from 1 January 2012 to December 31, 2013) extended the validity of the contract concluded between the parties on 05 November 2010 (Current report no. 24/2010).
The subject of the contract concluded between the parties is sale by Stalprofil SA to the company Hemat Trade Ostrava a.s. of steel products including hot-rolled profiles, angles, rails and other steel products mainly for the Czech market and the markets of other European Union countries.
Deliveries of steel products will be implemented by Stalprofil SA on the basis of orders placed by the recipient, gradually throughout the duration of the contract, ie from 01.01.2012 to 31.12.2013.
The total estimated value of the supplies covered by the contained contract Stalprofil SA estimated to about 60 million PLN net (Stalprofil SA estimates that each year of the contract, ie: 2012 and 2013, the value of sales resulting from this contract will amount to PLN 30 million net).
Conditions of the contract does not deviate from the commonly used terms for such agreements. The agreement does not contain any penalty clauses.
The contract meets the criterion of a significant agreement because its expected value exceeds 10% of the equity of the issuer.
The subject of the contract concluded between the parties is sale by Stalprofil SA to the company Hemat Trade Ostrava a.s. of steel products including hot-rolled profiles, angles, rails and other steel products mainly for the Czech market and the markets of other European Union countries.
Deliveries of steel products will be implemented by Stalprofil SA on the basis of orders placed by the recipient, gradually throughout the duration of the contract, ie from 01.01.2012 to 31.12.2013.
The total estimated value of the supplies covered by the contained contract Stalprofil SA estimated to about 60 million PLN net (Stalprofil SA estimates that each year of the contract, ie: 2012 and 2013, the value of sales resulting from this contract will amount to PLN 30 million net).
Conditions of the contract does not deviate from the commonly used terms for such agreements. The agreement does not contain any penalty clauses.
The contract meets the criterion of a significant agreement because its expected value exceeds 10% of the equity of the issuer.
15.12.2011
Current report no. 22/2011
Description: The conclusion of loan agreements with BRE Bank SA
Financial conditions under which the Company will use the granted limits do not differ from commonly used for such contracts and are based on WIBOR + margin of the bank.
There have also been unchanged the fundamental legal safeguards in the total credit limit of BRE Bank SA in relation to the securities listed in the publication of the Company's current report no. 6/2011, which are: registered pledge on commercial goods owned Stalprofil SA with a total value of the net price at the level of registration 31 million PLN and assignment of receivables with commercial contracts, with an estimated value of 6 million PLN.
Description: The conclusion of loan agreements with BRE Bank SA
On 15 December 2011 the Managenent Board of Stalprofil SA was notified about the conclusion (signing by the Bank) of credit agreement (medium-term) for the amount of PLN 10 million with BRE Bank SA in Warsaw O/Katowice and at the same time the conclusion of addendum to working capital loan agreement (short-term), which reduces the current value of short-term loan to 10 million PLN.
The company has made in this way the conversion of credit limit from short-term to medium-term, protecting itself in the long-term availability of external financing of current economic activity.
As a result of agreements Stalprofil SA can still use the credit limit at BRE Bank SA in total, unchanged valur of 35 million PLN, including:
- revolving working capital loan (medium-term) in the amount of PLN 10 million, until 11 December 2013,
- revolving working capital loan (short-term) in the amount of PLN 10 million, until 16 March 2012,
- multi-currency loan in the current account in the amount of PLN 15 million, until 16 March 2012.
The Company recognizes the agreements concluded to be significant, because their total value exceeds 10% of the equity of the issuer.
The company has made in this way the conversion of credit limit from short-term to medium-term, protecting itself in the long-term availability of external financing of current economic activity.
As a result of agreements Stalprofil SA can still use the credit limit at BRE Bank SA in total, unchanged valur of 35 million PLN, including:
- revolving working capital loan (medium-term) in the amount of PLN 10 million, until 11 December 2013,
- revolving working capital loan (short-term) in the amount of PLN 10 million, until 16 March 2012,
- multi-currency loan in the current account in the amount of PLN 15 million, until 16 March 2012.
The Company recognizes the agreements concluded to be significant, because their total value exceeds 10% of the equity of the issuer.
Financial conditions under which the Company will use the granted limits do not differ from commonly used for such contracts and are based on WIBOR + margin of the bank.
There have also been unchanged the fundamental legal safeguards in the total credit limit of BRE Bank SA in relation to the securities listed in the publication of the Company's current report no. 6/2011, which are: registered pledge on commercial goods owned Stalprofil SA with a total value of the net price at the level of registration 31 million PLN and assignment of receivables with commercial contracts, with an estimated value of 6 million PLN.
15.11.2011
Current report no. 21/2011
Description: Significant agreement
Description: Significant agreement
On 15 November 2011 Stalprofil SA signed another trade agreement with Śląska Fabryka Urządzeń Górniczych "MONTANA" SA with its registered seat in Katowice of sale of steel products (wire rod) by Stalprofil SA to the company MONTANA SA.
The total value of contracts for the sale of steel products made by Stalprofil SA for the contractor in the past 12 months amounted to PLN 32,549,371 and exceeded the value of 10% of the equity of the Company (including the agreement concluded on 15 November 2011.)
Agreement with the largest value between the parties over the last twelve months is the contract for the sale of steel products (wire rod), concluded on 10 October 2011, which included delivery of steel products by Stalprofil SA to MONTANA SA, in the month of October, the value of 7,729,176 PLN.
Terms of the contract do not provide for penalties and do not differ from those commonly used for this type of agreement.
Contract of sale of steel products contained with the contractor in the past 12 months, meet all the criterion of a significant agreement because their value exceeds 10% of the equity of the issuer.
The total value of contracts for the sale of steel products made by Stalprofil SA for the contractor in the past 12 months amounted to PLN 32,549,371 and exceeded the value of 10% of the equity of the Company (including the agreement concluded on 15 November 2011.)
Agreement with the largest value between the parties over the last twelve months is the contract for the sale of steel products (wire rod), concluded on 10 October 2011, which included delivery of steel products by Stalprofil SA to MONTANA SA, in the month of October, the value of 7,729,176 PLN.
Terms of the contract do not provide for penalties and do not differ from those commonly used for this type of agreement.
Contract of sale of steel products contained with the contractor in the past 12 months, meet all the criterion of a significant agreement because their value exceeds 10% of the equity of the issuer.
29.09.2011
Current report no. 20/2011
Description: Transaction with its subsidiary Izostal SA
Description: Transaction with its subsidiary Izostal SA
On September 29, 2011 Stalprofil S.A. concluded another commercial transaction with its subsidiary Izostal SA seated in Zawadzkie. The transaction covers the sale of steel products by Stalprofil SA to Izostal SA. Consequently to the concluded transaction, the value of goods (steel products) sold by Stalprofil SA to this customer from 22.02.2011 (date of publishing the current report 4/2011) to date has exceeded 10% of Company equity.
Total value of steel products sale realized by Stalprofil SA to Izostal SA from 22.02.2011 to 29.09.2011 amounts to PLN 29,350 thousand (net).
The largest-value contract concluded by the parties in this period is the steel products sale transaction concluded on July 28, 2011 of the vaue of PLN 2,432 thousand (net).
The terms and conditions of the contract (transaction) do not provide for contractual damages and do not vary from the conditions applied commonly for such contracts.
The aggregate steel products sale transactions with this customer meet the criterion of a significant contract as their aggregate value exceeds 10% of the issuer's equity.
Legal basis: §5 cl. 1 item 3 of the Ordinance of the Minister of Finance of February 19, 2009 on current and periodic information (...)
Total value of steel products sale realized by Stalprofil SA to Izostal SA from 22.02.2011 to 29.09.2011 amounts to PLN 29,350 thousand (net).
The largest-value contract concluded by the parties in this period is the steel products sale transaction concluded on July 28, 2011 of the vaue of PLN 2,432 thousand (net).
The terms and conditions of the contract (transaction) do not provide for contractual damages and do not vary from the conditions applied commonly for such contracts.
The aggregate steel products sale transactions with this customer meet the criterion of a significant contract as their aggregate value exceeds 10% of the issuer's equity.
Legal basis: §5 cl. 1 item 3 of the Ordinance of the Minister of Finance of February 19, 2009 on current and periodic information (...)
12.08.2011
Current report no. 19/2011
Description: Signing of significant contract with entities from the ArcelorMittal Group
Description: Signing of significant contract with entities from the ArcelorMittal Group
On 12 August 2011 the Management Board of Stalprofil SA was informed on finalizing (signing by the other parties) trade agreement between Stalprofil SA and ArcelorMittal Commercial Sections SA in Luxembourg and ArcelorMittal Warszawa sp z o.o. in Warsaw. This Agreement sets out general conditions of trade cooperation, aiming to intensify sales of ArcelorMittal SA steel products (merchant bars) in 2011 through Stalprofil SA.
According to estimates of the Company throughout 2011 on the basis of that agreement Stalprofil SA will purchase steel products from those of the ArcelorMittal group of the gross value of approximately 162,5 million PLN (net value).
Deliveries of steel products manufactured by ArcelorMittal are implemented on the basis of orders made monthly by the issuer.
This agreement covers the contract period from 1 January 2011 to 31 December 2011.
The issuer considers the agreement to be significant because its value exceeds 10% of the Company's equity.
Terms of the contract do not differ significantly from those applicable to such contracts. The agreement does not contain penalty clauses.
According to estimates of the Company throughout 2011 on the basis of that agreement Stalprofil SA will purchase steel products from those of the ArcelorMittal group of the gross value of approximately 162,5 million PLN (net value).
Deliveries of steel products manufactured by ArcelorMittal are implemented on the basis of orders made monthly by the issuer.
This agreement covers the contract period from 1 January 2011 to 31 December 2011.
The issuer considers the agreement to be significant because its value exceeds 10% of the Company's equity.
Terms of the contract do not differ significantly from those applicable to such contracts. The agreement does not contain penalty clauses.
08.06.2011
Current report no. 18/2011
Description: Conclusion of an annex to the agreement of commercial cooperation with the subsidiary KOLB sp. z o.o.
Description: Conclusion of an annex to the agreement of commercial cooperation with the subsidiary KOLB sp. z o.o.
On 08 June 2011 Stalprofil SA (the seller) entered into an annex to the trade cooperation agreement with its subsidiary KOLB sp. z o.o. in Kolonowskie (the buyer). The cooperation agreement, about which Stalprofil SA informed in the current report 5/2011, sets out the terms and conditions under which the buyer in 2011 purchases from the seller metallurgical products offered by him.
Concluded annex increases the planned sales volume of steel products in 2011 by Stalprofil SA to KOLB sp. z o.o.
Stalprofil SA estimates that the total supply of steel products based on the agreement in 2011 will amount to approximately 35 million PLN (net value).
Other terms and conditions remain unchanged. The conditions of the contract do not differ from those commonly used for these type of contracts.
Concluded agreement meets the criterion of a significant agreement because its total value exceeds 10% of the equity of the issuer.
Concluded annex increases the planned sales volume of steel products in 2011 by Stalprofil SA to KOLB sp. z o.o.
Stalprofil SA estimates that the total supply of steel products based on the agreement in 2011 will amount to approximately 35 million PLN (net value).
Other terms and conditions remain unchanged. The conditions of the contract do not differ from those commonly used for these type of contracts.
Concluded agreement meets the criterion of a significant agreement because its total value exceeds 10% of the equity of the issuer.
27.05.2011
Current report no. 17/2011
Description: List of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA held on 26.05.2011
Description: List of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA held on 26.05.2011
The Management Board of Stalprofil SA announces the attached list of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA, which was held on 26 May 2011.
26.05.2011
Current report no. 16/2011
Description: Resolutions adopted by the Ordinary General Meeting of Stalprofil SA
Description: Resolutions adopted by the Ordinary General Meeting of Stalprofil SA
Management Board of Stalprofil SA conveys content of the resolutions adopted by the Ordinary General Meeting of Stalprofil SA on 26 May 2011 together with the results of the vote on each resolution.
General Meeting considered all points from the planned agenda. During the deliberations of the Ordinary General Meeting of Stalprofil SA, there were no objections to the minutes.
General Meeting considered all points from the planned agenda. During the deliberations of the Ordinary General Meeting of Stalprofil SA, there were no objections to the minutes.
26.05.2011
Current report no. 15/2011
Description: Adoption of resolution of General Meeting of Stalprofil SA on distribution of net profit for the year 2010
Description: Adoption of resolution of General Meeting of Stalprofil SA on distribution of net profit for the year 2010
Ordinary General Meeting of Stalprofil SA on 26 May 2011 adopted a resolution on the distribution of net profit for the year 2010. General Meeting approved the proposal of Stalprofil SA Board regarding the allocation of net profit for the year 2010 and allocated to the dividend for shareholders of the Company the amount of PLN 4,375,000.00, which gives 0,25 PLN dividend per share. All shares issued by the Company in an amount of 17.5 million units will be covered by the dividend.
Ordinary General Meeting Stalprofil SA decided that the date of establishing entitlement to the dividend will be 24 August 2011, the date of payment of dividend will take place on 13 September 2011.
Ordinary General Meeting Stalprofil SA decided that the date of establishing entitlement to the dividend will be 24 August 2011, the date of payment of dividend will take place on 13 September 2011.
23.05.2011
Current report no. 14/2011
Description: Supervisory Board approved the proposal of the Management Board regarding the allocation of net profit for the year 2010
Description: Supervisory Board approved the proposal of the Management Board regarding the allocation of net profit for the year 2010
Management Board of Stalprofil SA announces that the Supervisory Board at its meeting held on 23 May 2011 year adopted a resolution on the opinion of the proposal Management Board to the Annual General Meeting concerning the distribution of profit for the year 2010.
Supervisory Board recommended to the General Meeting proposal concerning the distribution of profit for the year 2010, including the use of a dividend to shareholders of the Company the amount of PLN 4,375,000, which is 0,25 PLN per share divi
The Supervisory Board raised no objections to the Management's proposal to appoint the dividend right day on 24.08.2011, and the date of payment of dividend on 13.09.2011.
The full text of the report of the Supervisory Board reviews of the financial statements of the Company, the Board's report on the activities of the Company and the proposal for distribution of net profit for the year 2010, together with a concise assessment of the Council on the situation of the Company in the year 2010, we pass attached.
Supervisory Board recommended to the General Meeting proposal concerning the distribution of profit for the year 2010, including the use of a dividend to shareholders of the Company the amount of PLN 4,375,000, which is 0,25 PLN per share divi
The Supervisory Board raised no objections to the Management's proposal to appoint the dividend right day on 24.08.2011, and the date of payment of dividend on 13.09.2011.
The full text of the report of the Supervisory Board reviews of the financial statements of the Company, the Board's report on the activities of the Company and the proposal for distribution of net profit for the year 2010, together with a concise assessment of the Council on the situation of the Company in the year 2010, we pass attached.
29.04.2011
Current report no. 13/2011
Description: List of information published by Stalprofil S.A. in 2010
Description: List of information published by Stalprofil S.A. in 2010
Management Board of Stalprofil S.A. submits the list of information published by Stalprofil S.A. in 2010. Text of all listed periodical and financial reports is available in the Company's headquarters and at the Company's internet page (stalprofil.com.pl). Some of the information enclosed in the listed reports may not be up to date.
29.04.2011
Current report no. 12/2011
Description: Content of the draft resolutions of the General Meeting of Stalprofil SA
Description: Content of the draft resolutions of the General Meeting of Stalprofil SA
Management Board of Stalprofil SA conveys the content of draft resolutions to be debated by the General Meeting of Stalprofil SA to be convened on 26 May 2011.
29.04.2011
Current report no. 11/2011
Description: Convening the Annual General Meeting
Description: Convening the Annual General Meeting
Acting pursuant to § 18 clause 2 of the Articles of Association of STALPROFIL S.A., and art. 395 and 399 §1 of the Commercial Companies Code, the Management Board of STALPROFIL S.A. convenes the Annual General Meeting to be held on May 26, 2011 in Dąbrowa Górnicza, ul. Roździeńskiego 11A, at 12:00.
Announcement of Ordinary General Meeting of Stalprofil SA is included as an annex to this report.
Announcement of Ordinary General Meeting of Stalprofil SA is included as an annex to this report.
15.04.2011
Current report no. 10/2011
Description: Prolongation of the loan agreement with PKO BP SA
Description: Prolongation of the loan agreement with PKO BP SA
On 15 April 2011 Stalprofil SA prolonged PKO BP SA based in Warsaw the loan multipurpose credit limit specified in the Polish currency, amounting to 45,000,000.00 zł.
Under the addendum contained Stalprofil may use the credit line granted in the period to 15 April 2014. Other conditions of the loan (which was disclosed in CR 40/2009) remain unchanged.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
Under the addendum contained Stalprofil may use the credit line granted in the period to 15 April 2014. Other conditions of the loan (which was disclosed in CR 40/2009) remain unchanged.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
13.04.2011
Current report no. 9/2011
Description: Management Board’s recommendation on dividend for 2009
Description: Management Board’s recommendation on dividend for 2009
In 13.04.2011 the Management Board of Stalprofil S.A. made decision on recommending the General Meeting of Shareholders proposal of allocating 2010 net profit, including proposial of dividend for shareholders of 4.375.000,00 PLN, that is 0,25 PLN per one share.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 24.08.2011 and the dividend pay day on 13.09.2011.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 24.08.2011 and the dividend pay day on 13.09.2011.
01.04.2011
Current report no. 8/2011
Description: Exemption by PKO BP of promissory note issued by Stalprofil SA to subsidiary Izostal SA
Description: Exemption by PKO BP of promissory note issued by Stalprofil SA to subsidiary Izostal SA
Referring to the current report 20/2010 dated 09.09.2010, the Management Board of Stalprofil SA announces that on 01.04.2011 Bank PKO BP SA in Warsaw - Regional Corporate Branch in Katowice slowed granted bail by a promissory note Stalprofil SA up to 22 million PLN, which was one of the security multipurpose credit limit granted by the Bank PKO BP SA to subsidiary Izostal in the amount of PLN 22,000,000.
Other information contained in the current report 20/2010 about the credit limit and its period of validity and the fundamental values of the securities remain unchanged.
Other information contained in the current report 20/2010 about the credit limit and its period of validity and the fundamental values of the securities remain unchanged.
31.03.2011
Current report no. 7/2011
Description: Conclusion of an agreement to purchase steel products
Description: Conclusion of an agreement to purchase steel products
On 31 March 2011 Stalprofil SA (buyer) entered into another commercial agreement with a foreign supplier of finished and semi-finished steel products Metinvest INTERNATIONAL S.A. (seller) based in Geneva (Switzerland). The contract covers supply of steel products (plates) offered by the seller for Stalprofil SA.
The total value of purchases of finished and semi-finished steel products, made by Stalprofil SA,from the contractor in the past 12 months exceeded 10% of the value of the issuer's equity and amounted to 26,934 thousand PLN net (including this transaction concluded on 31 March 2011).
The highest-value entered into with the contractor during the above period was the deal on the purchase by Stalprofil SA of steel products (plates), concluded on 27 September 2010, value amounting to 9,970 thousand PLN.
Financial terms of the agreement are similar to those commonly used for this type of agreement.
Contained in the past 12 months, purchases of goods and semi-finished steel from the contractor meet the criterion of a significant agreement because their total value exceeds 10% of the equity of the issuer.
The total value of purchases of finished and semi-finished steel products, made by Stalprofil SA,from the contractor in the past 12 months exceeded 10% of the value of the issuer's equity and amounted to 26,934 thousand PLN net (including this transaction concluded on 31 March 2011).
The highest-value entered into with the contractor during the above period was the deal on the purchase by Stalprofil SA of steel products (plates), concluded on 27 September 2010, value amounting to 9,970 thousand PLN.
Financial terms of the agreement are similar to those commonly used for this type of agreement.
Contained in the past 12 months, purchases of goods and semi-finished steel from the contractor meet the criterion of a significant agreement because their total value exceeds 10% of the equity of the issuer.
18.03.2011
Current report no. 6/2011
Description: Prolongation of loan agreements with BRE Bank SA
Description: Prolongation of loan agreements with BRE Bank SA
On 17 March 2011 Stalprofil SA signed with BRE Bank SA in Warsaw, O/Katowice two annexes to credit agreements for another year, extending the validity period of credit lines used by the issuer to finance current business.
Following the conclusion of these annexes Stalprofil SA may use to 16 March 2012 credit limit at BRE Bank SA in the total, unchanged amount of 35 mln zł, including:
- revolving working capital loan of PLN 24 million,
- multi-currency loan in the current account in the amount of 11 mln PLN.
The Company recognizes the agreements concluded to be significant, as their total value exceeds 10% of the equity of the issuer.
The financial terms under which the Company will use the granted limits do not differ from the commonly used for such agreements and are based on WIBOR + margin of the bank.
There was also amended the basic law providing the credit limit, which is established for the benefit of BRE Bank SA, registered pledge on commercial goods owned Stalprofil SA with a total value of the net recorded prices as high as 31 million PLN and made for the assignment of receivables owed to the Bank Stalprofil SA of commercial contracts, with an estimated 6 million PLN.
Assets, which establishes a limited right in rem in favor of the Bank Company considers significant value because their value exceeds the PLN equivalent of EUR 1 million.
Following the conclusion of these annexes Stalprofil SA may use to 16 March 2012 credit limit at BRE Bank SA in the total, unchanged amount of 35 mln zł, including:
- revolving working capital loan of PLN 24 million,
- multi-currency loan in the current account in the amount of 11 mln PLN.
The Company recognizes the agreements concluded to be significant, as their total value exceeds 10% of the equity of the issuer.
The financial terms under which the Company will use the granted limits do not differ from the commonly used for such agreements and are based on WIBOR + margin of the bank.
There was also amended the basic law providing the credit limit, which is established for the benefit of BRE Bank SA, registered pledge on commercial goods owned Stalprofil SA with a total value of the net recorded prices as high as 31 million PLN and made for the assignment of receivables owed to the Bank Stalprofil SA of commercial contracts, with an estimated 6 million PLN.
Assets, which establishes a limited right in rem in favor of the Bank Company considers significant value because their value exceeds the PLN equivalent of EUR 1 million.
25.02.2011
Current report no. 5/2011
Description: Significant agreement with a subsidiary KOLB sp. z o.o.
Description: Significant agreement with a subsidiary KOLB sp. z o.o.
On 25 February 2011 Stalprofil SA (the seller) has signed commercial agreement of cooperation with its subsidiary KOLB sp. z o.o. established in Kolonowskie (the buyer). Concluded agreement specifies the terms and conditions under which the buyer purchases steel products from the seller in 2011.
Deliveries of steel products will be implemented by Stalprofil SA to the buyer according to the filed sub-contracts for the duration of the contract, ie until 31 December 2011.
The value of supplies of steel products in 2011 which will be made on the basis of the contract is estimated by the Company to approximately PLN 17.500.000 (net).
The conditions under which the contract has been signed are similar to those commonly used for these type of contracts.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
Deliveries of steel products will be implemented by Stalprofil SA to the buyer according to the filed sub-contracts for the duration of the contract, ie until 31 December 2011.
The value of supplies of steel products in 2011 which will be made on the basis of the contract is estimated by the Company to approximately PLN 17.500.000 (net).
The conditions under which the contract has been signed are similar to those commonly used for these type of contracts.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
22.02.2011
Current report no. 4/2011
Description: Conclusion of sales contract with Izostal SA
Description: Conclusion of sales contract with Izostal SA
On 21 February 2011 Stalprofil SA (the seller) entered into a sales agreement with a subsidiary Izostal SA in Zawadzkie (buyer) for the supply of Stalprofil SA to the buyer of steel pipes for construction of gas transmission pipes DN 500 and DN 700, the gross value of about 17,053,400 PLN (net 13,864,550 PLN)
Deliveries of steel pipes will be implemented by Stalprofil SA to the buyer within a period from March to April 2011.
Financial terms of the contract does not differ from those commonly used for this type of agreement.
The agreement includes the following provisions regarding penalties:
a) the Seller shall pay the Purchaser a contractual penalty for failure to meet delivery deadlines of 0.5% of the net late in the supply of lots for each full working day of delay. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
b) The Buyer shall pay the Seller a penalty for delay in receipt of the agreement, in the amount of 0.5% of the net unanswered batch of pipes for each full day of delay. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
c) the Seller shall pay the Purchaser a contractual penalty for withdrawing from the contract for reasons attributable to the Seller in the amount of 25.0% of the contractual wage rates specified in this agreement.
d) the Seller shall pay the Purchaser a contractual penalty for delay in removing the defects caused by the Seller of 1.0% of net supply considered defectively made, for each day of delay calculated from the date appointed for the removal of defects. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
e) The Buyer shall pay the Seller a penalty for withdrawing from the contract for reasons attributable to the Purchaser in the amount of 25.0% of the contractual wage rates specified in this agreement.
Regardless of the penalty Parties may pursue additional compensation - up to the injury suffered, in general terms. The above provisions do not apply in case of force majeure.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
Deliveries of steel pipes will be implemented by Stalprofil SA to the buyer within a period from March to April 2011.
Financial terms of the contract does not differ from those commonly used for this type of agreement.
The agreement includes the following provisions regarding penalties:
a) the Seller shall pay the Purchaser a contractual penalty for failure to meet delivery deadlines of 0.5% of the net late in the supply of lots for each full working day of delay. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
b) The Buyer shall pay the Seller a penalty for delay in receipt of the agreement, in the amount of 0.5% of the net unanswered batch of pipes for each full day of delay. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
c) the Seller shall pay the Purchaser a contractual penalty for withdrawing from the contract for reasons attributable to the Seller in the amount of 25.0% of the contractual wage rates specified in this agreement.
d) the Seller shall pay the Purchaser a contractual penalty for delay in removing the defects caused by the Seller of 1.0% of net supply considered defectively made, for each day of delay calculated from the date appointed for the removal of defects. Liquidated damages in this respect in any case not exceed 4.0% of contract value.
e) The Buyer shall pay the Seller a penalty for withdrawing from the contract for reasons attributable to the Purchaser in the amount of 25.0% of the contractual wage rates specified in this agreement.
Regardless of the penalty Parties may pursue additional compensation - up to the injury suffered, in general terms. The above provisions do not apply in case of force majeure.
Concluded agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
02.02.2011
Current report no. 3/2011
Description: Notice of increase in the total number of votes in the Company by Aviva OFE
Description: Notice of increase in the total number of votes in the Company by Aviva OFE
The Management Board of Stalprofil SA announces that on 2 February 2011 the Company received a notice of increase by Aviva Open Pension Fund Aviva BZ WBK (Aviva OFE) in the total number of votes in the company of more than 5%, as a result of the acquisition of shares of the Company contained on 25 January 2011.
Before the settlement of these transactions on 27 January 2011, Aviva OFE held 1,647,000 shares of the Company, representing 9.41% of share capital (issued shares) of the Company and entitling to 1,647,000 votes at the General Assembly, which constituted 4.92% of total number of votes.
After the conclusion and settlement of transactions referred to above, on 28 January 2011 Aviva OFE held 1,722,100 shares of the Company, representing 9.84% of share capital (the number of issued shares) of the Company and entitled to 1,722,100 votes at the General Assembly, which accounted for 5.14% of total votes.
Before the settlement of these transactions on 27 January 2011, Aviva OFE held 1,647,000 shares of the Company, representing 9.41% of share capital (issued shares) of the Company and entitling to 1,647,000 votes at the General Assembly, which constituted 4.92% of total number of votes.
After the conclusion and settlement of transactions referred to above, on 28 January 2011 Aviva OFE held 1,722,100 shares of the Company, representing 9.84% of share capital (the number of issued shares) of the Company and entitled to 1,722,100 votes at the General Assembly, which accounted for 5.14% of total votes.
21.01.2011
Current report no. 2/2011
Description: Prolongation of credit agreements with Kredyt Bank SA
Description: Prolongation of credit agreements with Kredyt Bank SA
On 21 January 2010 Stalprofil SA signed annexes to credit agreements with Kredyt Bank SA II O/Katowice, prolonging until 24 January 2012 duration of the credit limit, the total amount of PLN 55,000,000.
In connection with the extension of the validity of the credit agreements Stalprofil SA is able to enjoy over the next 12 months following bank products provided by the Bank :
- an overdraft facility in the amount of 31,410,000 PLN,
- revolving loan in the amount of 500,000 USD,
- current account credit in the amount of 10,000,000 PLN,
- letters of credit limit in the amount of 8,500,000 PLN,
- discount credit in the amount of 3,500,000 PLN.
Granted credit limits will be used by the Company to finance its current business.
Financial conditions under which the Company will benefit from the allocated limits are not different from those prevailing on the market for such contracts and are based on the WIBOR rate + bank margin.
The company considers the agreement as significant because its total value exceeds 10% of the issuer's equity.
Legal protection to the credit limit are: registered pledge on commercial goods owned by Stalprofil worth 10,000,000 PLN (net value), assignment of receivables of commercial contracts with annual value of 38,547,000 PLN. Assets which establish a limited right in rem in favor of Kredyt Bank the Company considers to be of significant value because their value exceeds the equivalent of 1 million euro.
In connection with the extension of the validity of the credit agreements Stalprofil SA is able to enjoy over the next 12 months following bank products provided by the Bank :
- an overdraft facility in the amount of 31,410,000 PLN,
- revolving loan in the amount of 500,000 USD,
- current account credit in the amount of 10,000,000 PLN,
- letters of credit limit in the amount of 8,500,000 PLN,
- discount credit in the amount of 3,500,000 PLN.
Granted credit limits will be used by the Company to finance its current business.
Financial conditions under which the Company will benefit from the allocated limits are not different from those prevailing on the market for such contracts and are based on the WIBOR rate + bank margin.
The company considers the agreement as significant because its total value exceeds 10% of the issuer's equity.
Legal protection to the credit limit are: registered pledge on commercial goods owned by Stalprofil worth 10,000,000 PLN (net value), assignment of receivables of commercial contracts with annual value of 38,547,000 PLN. Assets which establish a limited right in rem in favor of Kredyt Bank the Company considers to be of significant value because their value exceeds the equivalent of 1 million euro.
07.01.2011
Current report no. 1/2011
Description: Dates of publishing financial reports in 2011
Description: Dates of publishing financial reports in 2011
Management Board of Stalprofil SA informs about fixed dates of publishing financial reports in 2011:
- consolidated quarterly report for Q4 2010 - 01.03.2011
- consolidated quarterly report for Q1 2011 - 16.05.2011
- consolidated quarterly report for Q3 2011 - 14.11.2011
- consolidated half-year report for the first half-year of 2011 including shortened half-year financial statement - 31.08.2011
- standalone annual report for 2010 - 29.04.2011
- consolidated annual report for 2010 - 29.04.2011
According to § 83 cl. 1 of the Regulation of the Minister of Finance Management Board of Stalprofil SA will publish consolidated quarterly reports inluding shortened financial information instead of standalone quarterly reports.
Year 2010
15.12.2010
Current report no. 27/2010
Description: Significant agreement by the subsidiary Izostal SA
Description: Significant agreement by the subsidiary Izostal SA
On 14 December 2010 Izostal SA - the subsidiary of STALPROFIL SA - signed a supply contract with Zakład Remontowy Urządzeń Gazowniczych Sp. z o.o. established in Pogórska Wola (Purchaser), whose purpose is to implement the Izostal SA to supply steel pipes insulated wire according to the specifications indicated in the agreement (and 3LPP 3LPE Sv).
Deadline for delivery is until May 2011.
The value of deliveries under the contract amounts to 17,983,205.50 PLN net.
The agreement includes the following provisions regarding penalties:
1. Supplier is obligated to pay liquidated damages to the Purchaser:
a) for each day of delay in the execution of the Contract in the amount of 0.25% of net payment,
b) for withdrawal from the Agreement by Supplier for reasons for which he is responsible, amounting to 10% of the net payment,
c) for the delay in the removal of the defects of 0.25% of the net payment for each day of delay from the date of the deadline set by the defect.
2. Purchaser shall pay a penalty to Supplier:
a) for withdrawing from the agreement with the reasons for which Supplier is not liable in the amount of 10% of the net payment.
Either party may claim damages in excess of contractual penalties.
The agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
Deadline for delivery is until May 2011.
The value of deliveries under the contract amounts to 17,983,205.50 PLN net.
The agreement includes the following provisions regarding penalties:
1. Supplier is obligated to pay liquidated damages to the Purchaser:
a) for each day of delay in the execution of the Contract in the amount of 0.25% of net payment,
b) for withdrawal from the Agreement by Supplier for reasons for which he is responsible, amounting to 10% of the net payment,
c) for the delay in the removal of the defects of 0.25% of the net payment for each day of delay from the date of the deadline set by the defect.
2. Purchaser shall pay a penalty to Supplier:
a) for withdrawing from the agreement with the reasons for which Supplier is not liable in the amount of 10% of the net payment.
Either party may claim damages in excess of contractual penalties.
The agreement meets the criterion of a significant agreement because its value exceeds 10% of the equity of the issuer.
07.12.2010
Current report no. 26/2010
Description: Conclusion of the grant for the subsidiary KOLB sp. z o.o.
Description: Conclusion of the grant for the subsidiary KOLB sp. z o.o.
In reference to current reports 17/2010 and 25/2010 we announce that on 7 December 2010, the subsidiary Kolb sp. z o.o. concluded with the Polish Agency for Enterprise Development, represented by the Regional Financing Institution - Silesia Foundation for Development and Local Initiatives, established in Opole, a grant agreement under measure 1.4 and measure 4.1 of the Operational Programme Innovative Economy 2007-2013.
The subject of the contract is to provide the company KOLB sp z o.o. grant in the amount of PLN 3,552,375 for the project "Developing the concept of materials and innovative system design of steel structures - Adamantis"
This project is an innovative element of the expansion and modernization of the productive base of the company KOLB, increasing its market competitiveness and giving it an opportunity to develop steel construction for, inter alia, food and chemical industries.
The subject of the contract is to provide the company KOLB sp z o.o. grant in the amount of PLN 3,552,375 for the project "Developing the concept of materials and innovative system design of steel structures - Adamantis"
This project is an innovative element of the expansion and modernization of the productive base of the company KOLB, increasing its market competitiveness and giving it an opportunity to develop steel construction for, inter alia, food and chemical industries.
10.11.2010
Current report no. 25/2010
Description: Changing the amount of the grant awarded by PARP to the subsidiary KOLB sp. z o.o.
Description: Changing the amount of the grant awarded by PARP to the subsidiary KOLB sp. z o.o.
In addition to the current report 17/2010 we announce that on 10 November 2010 the Management Board of Stalprofil SA was notified about the correction of the grant awarded for the subsidiary KOLB sp. z o.o., which is due to change of the status of KOLB sp. z o.o. (applicant) between the date of submission of the grant and the date of signing the grant agreement.
As a result of changes in the status from SME (small medium enterprise) to large entreprise the amount of financing the project has been reduced to 1,432,900 PLN. The total recommended amount of funding is currently 3,552,375 PLN.
Reducing the amount of subsidy will not change the scope and changing the term of the investment. Company KOLB sp. z o.o. has secured funding for the whole investment.
As a result of changes in the status from SME (small medium enterprise) to large entreprise the amount of financing the project has been reduced to 1,432,900 PLN. The total recommended amount of funding is currently 3,552,375 PLN.
Reducing the amount of subsidy will not change the scope and changing the term of the investment. Company KOLB sp. z o.o. has secured funding for the whole investment.
05.11.2010
Current report no. 24/2010
Description: Significant agreement with HEMAT Trade Ostrava a.s.
Description: Significant agreement with HEMAT Trade Ostrava a.s.
On 5 November 2010 Stalprofil SA signed a commercial contract with HEMAT Trade Ostrava a.s. based in Ostrava (Czech Republic), whose subject is the sale by Stalprofil SA steel products including hot rolled sections, angles, rails and other steel products used mainly to EU markets, for the company HEMAT Trade Ostrava a.s.
Deliveries of steel products will be realized by Stalprofil SA on the basis of orders placed by the recipient, gradually throughout the duration of the contract, ie from 01.01.2011 to 31.12.2011.
The total estimated value of the supplies covered by the contract concluded is estimated at a value of approximately 30 million PLN net. Conditions of the contract does not deviate from the commonly used terms for this type of agreement.
The contract meets the criterion of a significant agreement because its expected value exceeds 10% of the equity of the issuer.
Deliveries of steel products will be realized by Stalprofil SA on the basis of orders placed by the recipient, gradually throughout the duration of the contract, ie from 01.01.2011 to 31.12.2011.
The total estimated value of the supplies covered by the contract concluded is estimated at a value of approximately 30 million PLN net. Conditions of the contract does not deviate from the commonly used terms for this type of agreement.
The contract meets the criterion of a significant agreement because its expected value exceeds 10% of the equity of the issuer.
21.10.2010
Current report no. 23/2010
Description: Conclusion of the commercial agreement with Ferrum SA
Description: Conclusion of the commercial agreement with Ferrum SA
On October 21, 2010 Stalprofil SA entered into the commercial agreement with the company Ferrum SA seated in Katowice (Seller), the purpose of which is the purchase by Stalprofil SA (Buyer) of the steel pipes produced by the seller and applicable for the construction of gas transmission networks, of the gross value of approx. PLN 16,000,000 (net value of PLN 13,079,300 with a tolerance of 0.3%).
The steel pipes will be delivered by the seller to Stalprofil S.A. starting from October 2010 to January 2011.
The financial conditions of the concluded agreement do not differ from the terms used commonly in such contracts.
The agreement includes the following contractual penalty clauses:
a) the Seller shall pay the contractual penalty to the Buyer for the failure to meet the delivery terms in the amount of 0.5% of the net price of the delayed delivery batch for each full day of delay. On no account shall the contractual penalty arising therefrom exceed 8.0% of the agreement value.
b) the Buyer shall pay to the Seller the contractual penalty for delay in the receipt of the contractual Object in the amount of 0.5% of the net price of the pipes batch that has not been collected for each full day of delay. On no account shall the contractual penalty arising therefrom exceed 8.0% of the Agreement's value.
c) the Seller shall pay to the Buyer the contractual penalty for withdrawal from the agreement for reasons attributable to the Seller, in the amount of 25% of the price of the contractual remuneration specified in this agreement.
d) the Seller shall pay to the Buyer the contractual penalty for delay in rectification of defects attributable to the Seller in the amount of 1% of the price of the delivery considered defective, for each day of delay calculated from the day indicated as the day of rectifying the defect. On no account shall the contractual penalty arising therefrom exceed 8% of the contractual price.
e) the Buyer shall pay to the Seller the contractual penalty for withdrawal from the agreement for reasons attributable to the Buyer in the amount of 25% of the contractual remuneration specified in this agreement.
Irrespective of the contractual penalties, the Parties may claim some supplementary compensation - up to the amount of the incurred damage, on general principles. The above-mentioned regulations are not applicable for a force majeure event.
The concluded agreement fulfills the conditions of a significant agreement, as the total value exceeds 10% of the issuer's equity.
Legal basis: §5 clause 1 item 3 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and regular information provided by issuers of securities (...)
The steel pipes will be delivered by the seller to Stalprofil S.A. starting from October 2010 to January 2011.
The financial conditions of the concluded agreement do not differ from the terms used commonly in such contracts.
The agreement includes the following contractual penalty clauses:
a) the Seller shall pay the contractual penalty to the Buyer for the failure to meet the delivery terms in the amount of 0.5% of the net price of the delayed delivery batch for each full day of delay. On no account shall the contractual penalty arising therefrom exceed 8.0% of the agreement value.
b) the Buyer shall pay to the Seller the contractual penalty for delay in the receipt of the contractual Object in the amount of 0.5% of the net price of the pipes batch that has not been collected for each full day of delay. On no account shall the contractual penalty arising therefrom exceed 8.0% of the Agreement's value.
c) the Seller shall pay to the Buyer the contractual penalty for withdrawal from the agreement for reasons attributable to the Seller, in the amount of 25% of the price of the contractual remuneration specified in this agreement.
d) the Seller shall pay to the Buyer the contractual penalty for delay in rectification of defects attributable to the Seller in the amount of 1% of the price of the delivery considered defective, for each day of delay calculated from the day indicated as the day of rectifying the defect. On no account shall the contractual penalty arising therefrom exceed 8% of the contractual price.
e) the Buyer shall pay to the Seller the contractual penalty for withdrawal from the agreement for reasons attributable to the Buyer in the amount of 25% of the contractual remuneration specified in this agreement.
Irrespective of the contractual penalties, the Parties may claim some supplementary compensation - up to the amount of the incurred damage, on general principles. The above-mentioned regulations are not applicable for a force majeure event.
The concluded agreement fulfills the conditions of a significant agreement, as the total value exceeds 10% of the issuer's equity.
Legal basis: §5 clause 1 item 3 of the Ordinance of the Minister of Finance of February 19, 2009 regarding current and regular information provided by issuers of securities (...)
21.09.2010
Current report no. 22/2010
Description: Conclusion of contract with Ferrum SA
Description: Conclusion of contract with Ferrum SA
Stalprofil SA on 21 September 2010 finalized purchase-sale contract with company Ferrum SA in Katowice (the seller), which purpose is purchase by Stalprofil SA of steel pipes manufactured by the seller for construction of gas transmission networks, the the gross value of approximately 11.8 million PLN.
Total purchases of steel pipes (gross) by Stalprofil SA from the seller, in the past 12 months exceeded the value of 10% of the equity of the issuer, reaching the value of approximately 16 million PLN gross.
Purchase-sale contract finalized on 21 September 2010 is the highest value of the transactions concluded with the contractor during the abovementioned period.
Financial terms of the contract do not deviate from the commonly used for this type of agreement.
The agreement includes the following provisions on penalties:
a) the seller shall pay the buyer a penalty for failure to meet delivery dates of 0.5% of the net price for each full day of delay in the supply. Contractual penalty in this respect in any case will not exceed 8.0% of the contract value.
b) the buyer shall pay the seller a penalty for delay in the receipt of the contracted tubes in the amount of 0.5% of the net price for each full day of delay. Contractual penalty in this respect in any case will not exceed 8.0% of the value of the contract.
c) the seller shall pay the buyer a penalty for withdrawing from the contract for reasons attributable to the seller in the amount of 25% of the contract fee specified in this agreement.
d) the seller shall pay the buyer a penalty for delay in removing defects
for reasons attributable to the seller in the amount of 1% of the price of supply of defectively made tubes, for each day of delay calculated from the date appointed for the removal of defects. Contractual penalty in this respect in no case exceeds 8% of the contract.
e) the buyer shall pay the seller a penalty for withdrawing from the contract for reasons attributable to the buyer in the amount of 25% of the contract fee specified in this agreement.
Regardless of the penalty parties may claim additional compensation - to the extent of the losses, in general terms. These provisions do not apply in case of force majeure.
Transactions contained in the past 12 months with the aforementioned contractor meet the criterion of a significant agreement because their total value exceeds 10% of the equity of the issuer.
Total purchases of steel pipes (gross) by Stalprofil SA from the seller, in the past 12 months exceeded the value of 10% of the equity of the issuer, reaching the value of approximately 16 million PLN gross.
Purchase-sale contract finalized on 21 September 2010 is the highest value of the transactions concluded with the contractor during the abovementioned period.
Financial terms of the contract do not deviate from the commonly used for this type of agreement.
The agreement includes the following provisions on penalties:
a) the seller shall pay the buyer a penalty for failure to meet delivery dates of 0.5% of the net price for each full day of delay in the supply. Contractual penalty in this respect in any case will not exceed 8.0% of the contract value.
b) the buyer shall pay the seller a penalty for delay in the receipt of the contracted tubes in the amount of 0.5% of the net price for each full day of delay. Contractual penalty in this respect in any case will not exceed 8.0% of the value of the contract.
c) the seller shall pay the buyer a penalty for withdrawing from the contract for reasons attributable to the seller in the amount of 25% of the contract fee specified in this agreement.
d) the seller shall pay the buyer a penalty for delay in removing defects
for reasons attributable to the seller in the amount of 1% of the price of supply of defectively made tubes, for each day of delay calculated from the date appointed for the removal of defects. Contractual penalty in this respect in no case exceeds 8% of the contract.
e) the buyer shall pay the seller a penalty for withdrawing from the contract for reasons attributable to the buyer in the amount of 25% of the contract fee specified in this agreement.
Regardless of the penalty parties may claim additional compensation - to the extent of the losses, in general terms. These provisions do not apply in case of force majeure.
Transactions contained in the past 12 months with the aforementioned contractor meet the criterion of a significant agreement because their total value exceeds 10% of the equity of the issuer.
21.09.2010
Current report no. 21/2010
Description: Signing of significant contract with entities from the ArcelorMittal Group
Description: Signing of significant contract with entities from the ArcelorMittal Group
On 21 September 2010 the Board of Stalprofil SA was informed on finalizing (signing by the other parties) trade agreement between Stalprofil SA and ArcelorMittal Commercial Sections SA in Luxembourg, ArcelorMittal Ostrava AS in Ostrava, ArcelorMittal Poland SA in Dabrowa Gornicza and ArcelorMittal Warszawa sp z o.o. in Warsaw.
This Agreement sets out general conditions of trade cooperation, aiming to intensify sales of ArcelorMittal SA long steel products in 2010 through Stalprofil SA.
According to estimates of the Company throughout 2010 on the basis of that agreement Stalprofil SA will purchase steel products from those of the ArcelorMittal group of the gross value of approximately 217 million PLN (net of approximately 178 million PLN).
Deliveries of steel products manufactured by ArcelorMittal are implemented on the basis of orders made monthly by the issuer.
This agreement covers the contract period from 1 January 2010 to 31 December 2010.
The issuer considers the agreement to be significant because its value exceeds 10% of the Company's equity.
Terms of the contract do not differ significantly from those applicable to such contracts.
This Agreement sets out general conditions of trade cooperation, aiming to intensify sales of ArcelorMittal SA long steel products in 2010 through Stalprofil SA.
According to estimates of the Company throughout 2010 on the basis of that agreement Stalprofil SA will purchase steel products from those of the ArcelorMittal group of the gross value of approximately 217 million PLN (net of approximately 178 million PLN).
Deliveries of steel products manufactured by ArcelorMittal are implemented on the basis of orders made monthly by the issuer.
This agreement covers the contract period from 1 January 2010 to 31 December 2010.
The issuer considers the agreement to be significant because its value exceeds 10% of the Company's equity.
Terms of the contract do not differ significantly from those applicable to such contracts.
09.09.2010
Current report no. 20/2010
Description: Conclusion of loan agreement between the subsidiary Izostal SA and PKO BP SA
Description: Conclusion of loan agreement between the subsidiary Izostal SA and PKO BP SA
Stalprofil SA announces that on 08.09.2010 Izostal SA subsidiary has signed with PKO BP SA in Warsaw, the Regional Corporate Office in Katowice, a loan agreement in the form of multipurpose credit limit of up to 22 million PLN to finance current operations. The new agreement replaces the agreement in the amount of PLN 14 million, of which the issuer informed in the CR 15/2010 dated 09.07.2010.
Following the conclusion of the contract Izostal SA will be able to use in the period from 09.09.2010 to 08.09.2013 the following bank products:
- bank overdrafts to the amount of 14 million PLN,
- rotation of the revolving credit to the amount of 8 million PLN,
- limit for opening letters of credit and providing bank guarantees to the amount of 2 million PLN.
Financial conditions of the credit contract do not differ from those prevailing on the market and are based on WIBOR + bank margin.
Agreement is considered significant because its value exceeds 10% of the equity of the issuer.
The basic legal protection of these loans are a lien on stocks of Izostal SA, a value not less than 16.5 million PLN, and guarantee bill awarded by Stalprofil SA to the subsidiary Izostal SA, to the amount of 22 million PLN. Stalprofil SA charges a fee for the guarantee provided on commercial basis.
At the same time Bank PKO BP announced the issuer to terminate the following guarantees given by Stalprofil SA to secure PKO BP SA claims against Izostal SA:
- bill of exchange guarantee to the amount of PLN 3.1 million of investment loan amounting to 6 million PLN, the guarantee was terminated in connection with the 30.07.2010 payment of debts,
- bill of exchange guarantee to the amount of PLN 6,000,000 of investment loan of 26 million PLN, the guarantee was terminated in connection with the 09.08.2010 releasing security decision of the PKO BP SA,
- bill of exchange guarantee to the amount of PLN 14 million of an overdraft facility of 14 million PLN, the guarantee was terminated 09.09.2010 for the inclusion in the contract in the current account to the credit agreement in the form of a multipurpose credit limit descripted in this report.
Following the conclusion of the contract Izostal SA will be able to use in the period from 09.09.2010 to 08.09.2013 the following bank products:
- bank overdrafts to the amount of 14 million PLN,
- rotation of the revolving credit to the amount of 8 million PLN,
- limit for opening letters of credit and providing bank guarantees to the amount of 2 million PLN.
Financial conditions of the credit contract do not differ from those prevailing on the market and are based on WIBOR + bank margin.
Agreement is considered significant because its value exceeds 10% of the equity of the issuer.
The basic legal protection of these loans are a lien on stocks of Izostal SA, a value not less than 16.5 million PLN, and guarantee bill awarded by Stalprofil SA to the subsidiary Izostal SA, to the amount of 22 million PLN. Stalprofil SA charges a fee for the guarantee provided on commercial basis.
At the same time Bank PKO BP announced the issuer to terminate the following guarantees given by Stalprofil SA to secure PKO BP SA claims against Izostal SA:
- bill of exchange guarantee to the amount of PLN 3.1 million of investment loan amounting to 6 million PLN, the guarantee was terminated in connection with the 30.07.2010 payment of debts,
- bill of exchange guarantee to the amount of PLN 6,000,000 of investment loan of 26 million PLN, the guarantee was terminated in connection with the 09.08.2010 releasing security decision of the PKO BP SA,
- bill of exchange guarantee to the amount of PLN 14 million of an overdraft facility of 14 million PLN, the guarantee was terminated 09.09.2010 for the inclusion in the contract in the current account to the credit agreement in the form of a multipurpose credit limit descripted in this report.
20.08.2010
Current report no. 19/2010
Description: Ministry of Economy has granted funding to the subsidiary Izostal SA
Description: Ministry of Economy has granted funding to the subsidiary Izostal SA
On 20 August 2010 Management Board of Stalprofil SA was informaed about a grant to the subsidiary Izostal SA in Zawadzkie by the Ministry of Economy - Department for Implementation of Operational Programs, funding a project implemented by Izostal SA in the "Operational Programme Innovative Economy 2007-2013" Action 4.5, subaction 4.5.2.
This project aims at expanding the existing businesses and diversify the company's production, by creating the possibility of implementing more new products and services to the production process including those based on innovative technological solutions through R&D work carried out.
Grant amount awarded to the above project amounts to PLN 7,262,500.00 which represents 36.5% of the total investment.
This project aims at expanding the existing businesses and diversify the company's production, by creating the possibility of implementing more new products and services to the production process including those based on innovative technological solutions through R&D work carried out.
Grant amount awarded to the above project amounts to PLN 7,262,500.00 which represents 36.5% of the total investment.
18.08.2010
Current report no. 18/2010
Description: Framework Agreement between Izostal SA and GAZ-SYSTEM SA
Description: Framework Agreement between Izostal SA and GAZ-SYSTEM SA
On 17 August 2010 subsidiary Izostal SA (contractor) entered into a Framework Agreement with GAZ-SYSTEM SA (purchaser) based in Warsaw.
On the basis of the contract is expected to provide the contractor by the contracting procurement of externally and internally insulated steel pipes wired media combustible.
Orders will be implemented on the basis of separate supply agreements (sub-contracts), concluded between the parties to each agreement, after acceptance of the bid to the contractor by the customer.
The total amount which the contracting authority intends to carry out the supply of insulated pipes not exceed the net amount of PLN 62,961,759.
The Framework Agreement was concluded for a period of 24 months from the date of its conclusion.
The agreement includes the following provisions on penalties for the contractor:
1) for the delay in the delivery of a batch delivery item, amounting to 0.1% of net income as defined in sub-contract, for each day of delay,
2) for the delay to the delivery item has been subject to repair - in the case of defects found upon receipt of the delivery item during the period of guarantee or warranty for defects of 0.5% of net income as defined in sub-contract - for each day of delay,
3) The waiver by the purchaser from the sub-contract for reasons attributable to the contractor 20% of net income as defined in sub-contract.
If the reserved contractual penalties do not cover the whole loss suffered by purchaser, purchaser shall be entitled to claim compensation transfer the amount of contractual penalties.
The company recognizes the agreement as significant, because its value exceeds 10% of the equity of the issuer.
Orders will be implemented on the basis of separate supply agreements (sub-contracts), concluded between the parties to each agreement, after acceptance of the bid to the contractor by the customer.
The total amount which the contracting authority intends to carry out the supply of insulated pipes not exceed the net amount of PLN 62,961,759.
The Framework Agreement was concluded for a period of 24 months from the date of its conclusion.
The agreement includes the following provisions on penalties for the contractor:
1) for the delay in the delivery of a batch delivery item, amounting to 0.1% of net income as defined in sub-contract, for each day of delay,
2) for the delay to the delivery item has been subject to repair - in the case of defects found upon receipt of the delivery item during the period of guarantee or warranty for defects of 0.5% of net income as defined in sub-contract - for each day of delay,
3) The waiver by the purchaser from the sub-contract for reasons attributable to the contractor 20% of net income as defined in sub-contract.
If the reserved contractual penalties do not cover the whole loss suffered by purchaser, purchaser shall be entitled to claim compensation transfer the amount of contractual penalties.
The company recognizes the agreement as significant, because its value exceeds 10% of the equity of the issuer.
13.08.2010
Current report no. 17/2010
Description: PARP awarded funding for the subsidiary KOLB sp. z o.o.
Description: PARP awarded funding for the subsidiary KOLB sp. z o.o.
On 12 August 2010 Management Board of Stalprofil SA was informed about grant for the subsidiary KOLB sp. z o.o. in Kolonowskie by the Polish Agency for Enterprise Development (PARP) funding innovative system of steel construction, realized by KOLB sp. z o.o. under the "Operational Programme Innovative Economy 2007-2013".
This project is an innovative element of the expansion and modernization of the productive base of the company KOLB, incerasing its competitiveness in the market and giving it the opportunity to perform, inter alia, steel construction for food and chemical industries.
Grant amount awarded to the above project amounts to PLN 4,985,275.00 which represents 69.58% of the value of the investment.
This project is an innovative element of the expansion and modernization of the productive base of the company KOLB, incerasing its competitiveness in the market and giving it the opportunity to perform, inter alia, steel construction for food and chemical industries.
Grant amount awarded to the above project amounts to PLN 4,985,275.00 which represents 69.58% of the value of the investment.
14.07.2010
Current report no. 16/2010
Description: Supplement of the current report no. 12/2010 on the election of the Supervisory Board of Stalprofil SA
Description: Supplement of the current report no. 12/2010 on the election of the Supervisory Board of Stalprofil SA
On 13 July 2010 at the first meeting of the Supervisory Board of Stalprofil SA, the fifth term of office, newly appointed Board members chose from among its members a Chairman and Vice-Chairman of the Board. The function of Chairman was entrusted to Mr. Stefan Dzienniak, while the function of the Vice-Chairman was entrusted to Mr. Jacek Zub.
The Supervisory Board also carried out a three-member Audit Committee's selection, which was composed of: Gaetan Stiers, Tomasz Ślęzak and Jacek Zub.
All members of the Board signed relevant statement, which shows that no member of the Supervisory Board are listed in the Register of Insolvent Debtors maintained pursuant to the KRS Act and does not conduct any activity competitive to the issuer.
The Supervisory Board also carried out a three-member Audit Committee's selection, which was composed of: Gaetan Stiers, Tomasz Ślęzak and Jacek Zub.
All members of the Board signed relevant statement, which shows that no member of the Supervisory Board are listed in the Register of Insolvent Debtors maintained pursuant to the KRS Act and does not conduct any activity competitive to the issuer.
09.07.2010
Current report no. 15/2010
Description: Conclusion of an addendum to the loan agreement by the subsidiary Izostal SA
Description: Conclusion of an addendum to the loan agreement by the subsidiary Izostal SA
Stalprofil SA announces that on 09.07.2010 the subsidiary Izostal SA has signed with PKO BP SA in Warsaw, the Regional Corporate Office in Katowice, addendum to the credit agreement for credit in an overdraft of up to 14 million PLN to finance current operations. Following the conclusion of this addendum has extended the period for which the loan was made, from 09.07.2010 to 09.10.2010.
Provided credit funds will be used to finance current operations of Izostal SA.
Financial conditions of the credit contract do not differ from those prevailing on the market and are based on WIBOR + bank margin.
Agreement is considered significant because its value along with any other contract (contract for investment credit in the amount of 6,000,000 PLN) concluded by Izostal SA in the last 12 months amounts to 20 million PLN and thus exceeds 10% of the issuer's equity.
The basic legal protection of these loans is a guarantee bill granted by Stalprofil SA to the subsidiary Izostal SA, to the amount of PLN 17.1 million, including a guarantee to the amount of PLN 14 million was granted for a period until 09.10.2010, while the guarantee to the amount of 3.100.000 PLN was granted until 30.07.2010. Stalprofil SA charges for this transaction on conditions commonly used on the market.
Provided credit funds will be used to finance current operations of Izostal SA.
Financial conditions of the credit contract do not differ from those prevailing on the market and are based on WIBOR + bank margin.
Agreement is considered significant because its value along with any other contract (contract for investment credit in the amount of 6,000,000 PLN) concluded by Izostal SA in the last 12 months amounts to 20 million PLN and thus exceeds 10% of the issuer's equity.
The basic legal protection of these loans is a guarantee bill granted by Stalprofil SA to the subsidiary Izostal SA, to the amount of PLN 17.1 million, including a guarantee to the amount of PLN 14 million was granted for a period until 09.10.2010, while the guarantee to the amount of 3.100.000 PLN was granted until 30.07.2010. Stalprofil SA charges for this transaction on conditions commonly used on the market.
24.06.2010
Current report no. 11/2010 K
Description: Adjustments to the Current Report no. 11/2010
Description: Adjustments to the Current Report no. 11/2010
Management Board of Stalprofil SA announces that the current report no. 11/2010 incorrectly stated the number of shares covered by the dividend. Instead of 1,750,000 units there should be 17,500,000 units.
24.06.2010
Current report no. 13/2010
Description: Resolutions adopted by the Ordinary General Meeting of Stalprofil SA
Description: Resolutions adopted by the Ordinary General Meeting of Stalprofil SA
Management Board of Stalprofil SA conveys content of the resolutions adopted by the Ordinary General Meeting of Stalprofil SA on 23 June 2010 together with the results of the vote on each resolution.
General Meeting considered all points from the planned agenda. During the deliberations of the Ordinary General Meeting of Stalprofil SA, there were no objections to the minutes.
General Meeting considered all points from the planned agenda. During the deliberations of the Ordinary General Meeting of Stalprofil SA, there were no objections to the minutes.
24.06.2010
Raport bieżący nr 12/2010
Description: Appointment of the Supervisory Board of Stalprofil SA for the next term
Qualifications and a description of professional career of the members of the Supervisory Board appointed for the next term:
Stefan Dzienniak,
Mr. Stefan Dzienniak /born 1952/ is a graduate of the Technical University of Silesia in Gliwice. He spent his entire professional career in steel industry, starting as a trainee in Huta Cedler, and then working for Huta Katowice where he went through all the management levels, getting a thorough knowledge of the steel sector. For 10 years he has been top management member in Huta Katowice SA, Polskie Huty Stali SA and ArcelorMittal Poland S.A.: from Rolling Mills Manager, Operations Director and CEO of the Plant. Since 2005 Mr. Stefan Dzienniak has been on the Board of Directors of ArcelorMittal Poland S.A. with responsibility over long products. Mr. Stefan Dzienniak, with previous experience on the Supervisory Boards of Huta Bankowa and Huta Królewska has practice in the supervision over commercial companies.
Marcin Gamrot,
Mr. Marcin Gamrot (born 1975) is a graduate of technical studies at the Częstochowa University of Technology and postgraduate studies at the Faculty of Organization and Management at the Silesian University of Technology. In 1995 he started working for ArcelorMittal Poland S.A. at the position of Branch Specialist, and since 2006 he has been Manager of Diagnostics and Maintenance Planning Center. Since 2006 he is also Vice-President of the Foundation of Regionalna Agencja Promocji Zatrudnienia. He is a Management Board member of the trade union “MZZ Pracowników Arcelor Mittal Dąbrowa Górnicza”. Since 2006 he has been a Supervisory Board Member of Stalprofil S.A.
Jerzy Goinski,
Mr. Jerzy Goinski (born 1956) is a graduate of secondary school. 1998-2006 he was a Vice-Leader and, since 2006 he has been a leader of the trade union MOZ NSZZ "Solidarity" Mittal Steel Poland S.A. He is also a Supervisory Board Chairman of PU Maritex sp. z o.o. and a Supervisory Board Member of ArcelorMittal Poland S.A. He has been working for ArcelorMittal Poland S.A. since 1979. Since 2006 he has been a Supervisory Board Member of Stalprofil S.A.
Jarosław Kuna,
Mr. Jarosław Kuna (born 1962) is a graduate of the Częstochowa University of Technology and postgraduate studies at the Faculty of Management and Faculty of Metallurgy of the AGH University of Technology. Mr. Jarosław Kuna has extensive experience in managerial positions in steel industry, working for Huta Katowice SA, Polskie Huty Stali SA, Mittal Steel Poland SA and ArcelorMittal Poland SA. Currently, he is a Services Purchasing Office Director at ArcelorMittal Poland SA. He is also a Management Board member of the Association of Metallurgical Engineers and Technicians and Supervisory Board Chairman of Eko-Grys. This activity is not competitive with the activity of the issuer of shares.
Gaetan Stiers,
Mr. Gaetan Stiers (born 1966) is a graduate of ICHEC (Institut Catholique des Hautes Etudes de Commerce) in Brussels, Univesite Catholique de Louvain and MBA studies at ESCP-EAP Arcelor University, and has extensive experience in managerial positions in steel industry. Currently, Mr. Gaetan Stiers works as Development Director at ArcelorMittal Steel Solutions and Services, and at the same time performs the function of General Director of ArcelorMittal Distribution Central and Eastern Europe.
Tomasz Ślęzak,
Mr. Tomasz Ślęzak (born 1965) is a graduate of the University of Silesia in Katowice and postgraduate studies in Banking and Finance. 1991-2006 he worked for ING Bank Śląski, in the area of corporate banking, at sales and managerial positions. 1998-2006 he was Deputy Director and then Director of Strategic Accounts Department. Since 2007 he has been working at the position of Subsidiaries Governance Director at ArcelorMittal Poland S.A.
Jacek Zub,
Mr. Jacek Zub (born 1954) is a graduate of Law at the Jagiellonian University in Kraków. Today he is a leader of the trade union MZZ of employees of ArcelorMittal Dąbrowa Górnicza Unit, the union being one of the major shareholders of Stalprofil S.A. He has thorough knowledge of the company and steel industry, working in Huta Katowice since 1979 and in Zakład Ochrony Środowiska sp. z o.o. in Dąbrowie Górniczej since 1999, said company being a subsidiary of ArcelorMittal Poland S.A. For many years he has been on the Supervisory Board of Stalprofil S.A., and since 2005 in the position of Vice-Chairman.
Description: Appointment of the Supervisory Board of Stalprofil SA for the next term
On 23 June 2010, in connection with the expiration of the term of the Supervisory Board, the Ordinary General Meeting of Stalprofil SA appointed for the next five-year term 2010-2014 Supervisory Board in unchanged composition:
- Stefan Dzienniak
- Marcin Gamrot
- Jerzy Goinski
- Jarosław Kuna
- Gaetan Stiers
- Tomasz Ślęzak
- Jacek Zub
Qualifications and a description of professional career of the members of the Supervisory Board appointed for the next term:
Stefan Dzienniak,
Mr. Stefan Dzienniak /born 1952/ is a graduate of the Technical University of Silesia in Gliwice. He spent his entire professional career in steel industry, starting as a trainee in Huta Cedler, and then working for Huta Katowice where he went through all the management levels, getting a thorough knowledge of the steel sector. For 10 years he has been top management member in Huta Katowice SA, Polskie Huty Stali SA and ArcelorMittal Poland S.A.: from Rolling Mills Manager, Operations Director and CEO of the Plant. Since 2005 Mr. Stefan Dzienniak has been on the Board of Directors of ArcelorMittal Poland S.A. with responsibility over long products. Mr. Stefan Dzienniak, with previous experience on the Supervisory Boards of Huta Bankowa and Huta Królewska has practice in the supervision over commercial companies.
Marcin Gamrot,
Mr. Marcin Gamrot (born 1975) is a graduate of technical studies at the Częstochowa University of Technology and postgraduate studies at the Faculty of Organization and Management at the Silesian University of Technology. In 1995 he started working for ArcelorMittal Poland S.A. at the position of Branch Specialist, and since 2006 he has been Manager of Diagnostics and Maintenance Planning Center. Since 2006 he is also Vice-President of the Foundation of Regionalna Agencja Promocji Zatrudnienia. He is a Management Board member of the trade union “MZZ Pracowników Arcelor Mittal Dąbrowa Górnicza”. Since 2006 he has been a Supervisory Board Member of Stalprofil S.A.
Jerzy Goinski,
Mr. Jerzy Goinski (born 1956) is a graduate of secondary school. 1998-2006 he was a Vice-Leader and, since 2006 he has been a leader of the trade union MOZ NSZZ "Solidarity" Mittal Steel Poland S.A. He is also a Supervisory Board Chairman of PU Maritex sp. z o.o. and a Supervisory Board Member of ArcelorMittal Poland S.A. He has been working for ArcelorMittal Poland S.A. since 1979. Since 2006 he has been a Supervisory Board Member of Stalprofil S.A.
Jarosław Kuna,
Mr. Jarosław Kuna (born 1962) is a graduate of the Częstochowa University of Technology and postgraduate studies at the Faculty of Management and Faculty of Metallurgy of the AGH University of Technology. Mr. Jarosław Kuna has extensive experience in managerial positions in steel industry, working for Huta Katowice SA, Polskie Huty Stali SA, Mittal Steel Poland SA and ArcelorMittal Poland SA. Currently, he is a Services Purchasing Office Director at ArcelorMittal Poland SA. He is also a Management Board member of the Association of Metallurgical Engineers and Technicians and Supervisory Board Chairman of Eko-Grys. This activity is not competitive with the activity of the issuer of shares.
Gaetan Stiers,
Mr. Gaetan Stiers (born 1966) is a graduate of ICHEC (Institut Catholique des Hautes Etudes de Commerce) in Brussels, Univesite Catholique de Louvain and MBA studies at ESCP-EAP Arcelor University, and has extensive experience in managerial positions in steel industry. Currently, Mr. Gaetan Stiers works as Development Director at ArcelorMittal Steel Solutions and Services, and at the same time performs the function of General Director of ArcelorMittal Distribution Central and Eastern Europe.
Tomasz Ślęzak,
Mr. Tomasz Ślęzak (born 1965) is a graduate of the University of Silesia in Katowice and postgraduate studies in Banking and Finance. 1991-2006 he worked for ING Bank Śląski, in the area of corporate banking, at sales and managerial positions. 1998-2006 he was Deputy Director and then Director of Strategic Accounts Department. Since 2007 he has been working at the position of Subsidiaries Governance Director at ArcelorMittal Poland S.A.
Jacek Zub,
Mr. Jacek Zub (born 1954) is a graduate of Law at the Jagiellonian University in Kraków. Today he is a leader of the trade union MZZ of employees of ArcelorMittal Dąbrowa Górnicza Unit, the union being one of the major shareholders of Stalprofil S.A. He has thorough knowledge of the company and steel industry, working in Huta Katowice since 1979 and in Zakład Ochrony Środowiska sp. z o.o. in Dąbrowie Górniczej since 1999, said company being a subsidiary of ArcelorMittal Poland S.A. For many years he has been on the Supervisory Board of Stalprofil S.A., and since 2005 in the position of Vice-Chairman.
Information on other activity performed outside the issuer, the assessment of whether it is in relation to activities carried out in the competitive business of the issuer, together with information onregistration in the Register of Insolvent Debtors will be forwarded after receiving the relevant statements from appointed members of the Supervisory Board.
24.06.2010
Current report no. 11/2010
Description: Adoption of resolution of General Meeting of Stalprofil SA on distribution of net profit for the year 2009
Ordinary General Meeting of Stalprofil SA on 23 June 2010 adopted a resolution on the distribution of net profit for the year 2009. General Meeting approved the proposal of Stalprofil SA Board regarding the allocation of net profit for the year 2009 and allocated to the dividend for shareholders of the Company the amount of PLN 1,925,000.00, which gives a 0,11 PLN dividend per share. All shares issued by the Company in an amount of 1.75 million units will be covered by the dividend.
Ordinary General Meeting Stalprofil SA decided that the date of establishing entitlement to the dividend will be 20 September 2010, the date of payment of dividend will take place on 8 October 2010.
Description: Adoption of resolution of General Meeting of Stalprofil SA on distribution of net profit for the year 2009
Ordinary General Meeting of Stalprofil SA on 23 June 2010 adopted a resolution on the distribution of net profit for the year 2009. General Meeting approved the proposal of Stalprofil SA Board regarding the allocation of net profit for the year 2009 and allocated to the dividend for shareholders of the Company the amount of PLN 1,925,000.00, which gives a 0,11 PLN dividend per share. All shares issued by the Company in an amount of 1.75 million units will be covered by the dividend.
Ordinary General Meeting Stalprofil SA decided that the date of establishing entitlement to the dividend will be 20 September 2010, the date of payment of dividend will take place on 8 October 2010.
26.05.2010
Current report no. 10/2010
Description: Content of the draft resolutions of the General Meeting of Stalprofil SA
Description: Content of the draft resolutions of the General Meeting of Stalprofil SA
Management Board of Stalprofil SA conveys the content of draft resolutions to be debated by the General Meeting of Stalprofil SA to be convened on 23 June 2010.
19.05.2010
Current report no. 8/2010
Description: Resolution of the Supervisory Board on the opinion of the Board considering allocation of net profit
Description: Resolution of the Supervisory Board on the opinion of the Board considering allocation of net profit
Management Board of Stalprofil SA announces that the Supervisory Board at its meeting held on 18 May 2010 made a resolution on the opinion of the Board to request the Annual General Meeting for a distribution of profit for the year 2009. Supervisory Board has not recommended to the General Assembly proposals of the Board to share the profit for 2009 (Recommendation of the Board - current report no. 4/2009).
The Supervisory Board did not raise any objection to the Management's proposal to establish the right to dividend on 20.09.2010 and the payment of dividend on 08.10.2010.
The full text of the report of the Supervisory Board on review of financial statements of the Company, the Management Board's report on the activities of the Company and the proposal for distribution of net profit for the year 2009 with evaluation of the Supervisory Board on the situation of the Company in 2009 is attached.
The Supervisory Board did not raise any objection to the Management's proposal to establish the right to dividend on 20.09.2010 and the payment of dividend on 08.10.2010.
The full text of the report of the Supervisory Board on review of financial statements of the Company, the Management Board's report on the activities of the Company and the proposal for distribution of net profit for the year 2009 with evaluation of the Supervisory Board on the situation of the Company in 2009 is attached.
19.05.2010
Current report no. 7/2010
Description: Choosing an entity authorized to audit financial statements
Description: Choosing an entity authorized to audit financial statements
At its meeting held on 18 May 2010 Stalprofil SA Supervisory Board, pursuant to § 17 paragraph 7 of the Statute of the Company passed a resolution on the selection of audit firm REVISION Katowice sp. z o.o. based in Katowice, ul. Floriana 15 (included on the list of entities authorized to audit financial statements under no. 2881) to:
- audit annual individual and consolidated financial statements of the Company, prepared in accordance with IAS / IFRS, for the financial years 2010-2012,
- review individual semiannual and consolidated financial statements of the Company, prepared in accordance with IAS / IFRS, in the years 2010-2012.
Making the choice by the Supervisory Board was in accordance with applicable regulations and standards.
The agreement with the chosen subject will be concluded for a period of three years, including the review and examination of the semiannual and annual reports for the years 2010 to 2012.
Stalprofil SA has already benefited from the services of the company REVISION Katowice sp. z o.o. reviewing the reports for the year 2009.
- audit annual individual and consolidated financial statements of the Company, prepared in accordance with IAS / IFRS, for the financial years 2010-2012,
- review individual semiannual and consolidated financial statements of the Company, prepared in accordance with IAS / IFRS, in the years 2010-2012.
Making the choice by the Supervisory Board was in accordance with applicable regulations and standards.
The agreement with the chosen subject will be concluded for a period of three years, including the review and examination of the semiannual and annual reports for the years 2010 to 2012.
Stalprofil SA has already benefited from the services of the company REVISION Katowice sp. z o.o. reviewing the reports for the year 2009.
30.04.2010
Current report no. 6/2010
Description: List of information published by Stalprofil S.A. in 2009
Description: List of information published by Stalprofil S.A. in 2009
Management Board of Stalprofil S.A. submits the list of information published by Stalprofil S.A. in 2009. Text of all listed periodical and financial reports is available in the Company's headquarters and at the Company's internet page (stalprofil.com.pl). Some of the information enclosed in the listed reports may not be up to date.
26.04.2010
Current report no. 5/2010
Description: Conclusion of purchase-sale contract with INTERSPEED sp. z o.o.
Description: Conclusion of purchase-sale contract with INTERSPEED sp. z o.o.
On 26 April 2010 Stalprofil SA signed another purchase-sale agreement with a national producer of steel products, namely INTERSPEED sp. z o.o. based in Ostrowiec Świętokrzyski. The subject of the contract is sale of semi-finished steel products (slabs) to INTERSPEED and, at the same time, purchase of steel products manufactured by INTERSPEED.
Following the conclusion of contracts both purchases and sales of goods made by Stalprofil SA with the contractor over the past 12 months exceeded the value of 10% of the issuer's equity.
Total sales of semi-finished steel products made by Stalprofil SA to the manufacturer from May 2009 to April 2010 (including the proposed transaction, concluded on 26 April 2009) amounted to 22989 thousand PLN.
Total purchases of steel products made by Stalprofil from INTERSPEED sp. z o.o. in the period from May 2009 to April 2010 (including the proposed transaction, concluded on 26 April 2009) amounted to 24083 thousand PLN.
The purchase-sale agreement concluded on 26 April 2010 amounts to 9366 thousand PLN and is the largest transaction value, including buying and selling of goods, concluded with the contractor during the abovementioned period.
Settlement of payments for delivery of semi-finished steel products done by Stalprofil SA occurs through delivery of steel products produced by INTERSPEED sp. z o.o. for Stalprofil SA. Other financial terms of the contract does not differ from those commonly used for this type of agreement.
Contained in the past 12 months sales of semi-finished steel and steel products purchase from the above mentioned contractor meet the criterion of significant contracts because their total value exceeds 10% of the equity of the issuer.
Following the conclusion of contracts both purchases and sales of goods made by Stalprofil SA with the contractor over the past 12 months exceeded the value of 10% of the issuer's equity.
Total sales of semi-finished steel products made by Stalprofil SA to the manufacturer from May 2009 to April 2010 (including the proposed transaction, concluded on 26 April 2009) amounted to 22989 thousand PLN.
Total purchases of steel products made by Stalprofil from INTERSPEED sp. z o.o. in the period from May 2009 to April 2010 (including the proposed transaction, concluded on 26 April 2009) amounted to 24083 thousand PLN.
The purchase-sale agreement concluded on 26 April 2010 amounts to 9366 thousand PLN and is the largest transaction value, including buying and selling of goods, concluded with the contractor during the abovementioned period.
Settlement of payments for delivery of semi-finished steel products done by Stalprofil SA occurs through delivery of steel products produced by INTERSPEED sp. z o.o. for Stalprofil SA. Other financial terms of the contract does not differ from those commonly used for this type of agreement.
Contained in the past 12 months sales of semi-finished steel and steel products purchase from the above mentioned contractor meet the criterion of significant contracts because their total value exceeds 10% of the equity of the issuer.
14.04.2010
Current report no. 4/2010
Description: Stalprofil S.A. Management Board’s recommendation on dividend for 2009
Description: Stalprofil S.A. Management Board’s recommendation on dividend for 2009
In 14.04.2010 the Management Board of Stalprofil S.A. made decision on recommending the General Meeting of Shareholders proposal of allocating 2009 net profit, including proposial of dividend for shareholders of 1925000,00 PLN, that is 0,11 PLN per one share.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 20.09.2010 and the dividend pay day on 08.10.2010.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 20.09.2010 and the dividend pay day on 08.10.2010.
16.03.2010
Current report no. 3/2010
Description: Conclusion of annexes to credit agreements with BRE Bank SA
Description: Conclusion of annexes to credit agreements with BRE Bank SA
On 15 March 2010 Stalprofil SA became aware of signing by BRE Bank SA in Warsaw, division in Katowice, of two annexes to credit agreements, prolonging for another year validity period of credit lines used by the issuer to finance its current business.
Following the conclusion of the annexes Stalprofil SA may use the credit limit at BRE Bank SA for a total of 35 million PLN, including:
- revolving loan in the amount of 19.7 million PLN until 18 March 2011,
- multicurrency credit overdraft in the amount of 11 million PLN until 18 March 2011,
- letters of credit securing stand-by in the amount of 4.3 million PLN until April 15, 2010.
The company has the ability to increase the revolving credit limit to the amount of 24 million PLN after expiry of securing letters of credit stand-by.
The company consideres the agreements as significant, as their total value exceeds 10% of equity of the issuer.
Financial conditions under which the Company will benefit from the allocated limits are not different from commonly used for such agreements and are based on the WIBOR rate + bank margin.
The basic legal protection of the credit limit, established for the benefit of BRE Bank SA, is registered pledge on the commercial goods owned by Stalprofil SA with a total net value of 31 million PLN and assignment of debts owed to Stalprofil SA from commercial contracts with an estimated value of 6 million PLN.
Assets, which establish a limited right in rem to the Bank, the company considers significant because their value exceeds 1 million euro.
Following the conclusion of the annexes Stalprofil SA may use the credit limit at BRE Bank SA for a total of 35 million PLN, including:
- revolving loan in the amount of 19.7 million PLN until 18 March 2011,
- multicurrency credit overdraft in the amount of 11 million PLN until 18 March 2011,
- letters of credit securing stand-by in the amount of 4.3 million PLN until April 15, 2010.
The company has the ability to increase the revolving credit limit to the amount of 24 million PLN after expiry of securing letters of credit stand-by.
The company consideres the agreements as significant, as their total value exceeds 10% of equity of the issuer.
Financial conditions under which the Company will benefit from the allocated limits are not different from commonly used for such agreements and are based on the WIBOR rate + bank margin.
The basic legal protection of the credit limit, established for the benefit of BRE Bank SA, is registered pledge on the commercial goods owned by Stalprofil SA with a total net value of 31 million PLN and assignment of debts owed to Stalprofil SA from commercial contracts with an estimated value of 6 million PLN.
Assets, which establish a limited right in rem to the Bank, the company considers significant because their value exceeds 1 million euro.
22.01.2010
Current report no. 2/2010
Description: Conclusion of annexes to credit agreements with Kredyt Bank SA
Description: Conclusion of annexes to credit agreements with Kredyt Bank SA
On 22 January 2009 Stalprofil SA became aware of signing by Kredyt Bank SA II O/Katowice annexes to credit agreements, prolonging until 24 January 2011 duration of the credit limit, the total amount of PLN 55,000,000.
In connection with the extension of the validity of the credit agreements Stalprofil SA is able to enjoy over the next 12 months following bank products provided by the Bank :
- an overdraft facility in the amount of 33,000,000 PLN,
- revolving loan in the amount of 10,000,000 PLN,
- letters of credit limit without funding in the amount of 8,500,000 PLN,
- discount credit in the amount of 3,500,000 PLN.
Granted credit limits will be used by the Company to finance its current business.
Financial conditions under which the Company will benefit from the allocated limits are not different from those prevailing on the market for such contracts and are based on the WIBOR rate + bank margin.
The company considers the agreement as significant because its total value exceeds 10% of the issuer's equity.
Legal protection to the credit limit are: registered pledge on commercial goods owned by Stalprofil worth 10,000,000 PLN (net value), assignment of receivables of commercial contracts with annual value of 40,000,000 PLN. Assets which establish a limited right in rem in favor of Kredyt Bank the Company considers to be of significant value because their value exceeds the equivalent of 1 million euro.
In connection with the extension of the validity of the credit agreements Stalprofil SA is able to enjoy over the next 12 months following bank products provided by the Bank :
- an overdraft facility in the amount of 33,000,000 PLN,
- revolving loan in the amount of 10,000,000 PLN,
- letters of credit limit without funding in the amount of 8,500,000 PLN,
- discount credit in the amount of 3,500,000 PLN.
Granted credit limits will be used by the Company to finance its current business.
Financial conditions under which the Company will benefit from the allocated limits are not different from those prevailing on the market for such contracts and are based on the WIBOR rate + bank margin.
The company considers the agreement as significant because its total value exceeds 10% of the issuer's equity.
Legal protection to the credit limit are: registered pledge on commercial goods owned by Stalprofil worth 10,000,000 PLN (net value), assignment of receivables of commercial contracts with annual value of 40,000,000 PLN. Assets which establish a limited right in rem in favor of Kredyt Bank the Company considers to be of significant value because their value exceeds the equivalent of 1 million euro.
12.01.2010
Current report no. 1/2010
Description: Dates of publishing financial reports in 2010
Description: Dates of publishing financial reports in 2010
Management Board of Stalprofil informs about fixed dates of publishing financial reports in 2010:
- consolidated quarterly report for Q4 2009 - 01.03.2010
- consolidated quarterly report for Q1 2010 - 17.05.2010
- consolidated quarterly report for Q3 2010 - 15.11.2010
- consolidated half-year report for the first half-year of 2010 including shortened half-year financial statement - 31.08.2010
- standalone annual report for 2009 - 30.04.2010
- consolidated annual report for 2009 - 30.04.2010
According to § 83 cl. 1 of the Regulation of the Minister of Finance Management Board of Stalprofil SA declares its will for publishing consolidated quarterly reports inluding shortened financial information instead of standalone quarterly reports.
Year 2009
31.12.2009
Current report no. 41/2009
Description: The conclusion of the Agreement dissolving a current account credit agreement with ING Bank Śląski SA
Description: The conclusion of the Agreement dissolving a current account credit agreement with ING Bank Śląski SA
On 30 December 2009 Board of Stalprofil SA has received information about signing by ING Bank Slaski SA in Katowice of an agreement that dissolves the contract of loan in the bank account of 18 April 2006, as amended, under which (see the current report No. 35/2009) Stalprofil SA could use the credit limit of 10 million PLN in the period until 29 January 2010.
In connection with the early repayment of the loan by Stalprofil SA, the agreement of the loan in the bank account was terminated on 28 December 2009 by mutual agreement between the parties.
Management Board does not foresee any negative financial impact arising from dissolving the credit agreement with ING Bank Slaski SA. The Company extends long-term credit cooperation with other banks, including PKO BP, which according to the information provided in the current report No. 40/2009 signed long-term credit agreement increasing the availability of credit lines from the amount of 25 million PLN to 45 million PLN.
Following the conclusion of the dissolving agreement is also terminated basic legal protection under the loan agreement, which was registered pledge on the commercial goods owned by Stalprofil. The security included metallurgical products for the evidence net value of 12 million PLN.
In connection with the early repayment of the loan by Stalprofil SA, the agreement of the loan in the bank account was terminated on 28 December 2009 by mutual agreement between the parties.
Management Board does not foresee any negative financial impact arising from dissolving the credit agreement with ING Bank Slaski SA. The Company extends long-term credit cooperation with other banks, including PKO BP, which according to the information provided in the current report No. 40/2009 signed long-term credit agreement increasing the availability of credit lines from the amount of 25 million PLN to 45 million PLN.
Following the conclusion of the dissolving agreement is also terminated basic legal protection under the loan agreement, which was registered pledge on the commercial goods owned by Stalprofil. The security included metallurgical products for the evidence net value of 12 million PLN.
31.12.2009
Current report no. 40/2009
Description: Conclusion of loan agreement with PKO BP
Description: Conclusion of loan agreement with PKO BP
On 30 December 2009 Stalprofil SA made with PKO BP SA, based in Warsaw, the loan agreement in the form of multipurpose credit limit specified in the Polish currency, to the amount of 45 000 000,00 PLN, for the period until 29 December 2011.
Following the conclusion of this agreement Stalprofil SA may use the following bank products:
1. overdraft facility, in the Polish currency up to 50% limit,
2. revolving loan, in the Polish currency up to 100% limit,
3. letters of credit of up to 50% limit.
On the basis of the contract for multipurpose credit line up to the limit used in the form of revolving credit, referred to in paragraph 2, was included the previous revolving credit limit of 25 000 000,00 PLN, given in accordance with the revolving credit agreement dated 03.06.2009. Thus, the date of signature of this Agreement, ie December 30, 2009, the revolving credit agreement of which the company informed the current report 17/2009, shall be dissolved.
The loan will be used to finance current activity of the Company.
Financial terms of the credit granted shall not deviate from prevailing on the market and are based on the WIBOR rate + margin of the Bank.
The Issuer considers the agreement as significant because its value exceeds 10% of the Company's equity.
The main legal security of the credit is:
a) the mortgage up to 25 000 000 PLN, established for the Bank on the built-up property located in Katowice at Owsiana 60, on which the Company's warehouse is located. Cadastral gross value of built-up properties, on which the mortgage was established, shown in the accounts of the Company, is at 30 November 2009, 24 701 289,10 PLN.
b) the registered pledge on stocks of merchandise - metallurgical products of the cadastral net value of 20 000 000,00 PLN.
Assets, which establish the mortgage and pledge, the Company considers to be significant because their total value exceeds the equivalent of 1 million euro. There are no links between the issuer and the Bank, for which the mortgage was established.
Following the conclusion of this agreement Stalprofil SA may use the following bank products:
1. overdraft facility, in the Polish currency up to 50% limit,
2. revolving loan, in the Polish currency up to 100% limit,
3. letters of credit of up to 50% limit.
On the basis of the contract for multipurpose credit line up to the limit used in the form of revolving credit, referred to in paragraph 2, was included the previous revolving credit limit of 25 000 000,00 PLN, given in accordance with the revolving credit agreement dated 03.06.2009. Thus, the date of signature of this Agreement, ie December 30, 2009, the revolving credit agreement of which the company informed the current report 17/2009, shall be dissolved.
The loan will be used to finance current activity of the Company.
Financial terms of the credit granted shall not deviate from prevailing on the market and are based on the WIBOR rate + margin of the Bank.
The Issuer considers the agreement as significant because its value exceeds 10% of the Company's equity.
The main legal security of the credit is:
a) the mortgage up to 25 000 000 PLN, established for the Bank on the built-up property located in Katowice at Owsiana 60, on which the Company's warehouse is located. Cadastral gross value of built-up properties, on which the mortgage was established, shown in the accounts of the Company, is at 30 November 2009, 24 701 289,10 PLN.
b) the registered pledge on stocks of merchandise - metallurgical products of the cadastral net value of 20 000 000,00 PLN.
Assets, which establish the mortgage and pledge, the Company considers to be significant because their total value exceeds the equivalent of 1 million euro. There are no links between the issuer and the Bank, for which the mortgage was established.
08.12.2009
Current report no. 39/2009
Description: Conclusion of major contract
Description: Conclusion of major contract
On 8 December 2009 Stalprofil SA became aware of the finalization (signing by the other party) of an addendum to the Agreement on Trade Cooperation concluded between Stalprofil SA, as the seller, and Vistal SA in Wroclaw, as the buyer, for the supply of steel products by Stalprofil SA to the purchaser.
The addendum introduces, for indefinite period of the concluded Agreement on Trade Cooperation, the projected annual tonnage of steel products sold at 25.000 tons. The final total amount of purchased steel products will result from complex and confirmed contracts that meet the current needs of the buyer.
The total estimated annual net value of the supplies covered by the addendum Stalprofil SA estimates at 40 to 50 million PLN. Conditions of the addendum are not depart from the commonly used terms for such agreements.
The addendum meets the criterion of a significant agreement because its estimated value exceeds 10% of equity of the issuer.
The addendum introduces, for indefinite period of the concluded Agreement on Trade Cooperation, the projected annual tonnage of steel products sold at 25.000 tons. The final total amount of purchased steel products will result from complex and confirmed contracts that meet the current needs of the buyer.
The total estimated annual net value of the supplies covered by the addendum Stalprofil SA estimates at 40 to 50 million PLN. Conditions of the addendum are not depart from the commonly used terms for such agreements.
The addendum meets the criterion of a significant agreement because its estimated value exceeds 10% of equity of the issuer.
07.12.2009
Current report no. 38/2009
Description: Conclusion of major contract
Description: Conclusion of major contract
On December 7, 2009 Stalprofil SA become aware of the finalization (signing by the other party) of the commercial contract whose object is the supply of steel products in 2010 for a foreign contractor - Hemat Trade Ostrava a.s. in Ostrava (Czech Republic).
Deliveries of steel products will be implemented by Stalprofil SA on the basis of orders made by the customer, continually throughout the duration of the contract, ie 01.01.2010 to 31.12.2010.
The total estimated value of the supplies covered by the contract concluded is estimated at a net value of about 27 million PLN. Conditions of the contract do not deviate from the commonly used terms for such agreements.
The contract meets the criterion of a significant agreement because its estimated value exceeds 10% of equity of the issuer.
Deliveries of steel products will be implemented by Stalprofil SA on the basis of orders made by the customer, continually throughout the duration of the contract, ie 01.01.2010 to 31.12.2010.
The total estimated value of the supplies covered by the contract concluded is estimated at a net value of about 27 million PLN. Conditions of the contract do not deviate from the commonly used terms for such agreements.
The contract meets the criterion of a significant agreement because its estimated value exceeds 10% of equity of the issuer.
30.11.2009
Current report no. 37/2009
Description: Supplement to the information contained in the current report no. 11/2009
Description: Supplement to the information contained in the current report no. 11/2009
Referring to the current report No. 11/2009 Stalprofil SA informs that on 08 May 2009 the Company entered into a trade agreement concerning the supply of flat steel products (plate) with a company Vistal SA in Wrocław.
20.11.2009
Current report no. 36/2009
Description: Concluding annex to credit contract with BRE Bank SA
Description: Concluding annex to credit contract with BRE Bank SA
On November 19, 2009, Stalprofil SA has concluded an annex to the credit contract with BRE Bank SA in Warsaw, that the Company informed about in the current report no. 6/2009.
Following the conclusion of the annex, the credit limit has been increased from 14 million PLN to 10 million PLN to 24 million PLN, while maintaining the period of its validity until March 18, 2010. The value of the basic legal protection under the credit agreement, which is registered pledge on commercial goods owned by Stalprofil, has also been updated. This security, including metallurgical products for the net evidence value of 14 million PLN, has been increased to 20 million PLN. An additional, complementary security under the higher credit limit is assigment of receivables made to the Bank by the issuer with an estimated value of around 4 million PLN, due to the Company from selected contractors from the sale of goods.
Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR 1M + bank margin.
The company considers the contract important as its value exceeds 10% of the issuer’s equity.
Following the conclusion of the annex, the credit limit has been increased from 14 million PLN to 10 million PLN to 24 million PLN, while maintaining the period of its validity until March 18, 2010. The value of the basic legal protection under the credit agreement, which is registered pledge on commercial goods owned by Stalprofil, has also been updated. This security, including metallurgical products for the net evidence value of 14 million PLN, has been increased to 20 million PLN. An additional, complementary security under the higher credit limit is assigment of receivables made to the Bank by the issuer with an estimated value of around 4 million PLN, due to the Company from selected contractors from the sale of goods.
Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR 1M + bank margin.
The company considers the contract important as its value exceeds 10% of the issuer’s equity.
10.11.2009
Current report no. 35/2009
Description: Concluding annex to credit contract with ING Bank Śląski SA
Description: Concluding annex to credit contract with ING Bank Śląski SA
On November 9, 2009, Stalprofil SA received information on the fact that annex to credit contract concluded by and between Stalprofil SA and ING Bank Śląski SA at Katowice were signed by the second party (ING Bank Śląski SA). The company informed about the annex in current report no. 16/2009. The annex has been concluded by mutual consent and agreement and it is another step in limiting the scope of cooperation of the Group with ING Bank Śląski in favour of other banks.
Following the conclusion of the annex, the credit limit on the bank account was reduced from 25 million PLN to 10 million PLN, while shortening the period of its validity until 29 January 2010.
The value of the basic legal protection under the credit agreement, which is registered pledge on commercial goods owned by Stalprofil, has also been changed. This security, including metallurgical products for the net evidence value of 30 million PLN, has been reduced to 12 million PLN.
Following the conclusion of the annex, the credit limit on the bank account was reduced from 25 million PLN to 10 million PLN, while shortening the period of its validity until 29 January 2010.
The value of the basic legal protection under the credit agreement, which is registered pledge on commercial goods owned by Stalprofil, has also been changed. This security, including metallurgical products for the net evidence value of 30 million PLN, has been reduced to 12 million PLN.
02.11.2009
Current report no. 34/2009
Description: Changing the date on which the consolidated quarterly report for the third quarter of 2009 will be published
Description: Changing the date on which the consolidated quarterly report for the third quarter of 2009 will be published
Management Board of Stalprofil SA informs about change of the date on which the consolidated quarterly report for the III quarter of 2009 will be published from 13 November 2009 to 4 November 2009. Deadlines for submission of periodic reports in fiscal year 2009 were published by the Company in the current report No. 5 / 2009 dated 09.03.2009.
05.10.2009
Current report no. 33/2009
Description: Concluding contract for purchase of steel products
Description: Concluding contract for purchase of steel products
In 05.10.2009 Stalprofil SA signed consequitive contract for purchase of flat steel products (sheets) with foreign producer (ISD Dunaferr CO Ltd., Hungary). Summed value of steel products purchased by Stalprofil SA from this producer, plus transactions carried out by Stalprofil SA in 05.10.2009, amounted in last 12 months to ca. 20 mln PLN (gross value). The transaction of highest value made with this contractor was the purchase of steel products made in June 2009 for amount of ca. 6,1 mln PLN.
Transactions with ISD Dunaferr CO Ltd. are made on basis of short-term contracts and its conditions are not different from commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
Transactions with ISD Dunaferr CO Ltd. are made on basis of short-term contracts and its conditions are not different from commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
29.09.2009
Current report no. 32/2009
Description: Codification of the consolidated text of the Statute of the Company
Description: Codification of the consolidated text of the Statute of the Company
The Management Board of Stalprofil SA submits a new consolidated text of the Statute of the Company (attached), which Stalprofil SA Supervisory Board approved at its meeting held on 28.09.2009.
28.09.2009
Current report no. 31/2009
Description: List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Stalprofil SA
Description: List of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Stalprofil SA
The Executive Board of Stalprofil SA announces the attached list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Stalprofil SA, which was held on 24 September 2009.
25.09.2009
Current report no. 30/2009
Description: Appointment of the Company supervisor
Description: Appointment of the Company supervisor
On September 24, 2009, the Extraordinary General Shareholders’ Meeting of Stalprofil S.A. appointed Mr. Stefan Dzienniak Company Supervisory Board Member.
Mr. Stefan Dzienniak /born 1952/ is a graduate of the Technical University of Silesia in Gliwice. He spent his entire professional career in steel industry, starting as a trainee in Huta Cedler, and then working for Huta Katowice where he went through all the management levels, getting a thorough knowledge of the steel sector.
For 10 years he has been top management member in Huta Katowice SA, Polskie Huty Stali SA and ArcelorMittal Poland S.A.: from Rolling Mills Manager, Operations Director and CEO of the Plant.
Since 2005 Mr. Stefan Dzienniak has been on the Board of Directors of ArcelorMittal Poland S.A. with responsibility over long products. ArcelorMittal Poland S.A. is a majority shareholder of Stalprofil S.A., and to some extent, also a competitor of Stalprofil SA..
Mr. Stefan Dzienniak, with previous experience on the Supervisory Boards of Huta Bankowa and Huta Królewska has practice in the supervision over commercial companies.
Mr. Stefan Dzienniak is not listed in the National Register of Insolvent Debtors kept on the basis of the National Court Register Law.
Mr. Stefan Dzienniak /born 1952/ is a graduate of the Technical University of Silesia in Gliwice. He spent his entire professional career in steel industry, starting as a trainee in Huta Cedler, and then working for Huta Katowice where he went through all the management levels, getting a thorough knowledge of the steel sector.
For 10 years he has been top management member in Huta Katowice SA, Polskie Huty Stali SA and ArcelorMittal Poland S.A.: from Rolling Mills Manager, Operations Director and CEO of the Plant.
Since 2005 Mr. Stefan Dzienniak has been on the Board of Directors of ArcelorMittal Poland S.A. with responsibility over long products. ArcelorMittal Poland S.A. is a majority shareholder of Stalprofil S.A., and to some extent, also a competitor of Stalprofil SA..
Mr. Stefan Dzienniak, with previous experience on the Supervisory Boards of Huta Bankowa and Huta Królewska has practice in the supervision over commercial companies.
Mr. Stefan Dzienniak is not listed in the National Register of Insolvent Debtors kept on the basis of the National Court Register Law.
25.09.2009
Current report no. 29/2009
Description: The resolution of the Extraordinary General Shareholders’ Meeting of Stalprofil SA
Description: The resolution of the Extraordinary General Shareholders’ Meeting of Stalprofil SA
Herewith, the Management Board of Stalprofil SA encloses the resolution adopted by the Extraordinary General Shareholders’ Meeting of Stalprofil SA on September 24, 2009:
"RESOLUTION NO. 1
on changes in the composition of the Supervisory Board.
Acting pursuant to Art. 385 §1 of the Commercial Companies Code and §21 item 7 of the Company Statute, the Extraordinary General Shareholders’ Meeting of Stalprofil S.A. appoints Mr. Stefan Dzienniak Supervisory Board Member as of September 24, 2009, for the period of the current term of office of the present Supervisory Board, that is till the day of holding the general shareholders’ meeting for the approval of the Company’s financial statement for the business year 2009."
The resolution was adopted unanimously. 25,963,870 of votes were cast effectively for the resolution. The number of shares under which effective votes were cast amounted to 9,963,870 items, which makes 56.94% of the Company’s share capital.
The General Shareholders’ Meeting covered all the items of the planned agenda of the meeting. No objections to be recorded in the minutes were made during the session of the General Shareholders’ Meeting.
"RESOLUTION NO. 1
on changes in the composition of the Supervisory Board.
Acting pursuant to Art. 385 §1 of the Commercial Companies Code and §21 item 7 of the Company Statute, the Extraordinary General Shareholders’ Meeting of Stalprofil S.A. appoints Mr. Stefan Dzienniak Supervisory Board Member as of September 24, 2009, for the period of the current term of office of the present Supervisory Board, that is till the day of holding the general shareholders’ meeting for the approval of the Company’s financial statement for the business year 2009."
The resolution was adopted unanimously. 25,963,870 of votes were cast effectively for the resolution. The number of shares under which effective votes were cast amounted to 9,963,870 items, which makes 56.94% of the Company’s share capital.
The General Shareholders’ Meeting covered all the items of the planned agenda of the meeting. No objections to be recorded in the minutes were made during the session of the General Shareholders’ Meeting.
23.09.2009
Current report no. 28/2009
Description: Transaction of sale of steel products
Description: Transaction of sale of steel products
In 22.09.2009 Stalprofil SA made a consequitive transaction of sale of steel products to domestic steel producer - Stalprodukt Centrostal Kraków sp. z o.o. from Ostrowiec Swietokrzyski. Summed value of steel products sold by Stalprofil SA to this contractor, plus transactions carried out by Stalprofil SA in 22.09.2009, amounted in last 12 months to ca. 16,4 mln PLN (gross value). The transaction of highest value made with this contractor took place in March 2009, for amount of 5,4 mln PLN (gross value).
Transactions with Stalprodukt Centrostal Kraków sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
Transactions with Stalprodukt Centrostal Kraków sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
04.09.2009
Current report no. 27/2009
Description: Draft resolution of the Extraordinary General Meeting of Stalprofil SA
Description: Draft resolution of the Extraordinary General Meeting of Stalprofil SA
Stalprofil SA presents draft resolution which the Company's Management Board intends to submit to the Extraordinary General Meeting of Stalprofil SA, convened to be held on September 24, 2009.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information submitted by issuers of securities (...)
Pursuant to item 5 part II of the code "Good practices of listed companies" the Management Board provides enclosed a justification for the draft resolution in question.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information submitted by issuers of securities (...)
Pursuant to item 5 part II of the code "Good practices of listed companies" the Management Board provides enclosed a justification for the draft resolution in question.
18.08.2009
Current report no. 26/2009
Description: Convening Extraordinary General Meeting of STALPROFIL S.A.
Description: Convening Extraordinary General Meeting of STALPROFIL S.A.
Acting pursuant to art. 399 §1 of the Commercial Companies Code, the Management Board of STALPROFIL S.A. convenes the Extraordinary General Meeting to be held on September 24, 2009 in Dąbrowa Górnicza in Pałac Kultury Zagłębia, Plac Wolności 1 at 12 p.m.
Suggested agenda:
1. Opening the Meeting.
2. Appointing the Chairman of the Shareholders Meeting.
3. Determining the correctness of convening the Shareholders’ Meeting and its capacity to pass resolutions.
4. Appointing a Ballot-counting Committee.
5. Approving the agenda.
6. Changing the composition of the Company's Supervisory Board.
7. Closing the Meeting.
Pursuant to art. 4022 of the Commercial Companies Code, the Management Board presents the following information:
1. Pursuant to art. 4061 § 1 of the Commercial Companies Code, the right to participate in a general meeting is reserved for persons, being company's shareholders sixteen days before the date of the general meeting (date of registering participation in a general meeting), i.e. on September 8, 2009. Persons entitled under registered shares and temporary certificates, as well as pledgees and usufructuaries who have the right to vote, may participate in the general meeting if they were registered in the share register on the day of registering participation in the general meeting (4062 § 1 of the Commercial Companies Code). The day of registering participation in the general meeting is the same for persons entitled under bearer shares and registered shares.
2. Pursuant to art. 4063 § 2 of the Commercial Companies Code, to ensure participation in the general meeting, a shareholder entitled under dematerialized bearer shares should request the entity maintaining the securities account to issue a registered certificate confirming the right to participate in the general meeting. The request should be made following the information on convening the general meeting and not later than on the first business day after registration of participation in general meeting i.e. September 9, 2009. The certificate should contain all the information referred to in art. 4063 § 3 of the Commercial Companies Code. Certificates confirming the right to participate in a general meeting will be a basis for preparing lists presented to an entity maintaining the securities account in line with regulations on trading in financial instruments.
3. Description of procedures concerning participation in a general meeting, including information on Shareholders’ rights:
a) A shareholder or shareholders representing at least one twentieth of the share capital may request that certain issues be placed on the agenda of the next general meeting. The request should be reported to the management board not later than twenty one days before the date set for the meeting i.e. till September 3, 2009. Request should contain justification or a draft resolution concerning suggested item of the agenda. The request may be in form of a PDF file, and may be e-mailed to: wza@stalprofil.com.pl
b) A company shareholder or shareholders representing at least one twentieth of the share capital may, prior to the date of the general meeting, provide the company with draft resolutions concerning issues placed on the agenda of a general meeting, or issues to be placed on the agenda, in hard copy or by electronic communication means in form of a PDF file emailed to: wza@stalprofil.com.pl.
c) Each shareholder may during a general meeting submit draft resolutions concerning issues placed on the agenda.
d) Neither company's statute nor Regulations of the General Meeting include provisions enabling shareholders to exercise voting right in correspondence mode, and by electronic communication means.
e) A shareholder may participate in a general meeting, and exercise the right to vote, either personally or through a plenipotentiary. A plenipotentiary exercises all rights to which a shareholder is entitled at a general meeting unless otherwise specified by the letter of attorney. A shareholder holding shares registered on more than one securities account may appoint separate plenipotentiaries to exercise voting rights under shares registered on each account. Powers of attorney granted to management board members, supervisory board members, company employees or members of bodies in subsidiary companies or their employees, are valid only during the next general meeting.
f) Power of attorney to participate in a general meeting and to exercise a voting right must be granted in writing, or must be emailed in form of a PDF file to: biuro@stalprofil.com.pl. Shareholder should inform the company on power of attorney granted through electronic communication means by sending the company a PDF files to: biuro@stalprofil.com.pl .
g) Company takes appropriate action to identify a shareholder and plenipotentiary in order to verify the validity of a power of attorney granted electronically. Verification may have a form of an inquiry, made by phone or electronically, addressed to a shareholder and plenipotentiary to confirm that a power of attorney had been granted. Following arrival to a general meeting, prior to signing the attendance list, a plenipotentiary should present an original ID card referred to in the template power of attorney to confirm their identity. Representatives of legal persons should present current copies of relevant registers listing persons authorized to represent those entities.
4. A person entitled to participate in a general meeting may obtain complete documentation to be presented at the General Meeting, including draft resolutions. The documents in question may be obtained at the Company's seat not earlier than one week prior to the date of the General Meeting. Information on the agenda of the General Meeting and relevant information (including template letter of attorney, and the form to be used by the plenipotentiary while voting), will be available on the Company's website at: www.stalprofil.com.pl - investor relations/general meeting.
5. Information on the meeting is available on the website at: www.stalprofil.com.pl Correspondence related to the general meeting should be e-mailed to: wza@stalprofil.com.pl
Suggested agenda:
1. Opening the Meeting.
2. Appointing the Chairman of the Shareholders Meeting.
3. Determining the correctness of convening the Shareholders’ Meeting and its capacity to pass resolutions.
4. Appointing a Ballot-counting Committee.
5. Approving the agenda.
6. Changing the composition of the Company's Supervisory Board.
7. Closing the Meeting.
Pursuant to art. 4022 of the Commercial Companies Code, the Management Board presents the following information:
1. Pursuant to art. 4061 § 1 of the Commercial Companies Code, the right to participate in a general meeting is reserved for persons, being company's shareholders sixteen days before the date of the general meeting (date of registering participation in a general meeting), i.e. on September 8, 2009. Persons entitled under registered shares and temporary certificates, as well as pledgees and usufructuaries who have the right to vote, may participate in the general meeting if they were registered in the share register on the day of registering participation in the general meeting (4062 § 1 of the Commercial Companies Code). The day of registering participation in the general meeting is the same for persons entitled under bearer shares and registered shares.
2. Pursuant to art. 4063 § 2 of the Commercial Companies Code, to ensure participation in the general meeting, a shareholder entitled under dematerialized bearer shares should request the entity maintaining the securities account to issue a registered certificate confirming the right to participate in the general meeting. The request should be made following the information on convening the general meeting and not later than on the first business day after registration of participation in general meeting i.e. September 9, 2009. The certificate should contain all the information referred to in art. 4063 § 3 of the Commercial Companies Code. Certificates confirming the right to participate in a general meeting will be a basis for preparing lists presented to an entity maintaining the securities account in line with regulations on trading in financial instruments.
3. Description of procedures concerning participation in a general meeting, including information on Shareholders’ rights:
a) A shareholder or shareholders representing at least one twentieth of the share capital may request that certain issues be placed on the agenda of the next general meeting. The request should be reported to the management board not later than twenty one days before the date set for the meeting i.e. till September 3, 2009. Request should contain justification or a draft resolution concerning suggested item of the agenda. The request may be in form of a PDF file, and may be e-mailed to: wza@stalprofil.com.pl
b) A company shareholder or shareholders representing at least one twentieth of the share capital may, prior to the date of the general meeting, provide the company with draft resolutions concerning issues placed on the agenda of a general meeting, or issues to be placed on the agenda, in hard copy or by electronic communication means in form of a PDF file emailed to: wza@stalprofil.com.pl.
c) Each shareholder may during a general meeting submit draft resolutions concerning issues placed on the agenda.
d) Neither company's statute nor Regulations of the General Meeting include provisions enabling shareholders to exercise voting right in correspondence mode, and by electronic communication means.
e) A shareholder may participate in a general meeting, and exercise the right to vote, either personally or through a plenipotentiary. A plenipotentiary exercises all rights to which a shareholder is entitled at a general meeting unless otherwise specified by the letter of attorney. A shareholder holding shares registered on more than one securities account may appoint separate plenipotentiaries to exercise voting rights under shares registered on each account. Powers of attorney granted to management board members, supervisory board members, company employees or members of bodies in subsidiary companies or their employees, are valid only during the next general meeting.
f) Power of attorney to participate in a general meeting and to exercise a voting right must be granted in writing, or must be emailed in form of a PDF file to: biuro@stalprofil.com.pl. Shareholder should inform the company on power of attorney granted through electronic communication means by sending the company a PDF files to: biuro@stalprofil.com.pl .
g) Company takes appropriate action to identify a shareholder and plenipotentiary in order to verify the validity of a power of attorney granted electronically. Verification may have a form of an inquiry, made by phone or electronically, addressed to a shareholder and plenipotentiary to confirm that a power of attorney had been granted. Following arrival to a general meeting, prior to signing the attendance list, a plenipotentiary should present an original ID card referred to in the template power of attorney to confirm their identity. Representatives of legal persons should present current copies of relevant registers listing persons authorized to represent those entities.
4. A person entitled to participate in a general meeting may obtain complete documentation to be presented at the General Meeting, including draft resolutions. The documents in question may be obtained at the Company's seat not earlier than one week prior to the date of the General Meeting. Information on the agenda of the General Meeting and relevant information (including template letter of attorney, and the form to be used by the plenipotentiary while voting), will be available on the Company's website at: www.stalprofil.com.pl - investor relations/general meeting.
5. Information on the meeting is available on the website at: www.stalprofil.com.pl Correspondence related to the general meeting should be e-mailed to: wza@stalprofil.com.pl
11.08.2009
Current report no. 25/2009
Description: Conclusion of addendum to the contract between the subsidiary Izostal SA and the Polish Agency for Enterprise Development
Description: Conclusion of addendum to the contract between the subsidiary Izostal SA and the Polish Agency for Enterprise Development
Stalprofil SA, with reference to current Report No 4/2009, informs that on 10 August 2009 subsidiary Izostal SA signed an annex to the contract of 30 December 2008, concluded with the Polish Agency for Enterprise Development.
Signed supplement increases the value of the subsidy granted to the subsidiary Izostal SA for establishing the Innovative Center for Anticorrosion Isolations of Steel Tubes from the amount of PLN 20,109,789.08 to the amount of PLN 21,257,762.53. The increase of the EU subsidy by the amount of PLN 1,147,973.45 occurred as a result of the depreciation of PLN in the period from 30 June 2008 to 25 June 2009. The Polish Agency for Enterprise Development informed recipients about the possibility of applying for grants increase on 26 May 2009.
In the annex the timetable of the project has been also updated.
The investment's aim is to create a modern manufacturing plant, which would be a leading domestic center of anti-corrosion protection. It will bring about expansion of the range of products that Izostal SA can offer based on its own production. Thanks to the new plant the company has already introduced a new product on the market, associated with anti-corrosion coatings on the inner surface of steel tubes, and by the end of this year the company plans to start another production line to the external insulation, greatly increasing the range of pipe diameters that can be isolated with anti-corrosion coatings.
The company considers the agreement to be significant because its value exceeds 10% of the issuer's equity.
Signed supplement increases the value of the subsidy granted to the subsidiary Izostal SA for establishing the Innovative Center for Anticorrosion Isolations of Steel Tubes from the amount of PLN 20,109,789.08 to the amount of PLN 21,257,762.53. The increase of the EU subsidy by the amount of PLN 1,147,973.45 occurred as a result of the depreciation of PLN in the period from 30 June 2008 to 25 June 2009. The Polish Agency for Enterprise Development informed recipients about the possibility of applying for grants increase on 26 May 2009.
In the annex the timetable of the project has been also updated.
The investment's aim is to create a modern manufacturing plant, which would be a leading domestic center of anti-corrosion protection. It will bring about expansion of the range of products that Izostal SA can offer based on its own production. Thanks to the new plant the company has already introduced a new product on the market, associated with anti-corrosion coatings on the inner surface of steel tubes, and by the end of this year the company plans to start another production line to the external insulation, greatly increasing the range of pipe diameters that can be isolated with anti-corrosion coatings.
The company considers the agreement to be significant because its value exceeds 10% of the issuer's equity.
10.08.2009
Current report no. 24/2009
Description: Resignation of the Supervisory Board member
Description: Resignation of the Supervisory Board member
Stalprofil SA informs that on 10 August 2009 Mr. Jerzy Podsiadło resigned from his office as the Member of the Supervisory Board of Stalprofil SA in connection with taking functions of the President of the Board of Węglokoks SA in Katowice.
Mr. Jerzy Podsiadło was the Chairman of the Supervisory Board in the company of the issuer.
Mr. Jerzy Podsiadło was the Chairman of the Supervisory Board in the company of the issuer.
28.07.2009
Current report no. 23/2009
Description: Conclusion of major contract
Description: Conclusion of major contract
On 28 July 2009 Stalprofil SA Management Board year received information about finalizing (signing by other parties of the contract) trade agreement between Stalprofil SA and ArcelorMittal Commercial Sections SA, based in Luxembourg, and ArcelorMittal Ostrava AS, based in Ostrava. This Agreement sets out the general conditions for commercial cooperation, aimed at stepping up sales in 2009 by Stalprofil SA - long steel products produced by ArcelorMittal. According to the estimates of the Company during the year 2009 on the basis of that agreement Stalprofil SA will make purchases of products from the steel group ArcelorMittal entities on the net value of about PLN 162,000,000.00. The supply of steel products manufactured by ArcelorMittal are made on the basis of orders made by the issuer during the period from the beginning of the year until the expiry of the term of the contract, ie until 31 December 2009.
The issuer considers the agreement to be significant because its value exceeds 10% of the equity capital of the Company.
Terms of the contract do not differ significantly from the conditions applicable to such agreements.
The issuer considers the agreement to be significant because its value exceeds 10% of the equity capital of the Company.
Terms of the contract do not differ significantly from the conditions applicable to such agreements.
10.07.2009
Current report no. 22/2009
Description: Conclusion of loan agreements with PKO BP SA by the subsidiary IZOSTAL SA
Description: Conclusion of loan agreements with PKO BP SA by the subsidiary IZOSTAL SA
Legal basis
Art. 56 clause 1 item 2 of the Public Offering Act – current and periodical information
Stalprofil SA informs that on July 10, 2009, its subsidiary IZOSTAL signed two loan agreements with PKO BP S.A. in the total amount of PLN 40,000,000, i.e.:
1. Investment loan agreement, with the loan granted from July 10, 2009 to July 18, 2015, for the purpose of investment expenditure on the External Blasting and Coating Plant for Steel Pipes in Kolonowskie in the amount of PLN 26,000,000 (which in the first turn will be used for repayment of the investment loan from ING Bank Śląski S.A. in the amount of PLN 18,000,000).
2. Overdraft facility agreement, for the period from July 10, 2009 to July 9, 2010, in the amount of up to PLN 14,000,000 for the purpose of financing the ongoing business. IZOSTAL S.A. will in the first turn use this facility to repay working capital loans granted by ING Bank Śląski S.A. and Fortis Bank Polska S.A.).
The available loans, based on favorable financing conditions offered by PKO BP SA, will ensure timely completion of the construction of the External Blasting and Coating Plant for Steel Pipes in Kolonowskie, and will ensure access to working capital for financing the ongoing business of IZOSTAL S.A.
The financial conditions specified in the concluded contracts are not different from the common market conditions.
The agreements are considered significant as their total value exceeds 10% of the issuer’s equity.
The basic legal security for the loans is a collective regular mortgage in the amount of PLN 26,000,00 and a collective cap mortgage in the amount of PLN 10,400,000 on the built-up properties owned by IZOSTAL S.A. and located in Kolonowskie and Zawadzkie, as well as a registered pledge on the external coating lines and PE coating lines.
The assets, on which the pledge and the mortgage were established are considered by the company significant in value, as their total value exceeds the equivalent in PLN of EUR 1,000,000. There are not any connections between the issuer and the bank being the beneficiary of the mortgage and the pledge.
An additional security for the above-mentioned loan is the bill-of-exchange guarantee granted by Stalprofil S.A. to its subsidiary IZOSTAL SA, up to the amount of PLN 20,000,000. Stalprofil SA did not receive any remuneration on that.
The repayment by IZOSTAL SA of the investment loan taken from ING Bank Śląski SA (see item 1) will result in the expiry of the guarantee given for this loan by Stalprofil SA on November 3, 2008, of the value of PLN 18,000,000.
Legal basis: §5 clause 1 items 1, 3, 7 of the Ordinance of the Minister of Finance of February 19, 2009, on the current and periodical information provided by the securities issuing entities (...)
Art. 56 clause 1 item 2 of the Public Offering Act – current and periodical information
Stalprofil SA informs that on July 10, 2009, its subsidiary IZOSTAL signed two loan agreements with PKO BP S.A. in the total amount of PLN 40,000,000, i.e.:
1. Investment loan agreement, with the loan granted from July 10, 2009 to July 18, 2015, for the purpose of investment expenditure on the External Blasting and Coating Plant for Steel Pipes in Kolonowskie in the amount of PLN 26,000,000 (which in the first turn will be used for repayment of the investment loan from ING Bank Śląski S.A. in the amount of PLN 18,000,000).
2. Overdraft facility agreement, for the period from July 10, 2009 to July 9, 2010, in the amount of up to PLN 14,000,000 for the purpose of financing the ongoing business. IZOSTAL S.A. will in the first turn use this facility to repay working capital loans granted by ING Bank Śląski S.A. and Fortis Bank Polska S.A.).
The available loans, based on favorable financing conditions offered by PKO BP SA, will ensure timely completion of the construction of the External Blasting and Coating Plant for Steel Pipes in Kolonowskie, and will ensure access to working capital for financing the ongoing business of IZOSTAL S.A.
The financial conditions specified in the concluded contracts are not different from the common market conditions.
The agreements are considered significant as their total value exceeds 10% of the issuer’s equity.
The basic legal security for the loans is a collective regular mortgage in the amount of PLN 26,000,00 and a collective cap mortgage in the amount of PLN 10,400,000 on the built-up properties owned by IZOSTAL S.A. and located in Kolonowskie and Zawadzkie, as well as a registered pledge on the external coating lines and PE coating lines.
The assets, on which the pledge and the mortgage were established are considered by the company significant in value, as their total value exceeds the equivalent in PLN of EUR 1,000,000. There are not any connections between the issuer and the bank being the beneficiary of the mortgage and the pledge.
An additional security for the above-mentioned loan is the bill-of-exchange guarantee granted by Stalprofil S.A. to its subsidiary IZOSTAL SA, up to the amount of PLN 20,000,000. Stalprofil SA did not receive any remuneration on that.
The repayment by IZOSTAL SA of the investment loan taken from ING Bank Śląski SA (see item 1) will result in the expiry of the guarantee given for this loan by Stalprofil SA on November 3, 2008, of the value of PLN 18,000,000.
Legal basis: §5 clause 1 items 1, 3, 7 of the Ordinance of the Minister of Finance of February 19, 2009, on the current and periodical information provided by the securities issuing entities (...)
29.06.2009
Current report no. 21/2009
Description: List of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA
Description: List of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA
The Executive Board of Stalprofil SA announces the attached list of shareholders holding at least 5% of votes at the Ordinary General Meeting of Stalprofil SA, which was held on 26 June 2009.
26.06.2009
Current report no. 20/2009
Description: The content of the resolutions taken by the Ordinary General Meeting of Stalprofil SA
Description: The content of the resolutions taken by the Ordinary General Meeting of Stalprofil SA
The Executive Board of Stalprofil SA publishes the content of the resolutions that were adopted by the Ordinary General Meeting of Stalprofil SA on 26 June 2009. The General Assembly examined all the points from the planned agenda, including a resolution taken on the distribution of net profit for the year 2008, providing for the dividend for the Company's shareholders the amount of PLN 1,925,000.00, resulting in a 0,11 PLN dividend on each share.
Ordinary General Meeting of Stalprofil SA has decided that the right to determine the date of the dividend would be 18 September 2009 and that the dividend would paid on 8 October 2009.
During the deliberations the General Assembly has not reported any objections to the contents of the protocol.
Ordinary General Meeting of Stalprofil SA has decided that the right to determine the date of the dividend would be 18 September 2009 and that the dividend would paid on 8 October 2009.
During the deliberations the General Assembly has not reported any objections to the contents of the protocol.
17.06.2009
Current report no. 19/2009
Description: Changing the name of the auditor entitled to audit financial statements for the year 2009
Description: Changing the name of the auditor entitled to audit financial statements for the year 2009
Referring to the current report No 37/2008 the Executive Board of Stalprofil SA informs that on the 16 June 2009 it received the message that the company MOORE STEPHENS - KATOWICE sp. z o.o., with whom the Company has concluded a contract for a study and review of financial statements for the year 2009, changed its name to REVISION - KATOWICE sp. z o.o.
Other details of the auditor out of the aforementioned have not changed.
Other details of the auditor out of the aforementioned have not changed.
10.06.2009
Current report no. 18/2009
Description: Draft resolutions of the Annual General Meeting of Stalprofil SA
Description: Draft resolutions of the Annual General Meeting of Stalprofil SA
Stalprofil SA presents draft resolutions which the Company's Management Board intends to submit to the Annual General Meeting of Stalprofil SA, convened to be held on June 26, 2009.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information to be submitted by issuers of securities (...)
Pursuant to item 5 section II of the code "Good practices of listed companies", the Management Board presents grounds for resolutions no. 18 - 20 , which are not typical resolutions passed during a regular Annual General Meeting of Stalprofil SA.:
1. Draft resolution no. 18 on amending the Articles of Association of Stalprofil SA was drawn up by the Company's Management Board following amendments to the act of December 5, 2008 on amending the act Commercial Companies Code and act on trading of financial instruments, changes in Polish Classification of Activities, and adjustment of the Company's objects to the scope of activity of other entities in the Group, which may facilitate common projects within the Group,
2. Draft resolution no. 19 on amending Regulations of the General Meeting of Stalprofil S.A. was drawn up as it was necessary to amend the Regulations so that they reflect changes implemented by virtue of the act of December 5, 2008 on amending the act Commercial Companies Code, and the act on trading of financial instruments. In view of the fact that new provisions of the Commercial Companies Code will come into force on August 3, 2009, the Management Board proposes that the new regulations take effect in the Company on that very day.
3. Draft resolution no. 20 on covering Supervisory Board members of Stalprofil S.A with civil liability insurance, and in consequence amendments to Resolution no. 17 of the General Meeting of March 26, 1999 was proposed since the Company initiated procedures aimed at concluding an civil liability insurance contract covering all members of bodies in entities belonging to STALPROFIL SA Group. However implementation requires the consent of the General Meeting as regards the Supervisory Board since insurance contribution is treated by tax authorities as a personal benefit (non-cash) in favor of the insured person and constitutes an element of their remuneration.
In view of the above it is necessary to amend resolution of the General Meeting on the principles of remunerating Supervisory Board Members.
Legal background: §38 clause 1 item 3 of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information to be submitted by issuers of securities (...)
Pursuant to item 5 section II of the code "Good practices of listed companies", the Management Board presents grounds for resolutions no. 18 - 20 , which are not typical resolutions passed during a regular Annual General Meeting of Stalprofil SA.:
1. Draft resolution no. 18 on amending the Articles of Association of Stalprofil SA was drawn up by the Company's Management Board following amendments to the act of December 5, 2008 on amending the act Commercial Companies Code and act on trading of financial instruments, changes in Polish Classification of Activities, and adjustment of the Company's objects to the scope of activity of other entities in the Group, which may facilitate common projects within the Group,
2. Draft resolution no. 19 on amending Regulations of the General Meeting of Stalprofil S.A. was drawn up as it was necessary to amend the Regulations so that they reflect changes implemented by virtue of the act of December 5, 2008 on amending the act Commercial Companies Code, and the act on trading of financial instruments. In view of the fact that new provisions of the Commercial Companies Code will come into force on August 3, 2009, the Management Board proposes that the new regulations take effect in the Company on that very day.
3. Draft resolution no. 20 on covering Supervisory Board members of Stalprofil S.A with civil liability insurance, and in consequence amendments to Resolution no. 17 of the General Meeting of March 26, 1999 was proposed since the Company initiated procedures aimed at concluding an civil liability insurance contract covering all members of bodies in entities belonging to STALPROFIL SA Group. However implementation requires the consent of the General Meeting as regards the Supervisory Board since insurance contribution is treated by tax authorities as a personal benefit (non-cash) in favor of the insured person and constitutes an element of their remuneration.
In view of the above it is necessary to amend resolution of the General Meeting on the principles of remunerating Supervisory Board Members.
04.06.2009
Current report no. 17/2009
Description: Signing of credit deal with PKO BP SA
Description: Signing of credit deal with PKO BP SA
On 03.06.2009 Stalprofil SA finalised a credit contract with PKO BP S.A. in Warsaw. According to the contract Stalprofil SA can make use of 25.000.000 PLN credit limit until 31.03.2010. The credit will be used for financing current economic activities of the company. Financial conditions of the credit do not differ from commonly used on the market and are based on WIBOR 1M + bank margin.
The issuer considers the contract significant as its value exceeds 10% of the issuer’s equity.
The main legal security of the credit is mortgage of 25.000.000 PLN on property localised in Katowice, ul. Owsiana 60, where the company’s warehouse is located. Gross evidence value of the property submitted in account books for 31.05.2009 is 22.313.000 PLN.
The company considers the assets on which the mortgage has been made significant as their value exceeds 1.000.000 EUR. There are not any connections between the issuer and the bank.
The issuer considers the contract significant as its value exceeds 10% of the issuer’s equity.
The main legal security of the credit is mortgage of 25.000.000 PLN on property localised in Katowice, ul. Owsiana 60, where the company’s warehouse is located. Gross evidence value of the property submitted in account books for 31.05.2009 is 22.313.000 PLN.
The company considers the assets on which the mortgage has been made significant as their value exceeds 1.000.000 EUR. There are not any connections between the issuer and the bank.
02.06.2009
Current report no. 16/2009
Description: Prolonging credit contract with ING Banki Śląski SA
Description: Prolonging credit contract with ING Banki Śląski SA
On 01.06.2006, along with conditions of the credit contract between Stalprofil SA and ING Banki Śląski SA that the company has published in current report no. 1/2009 on 09.01.2009, the credit contract has been prolonged automatically with current account credit of 25.000.000 PLN for the consecutive one year period until 31.05.2010. The contract has been prolonged automatically because neither side had declared not to prolong it. Remaining conditions of the contract between Stalprofil SA and ING Banki Śląski SA have not been changed.
01.06.2009
Current report no. 15/2009
Description: Correcting false information in Gazeta Giełdy "Parkiet"
Description: Correcting false information in Gazeta Giełdy "Parkiet"
To avoid misleading shareholders and investors the Management Board of Stalprofil SA denies information about planned dividend for 2008 that has been published on 30.05.2009 in "Parkiet" in the article titled "8 mld zł w dywidendzie od firm z GPW".
The Management Board of Stalprofil SA, along with its recommendation submitted in the current report no. 8/2009, will propose on the General Meeting of Shareholders amount of 525000 PLN for dividend to company’s shareholders and that will bring 0,03 PLN per share – not 3,00 PLN per share that Gazeta Giełdy “Parkiet” has informed.
The Management Board of Stalprofil SA, along with its recommendation submitted in the current report no. 8/2009, will propose on the General Meeting of Shareholders amount of 525000 PLN for dividend to company’s shareholders and that will bring 0,03 PLN per share – not 3,00 PLN per share that Gazeta Giełdy “Parkiet” has informed.
21.05.2009
Current report no. 14/2009
Description: Transaction of sale of semi-finished steel products
Description: Transaction of sale of semi-finished steel products
In 20.05.2009 Stalprofil SA sold semi-finished steel products to domestic steel producer - INTERSPEED sp. z o.o. from Ostrowiec Swietokrzyski. Summed value of semi-finished steel products sold by Stalprofil SA to this producer, plus transactions carried out by Stalprofil SA in 20.05.2009, amounted in last 12 months to ca. 17,8 mln PLN (gross value). The transaction of highest value made with this contractor was sale of semi-finished steel products made in May 2009 for amount of 4,5 mln PLN (gross value).
Transactions with INTERSPEED sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of semi-finished steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
Transactions with INTERSPEED sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of semi-finished steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
15.05.2009
Current report no. 13/2009
Description: Transaction of purchase of steel products
Description: Transaction of purchase of steel products
In 14.05.2009 Stalprofil SA purchased long steel products (profiles) from domestic contractor - INTERSPEED sp. z o.o. from Ostrowiec Swietokrzyski. Summed value of steel products purchased by Stalprofil SA from this producer, plus transactions carried out by Stalprofil SA in 14.05.2009, amounted in last 12 months to ca. 18 mln PLN (gross value). The transaction of highest value made with this contractor was the purchase of steel products made in February 2009 for amount of 4,2 mln PLN (gross value).
Transactions with INTERSPEED sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
Transactions with INTERSPEED sp. z o.o. are made on basis of individual orders and its conditions are not different form commonly used on the market.
Transactions of purchase of steel products made with this contractor during last 12 months meet the criteria of significant contract because its value exceeds 10% of the issuer’s equity.
15.05.2009
Current report no. 12/2009
Description: Convening the Annual General Meeting
Description: Convening the Annual General Meeting
Acting pursuant to § 18 clause 2 of the Articles of Association of STALPROFIL S.A., and art. 395 and 399 §1 of the Commercial Companies Code, the Management Board of STALPROFIL S.A. convenes the Annual General Meeting to be held on June 26, 2009 in Dąbrowa Górnicza in Pałac Kultury Zagłębia, Plac Wolności 1 at 12 p.m. Suggested agenda:
1. Opening the Meeting.
2. Appointing the Chairman of the Shareholders Meeting.
3. Determining the correctness of convening the Shareholders’ Meeting and its capacity to pass resolutions.
4. Appointing a Ballot-counting Committee.
5. Approving the agenda.
6. Presenting the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008.
7. Presenting the Supervisory Board's report on the assessment of the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008, including brief assessment of the Company's situation.
8. Passing a resolution on approving the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008.
9. Passing a resolution on distribution of net profit for 2008.
10. Passing resolutions on granting the vote of approval to Management Board members for the fulfillment of duties in 2008.
11. Supervisory Board presenting a report on its activity, and the evaluation of the Board's activity in 2008.
12. Passing resolutions on granting the vote of approval to Supervisory Board members for the fulfillment of duties in 2008, and granting a monetary bonus to Board members.
13. Presenting the Management Board's report on the activity of Stalprofil S.A. Group, and the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
14. Presenting the Supervisory Board report on the assessment of the Management Board's report on the activity of Stalprofil S.A. Group, and the assessment of the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
15. Passing a resolution on approving the Management Board's report on the activity of Stalprofil S.A. Group, and the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
16. Passing a resolution on amending the Articles of Association.
17. Passing a resolution on amending Regulations of the General Meeting of Stalprofil S.A.
18. Passing a resolution on providing members of Company bodies with civil liability insurance.
19. Closing the Meeting.
Shareholders may participate in the General Meeting, and exercise the right to vote, either personally or through a proxy (representative). Power of attorney should be granted in writing and enclosed to the minutes, or else it should be null and void.
Shareholders have a right to participate in the General Meeting if they submit deposit certificates at the Company's seat in Dąbrowa Górnicza, ul. Roździeńskiego 11a, one week prior to the General Meeting i.e. by June 19, 2009, 2 p.m. at the latest, and do not collect them before the end of the General Meeting.
List of shareholders entitled to participate in the General Meeting will be presented at Stalprofil S.A. seat in Dąbrowa Górnicza, ul. Roździeńskiego 11A, three days prior to the date of the General Meeting, 10 a.m. to 2 p.m.
1. Opening the Meeting.
2. Appointing the Chairman of the Shareholders Meeting.
3. Determining the correctness of convening the Shareholders’ Meeting and its capacity to pass resolutions.
4. Appointing a Ballot-counting Committee.
5. Approving the agenda.
6. Presenting the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008.
7. Presenting the Supervisory Board's report on the assessment of the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008, including brief assessment of the Company's situation.
8. Passing a resolution on approving the Management Board's report on the Company's activity and the Company's financial statement for the financial year 2008.
9. Passing a resolution on distribution of net profit for 2008.
10. Passing resolutions on granting the vote of approval to Management Board members for the fulfillment of duties in 2008.
11. Supervisory Board presenting a report on its activity, and the evaluation of the Board's activity in 2008.
12. Passing resolutions on granting the vote of approval to Supervisory Board members for the fulfillment of duties in 2008, and granting a monetary bonus to Board members.
13. Presenting the Management Board's report on the activity of Stalprofil S.A. Group, and the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
14. Presenting the Supervisory Board report on the assessment of the Management Board's report on the activity of Stalprofil S.A. Group, and the assessment of the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
15. Passing a resolution on approving the Management Board's report on the activity of Stalprofil S.A. Group, and the consolidated financial statement of Stalprofil S.A. Group for the financial year 2008.
16. Passing a resolution on amending the Articles of Association.
17. Passing a resolution on amending Regulations of the General Meeting of Stalprofil S.A.
18. Passing a resolution on providing members of Company bodies with civil liability insurance.
19. Closing the Meeting.
Shareholders may participate in the General Meeting, and exercise the right to vote, either personally or through a proxy (representative). Power of attorney should be granted in writing and enclosed to the minutes, or else it should be null and void.
Shareholders have a right to participate in the General Meeting if they submit deposit certificates at the Company's seat in Dąbrowa Górnicza, ul. Roździeńskiego 11a, one week prior to the General Meeting i.e. by June 19, 2009, 2 p.m. at the latest, and do not collect them before the end of the General Meeting.
List of shareholders entitled to participate in the General Meeting will be presented at Stalprofil S.A. seat in Dąbrowa Górnicza, ul. Roździeńskiego 11A, three days prior to the date of the General Meeting, 10 a.m. to 2 p.m.
08.05.2009
Current report no. 11/2009
Description: Signing of significant contract
Description: Signing of significant contract
In 08.05.2009 Stalprofil S.A. signed a contract the subject of which was delivery of flat steel products to a domestic contractor.
Deliveries of steel products will be carried out by Stalprofil SA on basis of the contract until 30.07.2009.
Forecasted summed gross value of deliveries regulated by the contract Stalprofil SA is estimating to about 6 mln PLN. Conditions of the contract do not differ significantly from commonly used in this kind of contracts.
Forecasted value of deliveries regulated by the contract plus sales carried out by Stalprofil SA to this contractor during last 12 months will amount to ca. 20 mln PLN (gross value).
The contract meets criteria of significance because its forecasted value enlarged by the value of remaining contracts made with this contractor during last 12 months exceeds 10% of the issuer’s equity.
Deliveries of steel products will be carried out by Stalprofil SA on basis of the contract until 30.07.2009.
Forecasted summed gross value of deliveries regulated by the contract Stalprofil SA is estimating to about 6 mln PLN. Conditions of the contract do not differ significantly from commonly used in this kind of contracts.
Forecasted value of deliveries regulated by the contract plus sales carried out by Stalprofil SA to this contractor during last 12 months will amount to ca. 20 mln PLN (gross value).
The contract meets criteria of significance because its forecasted value enlarged by the value of remaining contracts made with this contractor during last 12 months exceeds 10% of the issuer’s equity.
30.04.2009
Current report no. 10/2009
Description: List of information published by Stalprofil S.A. in 2008
Description: List of information published by Stalprofil S.A. in 2008
Management Board of Stalprofil S.A. submits the list of information published by Stalprofil S.A. in 2008. Text of all listed periodical and financial reports is available in the Company's headquarters and at the Company's internet page (stalprofil.com.pl). Some of the information enclosed in the listed reports may not be up to date.
21.04.2009
Current report no. 9/2009
Description: Signing credit deals with Kredyt Bank SA
Description: Signing credit deals with Kredyt Bank SA
In 21.04.2009 Stalprofil SA finalised following credit deals with Kredyt Bank SA Division II / Katowice:
- deal for letters of credit line for 7 mln PLN until 25.01.2010,
- deal for revocable discount credit for 1,5 mln PLN until 25.01.2010,
- annex to turnover credit deal enlarging the credit ammount by 4 mln PLN to 33 mln PLN until 24.01.2010.
The deals mentioned have been signed in accordance with general credit limit of 55 mln PLN, mentioned in the current report 3/2009, that the company has in Kredyt Bank SA for financing its current activities. The summed value of deals signed until now with Kredyt Bank SA in accordance with the general credit limit for credit products equals 51,5 mln PLN and exceeds 10% of the issuer's equity.
15.04.2009
Current report no. 8/2009
Description: Stalprofil S.A. Management Board’s recommendation on dividend for 2008
Description: Stalprofil S.A. Management Board’s recommendation on dividend for 2008
In 15.04.2009 the Management Board of Stalprofil S.A. made decision on recommending the General Meeting of Shareholders proposition of allocating 2008 net profit, including proposition of dividend for shareholders of 525000,00 PLN, that is 0,03 PLN per one share.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 18.09.2009 and the dividend pay day on 08.10.2009.
The Management Board of Stalprofil S.A. will recommend the General Meeting of Shareholders to fix the dividend right date on 18.09.2009 and the dividend pay day on 08.10.2009.
02.04.2009
Current report no. 7/2009
Description: Management Board of Stalprofil SA decides on actualising value of inventories for 31.12.2008
Description: Management Board of Stalprofil SA decides on actualising value of inventories for 31.12.2008
Due to significant drop of steel market prices at the end of the 1st quarter of 2009 Management Board of Stalprofil SA decided in 01.04.2009 on actualising value of inventories for 31.12.2008 for amount of 6392000 PLN.
Due to that actualisation net profit of Stalprofil SA for 2008 will be lowered by 5178000 PLN compared to the 4th quarter 2008 report published.
Management Board of Stalprofil SA do not expect any other significant change to net profit published in the 4th quarter 2008 report but its ultimate value will be published by the company in the annual 2008 report after financial statements audit.
In spite of correction of prices on the steel market Management Board of Stalprofil SA expects that the company will achieve net profit in the 1st quarter of 2009.
Due to that actualisation net profit of Stalprofil SA for 2008 will be lowered by 5178000 PLN compared to the 4th quarter 2008 report published.
Management Board of Stalprofil SA do not expect any other significant change to net profit published in the 4th quarter 2008 report but its ultimate value will be published by the company in the annual 2008 report after financial statements audit.
In spite of correction of prices on the steel market Management Board of Stalprofil SA expects that the company will achieve net profit in the 1st quarter of 2009.
20.03.2009
Current report no. 6/2009
Description: Prolonging credit deals with BRE Bank SA
Description: Prolonging credit deals with BRE Bank SA
In March 19th, 2009 Stalprofil SA was informed about signing by BRE Bank SA in Warsaw (division in Katowice) of two anexes to credit deals, prolonging for another year validity of credit lines used by the company for financing of the current operating activity.
Due to the prolonging Stalprofil can make use of credit limit in BRE Bank SA to summed value of 25 mln PLN (with possibility to be increased to 35 mln PLN), including revocable turnover credit of 14 mln PLN (with possibility to be increased to 24 mln PLN) and PLN-EUR current account credit of 11 mln PLN.
The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
Financial conditions on which the company is going to avail of these credit limits do not differ from the generally applicable ones and they are based on WIBOR + bank margin.
The main legal security of the credit limit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil of net value of 25 mln PLN. The company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of 1 mln EUR.
Due to the prolonging Stalprofil can make use of credit limit in BRE Bank SA to summed value of 25 mln PLN (with possibility to be increased to 35 mln PLN), including revocable turnover credit of 14 mln PLN (with possibility to be increased to 24 mln PLN) and PLN-EUR current account credit of 11 mln PLN.
The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
Financial conditions on which the company is going to avail of these credit limits do not differ from the generally applicable ones and they are based on WIBOR + bank margin.
The main legal security of the credit limit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil of net value of 25 mln PLN. The company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of 1 mln EUR.
09.03.2009
Current report no. 5/2009
Description: Actualisation of the dates of publishing periodical reports in 2009
Description: Actualisation of the dates of publishing periodical reports in 2009
According to the Regulation of the Minister of Finance dated February 19, 2009 on current and periodical information submitted by the issuers of securities and conditions of considering as equal information demanded due to regulations of law of a non-member state, published in Dziennik Ustaw no. 33 dated February 28, 2009, Management Board of Stalprofil S.A. submits new dates of publishing periodical reports in 2009:
- consolidated quarterly report for Q1 2009 - 15.05.2009
- consolidated quarterly report for Q3 2009 - 13.11.2009
- consolidated half-year report for the first half-year of 2009 including shortened half-year financial statement - 31.08.2009
- standalone annual report for 2008 - 30.04.2009
- consolidated annual report for 2008 - 30.04.2009
Management Board of Stalprofil S.A. declares that according to § 83 cl. 1 and 3 of the Regulation the company will not publish separate standalone quarterly and half-year reports.
27.01.2009
Current report no. 4/2009
Description: Signing of deal by the subsidiary company Izostal SA to recieve funds from Polish Agency for the Enterprise Development
Description: Signing of deal by the subsidiary company Izostal SA to recieve funds from Polish Agency for the Enterprise Development
In January the 27th, 2009 the Management Board of Stalprofil SA was informed about signing by the subsidiary company Izostal SA of a deal named "Umowa o dofinansowanie nr UDA – POIG.04.04.00-16-002/08-00 w ramach działania 4.4 Nowe inwestycje o wysokim potencjale innowacyjnym osi priorytetowej 4 Inwestycje w innowacyjne przedsięwzięcia Programu Operacyjnego Innowacyjna Gospodarka 2007-2013" with Polish Agency for the Enterprise Development.
According to the deal amount of EU funds to be received to aid investment program realised by Izostal SA named "Utworzenie innowacyjnego Centrum Izolacji Antykorozyjnych rur stalowych" is 20.109.789,08 PLN. The deal was signed in 30.12.2008, and the date of completing the project was fixed on 31.12.2009.
Realised investment, that aims at creating a modern production plant being a leading domestic centre of antirust protection, will lead mostly to enlargement of assortment that Izostal will be able to offer based on its own production. Thanks to the new plant the company will enlarge the spectre of diameters of pipes that can be isolated by antirust external covers, and also will bring a new product (to this time offered in cooperation with subsuppliers), ie. a broad range of antirust covers on internal surface of pipes.
The company considers the contract important as its value exceeds 10% of the issuer’s equity.
Legal basis: §5 cl.1 item 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.
According to the deal amount of EU funds to be received to aid investment program realised by Izostal SA named "Utworzenie innowacyjnego Centrum Izolacji Antykorozyjnych rur stalowych" is 20.109.789,08 PLN. The deal was signed in 30.12.2008, and the date of completing the project was fixed on 31.12.2009.
Realised investment, that aims at creating a modern production plant being a leading domestic centre of antirust protection, will lead mostly to enlargement of assortment that Izostal will be able to offer based on its own production. Thanks to the new plant the company will enlarge the spectre of diameters of pipes that can be isolated by antirust external covers, and also will bring a new product (to this time offered in cooperation with subsuppliers), ie. a broad range of antirust covers on internal surface of pipes.
The company considers the contract important as its value exceeds 10% of the issuer’s equity.
Legal basis: §5 cl.1 item 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.
26.01.2009
Current report no. 3/2009
Description: Prolonging credit deals with Kredyt Bank SA
Description: Prolonging credit deals with Kredyt Bank SA
In January 26th, 2009 Stalprofil SA was informed about prolonging by Kredyt bank SA for another 12 months (to January 25th, 2010) of credit limit of 55 mln PLN, to be used by the company for short-term credit transactions.
Due to the prolonging Stalprofil SA signed two anexes to credit deals with Kredyt Bank SA (in January 26th, 2009 Kredyt Bank SA informed the company about its signing of the anexes), on basis of which following credit limits validity was prolonged: renewable turnover credit for 29 mln PLN and current account credit for 10 mln PLN, to January the 25th, 2010. The awarded credit limits will be used by the company for financing of the current operating activity.
Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR O/N + bank margin. The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
One of the legal securities of the credit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil of net value of 10 mln PLN. The company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of 1 mln EUR. The company will be able to use the rest (16 mln PLN) of the credit limit for other short-term credit transactions, such as: bill of exchange discounting, letters of credit, bank guarantees by signing apropriate deals with Kredyt Bank SA during credit limit validity period.
Legal basis: §5 cl.1 item 1 and 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.
Due to the prolonging Stalprofil SA signed two anexes to credit deals with Kredyt Bank SA (in January 26th, 2009 Kredyt Bank SA informed the company about its signing of the anexes), on basis of which following credit limits validity was prolonged: renewable turnover credit for 29 mln PLN and current account credit for 10 mln PLN, to January the 25th, 2010. The awarded credit limits will be used by the company for financing of the current operating activity.
Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR O/N + bank margin. The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
One of the legal securities of the credit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil of net value of 10 mln PLN. The company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of 1 mln EUR. The company will be able to use the rest (16 mln PLN) of the credit limit for other short-term credit transactions, such as: bill of exchange discounting, letters of credit, bank guarantees by signing apropriate deals with Kredyt Bank SA during credit limit validity period.
Legal basis: §5 cl.1 item 1 and 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.
16.01.2009
Current report no. 2/2009
Description: Dates of publishing periodical reports in 2009
Description: Dates of publishing periodical reports in 2009
Management Board of Stalprofil informs about fixed dates of publishing periodical reports in 2009.
Simultaneously, according to § 87 cl. 1 of the Regulation of the Minister of Finance dated October 19, 2005, Management Board of Stalprofil SA declares its will for publishing consolidated quarterly reports inluding shortened financial information on permanent basis.
Dates of publishing periodical reports:
Simultaneously, according to § 87 cl. 1 of the Regulation of the Minister of Finance dated October 19, 2005, Management Board of Stalprofil SA declares its will for publishing consolidated quarterly reports inluding shortened financial information on permanent basis.
Dates of publishing periodical reports:
- consolidated quarterly report for Q4 2008 - 27.02.2009
- consolidated quarterly report for Q1 2009 - 15.05.2009
- consolidated quarterly report for Q2 2009 - 14.08.2009
- consolidated quarterly report for Q3 2009 - 13.11.2009
- consolidated half-year report for the first half-year of 2009 including shortened half-year financial statement - 30.09.2009
- standalone annual report for 2008 - 14.05.2009
- consolidated annual report for 2008 - 15.05.2009
Legal basis: § 100 cl. 1 of the Regulation of the Minister of Finance dated October 19, 2005.
09.01.2009
Current report no. 1/2009
Description: Concluding annexes to credit contracts with ING Bank Śląski SA
Description: Concluding annexes to credit contracts with ING Bank Śląski SA
On January 9, 2009, Stalprofil SA received information on the fact that two annexes to credit contracts concluded by and between Stalprofil SA and ING Bank Śląski SA at Katowice were signed by the second party (ING Bank Śląski SA).
As a result of concluding of the above annexes, the credit limit in the current account was increased from PLN 10,000,000 to the amount of PLN 25,000,000 and simultaneously, working capital credit at the amount of PLN 15,000,000 ceased to be effective. Thus, the total amount of the credit limit that Stalprofil could use at ING Bank Śląski SA has not changed, it is its structure that has changed to more flexible facility – credit in the current account. Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR ON + bank margin.
The awarded credit limit will be used by the Company for financing of the current operating activity until May 31, 2009. If within 35 days before that date neither party submits a notice on contract termination, it will be automatically extended for the following year.
The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
One of the legal securities of the credit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil. The security has not been changed and it consists of steel products of net standard price value of PLN 30,000,000. The Company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of € 1,000,000.
Legal basis: §5 cl.1 item 1 and 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.
As a result of concluding of the above annexes, the credit limit in the current account was increased from PLN 10,000,000 to the amount of PLN 25,000,000 and simultaneously, working capital credit at the amount of PLN 15,000,000 ceased to be effective. Thus, the total amount of the credit limit that Stalprofil could use at ING Bank Śląski SA has not changed, it is its structure that has changed to more flexible facility – credit in the current account. Financial conditions on which the Company is going to avail of this credit do not differ from the generally applicable ones and they are based on WIBOR ON + bank margin.
The awarded credit limit will be used by the Company for financing of the current operating activity until May 31, 2009. If within 35 days before that date neither party submits a notice on contract termination, it will be automatically extended for the following year.
The company considers the contracts important as their value exceeds 10% of the issuer’s equity.
One of the legal securities of the credit granted is the registered pledge agreement concerning commercial goods owned by Stalprofil. The security has not been changed and it consists of steel products of net standard price value of PLN 30,000,000. The Company concerns assets covered by the registered pledge agreement high-value assets as their value exceeds the equivalent of € 1,000,000.
Legal basis: §5 cl.1 item 1 and 3 of the Regulation of the Minister of Finance dated October 19, 2005 on current and periodical information submitted by the issuers of securities.





