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Individual Reporting Standard

INDIVIDUAL REPORTING STANDARD

of ULMA CONSTRUCCION POLSKA S.A.

 

Considering the need to provide the shareholders with a transparent disclosure policy, the Management Board of ULMA Construccion Polska S.A. has introduced the "Individual Reporting Standard of ULMA Construccion Polska S.A."

In accordance with the public disclosure requirements introduced by way of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (hereinafter referred to as the "Regulation"), the Management Board of ULMA Construccion Polska S.A. has decided to implement the rules of selection of events relating to ULMA and the decision-making process in terms of eligibility of such information for reporting, as well as to define a list of events which, in ULMA’s opinion, fulfil the criteria of inside information within the meaning of the abovementioned Regulation, as well as the flow of such information.

The present document is by no means exhaustive in terms of potential occurrence of inside information at ULMA and merely offers an example of a set of events considered inside information.

Events not provided for herein that fulfil the inside information criteria will be made public by ULMA in accordance with the requirements set forth in Chapter 3 of the Regulation.

 

DEFINITIONS

The key terms used herein will be defined as follows:

ULMA –ULMA Construccion Polska S.A.;

Parent Company – a parent company within the meaning of the accounting regulations applicable to the Company;

Subsidiary – a subsidiary within the meaning of the accounting regulations applicable to the Company;

Related Companies – related companies within the meaning of the accounting regulations applicable to the Company;

Group – a group within the meaning of the accounting regulations applicable to the Company;

Managing Person – a person having significant effect on the management of ULMA, in particular a member of the Management Board, a member of an administrative body, a person acting as member of the Management Board, a proxy;

Supervising Person – in particular a member of the Supervisory Board, a member of the Audit Committee, a member of an administrative body;

Related Undertaking - either:

a)    a parent company of ULMA; or

b)    a subsidiary of ULMA; or

c)     companies controlled by the same entity as ULMA, as well as a shareholder/partner of a co-subsidiary; or

d)    a shareholder who, within the meaning of the Act on Public Offering, at the time of disclosure of the information held at least 20% of votes at the General Shareholders’ Meeting of ULMA, as well as their subsidiary or an entity of which they are the managing person; or

e)     a person who at the time of disclosure of the information was a managing person or a supervising person of ULMA or of its related company; or

f)     a person who at the time of disclosure of the information was a spouse, or a partner considered to be equivalent to a spouse, a relative by blood or affinity up to the second degree, an adopted child or an adoptive parent, or a person associated by guardianship or care with any person managing or supervising the Company or its related company; or

g)     a controlled, jointly controlled company or other company where the managing or supervising person is, directly or indirectly, the person referred to in (d) and (e), or on which such person has significant effect, or where such person holds a significant number of votes;

Inside Information – in accordance with Article 7(1)(a) of the Regulation, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments;

Acquisition – a transfer to ULMA or to its subsidiary of an ownership title, other property right or a right of use, as well as holding (shares);

Disposal – a transfer by ULMA or by its subsidiary of an ownership title, other property right or a right of use;

Deciding on an intention – a decision made by a body of ULMA to initiate a procedure aimed at execution of a given intention.

During the determination of the significance of circumstances or events (such as conclusion of a significant contract, assets of significant value, significant changes etc.), the effect of the given circumstances or events on the amount of ULMA’s equity, or on the annual or quarterly operating income of ULMA, or on the annual or quarterly financial result of ULMA, is taken into account.

EVENTS RELATING TO FINANCIAL ACTIVITY

  1. Adoption of a resolution by the Management Board of ULMA on the revocation, liquidation or significant change of liabilities of ULMA or of its Subsidiaries with regard to line of credit agreements relating to the significant part of the current financing of operations, or learning about revocation or liquidation by one or more banks of lines of credit relating to the significant part of the current financing of operations;
  2. Offering loan or credit guarantee or surety by ULMA or its Subsidiary to a Related Undertaking or Related Undertakings;
  3. Learning by ULMA about initiation before a court, an authority competent for arbitration, or a public administration body, of proceedings relating to liabilities or receivables of ULMA or of its Subsidiary;
  4. Learning about insolvency of significant debtors of ULMA, or about initiation of debt recovery proceedings towards a debtor of significant magnitude;
  5. Occurrence of an event consisting in a damage to natural environment under ULMA’s operating activity;
  6. Significant changes to the value of ULMA’s assets;
  7. Significant decrease or increase in the value of financial instruments held by ULMA, e.g. due to impairment of their fair value;
  8. Adoption of a resolution by the Management Board of ULMA on:
  • filing a bankruptcy petition;
  • withdrawing a bankruptcy petition;
  • declaration of bankruptcy;
  • change of decision on declaration of bankruptcy;
  • decision on initiation of reconstruction proceedings;
  • termination or dismissal of bankruptcy proceedings;
  • initiation of liquidation proceedings;
  • learning by the Management Board of ULMA about the abovementioned petitions being filed by one or more creditors of ULMA with regard to ULMA or to its Subsidiary;
  1. Occurrence of risks related to operating activity, which the Management Board of ULMA decided to cover with reserves of significant amount;

 

CORPORATE EVENTS

  1. Adoption of a resolution by the Management Board of ULMA on:
  • intention to file a petition for initiation of reconstruction proceedings;
  • filing a reconstruction petition;
  • initiation of reconstruction proceedings;
  • refusal to initiate reconstruction proceedings;
  • securing ULMA’s property under proceedings aimed at initiation of reconstruction proceedings;
  • approval of composition;
  • refusal to approve composition under reconstruction proceedings;
  • termination or dismissal of reconstruction proceedings with regard to ULMA or its Subsidiary;
  1. Receipt of a documented information by ULMA relating to:
  • changes to the control of ULMA, or to the taking over of such control;
  • issuance of bonds or other securities;
  • introduction of employee incentive schemes related to ULMA shares;
  • change in the amount or structure of ULMA’s initial capital;
  • redemption or change of rights from securities;
  • liquidation of ULMA;
  • winding-up of ULMA;
  1. Adoption of a resolution by the Management Board of ULMA on the issuance of bonds or other securities of ULMA’s Subsidiaries, also with regard to introduction of employee incentive schemes related to ULMA shares;
  2. Adoption of a resolution by the Management Board of ULMA on the intention to acquire or dispose of, by ULMA or its Subsidiary, any securities issued by ULMA;
  3. Adoption of a resolution by the management of ULMA on:
  • intention to merge with another company; 
  • intention to divide ULMA;
  • intention to transform ULMA;
  1. Adoption of a resolution by the Management Board of ULMA on a merger, liquidation, winding-up or transformation of a significant Subsidiary;
  2. Termination, by ULMA or by an entity authorised to audit financial statements, of the contract for audit or revision of ULMA’s financial statements, as well as dissolution of such contract by mutual agreement of the parties;
  3. Recalling or resignation of the Managing Person or of the Supervising Person, or learning by ULMA about a decision of such Managing Person or the Supervising Person on resignation from participation in the elections for the subsequent term of office;
  4. Appointment of the Managing Person or of the Supervising Person;
  5. Termination of subscription or sales related to the public offering of ULMA’s securities;
  6. Admitting securities to trading, including outside the territory of Poland (i.e. on other regulated markets); Refusal to admit ULMA’s securities to trading;
  7. Information about the General Shareholders’ Meeting of ULMA (ordinary and extraordinary);
  8. Adoption of a resolution by the management of ULMA on the buyback of shares or transactions on other quoted equity securities of ULMA;
  9. Adoption of a resolution by the Management Board of ULMA on the sharing of profit for a given period, in particular with regard to the level of the proposed dividend, advances for dividends or interest on securities;
  10. Adoption of a resolution on the Acquisition or Disposal of assets of significant value.

 

OPERATING ACTIVITY

  1. Loss by ULMA or its Subsidiary of assets of significant value, including the exceeding of the predefined thresholds within one quarter;
  2. Conclusion of a significant contract by ULMA or its Subsidiary;
  3. Fulfilment of, or failure to fulfil, a condition relating to a significant conditional contract, concluded by ULMA or by its Subsidiary, which exceeds a given limit, or to a conditional contract incorporated in a significant contract;
  4. Termination or dissolution of a significant contract concluded by ULMA or its Subsidiary;
  5. Adoption of a resolution by the Management Board of ULMA on the initiation of a reconstruction or reorganisation scheme which has effect on significant assets of ULMA or which relates to employment in terms of collective redundancies, or which has effect on the financial condition or profits and losses of ULMA or of its Subsidiary;
  6. Generation or loss of significant intangible assets under ULMA’s assets, in particular new licenses, patents, or registered trademarks;
  7. Adoption of a resolution by the Management Board of ULMA on the withdrawal from its primary operations or entering new area of operations, which would have significant effect on the magnitude of operating activity, in particular requiring reconstruction and reorganisation or employment;
  8. Registration of a mortgage, pledge or other limited property right on significant assets by ULMA or by its Subsidiary.