LIBET S.A. Wrocław, 18 March 2016
Report of the Management Board on the operations for the year ended on 31 December 2015Table of Contents
OPERATIONS OF THE COMPANY 4
Key information on the Company 4
Products and services 4
Sales markets 5
Related entities and capital expenditures 5
Significant events 5
Risk factors and threats 6
Projected development of the entity 6
Investment plans 7
FINANCIAL POSITION 7
Revenue and financial result of the Company 7
Company's asset position 9
Company's cash flows 10
Loans and borrowings drawn 11
Loans and borrowings granted 11
Suretyships, guarantees, off-balance sheet items 11
Financial instruments and financial risk management principles 11
2.8. Financial resources management assessment 11
2.9 Principles of presenting selected data in foreign currencies 12
OTHER INFORMATION…………….…. 13
Significant agreements 13
Transactions with related entities. 13
Issue of securities 13
Purchase of treasury shares 13
Forecast realisation. 13
3.6. Court proceedings 13
Untypical events and factors 13
Changes in the entity management methods 14
Agreements with people managing the entity 14
Remuneration of managing and supervising people 14
Equity based compensation plans 14
Shares held by managing and supervising people 14
Agreements affecting changes in the shareholding 14
Employee share plan control systems 14
Description of rules for appointment and dismissal of members of the management board and their rights, in particular the right to decide on the issue or redemption of shares………………………………………………………………………………………………………………….……. 14
Description of amendments to the statute or articles of association of the issuer…………………………………………………………………………………………………………………..……. 15
A general meeting and its key powers, and a description of rights of shareholders and the manner of their exercising, in particular those arising from the regulations of the general meeting, if such rules were adopted, provided that the information in this regard do not arise directly from the law……………………………………………………………………………………………………….…………..………. 15 3.18 Information relating to the audit of the financial statement 15
CORPORATE GOVERNANCE PRINCIPLES 15
Applied principles of corporate governance 15
System of internal control within reporting 15
Significant shareholders 16
Holders of shares carrying special inspection rights 16
Voting right limitation 16
Limitations relating to transfer of titles to shares 17
Composition of the Management Board and the Supervisory Board 17
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OPERATIONS OF THE COMPANY
Key information on the Company
Predecessor entity of Libet S.A. (further on referred to as the "Company"), Cydia Sp. z o.o. company (from 1 October 2010 Libet Sp. z o.o., from 14 December 2010 Libet S.A.) was established pursuant to the Notarial Deed No Rep. A 2705/2008 dated 18 March 2008 in the office of the Notary Public - Danuta Kosim-Kruszewska, Magdalena Witkowska, Spółka Cywilna. The registered office of Cydia Sp. z o.o. was Warsaw, pl. Piłsudskiego 1, Poland.
During the period from the establishment to 29 March 2010 (date of Libet Group acquisition) Cydia Sp. z
o.o. did not pursue any business activity, was not a parent to any group, and did not have any equity holdings in other entities. The Issuer's financial year is the calendar year. On 29 March 2010 Cydia Sp. z
o.o. purchased 100% shares in Libet S.A., seated in Wrocław, ul. Powstańców Śląskich 5, incorporated under the notarial deed of 16 November 1996 before Hanna Olszewska in Rawicz (Repertory No A 4234/1996). As at the acquisition date Libet S.A. held 100% of shares in Libet 2000 Sp. z o.o.
On 1 October 2010 Cydia Sp. z o.o. merged with Libet S.A. under the conditions of Article 492 § 1 of the Commercial Companies Code via the takeover of the assets and liabilities of the acquired company (Libet S.A.) by the acquirer (Cydia Sp. z o.o.). The acquiring entity (predecessor entity of the Issuer) changed its name to Libet Sp. z o.o. on the same date, and on 14 December 2010 it was transformed into a joint- stock company (spółka akcyjna) operating under the name of Libet S.A. (further on the "Issuer").
On 21 April 2011 the Issuer obtained a permit of the Board of the Warsaw Stock Exchange for listing of all its shares, and on 28 April 2011 it was first listed on the Warsaw Stock Exchange. As at the date of preparation of these statements the Company's shareholding is presented in par. 1.3 below. Currently, the Issuer is registered with the National Court Register in the District Court for Wrocław-Fabryczna, 6th Commercial Division under the number of KRS 373276.
The financial statements of the Company cover the period of 12 months ended on 31 December 2015 and include the comparative data for the period of 12 months ended on 31 December 2014 and as at 31 December 2014, pursuant to the requirements of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions of recognising as equivalent the information required by the laws of a state not being a member state.
Products and services
STATEMENT OF THE MANAGEMENT BOARD ON THE RELIABILITY OF THE FINANCIAL STATEMENTS 18
STATEMENT OF THE MANAGEMENT BOARD ON THE SELECTION OF THE ENTITY AUTHORISED TO AUDIT……. 18
Libet is a leading Polish producer of concrete surface materials
manufactured in the technology of vibropressing. Products are offered in three segments:
− premium segment
Libet SA published this content on 31 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 31 May 2016 07:36:03 UTC.
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