Legal basis: Article 56 para. 1 point 2 of the Public Offering Act - current and periodic information
The Management Board of the company under the name: MDI Energia Spółka Akcyjna with its registered office in Warsaw (hereinafter referred to as the "Issuer", "Company") publishes supplementary information to the Management Board's Report on Activities for the period of 12 months ended December 31, 2017, published April 3, 2018.
1) points "V.1. Discussing the financial and property situation." - new wording
The increase in revenues along with a slight decline in profitability reflects the market situation in 2017: a good situation in housing, while the costs of subcontracting are increasing. In 2017, the company did not carry out general construction projects in the area of renewable energy. It resulted from the fact that the legislator did not pass the act on renewable energy sources (RES). In the light of the prosperous housing market and the projects implemented by the Company, the liquidity of MDI is not threatened. The level of indebtedness (lower than in 2016) results from the specificity of operations related to the implementation of a large number of housing projects that do not require the involvement of significant current assets. In 2017, the Company did not conduct its own investments.
2) point "III. Corporate governance." - new, pregnant
1. Indication of corporate governance rules that were not applied by the Company, indicating what were the circumstances and reasons for not applying the rule and how the Company intends to remove the possible consequences of not applying the rule or what steps it intends to take take to reduce the risk of not applying the rule in the future
By the resolution of the Management Board of 8 January 2016, the Company adopted the Corporate Governance recommendations and principles contained in the "Best Practices of Companies Listed on the Warsaw Stock Exchange". Information on the status of the Company's application of the recommendations and principles contained in the "Good Practices of Companies Listed on the Warsaw Stock Exchange 2016" has been published by the company in the Current Report 1/2016 DPSN of January 11, 2016 and published on the Company's website. These rules, except for those listed below, are applied by the Company from the day of their adoption.
The Company does not apply the following recommendations and principles from the "Best Practices of Companies Listed on the Warsaw Stock Exchange 2016":
"I.R.2.If the company conducts sponsoring, charity or other activities of a similar nature, it publishes information on the policy pursued in its annual activity report. "- The principle is not applied, the Company does not carry out the above-mentioned activities. will apply the recommendation.
"IZ1.3 scheme of division of tasks and responsibilities between members of the management board, prepared in accordance with the principle II.Z.1" - the principle is not applied, in the opinion of the company, the presentation of such a scheme would limit the board members in making decisions, < br /> and the liability of management in accordance with the law is equal and independent of the division of tasks.
"IZ1.10. financial forecasts - if the company decided to publish them - published in at least the last 5 years, together with information on the level of their implementation "- the principle is not applied, the Company did not publish any forecasts within 5 years and does not plan to publish them. /> "IZ1.15. information containing a description of the diversity policy used by the company - there is no information on the reasons for the dismissal of the general meeting, change of the date or agenda, as well as information about the break in the general meeting and the reasons for ordering the break - the principle is not is applied, in the event of a break in the general meeting, the Company applies the principle by placing the content of the resolutions adopted by the general meeting, as in the case of changing the date, changing the agenda, canceling the general meeting. "I.Z.1.20. record of the general meeting in the form of audio or video" - the principle is not followed, the Company does not apply the principle due to the lack of such need in the Issuer's opinion and direct participation of key shareholders interested in the general meeting. The company conducted a test broadcast in 2017 and 2018 and will consider using it from 2019. "I.Z.1.21. contact details for persons responsible in the company for communication with investors, indicating the name and e-mail address or telephone number" - the principle is not followed, the Management Board of the Company is responsible for communication with investors. Due to the scale of operations, the Company does not employ people in the position of PR / IR Manager.
I.Z.2. The company whichthe shares are classified to stock exchange indices WIG20 or mWIG40, it ensures availability of its website also in English, at least to the extent indicated in principle I.Z.1. This principle should also be applied by companies outside the above indices, if it is justified by the structure of their shareholders or the nature and scope of their business "- the principle is not followed, the Company strives to ensure that the website is available in English to the fullest extent possible. In a case of new conditions, the subject matter will be reconsidered by the Management Board of the Company.
3) point "VI.8 Information on products, goods and services. and services. "- new wording
In the reporting period, the Company's revenues came (in 99%) from the provision of general construction services to domestic entities, while the remaining part was generated by the sale of goods. The company did not carry out productive activities.
4) " sources of supply of production materials, goods and services. "- new point
company cooperates with domestic and - incidentally - and contracts with foreign necessary to comply with contractual services and materials. In the opinion of the Management Board, the Company is not dependent on one or more entities in this regard. Among the recipients of services provided by the Company, the only entity that in the reporting period exceeded 10% of the revenue share was MD-LSO2 sp. O.o., not a related company, with 11.9% of total sales revenues. Among suppliers, the 10% threshold for share in the Company's supply in 2017 exceeded the following (non-related entities) entities: Lubelskie Przedsiębiorstwo Budowlane sp. O.o. with 18.3% share and Budimex S.A. with a share of 11.5%.
5) "Loans granted in the financial year" - a new point
In the reporting period, the Company granted twice short-term loans in the amount of PLN 3 million and 1.5 million to the related entity. Interest-bearing loans were 5% and the repayment date was 57 days and 27 days respectively. Both loans were repaid on time with due paymentsinterest.
6) "Sureties and guarantees granted and received in the financial year." - new point
Detailed information about the sureties and guarantees is described in Note 37 to the Annual Report for 2017.
7) points "VI.5. Utilization of proceeds from issue / new issues of shares" - new wording
Funds from the issue of series B and C shares from 2015 were allocated to cover the Company's contractual obligations. In 2017, there was no new issue of shares. By means of resolution no. 01/12/2017 of 27 December 2017, the Management Board of the Company has decided to issue up to 20,000 Bonds of the AW, BW and CW series with a nominal value of PLN 1,000 each to finance the planned development of its own business. On December 28, 2017, the first series of Bonds (AW series) with the value of PLN 2,000,000 was subscribed and paid for.
8) points "VI.6. Assessment of the feasibility of investment plans" - new wording
The company does not conduct any investment activity. As it has been described in point 3 above, the Company analyzes individually each investment proposal in terms of the probability of achieving the assumed results, investment risk and the possibility of financing this investment project.
9) item "II.3. Remuneration of managing and supervising persons" - new wording
The value of remuneration, bonuses or benefits in this resulting from incentive or bonus programs are presented in Appendix No. 1 to this report.
10) "Liabilities resulting from old-age pensions and benefits of a similar nature for former managers, supervisors." - new point
Do not occur.
11) points "V.2 Information on the auditing company" - new wording
The Supervisory Board of the Company on 13 December 2016 selected the auditor - PKF Consult Sp. with limited liability Sp.k. with its registered office in Warsaw, which was entrusted with the audit and review of the Company's financial statements for 2017 and 2018. Selection of the company PKF Consult Sp. z o.o. Sp.k. was made in accordance with applicable regulations and professional standards. Agreement with the company PKF Consult Sp. z o.o. Sp.k. was concluded on January 16, 2017.
Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognitionas equivalent to information required by the laws of a non-member state
Source: company website, investor relations, current and periodic reports.