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GENERAL MEETING

THE SUWARY SPÓŁKA AKCYJNA MANAGEMENT BOARD NOTICE OF CONVENING AN ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT 1 PM, ON MARCH 8, 2017 IN PABIANICE, PIOTRA SKARGI 45/47

15.02.2017

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Current report 42/2010 Concluding two agreements for the sale of shares in Kartpol Group Sp z o.o. in Wołomin and the declarations of taking up shares in Kartpol Group Sp z o.o. in Wołomin, and two preliminary agreements for the sale of shares in Kartpol Group Sp. Z o.. in Wołomin

The Management Board of SUWARY S.A. in Pabianice (the Company”) informs that today, i.e. on September 20th, 2010, in connection with the conclusion of the agreement communicated in the current report 41/2010 dated September 20th, 2010 the Company: 1. signed separately a sale contract with Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński, the subject thereof being the acquisition by the Company of 78 (in words: seventy eight) shares in Kartpol Group Spółka z o.o. Wołomin, ul/ Łukaszewicza 11d, Wołomin 05-200 REGON 016275990, Tax Identification Number 1251076610, entered in the National Court Register kept by the District Court for the Capital City of Warsaw, XII Commercial Department of the National Court Register under the number KRS 0000080388 (“Kartpol”) The subject of the share sale contract with Mr Szczepan Kwiatek is the acquisition by the Company of 39 (in words: thirty nine) shares in Kartpol of the face value of PLN 500.00 each, which at the moment represent 39 % (in words: thirty nine percent) of Kartpol share capital, for a total price of PLN 8 350 000.00 (in words: eight million three hundred fifty thousand złotys) payable in two installments as below: - the first installment at an amount of PLN 3 350 000.00 (in words: three million three hundred fifty thousand złotys) was paid on the date of the Sale Contract signature - the second installment at an amount of PLN 5 000 000.00 (in words: five million złotys) shall be paid by April 30th, 2011 with the reservation that the Parties provided for the option of lowering the total acquisition price of Kartpol shares in the event that Kartpol net profit from 2010 is lower than PLN 1 800 000.00 (in words: one million eight hundred thousand złotys) on the basis of the formula specified in the Contract. As a security for the due performance of obligations the Company issued for Mr Szczepan Kwiatek a blank bill of exchange with a bill of exchange agreement for an amount securing the payment of the second installment of the share price. The subject of the sale contract with Mr Jerzy Marek Kamiński is the acquisition by the Company of 39 (in words: thirty nine) shares in Kartpol of the face value of PLN 500.00 (in words: five hundred złotys) each, which at the moment represent 39 % (in words: thirty nine percent) of Kartpol share capital, for the total amount of PLN 8 350 000.00 (in words: eight million three hundred fifty thousand złotys) payable in two installments: - the first installment at an amount of PLN 3 350 000.00 (in words: three million three hundred fifty thousand złotys) was paid on the date of the Sale Contract signature - the second instalment at an amount of PLN 5 000 000.00 (in words: five million złotys) shall be paid by April 30th, 2011 with the reservation that the Parties provided for the option of lowering the total acquisition price of Kartpol shares in the event that Kartpol net profit from 2010 is lower than PLN 1 800 000.00 (in words: one million eight hundred thousand złotys) on the basis of the formula specified in the Contract. As a security for the due performance of obligations the Company issued for Mr Jerzy Marek Kamiński a blank bill of exchange with a bill of exchange agreement for an amount securing the payment of the second installment of the share price. II. On September 20th, 2010 the Extraordinary General Meeting of Kartpol Shareholders increased Kartpol share capital by PLN 5 000.00 (in words: five thousand złotys) from an amount of PLN 50 000.00 (in words: fifty thousand zlotys) to an amount of PLN 55 000.00 (in words: fifty five thousand zlotys) by creating 10 (in words: ten) new shares of the face value PLN 500.00 (in words: five hundred zlotys) each, of the total value of PLN 5 000.00 (in words: five thousand złotys). The Extraordinary General Meeting of Kartpol Shareholders resolved that all the shares in the increased share capital of Kartpol , in the number of 10 (in words: ten) shares, should be offered by the Management Board of Kartpol to be taken up by the new shareholder, i.e. the Company, against a cash contribution of PLN 3 300 000.00 (in words: three million three hundred thousand złotys), i.e. at an amount of PLN 330 000.00 (in words: three hundred thirty thousand zlotys) for each newly-created share. The Company submitted its declaration of taking up 10 (in words: ten) shares in Kartpol and made a cash contribution to pay the share capital. In connection with the conclusion of the two sale contracts described above and after the registration of the increase in the share capital the Company will hold the total number of 88 shares in Kartpol, which will represent an 80% (in words: eighty percent) share in Kartpol share capital III. The Management Board of SUWARY S.A. informs that today, i.e. on September 20th 2010 the Company concluded separately a preliminary sale contract with Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński, the subject thereof being the acquisition by the Company of 22 (in words: twenty two) shares in Kartpol, of the face value of PLN 500.00 (in words: five hundred) each. The subject of a preliminary sale contract with Mr Szczepan Kwiatek is the acquisition by the Company of 11 (in words: eleven) shares in Kartpol, of the face value of PLN 500.00 (in words: five hundred złotys) each, for a total amount of PLN 2 500 000.00 (in words: two million five hundred thousand złotys), and the subject of a preliminary sale contract with Mr Jerzy Marek Kamiński is the acquisition by the Company of 11 (in words: eleven) shares in Kartpol, of the face value of PLN 500.00 (in words: five hundred złotys) each, for a total amount of PLN 2 500 000.00 (in words: two million five hundred thousand złotys). The price of the shares held by Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński specified in the preliminary agreements can be lowered in the event that Kartpol net profit from 2010 is lower than the one assumed by the Parties on the basis of a formula analogues to the one specified in the share sale agreements referred to in point 1 of the report. Both Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński have the right to appoint the dates for the Company to conclude the promised contract of the sale of shares in Kartpol as not earlier than after September 15th, 2011, and the Company has the right to appoint the date of concluding the promised contracts of share sale as not earlier than on January 1st, 2011. As a security for the due performance of obligations the Company issued for Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński a blank bill of exchange with bill of exchange agreements for amounts securing the payment of the share prices stipulated in the preliminary contracts of the transfer of Kartpol shares. . Each preliminary contract provides for a separate obligation for the Company to pay stipulated penalties in the event that the Company does not conclude the contracts by the dates appointed by Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński. The amount of the stipulated penalties in each of the contracts is specified as PLN 2 000 000 (in words: two million złotys). The preliminary sale contracts provide for a separate obligation for Mr Szczepan Kwiatek and Mr Jerzy Marek Kamiński to pay stipulated penalties to the Company in the event, among others, that they do not conclude the promised sale contract by the dates appointed by the Company. The amount of the stipulated penalty for each of the preliminary contracts was specified as PLN 2 000 000 (in words: two million złotys). In relation with the conclusion of the aforementioned contracts, the Company acquired assets which constitute high value assets for it. The criterion for recognizing the assets acquired as significant is the amount of SUWARY S.A. equity. The Company acquired Kartpol shares for equity fund and working capital loan. The Company intends to acquire 100% (in words: one hundred p

2010-09-20

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