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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 14/2011 Registration of Amendments to the Company’s Articles of Association

The Management Board of Suwary S.A. (“the Company”) informs that today, on March 24th 2011, the Company received the Decision of the District Court for the City of Łódź – Sródmieście in Łódź, XX Department of the National Court Register, dated March 24th 2011 (“the Decision”), about the entering into the National Court Register – the Register of Entrepreneurs of amendments to the Articles of Association made by the Extraordinary Meeting of Suwary S.A. Shareholders on March 15th 2011 on the following subject:

- § 6 (paragraph six) of the Articles of Association defining the Company’s objects shall be supplemented with the following six new points:


Ҥ 6

33.12.Z Repair of machinery
33.20 Installation of industrial machinery and equipment.
70.10.Z Activities of head offices and holdings, excluding financial holdings.
73.1 Advertising
74.10 Specialised design activities
82.1 Office administrative activities, including support activities”


- § 7 (paragraph seven) section 1(one) of the Articles of Association shall be supplemented with the following new content:

“ 1.The share capital of the Company amounts to PLN 8 391 040.00 (eight million three hundred and ninety one thousand forty złotys ) and it is split into 4.195.520 ( four million one hundred ninety five thousand five hundred and twenty) ordinary bearer shares of the nominal value of PLN 2 (two złotys) each, of which:
a) there are 2.097.760 (two million ninety seven thousand seven hundred and sixty) ordinary bearer shares of A-series
b) there are 2.097.760 (two million ninety seven thousand seven hundred and sixty) ordinary bearer shares of B-series

- § 7a has been added to the Articles of Association:

Ҥ 7a

1. Pursuant to Art. 444 of the Code of Commercial Companies, the Management Board shall be authorised for the period of three years of the date February 15th 2011 to increase the Company’s share capital by an amount of up to PLN 2.097.760 (two million ninety seven thousand seven hundred and sixty złotys) on the terms and conditions defined herein (“the Authorized Capital”).
2. The Management Board can exercise the authorisation granted to it through one or several consecutive increases in the share capital within the limits of the amount defined in point 1.
3. The Management Board can issue shares against cash contribution or non-pecuniary contribution.
4. The share issue against non-pecuniary contribution and fixing the share issue price by the Management Board shall require approval by the Supervisory Board.
5. The Management Board shall be authorised to deprive the shareholders of their pre-emptive right to the shares or subscription warrants referred to in point 6 in whole or in part, with reference to each share capital increase within the authorised capital limits, at the Supervisory Board approval.
6. The Management Board shall be authorised to issue registered or bearer subscription warrants entitling their holders to subscribe to shares within the Authorised Capital limits, with the exclusion of the pre-emptive right (subscription warrants) with the deadline for the execution of the right to subscribe expiring on the date specified by the Management Board, however not later than on the expiry of the period referred to in point 1.
7. In addition, the Management Board resolves on any other matters related to the share capital increase within the authorised capital limits, and in particular the Management Board is authorised to:

(i) conclude investment underwriting or firm commitment underwriting agreements or other agreements securing a successful share issue, as well as concluding agreements pursuant to which depository receipts in connection with the share issue will be issued outside the territory of the Republic of Poland.
(ii) take actions in the dematerialisation of the shares issued and concluding agreements with Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository of Securities) in order to have them registered.
(iii) take actions and adopt resolutions on an application for the admission and introduction of the shares issued to trading in the regulated market conducted by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange).”

Following the entering into the National Court Register by the Court of amendments to the Articles of Association related to the shares nominal value, the Company share capital amounts to PLN 8 391 040.00 (eight million three hundred and ninety one thousand forty złotys ) and it is split into 4.195.520 ( four million one hundred ninety five thousand five hundred and twenty) ordinary bearer shares of the nominal value of PLN 2 (two złotys) each, of which:
a) there are 2.097.760 (two million ninety seven thousand seven hundred and sixty) ordinary bearer shares of A-series
b) there are 2.097.760 (two million ninety seven thousand seven hundred and sixty) ordinary bearer shares of B-series

In connection with the entering into the National Court Register by the Court of an amendment to the Articles of Association, which consists in supplementing thereof with § 7a, the authorised capital in the amount of PLN 2 097 760 was entered.

The uniform text of the Suwary S.A. Articles of Association constitutes an enclosure to this report.

ARTICLES OF ASSOCIATION - pdf

 

2011-03-24

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