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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 15/2009 Statement of reasons for drafts resolutions for the Company’s Extraordinary General Meeting

The Management Board of Suwary S.A. publishes the statement of reasons for draft resolutions prepared for the Company’s Extraordinary General Meeting scheduled for 6 May 2009:

 

Resolution No 1 – draft

The Extraordinary General Meeting, in compliance with § 23 article 2 of the Company’s Articles of Association, changes § 6 article 3 of the General Meeting Regulations, and gives it the following wording:
“ The person opening the meeting puts forward a proposal on the election of the Chairman of the Meeting from among the persons entitled to attend the meeting and vote at it, or from among the Company’s Supervisory Board members. In addition, each person entitled to attend the Meeting and cast votes at it is eligible to stand for the position of the Chairman of the Meeting, or propose one candidate for this position.
In the event that only one candidacy is proposed, this candidate becomes the Chairman unless there are objections from the persons entitled to vote.
If there are more than one candidacies for the position of the Chairman, the person opening the Meeting shall put the candidacies to the vote in the alphabetic order of the candidates’ surnames, and after the voting is completed announce the result thereof. In this case the person who expressed their consent to stand for the position of the Chairman and received the greatest number of votes becomes the Chairman of the Meeting. This voting, as well as other ones held at the meeting, may be conducted with the use of electronic methods of voting.

 

Reasons:

 

The proposed change to the Regulations of the General Meeting of Shareholders results from the intention to simplify the procedure of electing the General Meeting Chairman and dispel the reservations of some shareholders as to the possibility of electing the Chairman from among the members of the Supervisory Board, indicating explicitly that they do not have to be entitled at the same time to vote at the General Meeting. This draft resolution does not prejudice the shareholders’ rights to elect the Chairman in a secret vote in the event more than one candidacy is put forward.

 

Resolution No 2 – draft

The Extraordinary General Meeting, in compliance with Article 293 item 4 of the Code of Commercial Companies, expresses its consent to the acquisition by the Company of the following real estate on the terms and conditions as below:
a) a plot of land record No. 2162/7 (twenty one sixty two forward slash seven), of 2058 (two thousand fifty eight) m2 in area, located in Łódzkie province, Ksawerów commune, at ul. Szkolna 12, (twelve), for which the Regional Court of Pabianice, V Department of Land Registries keeps the Land Registry No. LD1P/00040313/6 (L D one P forward slash zero zero zero four zero three one three forward slash six) (real estate No. 1) at the price of PLN 180 000.00 (one hundred eighty thousand zlotys.)
b) a plot of land record No. 2161/42 (twenty one sixty one forward slash forty two) of 36566 (thirty six thousand five hundred and sixty six ) m2 , located in Łódzkie province, Ksawerów commune, for which the Regional Court of Pabianice, V Department of Land Registries keeps the Land Registry No.LD1P/00035408/1 (L D one P forward slash zero zero zero three five four zero eight forward slash one) (Real estate No. 2) at the price determined by the Company’s Supervisory Board.

 

Reasons:

 

One of the primary constraints on Suwary S.A. long-term development are insufficient location resources. Thus, the Management Board thinks it necessary that the Company purchase a new area big enough to build at least a finished product storehouse, and prospectively to erect a new plant in order to relocate the Company’s operations.

 

Most of the storage area is currently leased, and the fact that the production facilities are located in two different places in the centre of the town causes logistic problems. Moreover, a new location provides an opportunity to considerably increase the Company’s production capacity.

 

Also, the Management Board of Suwary S.A. acting pursuant of § 29 section 3 of the Warsaw Stock Exchange Regulations informs that the principle II item 1 sub-item 4 of the Good Practices of the Companies Quoted on the Stock Exchange was infringed incidentally. In its current report No. 11/2009 dated 31 March 2009 the Company published the date and agenda of the Extraordinary General Meeting of Shareholders, and in the current report No. 14/2009 dated 28 April 2009 it published the draft resolutions prepared for the Extraordinary General Meeting. However, on the Company’s website no draft resolutions with the statements of reasons for them were published 14 days prior to the meeting. The Management Board informed through mass media about the Company’s intention to purchase real estate including a justification for its decision. However, taking into account that the aforementioned principle of the corporate governance was not adhered to fully, this current report including supplementary information is issued with the force from 30 April 2009.

 

Legal basis: article 38 section 1 item 3 of the Minister’s of Finance ordinance related to the current and periodic information, § 29 section 3 of the Regulations of the Warsaw Stock Exchange, and principle II items II sub-item 4 of the Good Practices of Companies Quoted on the Stock Exchange.

 

2009-04-30

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