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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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GROUP COMPANIES

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History of Company Shares on Stock Exchange

First listing

• 419 552 ordinary bearer shares series B were floated on 14 October 1998

Next floating of shares:
• 388 511 ordinary bearer shares series A were floated on 26 February 1999
• 3 736 ordinary bearer shares series A were floated on 9 August 2004 
• 14 852 ordinary bearer shares series A were floated on 29 August 2007 
• 12 453 ordinary bearer shares series A were floated on 1 August 2008

The total number of the shares currently traded is 839 104.

Dividend

• 2005

On 29 June 2009 The Ordinary General Meeting of the Company’s Shareholders resolved to allocate part of the 2005 net result of PLN 1 384 521.60 to a dividend for the shareholders, i.e. PLN 1.65 per share. The date of establishing a right to the dividend is 11 August 2006 , and the date of the dividend payment is 1 September 2006.

Invitation to subscribe for the sale of shares

On 24 November 2006 FUNDUSZ INWESTYCYJNY MIDAS SPÓŁKA AKCYJNA with its registered office in Warsaw announced an invitation to subscribe for the sale of shares in the Company. The subscription lasted from 05 December 2006 to 22 December 2006 inclusive.

The invitation covered dematerialised shares of the face value PLN 10 each, including:
(i) Ordinary bearer shares designated with the code ISIN - PLSUWAR00014
(ii) Registered preferred shares designated with the code ISIN - PLSUWAR00048

In accordance with the information in the invitation to subscribe, following the Invitation the Inviting Entity intended to acquire 66% of the total number of votes at the General Meeting of the Company. As of the date of the announcement of the Invitation, the Inviting Entity intended to purchase 589 851 shares in the Company. The Invitation did not specify the minimal number of shares covered by the subscription after the achievement of which the entity purchasing the shares would undertake to purchase the shares.

Following the invitation to subscribe for the sale of Suwary S.A. shares Narodowy Fundusz Inwestycyjny MIDAS S.A. purchased 14 852 registered shares of Suwary S.A. in over-the-counter transactions and 305 038 bearer shares of Suwary S.A. through the Warsaw Stock Exchange, Warsaw. The transactions concluded on 29 December 2006 were settled on 29 December 2006 and 3 January 2007 respectively. Following the aforementioned acquisition the Fund holds 319 890 shares of Suwary S.A. in total, which is 38.12% of the share capital carrying 319 890 votes at the General Meeting of the Company. After the expiration of preferences pursuant to § 10 of the Articles of Association of Suwary S.A. following their disposal by the shareholders in response to the Invitation, the shares held by the Fund constitute 37.02 % of the total number of votes in the Company. Prior to the change of share the Fund did not hold shares in Suwary S.A.

On 14 August 2009 Amhil Europa Sp z o.o. with its registered office in Kartoszyn announced an invitation to subscribe for the sale of shares in Suwary S.A. The subscription lasted from 03.09.2009 to 16.09.2009 inclusive.

The shares covered by the Invitation are dematerialised shares of the face value PLN 10 each – ordinary bearer shares designated with the code ISIN - PLSUWAR00014.

In accordance with the information in the Invitation to subscribe, following the Invitation the Inviting Entity intended to acquire 66% of the total number of votes at the General Meeting of the Company. As of the date of the Invitation announcement, the Inviting Entity intended to acquire 553 808 shares in the Company. 
The Invitation specified the price at which the Acquiring Entity undertook to purchase the shares as PLN 41.40.

The Purchaser undertook to purchase the shares covered by the Invitation subject to the condition that at the end of the subscription period the subscription should cover at least 335 935 shares carrying 335 935 votes at the General Meeting of the Company, which, including the shares already held by the members of the Group of the Acquiring Entity, should entitle to exercise over 50% of the total number of votes at the General Meeting of the Company.

Prior to the announcement of the Invitation the Inviting Entity, including the parent company and its subsidiaries, held the total number of 83 618 shares entitling to 83 618 votes representing 9.97 % of the total number of votes at the General Meeting of the Company’s Shareholders. This resulted from the fact that Savtec Sp z o.o., a subsidiary of Walter K. Kuskowski, who is also a parent entity to the Inviting Entity, holds 9 618 shares, i.e. a 1.15% share in the Company’s share capital carrying 9 618 votes and representing 1.15% of the total vote number at the General Meeting of the Company’s Shareholders. Moreover, Wentworth Tech Spółka z o.o., a subsidiary of Walter T. Kuskowski who is also a parent entity to the Inviting Entity, held 74 000 shares in the Company i.e. 8.82 % share in the share capital of the Company carrying 74 000 votes and representing 8.82 % of the total vote number at the General Meeting of Shareholders.

As of 10 September 2009 Amhil Europa Spółka z o.o., the Acquiring Entity changed the price at which the Acquiring Entity intended to purchase the shares covered by the Invitation from the previously announced price PLN 41.40 per share to PLN 47 per share.

Following the subscription for the sale of shares in Suwary S.A. Amhil Europa Sp z o.o. acquired 376.3 thousand shares of the Company, which represents 44.8 % of the share capital. 


 

26.04.2011 Day of Split 1:5

28.04.2011 the day of rise in share capital of Suwary S.A. with the amout of PLN 839 100,

After the rise in share capital of Suwary S.A. amounts to PLN 9 230 140 and is devided into:
2.097.760 shares of series A
2.097.760 shares of series B.
419 550 shares of series C