The following was published in the MSiG of 3.06.2024, No. 106/2024 (7008), under item 27141
The Management Board of ZPC "SKAWA" SA with its registered office in Wadowice, registered in the District Court for Kraków - Śródmieście in Kraków, XII Economic Department, under the KRS number 0000148701, convenes the Ordinary General Meeting of ZPC "SKAWA" SA to be held on June 27, 2024 at 10:00 a.m., in Wadowice at 1 Dr. J. Putka St., the building of the former ZPC SKAWA SA office building - conference room, 2nd floor.
Agenda:
In connection with the inclusion on the agenda of the General Meeting of Shareholders of a resolution to amend the Company's Articles of Incorporation, in accordance with Article 402 § 2 of the Code of Commercial Companies, the provisions in force to date, as well as the content of the proposed amendments, are included below.
The content of the proposed amendments to the Statute:
Existing wording of § 8:
The Company's share capital amounts to PLN 34,100,000 (thirty-four million one hundred thousand zlotys) and is divided into 341,000 (three hundred and forty-one thousand) shares of equal nominal value of PLN 100 (one hundred) each.
Proposed amendments to § 8:
The Company's share capital is not less than PLN 35,100,000 (thirty-five million one hundred thousand zlotys) and not more than PLN 37,100,000 (thirty-seven million one hundred thousand zlotys) and is divided into not less than 351,000 (three hundred and fifty-one thousand) and not more than 371,000 (three hundred and seventy-one thousand) shares of equal nominal value of PLN 100 (one hundred) each.
Existing wording of § 9:
Shares of series B, C and D, which were covered with cash in a total amount of 216,000 /two hundred and sixteen thousand / are registered shares, shares of series A in an amount of 125,000 /one hundred and twenty-five thousand / which were covered with non-cash contributions, are registered shares.
Proposed amendments to § 9:
Series B, C and D shares which have been covered with cash in the total amount of 216,000 (two hundred and sixteen thousand) are registered shares, series A shares in the amount of 125,000 (one hundred and twenty-five thousand) which have been covered with non-cash contributions are registered shares. Series E shares which have been covered with cash in the total amount of not less than 10,000 (ten thousand) and not more than 30,000 (thirty thousand) are registered shares.
Existing wording of § 13 section 2
A shareholder intending to sell shares shall submit a written application to the Company, indicating the person to whom the sale is to be made, and specifying the number of shares and the sale price for each share and the date of payment.
Proposed amendments to § 13(2)
A shareholder intending to dispose of shares shall submit a written application to the Company, indicating the person to whom the disposal is to be made and specifying the number of shares and the date of payment.
Existing wording of § 13 Section 3
In the event that the Supervisory Board refuses to consent to the disposal of shares, the Company shall, within no more than 2 (in words: two) months from the receipt of the request, designate in writing to the shareholder who submitted the request a person who will acquire the shares to which the request relates. Acquisition of the shares by the person designated by the Company shall be made on the terms and conditions, including the price of the shares and the date of payment thereof, specified in the application for the Company's approval of the disposal.
Proposed amendments to § 13 Section 3
In the event that the Supervisory Board refuses to approve the disposal of shares, the Company shall, within no more than 2 (in words: two) months from receipt of the request, designate in writing to the shareholder who submitted the request a person who will acquire the shares to which the request relates. Acquisition of shares by the person designated by the Company shall be made at a price corresponding to the value of the net assets per share, as shown in the financial statements for the last fiscal year, less the amount to be distributed to the shareholders, and within the period specified in the request for the Company's approval of the disposal. If the Supervisory Board refuses to approve the disposal of shares, the Company may designate itself as the buyer.
A new §81 is added
(1) The Board of Directors is authorized to increase the Company's share capital through the issuance of new ordinary registered shares in a number not exceeding 30,000 (thirty thousand) with a total nominal value not exceeding PLN 3,000,000 (three million) (authorized capital).
(2) Within the limits of the authorized capital, under this authorization, the Management Board shall be authorized to make one or more consecutive increases in the Company's share capital. The Management Board's authorization to increase the share capital within the authorized capital shall expire three years after the Company's competent registry court registers an amendment to the Company's Articles of Association made pursuant to a Resolution of the Company's Ordinary General Meeting introducing the authorization of the Company's Management Board to increase the capital within the authorized capital.
(3) Within the framework of authorized capital, the Board of Directors may issue Shares only for cash contributions.
(4) A resolution of the Management Board to determine the issue price of shares within the authorized capital shall require the approval of the Supervisory Board.
5. The Board of Directors shall be authorized to decide on all matters related to the increase of share capital within the authorized capital, which is not regulated in the Articles of Association, in particular, the Board of Directors shall be authorized to:
(a) determine the number of shares to be issued under each increase of share capital within the limits of authorized capital;
(b) determine the date(s) from which the shares will participate in dividends;
(c) determine the specific terms, dates and conditions for the issuance of Shares;
(d) take all actions to dematerialize the shares;
(e) determine the specific terms and conditions for the subscription and allotment of shares, including determining the opening and closing dates for the subscription of shares and establishing the rules for the subscription and allotment of shares.
In connection with the inclusion on the agenda of the General Meeting of Shareholders of a resolution to increase the share capital, in accordance with Article 432 § 3 of the Commercial Companies Code, 1.07.2024 is indicated as the proposed date for the subscription rights to the new shares.
The Company's Board of Directors informs that those entitled by shares who have the right to vote have the right to participate in the General Meeting if they have been entered in the Shareholders' Register at least one week prior to the General Meeting. The list of shareholders entitled to participate in the General Meeting will be displayed at the Company's headquarters in Wadowice, 66 Młyńska Street, Office Building in Plant No. 4, Room 2/12a, for three weekdays before the holding of the General Meeting,
between 9:00 a.m. and 1:00 p.m. Materials covered by the agenda will be made available to shareholders upon request, on the terms and within the time limits specified in the Commercial Companies Code. A shareholder may participate in the General Meeting and exercise voting rights in person or by proxy. The power of attorney must be in writing under pain of invalidity.
Representatives of legal entities should present current excerpts from the registers, listing the persons authorized to represent these entities. A person not listed in the extract should present a written power of attorney.
Persons entitled to participate in the General Meeting will be able to register and receive voting cards on the day of the General Meeting, directly in the Meeting Room, from 9:20 to 9:55 am.