A significant agreement – conclusion of articles of association of a limited partnership (spółka komandytowa) following the transformation of IP Lead spółka z ograniczoną odpowiedzialnością S.K.A.

The Management Board of Orzeł Biały S.A. (“Orzeł Biały “) announces, with reference to the Current Report No 14/2013 dated 02.07.2013, that on 12.15.2014 limited partnership articles of association  have been concluded by Orzeł Biały and IP Lead sp. z o.o. for a limited partnership to trade under the name of IP Lead spółka z ograniczoną odpowiedzialnością sp.k. (“Limited Partnership”), the purpose of which is to set up a limited partnership.
The afore-mentioned partnership agreement has been concluded on the basis of Art. 556 Section 4 of the Commercial Companies Code (hereinafter the “CCC”), in connection with the adoption by the Extraordinary General Shareholders Meeting of IP Lead spółka z ograniczoną odpowiedzialnością sp.k. (“SPK”) as at 15.12.2014 of the Resolution No 1 on the transformation of SPK (i.e. the partnership in whose share capital Orzeł Biały owns 100% of the shares and which is a subsidiary of Orzeł Biały) into a limited partnership (spółka komandytowa).
The conclusion of the limited partnership agreement under the afore-mentioned transformation is designed solely to pursue a simple transformation of the legal form of SPK’s business purpose including in particular the limited partnerships core business being identical to the business purpose of SSP.

Pursuant to Art. 552 of the CCC, SPK (i.e. the partnership to be transformed) becomes the limited partnership (the transformed partnership) once having been entered into the Register. All existing shareholders of SPK will become upon the transformation the limited partnership’s shareholders: Orzeł Biały will act as a limited partner in the said partnership while IP Lead spółka z ograniczoną odpowiedzialnością will act as a general partner (the same as in SPK). Orzeł Biały as a limited partner in a limited partnership will be responsible for the liabilities of the said partnership to the amount of the limiter partner contribution being PLN 10,000.00 (ten thousand Polish Zlotys).

Subsequent to the conclusion of the Limited Partnership Articles there will be no change in the assets of SPK: after the transformation, the assets of  SPK will become those of the limited partnership (according to the data contained in the financial statements drafted for the purposes of the transformation as at 01.09.2014, the value of assets of SPK recognised as the carrying value of the net assets of SPK is PLN 53 576 375.40 (fifty three million five hundred seventy six thousand three hundred seventy five and 40/100 Polish Zlotys).

Based on the Limited Partnership Articles the shareholders shall participate in the profits as follows:
a) Orzeł Biały shall be entitled to 99.99% (ninety-nine and ninety-nine hundredths percent) of the profit,
b) IP Lead sp. z o.o shall be entitled to 0.01% (one hundredth of a percent) of the profit.

The Limited Partnership Articles’ conditions do not differ from those commonly used for such agreements. The Limited Partnership Articles’ provisions do not include contractual penalties. The Limited Partnership Articles have not been concluded subject to a covenant or time limitations.

Due to the fact that the criterion for recognising agreements as significant at Orzeł Biały is the value of 10% of the sales revenue of the Group for the last four quarters (fourth quarter of 2013 – third quarter of 2014), the concluded Articles, with the view to the above value of the assets of SPK (as transformed into the limited partnership), meet the criterion of it to be deemed significant.


Legal basis:
MFR SE § 5 Para. 1 Pt. 3


Scroll to Top