The Management Board of Orzeł Biały S.A. announces that the Annual Shareholders Meeting of the Company on 30.06.2014, pursuant to Resolutions No. 26 and 27 introduced changes to the Articles of Association of the Company. Approved changes concerned Article 6 and Article 15 para. 1 of the Articles of Association:
The existing wording of Article 6:
„Article 6
1. The share capital of the Company amounts to PLN 7,145,150.47 (seven million one hundred forty five thousand and one hundred fifty Polish Zlotys and forty seven Groszy) ordinary bearer shares with a nominal (par) value of PLN 0.43 (zero Polish Zlotys and forty three Groszy) each, consisting of:
a) 14,759,929 (fourteen million seven hundred fifty nine thousand nine hundred twenty nine) Series A Shares,
b) 1,800,000 (one million eight hundred thousand) Series B Shares,
c) 56,700 (fifty six thousand seven hundred) Series E Shares,
2. The Series A Shares have been paid in full prior to the registration of the Company. The Series B Shares have been paid in full before the registration of the share capital increase through the issue of the B Series Shares.
3. The conditional share capital of the Company amounts to no more than PLN 263,430.90 (two hundred sixty-three thousand four hundred thirty Polish Zlotys and ninety Groszy) and is divided into no more than 499,230 (four hundred ninety-nine thousand two hundred thirty) Series C ordinary bearer shares at par value of PLN 0.43 (zero Polish Zlotys and forty three Groszy) each, and no more than 113,400 (one hundred thirteen thousand four hundred) Series F ordinary bearer shares at par value of PLN0.43 (zero Polish Zlotys and forty-three Groszy) each.
4. The right to acquire Series C Shares may be exercised up to 31 December 2011, and the right to subscribe for Series F Shares F may be exercised up to 31 December 2014.”
The new wording of Article 6:
„Article 6
1. The share capital of the Company amounts to PLN 7,159,779.07 (seven million one hundred fifty nine thousand and seven hundred seventy nine Polish Zlotys and seven Groszy) and is divided into 16,650,649 ordinary bearer shares with a nominal (par) value of PLN 0.43 (zero Polish Zlotys and forty three Groszy) each, consisting of:
a) 14,759,929 (fourteen million seven hundred fifty nine thousand nine hundred twenty nine) Series A Shares,
b) 1,800,000 (one million eight hundred thousand) Series B Shares,
c) 56,700 (fifty six thousand seven hundred) Series E Shares,
d) 34,020 (thirty four thousand and twenty) Series F Shares.
2. The Series A Shares have been paid in full prior to the registration of the Company. The Series B Shares have been paid in full before the registration of the share capital increase through the issue of the B Series Shares, The E Series Shares have been paid in full before the registration of the share capital increase through the issue of shares of series E.
3. The conditional share capital of the Company amounts to no more than PLN 248,802.30 (two hundred forty-eight thousand eight hundred and two Polish Zlotys and thirty Groszy) and is divided into no more than 499,230 (four hundred ninety-nine thousand two hundred thirty) Series C ordinary bearer shares at par value of PLN 0.43 (zero Polish Zlotys and forty three Groszy) each, and no more than 79,380 (seventy-nine thousand three hundred and eighty) Series F ordinary bearer shares at par value of PLN0.43 (zero Polish Zlotys and forty-three Groszy) each.
4. The right to acquire Series C Shares may be exercised up to 31 December 2011, and the right to subscribe for Series F Shares F may be exercised up to 31 December 2014.”
The existing wording of Article 15 para. 1:
“Article 15
1. The Supervisory Board elects from its members a Chairman and one or two Deputy Chairmen and a Secretary.”
The new wording of Article 15 para. 1:
“Article 15
2. The Supervisory Board elects from its members a Chairman and one or two Deputy Chairmen.”
Moreover pursuant to Art. 430 § 5 of the Commercial Companies Code, the Annual Shareholders Meeting authorized the Supervisory Board to establish a unified text of the Articles of Association.
Resolutions shall come into force on the date of adoption with taking effect from the date of registration of the amendments in the National Court Register.
Legal basis:
RMF GPW § 38 section 1 item 2