The Management Board of Grupa Kęty S.A. (hereinafter referred to as the Company or the Issuer) informs that it received a decision on registration on 17 July 2023 by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, of the Company Articles amendment passed by Resolutions of the Annual General Meeting Nos 21/23 and 22/23 on 21 June 2023.
The amendments to the Articles consist in:
1)adding Section 11 to § 7 of the Company Articles as follows:
‘The share capital of the Company is conditionally increased for the amount not higher than PLN 727,500 (say: seven hundred and twenty seven thousand five hundred zlotys) through the issue of not more than 291,000 (say: two hundred and ninety one thousand) J series ordinary bearer shares with the nominal value of PLN 2.50 (say: two zlotys and fifty groshes) each. The conditional increase of the share capital was made by way of allocating the rights to take up J series shares to the participants of the Management Options Plan holding A, B, and C series subscription Warrants entitling to the take-up of J series shares, with the exclusion of the rights issue for the existing shareholders of the Company.’
2)rephrasing Section 2 of § 14 as follows:
‘Apart from the matters assigned to the Supervisory Board by virtue of law or these Articles, the competencies of the Supervisory Board include:
1) evaluation of financial statements the Company and the Capital Group, and the reports of the Management Board on the operations of the Company and the Capital Group;
2) assessment of the Management Board motions concerning profit distribution or loss coverage;
3) drafting and submission to the General Meeting of a written annual report for the preceding year (Report of the Supervisory Board);
4) appointment and dismissal of the Management Board members and determination of their remuneration in accordance with the Remuneration Policy binding at the Company;
5) suspending individual or all Management Board members in their duties because of important reasons;
6) delegating members of the Supervisory Board to temporarily perform the duties of the Management Board members who are incapable of discharging their duties;
7) approval of the Management Board By-law;
8) approval of Consolidated Budgets, Company Budgets, and the Capital Group Strategy;
9) selection of an audit firm to carry out the audit of the Company financial statements;
10) selection of the Supervisory Board adviser;
11) determination of the value of remuneration of the Supervisory Board members delegated to temporary performance of duties of a Management Board member, in accordance with the Remuneration Policy binding at the Company;
12) presentation to the General Meeting of recommendations and requests regarding amendments to the Remuneration Policy binding at the Company, within the meaning of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, plus introduction of more detail into the Remuneration Policy binding at the Company, upon approval of the General Meeting;
13) preparing the annual Remuneration Report, as provided by the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
3)adding sub-clause 18) in § 19.1 as follows:
determination of the maximum total cost of remuneration of all Supervisory Board advisers, which may be covered by the Company within a reporting year.
4)rephrasing Section 4 of § 19 as follows:
The competences referred to in § 19.1 items 2) and 4) to 14) are exercised by the General Meeting at a request of the Management Board filed along with a written opinion of the Supervisory Board. A request of shareholders in such matters should be provided with an opinion of the Management and Supervisory Boards.
5)rephrasing Section 2 of § 23 as follows:
The Management Board prepares and submits to the Supervisory Board the information regarding, in particular, the standing of the Company and the Capital Group, in the scope and at the dates specified by the Supervisory Board.
The Issuer encloses the consolidated text of the Articles.
Legal basis: § 5.1 of the Regulation of the Minister of Finance of 29 March 2018 on current and interim information disclosed by the issuers of securities and conditions of considering equivalent the information required by the laws of a country other than a member state.
