Current Report 23/2021
13/12/2021 • 17:54
Subject:
Registration of an amendment to the Company’s Articles of Association
Legal basis:
Art. 56 sec. 1 item 2 of the Act on Public Offering – current and periodic information
Content:
The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 13 December 2021, through the Court Registers Portal system, it became aware of the registration on 10 December 2021 of amendments to the Company’s Articles of Association, namely amendments to the following provisions of the Articles of Association:
§ 14(3)(3) of the Company’s Articles of Association reading:
“3) approving the annual business plan of the Company and its capital group, their budget and amendments to the budget, as well as approving any activity not included in the annual budget of the Company and its capital group, and approving the strategic plans of the Company and its capital group;”
was replaced with the following new wording:
“3) approving the annual business plan of the Company and its capital group, their budget and amendments to the budget, as well as approving any activity not included in the annual budget of the Company and its capital group, and approving the strategic plans of the Company and its capital group – if such plans or budgets have been prepared and submitted by the Management Board for approval;”
§ 14(3)(10) of the Company’s Articles of Association reading:
“10) granting consent to the disposal, acquisition or subscription by the Company or a subsidiary of shares or stocks, or any other forms of participation in other commercial companies, for a price or value exceeding PLN 30.000.000,00 (thirty million zlotys), or, from the time an audited financial statement exists, 20% (twenty percent) of the value of the Company’s equity determined on the basis of the latest audited separate financial statements of the Company;”
was replaced with the following new wording:
“10) granting consent to the disposal, acquisition or subscription by the Company or a subsidiary that is not a public company of shares or stocks, or any other forms of participation in other commercial companies, for a price or value exceeding PLN 30.000.000,00 (thirty million zlotys), or, from the time an audited financial statement exists, 20% (twenty percent) of the value of the Company’s equity determined on the basis of the latest audited separate financial statements of the Company;”
§ 14(3)(11) of the Company’s Articles of Association reading:
“11) granting consent to the acquisition or disposal of assets of the Company or a subsidiary whose value exceeds PLN 30.000.000,00 (thirty million zlotys), or, from the time the latest audited financial statement exists, 20% (twenty percent) of the value of the Company’s equity determined on the basis of the latest audited separate financial statements of the Company;”
was replaced with the following new wording:
“11) granting consent to the acquisition or disposal of assets of the Company or a subsidiary that is not a public company whose value exceeds PLN 30.000.000,00 (thirty million zlotys), or, from the time the latest audited financial statement exists, 20% (twenty percent) of the value of the Company’s equity determined on the basis of the latest audited separate financial statements of the Company;”
§ 14(3)(12) of the Company’s Articles of Association reading:
“12) granting consent to the Company or a subsidiary of the Company making any gratuitous disposals or incurring any gratuitous obligations outside the scope of the business activity conducted by the Company or a subsidiary of the Company, in an amount exceeding PLN 300.000,00 (three hundred thousand zlotys) in one financial year;”
was replaced with the following new wording:
“12) granting consent to the Company or a subsidiary that is not a public company making any gratuitous disposals or incurring any gratuitous obligations outside the scope of the business activity conducted by the Company or a subsidiary that is not a public company, in an amount exceeding PLN 300.000,00 (three hundred thousand zlotys) in one financial year;”
§ 24(1) of the Company’s Articles of Association reading:
“1) The Management Board of the Company is obliged to prepare annual business plans of the Company and its subsidiaries, budgets of the Company and its subsidiaries, strategic plans of the Company and its subsidiaries and, where necessary, amendments to such documents, and to submit such documents and amendments thereto for approval by the Supervisory Board of the Company.”
was replaced with the following new wording:
“1) The Management Board of the Company is entitled to prepare annual business plans of the Company and subsidiaries that are not public companies, budgets of the Company and subsidiaries that are not public companies, strategic plans of the Company and subsidiaries that are not public companies and, where necessary, amendments to such documents, and to submit such documents or amendments thereto – if such documents are prepared – for approval by the Supervisory Board of the Company.”
The amendment to the Company’s Articles of Association was adopted pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Company dated 14 September 2021.
The Extraordinary General Meeting authorised the Supervisory Board of the Company to establish the consolidated text of the amended Articles of Association of the Company, taking into account the amendment introduced pursuant to Resolution No. 4 of the Extraordinary General Meeting dated 14 September 2021.
On 7 October 2021, the Supervisory Board of the Company adopted a resolution at its meeting on the adoption of the consolidated text of the Company’s Articles of Association. The consolidated text is attached to this Current Report No. 23/2021.