Information on Registration of Amendments to Issuer’s Articles of Association and Approval of Consolidated Text of Issuer’s Articles of Association
Legal basis: Article 56(1)(2) of the Act on Public Offering – current and periodic information
The Management Board of DEVELIA S.A. (“the Issuer”) inform that on 2 December 2020 they learned that the District Court for Wrocław-Fabryczna, the 6th Commercial Division of the National Court Register, has registered amendments to the Issuer’s Articles of Association resulting from Resolutions nos. 4 and 5, which were adopted by the Extraordinary General Meeting on 6 October 2020.
Also, the Management Board of the Issuer would like to announce the amendments to the Issuer’s Articles of Association made pursuant to Resolutions nos. 4 and 5 of the Extraordinary General Meeting which was held on 6 October 2020, as communicated by the Issuer in the Current Report no. 53/2020 of 6 October 2020:
A new paragraph 8 is added after Article 18(7) of the Company’s Articles of Association, which reads as follows:
“8. No decrease in the number of Supervisory Board members, resulting from the removal, resignation or death of a member shall affect the Supervisory Board’s capacity to adopt valid resolutions, provided that the number of Supervisory Board members is not lower than the minimum number prescribed by the provisions of the Commercial Partnerships and Companies Code.”
Article 19(7)
previously reading as follows:
“7. The adoption of resolutions in the manner set forth in paragraphs 5 and 6 shall not apply to the election of Chair and Deputy Chair of Supervisory Board and to the appointment, removal and suspension of a Management Board Member.”
The amended and approved Article reads as follows:
Article 19(7) of the Company’s Articles of Association has been deleted.
According to Article 430(1) of the Commercial Partnerships and Companies Code, the foregoing amendments entered into force on the date on which the amended Articles of Association were registered by the competent Registry Court.
The Issuer’s Management Board further inform that the Supervisory Board of the Issuer, acting under authorisation granted pursuant to Article 430(5) of the Commercial Partnerships and Companies Code by virtue of Resolutions Nos. 4 and 5 adopted by the Extraordinary General Meeting on 6 October 2020 – which were communicated by the Issuer in the Current Report No. 53/2020 of 6 October 2020, have carried a resolution on the approval of the consolidated text of the Issuer’s Articles of Association, incorporating changes resulting from the Resolutions Nos. 4 and 5 adopted by the Extraordinary General Meeting on 06 October 2020, as mentioned above.
The consolidated text of the Issuer’s Articles of Association, approved by the Supervisory Board, is attached to this Current Report.
Legal basis: Article 56(1)(2)(a) of the Act on Public Offering and Conditions for Introducing Financial Instruments into Organised Trading and on Public Companies (Dziennik Ustaw [Journal of Laws] of 2005, No. 184, item 1539 as amended) in connection with Section 5(1) and 6(1), (3) and (4) of the Regulation of the Minister of Finance of 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent (Dziennik Ustaw [Journal of Laws] of 2018, item 757).
