For the Shareholders

Company information

Zakłady Metalowe “Postęp” S.A.

ul. Leona Wyczółkowskiego 16, 44-109 Gliwice

Tax identification No. NIP 6482044920

State statistical No. REGON 273429770

Entered into the Register of Entrepreneurs of the National Court Register under the KRS No.0000036252 by the registry court.

SHARE CAPITAL

The amount of the share capital is PLN 1,700,000

Dematerialisation of shares

As a consequence of entering into force of the Act on amending the Commercial Companies Code and certain other laws of 30 August 2019, significant changes has been introduced in operation of public limited liability companies and limited joint-stock partnerships within the following scope:

From 01 March 2021 dematerialisation of shares will take place, i.e. all the shares certificated issued by the public limited liability companies shall expire and the shareholder shall be only the persons disclosed in the shareholders’ register which shall supersede the book of shares.

In order to perform the statutory obligations related to the dematerialisation of shares in the Company, the following timetable of actions shall apply:

Until 30 September 2020:

  1. The Annual General Meeting shall appoint an entity to hold the shareholders’ register. Pursuant to article 3281 (2) of the Commercial Companies Code, an entity authorised to hold the shareholders’ register shall be an entity which, pursuant to the act on trading in financial instruments of 29 July 2005, is authorised to maintain securities accounts, i.e. a brokerage house, a bank conducting brokerage activities, a custodian bank;
  2. The Company’s Management Board shall conclude an agreement on the shareholders’ register holding with an entity appointed by the resolution of the Annual General Meeting.
  3. The Company shall proceed with the first call to the shareholders for submission of the shares certificate in the Company – in a manner relevant for convening the annual general meeting of the Company’s shareholders. Information on the call shall be also uploaded to the Company’s website.

In the period from 30 September 2020 till 28 February 2021:

  1. The next four calls to the shareholders for submission of the shares certificate shall be proceeded with. The calls shall be made in intervals not linger than a month and not shorter than two weeks, in the same manner the first call be made.
  2. The Company shall proceed with completion of the shares certificates. Submission of the shares certificates in the Company shall take place against a receipt acknowledgement issued for a shareholder. 

On 1 March 20201 the shares certificated shall expire. Exercising voting rights and dividends shall be only vested in shareholders entered to the shareholders’ register.

On 01 March 2026 shareholders’ rights shall expire of those shareholders whose shares certificates would have not been dematerialised – paper shares certificated shall lose their evidentiary effect in terms of proving that a shareholder is vested in share rights in the Company.

Annual General Meetings

The Management Board of Zakłady Metalowe “Postęp” Spółka Akcyjna with its registered office in Gliwice, entered to the Register of Entrepreneurs of the National Court Register under the KRS. No. 0000036252 (“the Company”), acting pursuant to article 399 (1) of the Commercial Companies Code, hereby convenes the Annual General Meeting of the Company’s Shareholders to be held on 28 September 2020 at 10:00 in the Qubus Hotel in Gliwice at ul. Dworcowa 27 (44-100 Gliwice) (“the AGM”), with the following agenda:

  1. Opening of the meeting.
  2. Establishing whether the AGM is duly convened and able to pass resolutions.
  3. Adoption of the agenda.
  4. Adoption of a resolution on approval of the Management Board report on the Company’s activities for the period of 01.01.2019 – 31.12.2019.
  5. Adoption of a resolution on approval of the Supervisory Board’s report on its activity in 2019.
  6. Adoption of a resolution on approval of financial statements for the period of 01.01.2019 – 31.12.2019.
  7. Adoption of a resolution on covering the loss for the period of 01.01.2019 – 31.12.2019.
  8. Adoption of resolutions on granting discharge to the members of the Management Board for the period from 01.01.2019 to 31.12.2019.
  9. Adoption of resolutions on granting discharge to the members of the Supervisory Board for the period from 01.01.2019 to 31.12.2019.
  10. Adoption of a resolution on appointment of an entity for holding a shareholders’ register of Zakłady Metalowe “Postęp” S.A. with its registered office in Gliwice.
  11. Adoption of a resolution on remuneration payment to the Supervisory Board Members of Zakłady Metalowe “Postęp” S.A.
  12. Closure of the AGM.

Pursuant to article 401 (1) and (2) of the Polish Commercial Companies Code, the Management Board of Zakłady Metalowe “Postęp” S.A.  (KRS 0000036252) announces a change to the agenda of the Annual General Meeting convened to be held on 28 September 2020 in the Qubus Hotel in Gliwice at Dworcowa 27, introduced in connection with the shareholders’ requests.  The change consists in adding to the agenda points 11a and 11b of the following wording:

11a. Adoption of a resolution on application in Zakłady Metalowe “Postęp”

S.A. of the International Accounting Standards, the International Financial Reporting Standards and interpretations related thereto published by regulations of the European Commission;

11b. Adoption on resolutions on appointment of the Supervisory Board member by voting in separate groups.