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Current reports

Amendment to the Statutes of Apator SA and uniform text of the Statutes

Nr 27/2013
Date and time: 2013/06/25, 00:00
Category: General Shareholders Meetings

The Executive Board of Apator SA announces that Ordinary General Shareholders Meeting on  24th June 2013 adopted the resolution of the following amendments to the Statutes of Apator SA:
Current wording of § 7 the Statutes of Apator SA:

Share capital of the Company is 3.310.702,80 PLN /three million three hundred ten thousands and seven hundred and two zloties and eighty gros/ and it is divided into 7.774.492 /seven million seven hundred seventy four thousands and four hundred ninety two/ registered shares of A series and 25.332.536 /twenty five million three hundred thirty two thousands and five hundred thirty six/ bearer shares of A, B and C series of nominal value of 0,10 PLN /ten gros/each.


shall be replaced by new wording:
Share capital of the Company is 3.310.702,80 PLN /three million three hundred ten thousands and seven hundred and two zloties and eighty gros/ and it is divided into 7.754.130 /seven million seven hundred fifty four thousands and one hundred thirty/ registered shares of A series and 25.352.898 /twenty five million three hundred fifty two thousands and eight hundred ninety eight/ bearer shares of A, B and C series of nominal value of 0,10 PLN /ten gros/each.
Current wording of § 15 Statutes of Apator SA:
Supervisory Board:
1. Supervisory Board consists of 5 (five) to 7 (seven) members elected by General Shareholders Meeting for the period of 5 (five) years. Members of Supervisory Board are elected for the common tenure. Reduction of number of the members of Supervisory Board during tenure to not less than 5 (five) members does not cause the necessity to complete the composition of Supervisory Board.
2. The members of Supervisory Board should be appropriately educated and have professional experience.
3. The members of Supervisory Board are not allowed to be involved in competition. The members of Supervisory Board are not allowed to be: Member of Executive Board, Proxy, Liquidator, Department or Plant Manager, Chief Accountant employed in the Company, Law Adviser or Barrister or persons directly reported to the Member of Executive Board. Moreover the members of Supervisory Board are not allowed to be members of Executive Board and Liquidator of the Company or dependent cooperative enterprise.
4. The resolutions of Supervisory Board are valid when all its members are invited and the following members are present:
- at five person composition of Supervisory Board - at least 3 (three) members,

- at over five person composition of Supervisory Board - at least 4 (four) members.

5. The members of Supervisory Board should do their duties personally. They should consider first of all the interest of the Company in their activities.
6. The resolutions of Supervisory Board are made by absolute majority of votes. In case of equal number of votes, the vote of the Chairman of Supervisory Board is decisive.
7. Supervisory Board Meeting is held once a quarter or more often when it is required on invitation of the Chairman of Supervisory Board.
8. Executive Board or the member of Supervisory Board is allowed to demand to call Supervisory Board Meeting giving suggested agenda of the meeting. In such a case the Chairman of Supervisory Board calls the meeting within two weeks from date of submission of the application. If the Chairman of Supervisory Board does not call the meeting on that date therefore the applicant is allowed to call himself the meeting giving the date and place and suggested agenda of the meeting.
9. Executive Board or the member of Supervisory Board is allowed to demand to call Supervisory Board Meeting with suggested agenda. In such a case the Chairman of Supervisory Board calls General Shareholders Meeting within two weeks of the date of submission of an application. If the Chairman of Supervisory Board does not call the meeting on that date therefore the applicant is allowed to call himself the meeting giving the date and place and suggested agenda of the meeting.
10. Supervisory Board decides about all the cases which based on the law and the Statue are not reserved to the exclusive competence of General Shareholders Meeting and they are not within the range of activity of Executive Board.
The competence of Supervisory Board covers:
- assessment of Executive Board reports on its and capital group activities
- assessment of unconsolidated and consolidated financial reports for the last financial year in respect of their compliance with booked values, documentation and facts,
- election of chartered auditor to carry out the audit of financial report,
- submission of the reports in writing on results of the assessment of the reports of Executive Board and financial reports to General Shareholders Meeting,
- preparation and submission of the report on activity of Supervisory Board covering the concise assessment of the situation of the company allowing for the assement of the internal system control and risk management system essential for the company,
- assessment of conclusions made by Executive Board regarding profit share or cover of loss,
- taking resolutions on establishment of enterprises and branch offices of the Company,
- taking resolutions on acquisition and liquidation of enterprises with total or partial capital of the company,
- taking resolutions on acquisition of real estate or share in it,
- taking resolutions on renting real estate with the value exceeding 20% (twenty) of share capital
- auditing all the documents of the Company, demanding reports and explanations on all the cases from Executive Board and employees of the Company,
- making inspections of real estate status of the Company,
- consideration of any applications and postulates subject to the decision of General Shareholders Meeting,
- taking resolutions on number of members of Executive Board of the Company, appointment and dismissal of Executive Board, appointment of the President of the Company, suspension all or particular members of Executive Board for serious reasons and also delegation the members of Supervisory Board to temporary jobs of the members of Executive Board and establishment of remuneration for the members of Executive Board taking into account motivate features of its members,
- taking resolutions on book of instructions for Executive Board

11. The members of Supervisory Board get the remuneration in amount established by General Shareholders Meeting. Apart to the remuneration the members of Supervisory Board get reimbursement of the costs born involved in the performance of their duties,
12. The protocol of Supervisory Board meeting should be made and it is signed by all present members at the meeting.
13. Supervisory Board elects Chairman and its Deputy from its members on its first meeting.
14. Supervisory Board acts in accordance with the regulations for Supervisory Board.
Shall be replaced by new wording:
Supervisory Board:
1. Supervisory Board consists of 5 (five) to 7 (seven) members appointed by General Shareholders Meeting for the period of 5 (five) years. Members of Supervisory Board are elected for the common tenure. Reduction of number of the members of Supervisory Board during tenure  not less than 5 (five) members does not cause the necessity to complete the composition of Supervisory Board.
2. The members of Supervisory Board should be appropriately educated and have professional experience.
3. The members of Supervisory Board are not allowed to be involved in competition.         The members of Supervisory Board are not allowed to be: Member of Executive Board, Proxy, Liquidator, Department or Plant Manager, Chief Accountant employed in the Company, Law Adviser or Barrister or persons directly reported to the Member of Executive Board. Moreover the members of Supervisory Board are not allowed to be members of Executive Board and Liquidator of the Company or dependent cooperative enterprise.

4. The members of Supervisory Board should do their duties personally. They should consider first of all the interest of the Company in their activities.
5.The adoption of the resolutions by the Supervisory Board in writing  or using the remote direct communication devices is permissible. The resolution is valid when all the Members of  the Supervisory Board were advised about the content of the resolutions of the Supervisory Board. The adoption of the resolution pursuant to the  procedure defined in hereby article does not concern the appointment of the Chairman and Deputy Chairman of the Supervisory Board and the appointment of the Member of the Executive Board and dismissal or suspension of the Member of the Executive Board.
6. The resolutions of Supervisory Board in writing or using the remote direct communication devices are adopted by absolute majority of votes when the meeting attend:
- at five person composition of Supervisory Board - at least  three members,

- at over five person composition of Supervisory Board - at least four members.
7. The Supervisory Board Meeting is held once a quarter or more often when it is required on invitation of the Chairman of Supervisory Board. The Executive Board or the Member of Supervisory Board is allowed to demand to convene Supervisory Board Meeting giving suggested agenda of the meeting. In such a case the Chairman of Supervisory Board convenes the meeting within two weeks from date of submission of the application. If the Chairman of Supervisory Board does not convene the meeting on that date therefore, the applicant is allowed to convene himself the meeting giving the date and place and suggested agenda of the meeting.
8. The Supervisory Board keeps permanent supervision over all areas of the activity of the Company. The Supervisory Board  is not allowed to give any binding orders to the Executive Board concerning the running of the business of the Company. The Supervisory Board fulfils its duties collectively, however it is allowed to delegate its members to fulfil independently their supervisory duties.
9. Supervisory Board decides about all the cases which based on the law and the Statues are not reserved to the exclusive competence of General Shareholders Meeting and they are not within the range of activity of Executive Board.
The competence of Supervisory Board covers:
- assessment of the Executive Board reports on its and capital group activities
- assessment of unconsolidated and consolidated financial reports for the last financial year in respect of their compliance with booked values, documentation and facts,
- election of chartered auditor to carry out the audit of financial report,
- submission of the reports in writing on results of the assessment of the reports of the Executive Board and financial reports to General Shareholders Meeting,

- preparation and submission of the report on activity of Supervisory Board covering the concise assessment of the situation of the company allowing for the assessment of the internal system control and risk management system essential for the company,
- assessment of conclusions made by the Executive Board regarding profit share or cover of loss,
- taking resolutions on establishment of enterprises and branch offices of the Company,
- taking resolutions on acquisition and liquidation of enterprises with total or partial capital of the company,
- taking resolutions on acquisition of real estate or share in it,
- taking resolutions on renting real estate with the value exceeding 20% (twenty) of share capital
- auditing all the documents of the Company, demanding reports and explanations on all the cases from Executive Board and employees of the Company,
- making inspections of real estate status of the Company,
- consideration of any applications and postulates subject to the decision of General Shareholders Meeting,
- taking resolutions on number of Members of Executive Board of the Company, appointment and dismissal of Executive Board, appointment of the President of the Company, suspension all or particular Members of Executive Board for serious reasons and also delegation the Members of Supervisory Board to temporary jobs of the Members of Executive Board and establishment of remuneration for the Members of Executive Board taking into account motivate features of its Members,
- taking resolutions on Regulations of the Executive Board

10. The Members of the Supervisory Board get the remuneration in amounts established by the General Shareholders Meeting. Apart to the remuneration, the Members of Supervisory Board get reimbursement of the costs born involved in the performance of their duties,
11. The minutes of the Supervisory Board Meeting should be made and signed by all the members attending the meeting.
12. The Supervisory Board appoints Chairman and its Deputy from its members on its first meeting.
13. Supervisory Board acts in accordance with the Regulations of the Supervisory Board.
Current wording of  § 16 article 1 of the Statutes of Apator SA;
The Executive Board consists from one to three members nominated for three years by the Supervisory Board for the common term of the office.
Shall be replaced by new wording:
The Executive Board consists from one to five Members nominated for three years by the Supervisory Board for the common term of the office. The Supervisory Board first appoints the President of the Executive Board and then on the motion of the President other members of the Executive Board. Amendments to § 7,§ 15 and § 16 article 1 come into life on the day of their registration by District Court in Toruń, VII Economy Department of the National Court Register.
The Executive Board submits the content of the uniform text of the Statutes of Apator SA. taking into account  the amended content of § 7, § 15 and § 16 article 1.
Legal base for the report: § 38 article 1 article 1 point 2 of the Regulation of Minister of Finance regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the country not being the member of the EU.

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