Reply to the question of the Shareholder
"The Managing Board of Apator SA hereby, below submits the reply to the question (demand) of the Company’s shareholder asked in the mode of Art. 428 § 6 of the Companies Code with reference to the payment of the dividend from profit in a non-cash form, i.e. in the form of shares of Apator S.A. belonging to a dependent company - Apator Mining sp. z o. o. Ltd. Co.
Managing Board’s reply:
Pursuant to the provisions of the Companies Code, the decision with reference to the payment and the form of dividend lies within exclusive competence of the General Assembly of Shareholders of Apator S.A.
The Managing Board indicates, at the same, that every year the agenda of the General Assembly of Shareholders includes a point within which the shareholders may state their opinion as to the division of the profit and the amount, as well as, the form of dividend. The shareholder present at the Assembly may submit their own draft of the resolution in this scope.
Simultaneously, the Managing Board would like to point out that, as to the principle, the legal provisions allow for the payment of the dividend in a non-cash form, i.e. in the form of own shares, as well as, the shares of other companies, however, in accordance with Art. 347 §3 of the Companies Code, a explicit entry in the Company’s Statues is needed that would stipulate that such division of profit is possible. As no such provision can be found in the Statues of Apator S.A. and bearing in mind that Apator Mining sp. z o. o. Ltd Co. purchased the shares of Apator S.A. legally, pursuant to the provisions of the former Commercial Code and these rights remain in full force, there are no legal and statutory grounds to pay the dividend in the form of shares of Apator S.A., of which Apator Mining sp. z o. o. Ltd Co. is the owner.
§38 subpara. 1 point 12 of the 19th February 2009 Regulations by the Minister of Finance on current and periodical information transferred by issuers of securities and conditions to recognize information required by the legislations of non-member state as equivalent (Journal of Laws of 2014, item 133)."
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