31/05/2013

Current Report No.: 41/2013: Proposed amendment to the Articles of Association of KRUK S.A.

Legal basis: Art. 56.1.2 of the Public Offering Act – current and periodic information

 

Text of the report:

 

Acting pursuant to Par. 38.1.2 of the Regulation of the Minister of Finance of February 19th 2009 on current and periodic information to be published by issuers of securities […], the Management Board of KRUK S.A. (the “Company”) publishes a proposed amendment to the Company’s Articles of Association, to be introduced at its Annual General Meeting on June 27th 2013.

 

The proposed amendment consists in deleting from the Company’s Articles of Association of Art. 11.3, 11.4, 11.6 and 11.7, which - given the sale by Polish Enterprise Fund IV of its entire holding of KRUK shares - have become irrelevant.

 

The existing wording of Art. 11 of the Company’s Articles of Association:

“Article 11 Composition and appointment of the Supervisory Board

1. The Supervisory Board shall consist of 5 (five) or 7 (seven) members.

2. The Supervisory Board shall be appointed and removed by the General Meeting, subject to the provisions of Article 11.3–9 below. The number of the Supervisory Board members shall be each time defined by the General Meeting.

3. If Polish Enterprise Fund IV, L.P., registered office at 1209 Orange Street, Wilmington, County of New Castle, State of Delaware, USA, or its legal successor holds shares in the Company representing 40% or more of the total vote at the General Meeting, it shall have the right to appoint and remove:

(a) 3 (three) members of a five-member Supervisory Board, including the Chairman of the Supervisory Board;

(b) 4 (four) members of a seven-member Supervisory Board, including the Chairman of the Supervisory Board.

4. If Polish Enterprise Fund IV, L.P., registered office at 1209 Orange Street, Wilmington, County of New Castle, State of Delaware, USA, or its legal successor holds shares in the Company representing 20% or more, but less than 40% of the total vote at the General Meeting, it shall have the right to appoint and remove:

(a) 2 (two) members of a five-member Supervisory Board, including the Chairman of the Supervisory Board;

(b) 3 (three) members of a seven-member Supervisory Board, including the Chairman of the Supervisory Board.

5. If Mr Piotr Krupa holds shares in the Company representing 8% or more of the total vote at the General Meeting, he shall have the right to appoint and remove:

(a) 1 (one) member of a five-member Supervisory Board, including the Deputy Chairman of the Supervisory Board;

(b) 2 (two) members of a seven-member Supervisory Board, including the Deputy Chairman of the Supervisory Board.

6. The right to appoint and remove members of the Supervisory Board, conferred upon Polish Enterprise Fund IV, L.P., registered office at 1209 Orange Street, Wilmington, County of New Castle, State of Delaware, USA, or upon its legal successors under Article 11.3 and 11.4 above shall be exercised by delivery to the Company of a written statement on appointment or removal of a Supervisory Board member. Along with such a statement, Polish Enterprise Fund IV, L.P., registered office at 1209 Orange Street, Wilmington, County of New Castle, State of Delaware, USA, or its legal

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