EXTRAORDINARY GENERAL MEETING OF THE COMPANY CONVENED ON DECEMBER 21, 2022
The Management Board of Krakowskie Zakłady Automatyki Spółka Akcyjna with its registered seat in Krakow, at Wielicka 30 ( 30-552 Krakow), enlisted in the register of companies][r kept by the District Court for Krakow – Śródmieście, XI Economic Division of the National Court Register under the KRS number: 0000031035, acting on the basis of art. 402 §1.of the Commercial Companies Code and Article 21.1 of the Company’s Articles of Association, convenes the Extraordinary General Meeting of the Company, which will be held on December 21, 2022 at 12:00 p.m. in the conference room of the Company’s headquarters in Krakow at 30 Wielicka Street.
The agenda of the Extraordinary General Meeting of the Company under the name: Krakowskie Zakłady Automatyki S.A. is as follows:
- Opening of the proceedings of the Extraordinary General Meeting of Shareholders.
- Election of the Chairman of the Assembly.
- Determination of the validity of the Assembly’s convening and its ability to adopt resolutions.
- Adoption of the Assembly’s agenda.
- Election of members of the Vote Counting Committee.
- Presentation by the Management Board of information on the reasons for and purpose of acquiring its own shares, the number and nominal value of these shares, their share in the share capital and the value of the compensation fulfilled in exchange for the acquired shares.
- Adoption of a resolution on the cancellation of the Company’s own shares.
- Adoption of a resolution to reduce the share capital and amend the Articles of Association.
- Adoption of a resolution on the adoption of the unified text of the Company’s Articles of Association.
- Free motions.
- Closing of the Extraordinary General Meeting of Shareholders.
In regard to the planned adoption of a resolution to reduce the share capital, the following is stated:
It is planned to adopt a resolution under which the Company’s share capital will be reduced from the amount of PLN 1,540,730.00 (one million five hundred and forty thousand seven hundred and thirty zlotys) by the amount of 52,750.00 PLN (fifty two thousand seven hundred and fifty zlotys) to the amount of 1,487,980.00 PLN (one million four hundred eighty-seven thousand nine hundred eighty zlotys) in order to return the funds to the shareholders , by way of amending the Articles of Association, through the redemption of 5,275 shares with a nominal value of PLN 10.00 each, with a total nominal value of PLN 52,750.00, acquired by the Company Krakowskie Zakłady Automatyki S.A. for redemption on the basis of the Agreements for the Sale of Ordinary Shares of Krakowskie Zakłady Automatyki S.A., concluded in execution of Resolution No. 5 of the Extraordinary General Meeting of the Company under the name: Krakowskie Zakłady Automatyki S.A., seated in Krakow, dated September 15, 2022, on: authorization of the Company’s Management Board to purchase own shares for redemption, and Management Board Resolution No. 21/X/22, dated November 14, 2022.
In regard to the planned adoption of a resolution to amend the Articles of Association, the following is stated:
– The current wording of the provision of Article 7.1 of the Articles of Association to be amended:
“7.1 The Company’s share capital amounts to PLN 1,540,730.00 (one million five hundred and forty thousand seven hundred and thirty zlotys) and is divided into 154,073 (one hundred and fifty-four thousand seventy-three) shares, including:
- 154,072 (one hundred and fifty-four thousand and seventy-two) series A shares
- 1 (one) series C share
each with a nominal value of PLN 10.00 (ten zlotys)“
– the proposed wording of the provision of Article 7.1 of the Articles of Association:
“7.1 The Company’s share capital amounts to PLN 1,487,980.00 (one million four hundred and eighty-seven thousand nine hundred and eighty zlotys) and is divided into 148,798 (one hundred and forty-eight thousand seven hundred and ninety-eight ) shares, including:
- 148,797 (one hundred and forty-eight thousand seven hundred and ninety-seven) series A shares
- 1 (one) series C share
each with a nominal value of PLN 10.00 (ten zlotys)”.
The Company’s Management Board informs that pursuant to Article 406 §1. of the Commercial Companies Code, the right to participate in the Company’s General Meeting of Shareholders is vested in those entitled by shares, as well as pledgees and users who have the right to vote, if they have been entered in the Register of Shareholders at least one week prior to the holding of the General Meeting.