ESPI Report 36/2020: Registration of amendments to the Articles of the Issuer in the National Court Register

The Management Board of Sescom S.A. (“the Company”, “the Issuer”) was informed today that on 1 December 2020 the amendments to the Articles of Sescom were registered in the Gdańsk – Północ District Court, Commerce Department VII. The amendments were made pursuant to the Resolution No. 4 of the General Shareholders Meeting of Sescom from 23 September 2020.

The scope of the amendments that were made in the Articles of Sescom:

1. A change made at section 7, paragraph 4

The previous wording:

“4.          The Management Board is entitled by 29 March 2021 to make a capital increase of the maximum amount of one million-zloty (1.000.000), after obtaining the consent of the Supervisory Board, issuing an amount up to one million-zloty (1.000.000) bearer shares with a nominal value of one zloty for each share.”

The current wording:

“4.          The Management Board is entitled by 31 August 2023 to make a capital increase of the amount of one five hundred thousand zloty (500.000) by one or more increases in the share capital, after obtaining the consent of the Supervisory Board, issuing an amount up to one million (500.000) bearer shares with a nominal value of one zloty for each share. The Management Board is entitled to issue the shares within the target capital for cash contributions only.”

2. New paragraph 4a was added in section 7:

„4a                 Unless the provisions of the Code of Commercial Companies or the Articles of Association provide otherwise, the Management Board is entitled to decide on all matters relating to increase of share capital and issue of shares. In particular, the Management Board is entitled to:

  1. determine detailed pronciples, terms and conditions of the issuing process and the way of subscription;
  2. issue the shares in paper form or take all steps in order to dematerialise the shares, including entering into registration agreement with the National Depository for Securities;
  3. apply for the admission and introduction the shares to public market operated by Warsaw Stock Exchange.”

3. A change made at section 7, paragraph 8

The previous wording:

„8.                  After obtaining consent of the Supervisory Board, the Management Board may limit or exclude the share subscription in respect of capital increase within the limits of the target capital specified in subparagraph 4.”

The current wording:

„8.          After obtaining consent of the Supervisory Board, the Management Board may exclude the preemptive rights of the existing shareholders in full or in part, with regard to shares issued as target capital.”

The full content of the consolidated text of the Articles of Sescom was attached to this report.

Sescom Articles of Association

Legal Basis: Article 56.1.2. of the Public Offering Act – current and periodic information

Signatures of the Company’s representatives:

Sławomir Halbryt – President of the Management Board