The Management Board of TOYA S.A> hereby informs that on 6 August 2014 has received the information about registration on 29 July 2014 by District Court for Wroclaw – Fabryczna, 6th Business Department of the National Court Register amendments to the Articles of Association referred to in the current report no 22/2014 dated 26 June 2014, including amendments:
1.) current wording of §7 section 5:
„5. The Management Board is authorized to increase the share capital by issuing new shares with a total nominal value of not more than 162,050 (one hundred sixty-two thousand and fifty), by way of three times the increase of the share capital within the limits specified above (the authorized capital), in order to implement the resolution of the General Meeting concerning the remuneration of the members of the Supervisory Board. The issue price will be equal to the nominal value. Authorization of the Board to increase the share capital and to issue shares within the authorized capital shall expire after three (3) years from the date of registration of this amendment to the Articles of Association.”
to the following new wording:
„5. The Management Board is authorized to increase the share capital by issuing new shares with a total nominal value of not more than 233,000 (two hundred thirty-three thousand), by way of the increase of the share capital within the limits specified above (the authorized capital), in order to pursue of the Company’s investments regarding obtaining 100% control over a subsidiary YATO TOOLS. The issue price will be PLN 4.25 (four polish zloty and twenty-five cents) per share. Authorization of the Board to increase the share capital and to issue shares within the authorized capital also authorizes the issuance of shares in exchange for the contribution in-kind. The authorization referred to in the preceding sentence shall expire the end of 3 (three) years from the date of registration of this amendment to the Articles of Association.”
2.) current wording of §17 section 2 letter f):
„f) acquisition, disposal and encumbrance of property and setting them limited property rights, if the value of such activities exceeds 1 000 000 PLN,”
to the following new wording:
„f) acquisition, disposal and encumbrance of property and setting them limited property rights, if the value of such activities exceeds 1 000 000 PLN, with
the exception of the encumbrance of property and establish them limited property rights in order to secure loans and borrowings related to the core business of the Company”
The consolidated text of the Statute after amendments is attached in the Annex
Legal basis:
Article 56 section 1 point 2 of the Act on Public Offer – current and periodic information
Grzegorz Pinkosz
President of the Management Board