The Management Board of TOYA S.A. (hereinafter referred to as the Issuer) informs that on 1 September 2022, the Issuer was served with the decision of the District Court for Wrocław – Fabryczna in Wrocław, 6th Commercial Division of the National Court Register of 19 August 2022 on the registration of amendments to the Issuer’s Articles of Association adopted by Resolution No. 20 of the Ordinary General Meeting of Shareholders of TOYA S.A. of 28 June 2022, the adoption of which was notified by the Issuer with Current Report No. 22/2022 of 28 June 2022. The amendments consist of:
1) deleting the last sentence in § 19 section 1:
“The minutes of the meeting shall be signed by all members of the Supervisory Board present at the meeting.”;
2) changing the wording of § 19 section 4 from:
“4. The meetings of the Supervisory Board shall be held in the registered office of the Company, either in Wrocław, or in Warsaw, or in Kryniczno, or in the Tricity. It is allowed to adopt resolutions outside the meetings of the Supervisory Board in writing or using means of direct remote communication. Voting in this manner shall be excluded when adopting resolutions on the election of the Chairman and Deputy Chairman of the Supervisory Board and the appointment, dismissal and suspension of members of the Management Board.”
to:
“4. Meetings of the Supervisory Board shall be held at the Company’s registered office, either in Wrocław or in Warsaw, or in Kryniczno or in the Tricity, or using means of direct remote communication (remote meeting). It is allowed to adopt resolutions outside the meetings of the Supervisory Board in writing or using means of direct remote communication.”
3) adding section 5 to § 19 with the following wording:
“5. The Supervisory Board meetings may also be attended using means of direct remote communication.”;
4) repealing the existing content of § 20:
“1. The Supervisory Board meetings are convened at least 3 times a year.
2. The Chairman or Deputy Chairman of the Supervisory Board shall be obliged to convene a Board meeting also at the written request of the Company’s Management Board or a Supervisory Board member. Such a meeting should be held within two weeks of the request. In the event that the Chairman or, in his absence, the Deputy Chairman of the Supervisory Board fails to convene the requested meeting of the Supervisory Board within the required time, the Management Board of the Company or a Supervisory Board member who has requested the convening of a meeting may convene such a meeting.”
and changing its wording as follows:
“1. The Supervisory Board meets at least once every quarter of the financial year.
2. The Chairman or Deputy Chairman of the Supervisory Board shall be obliged to convene a Board meeting also at the written request of the Company’s Management Board or a Supervisory Board member. The request for convening a meeting of the Supervisory Board should contain the proposed agenda. Such a meeting should be held within two weeks of the request. In the event that the Chairman or, in his absence, the Deputy Chairman of the Supervisory Board fails to convene the requested meeting of the Supervisory Board within the required time, the Management Board of the Company or a Supervisory Board member who has requested the convening of a meeting may convene such a meeting.
3. Meetings of the Supervisory Board shall be convened in writing, with invitations sent to the addresses provided by the members of the Supervisory Board or delivered to them personally with confirmation of receipt or made by telephone to the telephone numbers provided by the members of the Supervisory Board or by e-mail to the e-mail addresses indicated by the members of the Supervisory Board. The invitations should be delivered to the members of the Supervisory Board at least 7 days before the planned date of the Supervisory Board meeting.
4. The invitations referred to in section 4 shall include the date of the meeting, the start time of the meeting, the place of the meeting, excluding instances of remote meetings, a detailed agenda, and information on how to use the means of direct remote communication during the meeting. If possible, the invitations shall be accompanied by draft resolutions to be adopted at the convened meeting.”
In addition, the Issuer encloses the consolidated text of the Articles of Association, established by the Supervisory Board of the Issuer on 7 July 2022.
Legal basis: Article 56(1)(2) of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading and public companies (Journal of Laws of 2021, item 1983, as amended).
Grzegorz Pinkosz
President of the Management Board