The Management Board of TOYA S.A. (hereinafter: the Issuer) hereby informs that, on 26 April, 2018, the Issuer was provided with the decision of the District Court for Wrocław – Fabryczna, the 6th Commercial Division of the National Court Register (KRS) of 9 April, 2018 on registration of changes to the Issuer’s Articles of Association, of which the Issuer informed by way of current report no. 6/2018 of 27 February, 2018, consisting in the following changes:
1. The current wording of §7, section 1 of the Articles of Association:
“1. The share capital shall be PLN 7 833 084.10 (say: seven million eight hundred thirty-three thousand and eighty-four zlotys 10/100) and shall be divided into 78 330 841 (say: seventy-eight million three hundred thirty thousand eight hundred and forty-one) shares with the nominal value of PLN 0.10 (ten grosz) each, including:
a) 60,000,000 (say: sixty million) A series ordinary bearer shares from no. 1 to 60,000,000, each with the nominal value of 10 grosz, which were paid up in cash,
b) 5,573,800 (say: five million five hundred seventy-three thousand eight hundred) B series ordinary bearer shares from no. 1 to 5,573,800, each with the nominal value of 10 grosz, which were paid up in cash,
c) 9 263 000 (say: nine million two hundred and sixty-three thousand) C series ordinary bearer shares from no. 1 to 9 263 000, each with the nominal value of 10 grosz, which were paid up in cash,
d) 653 578 (say: six hundred fifty-three thousand five hundred and seventy-eight) D series ordinary bearer shares from no. 1 to 653 578, each with the nominal value of 10 grosz, which were paid up in cash,
e) 187 842 (say: one hundred eighty-seven thousand eight hundred and forty-two) E series ordinary bearer shares from no. 1 to 187 842, each with the nominal value of 10 grosz, which were paid up in cash,
f) 188 786 (say: one hundred eighty-eight thousand seven hundred and eighty-six) F series ordinary bearer shares from no. 1 to 188 786, each with the nominal value of 10 grosz, which were paid up in cash.
g) 133 835 (say: one hundred thirty-three thousand eight hundred and thirty-five) G series ordinary bearer shares from no. 1 to 133 835, each with the nominal value of 10 grosz, which were paid up in cash.
h) 2 330 000 (say: two million three hundred and thirty thousand) H series ordinary bearer shares from no. 1 to no. 2 330 000, each with the nominal value of 10 grosz, which were paid up in cash.”
shall receive the following wording:
§7, section 1 of the Articles of Association:
“1. The share capital shall be PLN 7,504,222.60 (say: seven million five hundred four thousand two hundred and twenty-two zlotys, 60/100) and shall be divided into 75,042,226 (say: seventy-five million forty-two thousand two hundred and twenty-six) A series ordinary bearer shares with the nominal value of PLN 0.10 (ten grosz) each share.”
2. The current wording of §17, section 2, letter “a” of the Articles of Association:
“a) appointing an expert auditor for auditing the Company’s financial statement,”
shall receive the following wording:
“appointing an expert auditor for auditing the Company’s financial statement, upon the presentation of a recommendation by the Audit Committee,”
3. The current wording of §17, section 4 of the Articles of Association:
“4. In the event of entrusting the Supervisory Board with the performance of the Audit Committee’s tasks, which is referred to in the Act on Expert Auditors and Their Self-Governing Bodies, Entities Authorised to Audit Financial Statements and on Public Supervision or in any other legal act replacing the aforementioned act, the following shall, in particular, fall within the scope of the Supervisory Board’s tasks in this respect:
a) monitoring the Company’s financial reporting process and carrying out financial reviews by, inter alia, monitoring the process of preparing financial statements as well as monitoring the reliability of the financial information as presented by the Company;
b) monitoring the effectiveness of the systems of internal control, internal audit, if the same was established, and risk management by, inter alia, overviewing, at least once a year, the internal control and risk management procedures to ensure compliance with the provisions and internal regulations as well as assessing the observance of the risk management principles and presenting recommendations in this respect;
c) monitoring the performance of the financial review by, inter alia, monitoring the auditor’s independence with respect to the audits performed by the auditor and discussing the course of the audit process with the same;
d) monitoring the independence of the expert auditor and the entity authorised to audit financial statements, including in the case of rendering services other than carrying out the financial review.”
shall receive the following wording:
“The Supervisory Board shall adopt the Rules of the Audit Committee and appoint the Audit Committee members for the period of its term of office from among its members while taking into account the requirement that at least one Audit Committee member shall possess the knowledge and skills in the area of accounting or auditing financial statements as well as that the majority of the members of the Audit Committee, including its Chairman, shall meet the independence criterion which is referred to in the applicable provisions of the law.”
4. At the same time, § 17, section 5 of the Articles of Association with the following wording shall be added:
“An Audit Committee member’s term of office shall expire in the event of:
e) expiry of their term of office as the Supervisory Board member elected to the Audit Committee before the lapse of the term of office of the entire Supervisory Board,
f) submitting resignation from the function served on the Audit Committee;
g) removal from the Committee by way of resolution of the Supervisory Board.”
In addition, the Issuer attaches the consolidated text of the Articles of Association which is referred to in current report no. 8/2018 of 7 March, 2018.
Legal basis:
art. 56, section 1, item 2 of the Act of 29 July, 2005 on Public Offering, on Conditions for the Introduction of Financial Instruments to the Organised Trading System and on Public Companies (consolidated text, Journal of Laws of 2018, item 512 as amended).
Radosław Czajkowski
pp. President of the Management Board