Grupa Kety S A : Registration of the Company Articles amendment by the court

02.10.2020

The Management Board of Grupa Kęty S.A. (hereinafter referred to as the Company or the Issuer) informs that on 2 October 2020 it received a decision on registration on 21 September 2020 by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, of the Company Articles amendment passed by Resolutions of the Annual General Meeting Nos 29/20 and 30/20 on 20 August 2020.

The amendments to the articles consist in:

1) Amendment of § 7 of the Company Articles by adding Section 10 as follows:

'The share capital of the Company is conditionally increased for the amount of PLN 675,000 (say: six hundred and seventy five thousand zlotys) through the issue of 270,000 (say: two hundred seventy) I series ordinary bearer shares with the nominal value of PLN 2.50 (two zlotys and fifty groshes) each. The conditional increase of the share capital is made by way of allocating the rights to take up I series shares to the participants of the Management Options Plan holding N, O, and P series bonds with the pre-emptive right to take up I series shares, with the exclusion of the rights issue for the existing shareholders of the Company.'

2) Rephrasing of § 5 Section 8 as follows:

'Off-balance-sheet debt of the Capital Group' - the maximum value of off-balance sheet cash liabilities of the Capital Group companies resulting from the approved consolidated budget, payable based on security bonds, guarantees, bills of exchange, or other acts of the same nature made for the purpose of securing the performance of liability towards a third party, excluding off-balance-sheet liabilities towards the companies of the Capital Group, as well as off-balance-sheet liabilities of the Capital Group companies which result from joint and several liability or mutual security bonds under the same agreement, in the amount exceeding the value of the liabilities under the agreement.

3) Rephrasing of § 7 Sections 1 and 2 as follows:

1. The share capital of the Company amounts to PLN 23,986,242.50 (say: twenty three million nine hundred and eighty six thousand two hundred and forty two zlotys fifty groshes).

2. The share capital is divided into 9,594,497 (say: nine million five hundred and ninety four thousand four hundred and ninety seven) shares paid up in cash with the nominal value of PLN 2.50 (say: two zlotys fifty groshes) each.

4) Rephrasing of § 7 Section 4 Sub-section 7 as follows:

131,459 (say: one hundred and thirty one thousand four hundred and fifty nine zlotys) G series shares;

5) Adding of Sub-section 8 in § 7 Section 4 of as follows:

21,050 (say: twenty one thousand fifty) H series shares.

6) Rephrasing of § 14 Section 2 Sub-section 6 as follows:

appointment and dismissal of the Management Board Members and determining their remuneration in accordance with the Remuneration Policy binding at the Company.

7) Rephrasing of § 14 Section 2 Sub-section 12 as follows:

determination of the value of remuneration of the Supervisory Board Members delegated to temporary performance of duties of a Management Board Member, in accordance with the Remuneration Policy binding at the Company.

8) Adding of Sub-section 13 in § 14 Section 2 as follows:

presentation to the General Meeting of recommendations and requests regarding amendments to the Remuneration Policy binding at the Company, within the meaning of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, plus introduction of more detail into the Remuneration Policy binding at the Company, upon approval of the General Meeting.

9) Adding of Sub-section 14 in § 14 Section 2 as follows:

preparing an annual Remuneration Report, as provided by the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

10) Rephrasing of § 19 Section 1 Sub-section 15 as follows:

determination of the remuneration of the Supervisory Board Members in accordance with the Remuneration Policy binding at the Company.

11) Adding of Sub-section 16 in § 19 Section 1 as follows:

approval and amendment of the Remuneration Policy binding at the Company, within the meaning of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, plus authorisation of the Supervisory Board to introduce more detail into the Remuneration Policy binding at the Company.

12) Adding of Sub-section 17 in § 19 Section 1 as follows:

passing resolutions comprising opinions on the Remuneration Reports prepared by the Supervisory Board, within the meaning of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

Legal basis: § 5. 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and interim information disclosed by the issuers of securities and conditions of considering equivalent the information required by the laws of a country other than a member state.

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