Amendments to the agenda at the request of a shareholder
Legal basis: Article 56 Clause 1 item 2 of the Offering Act – current and periodic information
The Board of Directors of Przedsiębiorstwo Przemysłu Spożywczego S.A. _ ‘the Company’ _, in connection with the receipt, on 20 April 2018, from a shareholder, who is a natural person holding more than one twentieth of the Company’s share capital, of the request to include in the agenda of the Annual General Meeting of Shareholders to be held on 11 May 2018 _current report No. 14/2018_, the following issues regarding:
_a_ adopting the resolution on the issue of series AZ convertible bonds and the conditional increase in the share capital, excluding the pre-emptive right, and the amendment to the Company’s Articles of Association;
_b_ the implementation by the Company of the Management Options Plan and the issue of series B share warrants; and
_c_ adopting the resolution on amending resolution No. 28 of 27 June 2003 regarding the determination of the rules of remunerating members of the Supervisory Board;
hereby notifies about the amendment to the agenda and presents the amended agenda and draft resolutions as appendices to this report.
The shareholder has justified his request in the following manner: “The necessity to adopt resolutions described in items a_ and b_ above results from the necessity to enable the Company to obtain financing for complex investment projects and to increase motivation of members of the top management to perform further intensive work for the company. In particular, pursuant to the Articles of Association, the issue of bonds convertible into shares and the increase in the Company’s share capital are within the powers of the General Meeting. The current market situation of the Company should enable the Board of Directors to respond in a more flexible manner and to finance emerging investment opportunities faster, in particular the opportunities related to purchases of fixed assets, technologies and their financing.”
The Board of Directors’ opinion justifying the exclusion of the pre-emptive right and the issue price will be published on the Company’s website.
Legal basis:
§ 38 Clause 1 item 4 of the Decree of the Minister of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent the information required by the law of a non-member state.
SIGNATURES OF THE COMPANY’S REPRESENTATIVES
Date Name and surname Position/Function Signature
2018-04-23 Wojciech Faszczewski President of the Board of Directors
2018-04-23 Tomasz Rogala Member of the Board of Directors