Registration of the amendment to the Company’s Statutes

Date of publication: 03.08.2023

The Management Board of PROCHEM S.A. with its registered office in Warsaw (hereinafter referred to as the “Issuer”), informs that on August 3, 2023 was received a decision of the District Court for the Capital City of Warsaw in Warsaw, XIVth Commercial Division of the National Court Register, on making an entry in the National Court Register of the Issuer.

On August 1, 2022, the Court registered the amendments to the Company’s Statutes resulting from the content of the resolutions of the Ordinary General Meeting of June 14, 2023 in accordance with the content of the Issuer’s application.

The Issuer informs that pursuant to the Resolutions of the above Ordinary General Meeting of Shareholders of the Issuer, the Court registered:

– reduction of the Company’s share capital from PLN 2,355,000.00 to PLN 2,005,000.00, i.e. by PLN 350,000 by way of redemption of 350,000 shares of the Company with a nominal value of PLN 1.00 each, corresponding to 350,000 votes.
The share capital of the Company currently amounts to PLN 2,005,000.00 and is divided into 2,005,000 shares with a nominal value of PLN 1.00 each share, in total giving the right to 2,006,160 votes.
– determining the new term of office of the Issuer’s governing bodies.

The Issuer provides below the content of the amended provisions of the Company’s Statutes, in the wording adopted by the Ordinary General Meeting of Shareholders on June 14, 2023 (hereinafter referred to as the “OGM”):

Resolution No. 19 of the OGM
§ 7 of the Company’s Statutes
The company’s share capital amounts to PLN 2,935,000 (two million nine hundred thirty five thousand Zlotys) and is divided into 2,935,000 shares with the nominal value of PLN 1.00 (one Zloty) each, including:
a) 1,816,751 (one million eight hundred sixteen thousand seven hundred fifty one) founding shares issued as inscribed shares,
b) 188,249 (one hundred eighty eight thousand two hundred forty nine) series B shares issued as inscribed shares.
Resolution No. 20 of the OGM
§ 19 section 2 of the Company’s Statutes
The joint term of office of the Supervisory Board members shall last two years.
Resolution No. 21 of the OGM
§ 25 section 1 of the Company’s Statutes
The Management Board of the Company consists of one to three members. The President and other members of the Management Board shall be appointed by the Supervisory Board for a joint term of office of three years. If necessary, the Vice-President of the Management Board or Vice-Presidents of the Management Board shall be appointed.

Attached to this report, the Issuer also provides the current consolidated text of the Company’s Articles of Association (download file).