Current Report 20/2016

Only the Polish version of this document is legally binding.

This translation is provided for information only.

Every effort has been made to ensure the accuracy of this publication.

In relation to the adoption by the Company's Ordinary General Assembly (the "GA") on 17 May 2016 of the resolution on the amendment of the Statutes and the resolution on the adoption of the consolidated text of the Statutes, the Management Board of INPRO S.A. (the "Company") informs that on 16 June 2016 the Company received a ruling issued by the Gdańsk-North District Court in Gdańsk, 7th Business Division of the National Court Register, of a ruling on the registration of the amendment to the Statutes in conformity with the above-mentioned resolution of the GA, that is:
1.    the provision of § 10 of the Company's Statutes was amended in such manner that §10 par. 9 point g was amended and reads as follows:

make once a year and present to the Ordinary General Assembly a concise assessment of the Company's situation, taking into account the assessment of internal control, risk management systems, compliance and of the internal audit function (if separate) or the need to separate the audit function from the organisation point of view,

2.    the provision of § 10 of the Company's Statutes was amended in such manner that §10 par. 9 point h was amended and reads as follows:

make once a year and present to the Ordinary General Assembly the assessment of its work and a report of the activity of the Supervisory Board with regard to the scope following from the current Best Practice for WSE Listed Companies,

3.    the provision of § 10 of the Company's Statutes was amended in such manner that §10 par. 9 point i was amended and reads as follows:

make once a year and present to the Ordinary General Assembly the assessment of the Company’s compliance with the disclosure obligations concerning compliance with the corporate governance rules defined in the Exchange Rules and in the provisions of law on current and periodic information submitted by the issuers of securities, as well as information on the rationality of the pursuance of sponsoring, charity and similar policies or information that the Company does not pursue such policies,

4.    the provision of § 10 of the Company's Statutes was amended in such manner that point j was added to §10 par. 9 which point j reads as follows:

consider once a year and give an opinion on matters which are to be the objects of the resolutions of the General Assembly.

5.    the provision of § 10 of the Company's Statutes was amended in such manner that §10 par. 10 was amended and reads as follows:

The Supervisory Board shall give approval of the conclusion by the Company's Management Board of a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or with a related entity. The foregoing obligation does not apply to typical transactions and transactions at arm’s-length made as part of the Company’s operating activities between the Company and members of its group.

6.    the provision of § 10 of the Company's Statutes was amended in such manner that the dot after point "j" in paragraph 12 was replaced with a comma and the provision at point "k" was added, which reads as follows:

such a person is not an employee of the company, a subsidiary or associated entity and is not a person bound with those entities by agreements of a similar character.

The consolidated text of the Company's Statutes with the previous and new wording registered in the National Court Register constitute an appendix to this report. The Company also informs that the consolidated text of the Statutes was provided in the Company's current report No. 17/2016 of 18 May 2016 regarding the wording of the resolution of the Company's GA on the adoption of the consolidated text of the Statutes.
Detailed legal grounds: § 38 par. 1 item 2 point a of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information submitted by the issuers of securities and on the conditions for regarding information required by the law of a non-member state as equivalent (Dz. U. [Journal of Laws] of 2009, No. 33, item 259 of 28 February 2009, as amended).

• Download: INPRO current wording of the statutes.pdf
  PDF file, size 155 kB

• Download: INPRO new wording of the statutes.pdf
  PDF file, size 157 kB