Legal basis Article 56 paragraph 1 item 2 of the Act on the offer – current and periodic information

The Board of Directors of Zakład Budowy Maszyn “ZREMB-CHOJNICE” S.A. (Joint Stock Company) (“Issuer”, “Company”), with reference to current report No. 56/2019 of December 12, 2019, announces that on February 24, 2020, a decision of February 12, 2020 issued by the Gdańsk-Północ District Court in Gdańsk, VIII Economic Department of the National Court Register regarding the registration of the increase in the Company’s share capital, was delivered to the Issuer’s registered office.
The Company’s share capital was increased from PLN 5.738.54,50 (in words: five million, seven hundred and thirty-eight thousand, five hundred and forty-four zlotys 50/100) to the amount of PLN 6.163.544 (in words: six million, one hundred and sixty-three thousand, five hundred and forty-four zlotys).

The increase in the share capital referred to above was implemented through the issue of 849.999 (in words: eight hundred forty-nine thousand, nine hundred and ninety-nine) series I ordinary bearer shares with a nominal value of PLN 0.50 each, issued on the basis of Resolution No. 7 of the Board of Directors December 6, 2019, in connection with Resolution No. 24 of the Ordinary General Meeting of June 4, 2019 regarding the authorization of the Board Board of Directors to increase the share capital within the authorized capital.

After registering the change referred to above, the share capital of the Company is PLN 6.163.544,00 (six million, one hundred and sixty-three thousand, five hundred and forty-four zlotys) and is divided into 12.327.088 (in words: twelve million, three hundred twenty seven thousand and eighty eight) ordinary bearer shares with a nominal value of PLN 0.5 (in words: fifty groszy) each.
The total number of votes resulting from all issued shares disclosed in the National Court Register is 12 327 088 (in words: twelve million, three hundred twenty seven thousand and eighty eight) votes at the General Meeting of the Company.

The capital structure after registration of the changes is as follows:
a) 400 000 (in words: four hundred thousand) series A shares;
b) 4 000 000 (in words: four million) series B shares;
c) 900 000 (in words: nine hundred thousand) series C shares;
d) 1 000 000 (in words: one million) series D shares;
e) 280 000 (in words: one million) series E shares;
f) 320 000 (in words: three hundred and twenty thousand) series F1 shares;
g) 497 600 (in words: four hundred and ninety-seven thousand, six hundred) series F2 shares;
h) 1 182 400 (in words: one million, one hundred eighty-two thousand, four hundred) series F3 shares;
i) 142 500 (in words: one hundred forty-two thousand, five hundred) series G shares.
j) 2 754 589 (in words: two million, seven hundred and fifty-four thousand, five hundred and eighty- nine) series H shares;
k) 849 999 (in words: eight hundred forty-nine thousand nine hundred and ninety-nine) series I shares

The amount of target capital remaining to be taken up under the authorization granted in Resolution No. 24 of the Ordinary General Meeting of June 4, 2019 is PLN 1.575.000,50.

At the same time, the Board of Directors of Zakład Budowy Maszyn “ZREMB-CHOJNICE” S.A. (Joint Stock Company) (Issuer) announces that in connection with the above registration of the share capital increase, the Registry Court also registered the change – §8 Paragraph 1 and Paragraph 2 of the Company’s Articles of Association

The so far wording of §8 Paragraph 1 and Paragraph 2 of the Company’s Articles of Association:

§ 8

  1. The Company’s share capital is PLN 5.738.544,50 (say: five million, seven hundred thirty-eight thousand five hundred forty-four zlotys and fifty groszy)
    and is divided into 11.477.089 (in words: eleven million, four hundred and seventy-seven thousand, eighty-nine) ordinary bearer shares with a nominal value of PLN 0,50 (in words: fifty groszy) each.
  2. The share capital is divided into:
    a) 400 000 (in words: four hundred thousand) series A shares;
    b) 4 000,000 (in words: four million) series B shares;
    c) 900 000 (in words: nine hundred thousand) series C shares;
    d) 1 000 000 (in words: one million) series D shares;
    e) 280 000 (in words: one million) series E shares;
    f) 320 000 (in words: three hundred and twenty thousand) series F1 shares;
    g) 497 600 (in words: four hundred and ninety-seven thousand, six hundred) series F2 shares;
    h) 1 182 400 (in words: one million, one hundred eighty-two thousand, four hundred) series F3 shares;
    i) 142 500 (in words: one hundred forty-two thousand, five hundred) series G shares.
    j) 2 754 589 (in words: two million, seven hundred and fifty-four thousand, five hundred and eighty-nine) series H shares;
  3. The share capital was fully paid up in cash, excluding series H shares
    acquired in exchange for in-kind contributions.
  4. The Company’s shares may be redeemed on the basis of a resolution of the General Meeting.
  5. The share capital increase may take place through the issue of new shares or increase in the nominal value of existing shares.
  6. The Company shares and new issues may only be the bearer shares.
    The option of exchanging these shares for registered shares is excluded.”

The current wording of §8 Paragraph 1 and Paragraph 2 of the Company’s Articles of Association:

§ 8

  1. The share capital of the Company is PLN 6,163,544.00 (six million, one hundred and sixty-three thousand, five hundred and forty-four zlotys) and is divided into 12,327,088 (in words: twelve million, three hundred twenty seven thousand and eighty eight) ordinary bearer shares with a nominal value of PLN 0.5 (in words: fifty groszy) each.
  2. The share capital is divided into:
    a) 400 000 (in words: four hundred thousand) series A shares;
    b) 4 000 000 (in words: four million) series B shares;
    c) 900 000 (in words: nine hundred thousand) series C shares;
    d) 1 000 000 (in words: one million) series D shares;
    e) 280 000 (in words: one million) series E shares;
    f) 320 000 (in words: three hundred and twenty thousand) series F1 shares;
    g)497 600 (in words: four hundred and ninety-seven thousand, six hundred) series F2
    shares;
    h) 1 182 400 (in words: one million, one hundred eighty-two thousand, four hundred) series
    F3 shares;
    i) 142 500 (in words: one hundred forty-two thousand, five hundred) series G shares.
    j) 2 754 589 (in words: two million, seven hundred and fifty-four thousand, five hundred and
    eighty-nine) series H shares;
    k) 849 999 (in words: eight hundred forty-nine thousand nine hundred and
    ninety-nine) series I shares
  3. The share capital was fully paid up in cash, excluding series H shares
    acquired in exchange for in-kind contributions.
  4. The Company’s shares may be redeemed on the basis of a resolution of the General Meeting.
  5. The share capital increase may take place through the issue of new shares
    or increase in the nominal value of existing shares.
  6. The Company shares and new issues may only be the bearer shares.
    The option of exchanging these shares for registered shares is excluded.

The Issuer hands over the consolidated text of the Company’s Articles of Association, including the registered changes referred to above – it is attached to this report.

Legal basis: § 5 item 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information to be provided by issuers of securities and the conditions of acknowledgement of the information required by the laws of a non-member state as equivalent (Journal of Laws of 2018, item 757).

SIGNATURES OF PERSONS ACTING ON BEHALF OF THE COMPANY
Date Name and Surname Position/Function Signature
2020-02-24 Krzysztof Kosiorek-Sobolewski Chairman of the Management Board
2020-02-24 Marcin Garus Deputy Chairman of the Management Board