Appointment of the Issuer’s Management Board to a new, joint term of office

Current report no. 108/2015

The Management Board of Polimex-Mostostal S.A. having its registered office in Warsaw (hereinafter referred to as the ‘Company’) hereby informs that on 14 October 2015 the Supervisory Board of the Company adopted the following resolutions: (i) resolution no. 129/XI on the dismissal of the entire Management Board comprising the following persons: Ms Joanna Makowiecka – Gaca, Mr Krzysztof Cetnar, and Mr Jacek Czerwonka; (ii) resolution no. 130/XI, resolution no. 131/XI, and resolution no. 132/XI on the appointment as of 14 October 2015 of the following persons to the Management Board: Ms Joanna Makowiecka - Gaca to the position of the President of the Management Board, Mr Krzysztof Cetnar to the position of a Vice-President of the Management Board, and Mr Jacek Czerwonka to the position of a Vice-President of the Management Board.

Information on the education, qualifications, prior positions and professional background as well as information on the activities carried out outside the Company, and information on not being recorded in the register of insolvent debtors can be found in the following: (i) with respect to Ms Joanna Makowiecka – Gaca – current report no. 53/2013 dated 24 April 2013 on the appointment of Ms Joanna Makowiecka - Gaca to the position of a Vice-President of the Management Board, (ii) with respect to Mr Krzysztof Cetnar – current report no. 68/2014 dated 5 June 2014 on the appointment of Mr Krzysztof Cetnar to the position of a Vice-President of the Management Board, and (iii) with respect to Mr Jacek Czerwonka – current report no. 30/2015 dated 13 February 2015 on the appointment of Mr Jacek Czerwonka to the position of a Vice-President of the Management Board.

Information contained in the aforementioned reports remains valid.

Adoption of a resolution on the dismissal of the Members of the Management Board of the Company results from the amendments to § 40 of the Articles of Association of the Company made on 27 February 2015, i.e. from the incorporation of a provision stipulating a joint, three-year term of office of the Management Board of the Company. § 40 of the currently applicable Articles of Association stipulates that the term of the office of the Management Board shall be joint, contrary to the previously applicable provisions of the Articles of Association which stipulated that the terms of office of the Management Board would be individual. Adoption of the resolutions on the appointment of the aforementioned members of the Management Board, resulting from adoption of the resolution on the dismissal of the members of the Management Board of the Company, is aimed at standardising the term of office of all the members of the Management Board of the Company so that the manner of discharge of their duties can be evaluated with respect to the same period of time.

 

 

Given the applicable provisions of the Code of Commercial Companies with respect to expiry of the term of office and the mandate of the members of the Management Board, adoption of a resolution on the dismissal of the members of the Management Board and appointment thereof to a new, joint term of office is a means of appointing the members of the Management Board to a new, joint term of office prior to expiry of their individual terms of office.