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Amendments to the Statute made by the Ordinary General Meeting of Shareholders of Energomontaż-Południe S.A. on 14 June 2010

Current Report No.: 35/2010
Date: 06.15.2010

Amendments to the Statute made by the Ordinary General Meeting of Shareholders of Energomontaż-Południe S.A. on 14 June 2010

The Management Board of Energomontaż-Południe S.A. (the Issuer) presents amendments to the Statute made by the Ordinary General Meeting of Shareholders of Energomontaż-Południe S.A. on 14 June 2010.

The previous wording of Article 7 par. 1 and 2 of the Statute:

1. The Company's share capital amounts to PLN 48,390,000.00 (forty-eight million three hundred ninety thousand zlotys) and is divided into 48,390,000 (forty-eight million three hundred ninety thousand) ordinary bearer shares with a nominal value of PLN 1 (one zloty) each, of which 7,430,000 (seven million four hundred thirty thousand) are Series A shares, 3,570,000 (three million five hundred seventy) are Series B shares, 33,000,000 (thirty-three million) are Series C shares, and 4,390,000 (four million three hundred ninety thousand) are Series D ordinary bearer shares.
2. The Company's conditional share capital amounts to no more than PLN 22,582,001 (twenty-two million five hundred eighty-two thousand and one zlotys) and is divided into no more than 22,582,001 (twenty-two million five hundred eighty-two thousand and one) Series E ordinary bearer shares with a nominal value of PLN 1 (one) each; the purpose of the conditional share capital increase is to award the right to take up Series E shares to the holders of Series A subscription warrants issued by the Company pursuant to Resolution No. 2 of the Extraordinary General Meeting of Shareholders of 22 September 2009.

The new wording of Article 7 par. 1 of the Statute of Energomontaż - Południe SA:

"Article 7 par. 1:
The Company's share capital amounts to PLN 70,972,001.00 (seventy million nine hundred seventy-two thousand and one zlotys) and is divided into 70,972,001 (seventy million nine hundred seventy-two thousand and one) ordinary bearer shares with a nominal value of PLN 1 (one zloty) each, of which 7,430,000 (seven million four hundred thirty thousand) are Series A shares, 3,570,000 (three million five hundred seventy) are Series B shares, 33,000,000 (thirty-three million) are Series C shares, 4,390,000 (four million three hundred ninety thousand) are Series D shares, and 22,582,001 (twenty-two million five hundred eighty-two thousand and one) are Series E ordinary bearer shares."

The previous wording of Article 7 par. 2 has been deleted.

The previous wording of Article 10 par. 2:

The scope of the Management Board's authority includes all matters related to the management of the Company not reserved by law or by this Statute for the General Meeting of Shareholders or the Supervisory Board. A resolution of the General Meeting of Shareholders is not required for the Company to sell or purchase the whole or part of a real property, or to encumber the whole or part of real properties belonging to the Company with a limited right in rem. Decisions regarding the sale or purchase of the whole or a part of a real property by the Company, or the encumbering of the whole or a part of real properties belonging to the Company with a limited right in rem with a value of PLN 1,500,000 (one million five hundred thousand zlotys) or more shall be made by the Management Board in the form of a resolution, after obtaining the consent of the Supervisory Board. If the encumbering of the whole or a part of real properties belonging to the Company with a limited right in rem takes place in favour of financial institutions, the decision shall be made by the Management Board alone.

The new wording of Article 10 par. 2 of the Statute of Energomontaż - Południe SA:

The scope of the Management Board's authority includes all matters related to the management of the Company not reserved by law or by this Statute for the General Meeting of Shareholders or the Supervisory Board. A resolution of the General Meeting of Shareholders is not required for the Company to sell or purchase the whole or part of a real property or a perpetual usufruct right, or to encumber the whole or part of a real property or a perpetual usufruct right belonging to the Company with a limited right in rem. Decisions regarding the sale or purchase of the whole or a part of a real property or a perpetual usufruct right by the Company, or the encumbering of the whole or a part of a real property or a perpetual usufruct right belonging to the Company with a limited right in rem with a value of PLN 1,500,000 (one million five hundred thousand zlotys) or more shall be made by the Management Board in the form of a resolution, after obtaining the consent of the Supervisory Board. If the encumbering of the whole or a part of real properties or perpetual usufruct rights belonging to the Company with a limited right in rem takes place in favour of banks, credit institutions or financial institutions within the meaning of the Banking Law, the decision shall be made by the Management Board alone.

 

SIGNATURES OF THE PERSONS REPRESENTING THE COMPANY 

Andrzej Hołda
-President of the Management Board
Alina Sowa
-Vice President of the Management Board

 

 

Legal grounds: 56 par. 1 pt. 2 of the Act on Public Offerings – current and periodic information

 

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Current Report No. 35/2010
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