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Current report:

Court registration of changes to the Company Statute

Report number: 19/2010 day: 2010-08-24

Legal basis

Art. 56 paragraph 1 item 2 of the Public Offering Act - current and periodic information

Contents of the report:

The Management of Barlinek SA based in Kielce hereby announces that on August 23, 2010 it received a decision based on which the District Court in Kielce, X Commercial Division of the National Court Register registered changes to the Company Statute on August 13, 2010. As a result of these changes to Barlinek S.A.'s statute being registered, the following sections of the Company Statute have changed:

1. §10 item 5 of the Statute, which previously read:

5. Registered shares may be converted to bearer shares at the request of a shareholder who owns registered shares. In this case Management is obliged to call a General Shareholders Meeting in order to pass a resolution to convert registered shares to bearer shares, within 14 days of receiving the shareholder's application. In the case of registered shares purchased for non-monetary payment, the change to bearer shares will take place no earlier than the time stipulated in art. 336 § 1 of the Commercial Companies Code.

will read:

5. Registered shares may be converted to bearer shares at the request of a shareholder who owns registered shares. In such an event Management is obliged to include the matter of the exchange of registered shares for bearer shares, as requested by the shareholder, on the agenda of the next General Meeting. In the case of registered shares purchased for non-monetary payment, the change to bearer shares will take place no earlier than the time stipulated in art. 336 § 1 of the Commercial Companies Code.

2. §23 of the Statute, which previously read:

1. General Meetings of shareholders are either ordinary or extraordinary. The General Shareholders Meeting is held at the Company's headquarters or any other location in the Polish Republic indicated in the General Shareholders Meeting announcement.

2. An Ordinary General Shareholders Meeting is called by the Company Management no later than six months after the end of each financial year.

3. An Extraordinary General Shareholders Meeting is called by Company Management on its own initiative, or at the written request of the Supervisory Board or of shareholders representing no less than 1/10 (one tenth) of the share capital.

4. An Extraordinary General Shareholders Meeting at the request of the Supervisory Board or shareholders should be called no later than 14 days after the request is received.

5. The request to call an Extraordinary General Shareholders Meeting should indicate the matters which are to be put to the meeting, and drafts of any resolutions.

6. If Company Management does not keep to the deadlines stipulated in par. 2 and 4, the General Shareholders Meeting may be called by the Supervisory Board or the shareholders who submitted the request to call the Extraordinary General Shareholders Meeting, who have been entitled by the registration court to call an Extraordinary General Shareholders Meeting.

7. The General Shareholders Meeting is called in the manner stipulated in the provisions of the Commercial Companies Code.

will read:

1. General Meetings are called by the Management Board. General Meetings of shareholders are either ordinary or extraordinary. The General Meeting is held at the Company's headquarters or any other location in the Polish Republic indicated in the General Meeting announcement.

2. An Ordinary General Shareholders Meeting is called by the Company Management no later than six months after the end of each financial year. The Supervisory Board may call an Ordinary General Meeting if the Board of Management does not call it within the time stipulated in the Commercial Companies Code and the Statute.

3. The Supervisory Board may call an Extraordinary General Meeting, should it consider this necessary. Shareholders representing at least half of the Company's share capital, or at least half of the total number of votes in the Company, may call an Extraordinary General Meeting. The shareholders nominate a chair for such a meeting.

4. A shareholder or shareholders in the Company representing at least one twentieth of the share capital may request the calling of a General Shareholders' Meeting and the inclusion of the defined matters on the agenda. A request to call an Extraordinary General Meeting should be submitted to the Board of Management in writing or sent in electronic form. If an Extraordinary General Shareholders' Meeting has not been called within two weeks of the request being presented to the Management Board, the registration court may authorise shareholders who request to call an Extraordinary General Shareholders' Meeting to do so. The court nominates a chair for this meeting.

5. The General Shareholders Meeting is called in the manner stipulated in the provisions of the Commercial Companies Code.

3. §24 of the Statute, which previously read:

1. The General Shareholders Meeting is opened by the Chair of the Supervisory Board, or its Vice-Chair, a member of Management or person indicated by Company Management. In the event of their absence, the General Shareholders Meeting is opened by the shareholder present who represents the largest share of the Company's share capital, after which a Chair of the Meeting is elected from among the persons entitled to vote.

2. The General Shareholders Meeting may only pass resolutions on matters covered by the agenda established by Management taking into account any requests made by the Supervisory Board or shareholders representing 1/10 (one tenth) of the share capital.

3. If the requests mentioned in par. 2 are submitted after the calling of the General Shareholders Meeting is announced, they are treated as requests to call an Extraordinary General Shareholders Meeting with the agenda defined in the request.

4. In matters not covered by the agenda, the session may not pass resolutions, unless the entire share capital is represented at the General Shareholders Meeting and none of those present have expressed disagreement with the passing of the resolution.

5. Resolutions may be passed despite a General Shareholders Meeting not being formally called, if the entire capital is represented and none of those present have expressed disagreement with the holding of a General Shareholders Meeting or with the inclusion of particular matters on the agenda.

will read:

1. The General Shareholders' Meeting is opened by the Chair of the Supervisory Board or his/her deputy, after which a Chair is elected for the Meeting from among those entitled. In the event of these persons being absent, the General Shareholders' Meeting is opened by the Chairman of the Management Board or a person nominated by Management. In the event of their absence, the General Meeting is opened by the shareholder present who represents the largest share of the Company's share capital.

2. In matters not covered by the agenda, the session may not pass resolutions, unless the entire share capital is represented at the General Shareholders Meeting and none of those present have expressed disagreement with the passing of the resolution.

3. Resolutions may be passed despite a General Shareholders Meeting not being formally called, if the entire capital is represented and none of those present have expressed disagreement with the holding of a General Shareholders Meeting or with the inclusion of particular matters on the agenda.

4. §25 item 2, 5 and 6 of the Statute which read:

2. Resolutions of the General Meeting are passed by a ¾ majority in matters concerning:

1) a change to the Company Statute

2) issuing convertible shares and bonds with share acquisition privileges,

3) reducing share capital,

4) selling a Company enterprise or one of its organised parts,

5) dissolving the Company.

5. Shareholders may participate and exercise their voting rights at the Shareholders' Meeting either in person or through attorneys. Power of attorney must be granted in writing and attached to the protocol in order to be valid.

6. Members of Management and Company employees may not be attorneys at a General Shareholders Meeting.

will read:

2. Resolutions of the General Meeting are passed by a ¾ majority in matters concerning:

1) a change to the Company Statute

2) issuing convertible shares and bonds with share acquisition privileges,

3) redemption of shares,

4) reducing share capital,

5) selling a Company enterprise or one of its organised parts,

6) dissolving the Company.

5. Shareholders may participate and exercise their voting rights at the Shareholders' Meeting either in person or through attorneys. Power of attorney should be granted in writing, or in electronic form if the Company is a Public Company, to be valid.

6. Members of Management and Company employees may not be attorneys at a General Meeting, unless the company is a public company.

5. §30 of the Statute, which previously read:

The Company places its announcements in the Court and Economic Gazette.

will read:

The Company places its announcements in the Court and Economic Gazette, unless other type of announcement is envisaged in commercial companies code.

The Management Board of Barlinek SA encloses the unified text of the Statute of Barlinek SA as an attachment.

Legal basis:

Paragraph 38 section 1 pt. 2b of the Ordinance of the Minister of Finance of 19th February 2009 regarding current and periodic information to be submitted by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a state which is not an EU member state (Journal of Laws 2009, Nr 33, item 259).

Attachments