Otmuchow, September 21th 2016

Current report no 26/2016

Subject: Draft of resolutions of the Extraordinary General Meeting of ZPC OTMUCHÓW SA convened on 19th October 2016.

Acting in accordance with § 38 par. 1 point 3 of the Regulation of the Minister of Finance dated 19 February 2009. On current and periodic information [...], the Management Board of ZPC Otmuchów SA (The Company) encloses the draft resolutions that will be discussed at the Extraordinary General Meeting held on 19th October 2016.

Current report ZPC OTMUCHOW S.A. Resolution No 1/10/2016 of the Extraordinary General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchow" S.A. with headquarter in Otmuchow held on 19th October 2016 on the election of the Chairman of the General Meeting

§ 1

The Extraordinary General Meeting of the Zaklady Przemyslu Cukierniczego "Otmuchow" S.A., with headquarter in Otmuchow, elects Mr.

………………………………. for the Chairman of the General Meeting.

§ 2

The Resolution was adopted in secret ballot.

§ 3

The Resolution comes into force upon its adoption.

on the adoption of the Agenda

§ 1

The Extraordinary General Meeting of Zaklady Przemyslu Cukierniczego "Otmuchow"

S.A. with headquarter in Otmuchow, adopts following Agenda:

  1. Opening of the meeting

  2. Choosing the President of GM.

  3. Validation of convening of the General Meeting and declaration of its ability to adopt resolutions.

  4. Adoption of the agenda.

  5. Adoption of the resolution on granting approval for disposal of an organized part of the Company to a subsidiary of the Company.

  6. Closing of the meeting.

    § 2

    The Resolution comes into force upon its adoption.

    on the adoption of the resolution on granting approval for disposal of an organized part of the Company to a subsidiary of the Company.

    § 1

    1. The Extraordinary General Meeting of Zaklady Przemyslu Cukierniczego "Otmuchów" SA based in Otmuchowie decides to authorize the sale of an organized part of the Company as referred in the second paragraph of this paragraph of the resolution, a subsidiary of the Company, by making a contribution in kind by the Company in the form indicated an organized part of the Company to a company Otmuchów Choco 1 Sp. z o.o. with headquarter in Otmuchow, Nyska 21 Street, 38-385 Otmuchów, entered into the National Court Register kept by the District Court in Opole - VIII Economic Faculty KRS over number: 0000619544, having given NIP: 7532440453 and REGON: 364556391, which will cover under the Company's newly issued shares or increased the nominal value of existing shares in the increased share capital of the aforementioned company OTMUCHÓW CHOCO 1 sp. z o.o. based in Otmuchowie.

    2. The organized part of the Company as referred in the preceding paragraph of this section of this resolution, includes - separated by a resolution of the Management Board No. 02/04/2016 dated 20th April 2016 of the organizational structure of the Company's existing cell called "Zaklad Wyrobow Czekoladowanych Otmuchów" as organized part of the Company of indicated Company, which is called "Zaklad Mleczko" and it is headed by the manager Beaty Seferynowicz - in particular those workers, tangible and intangible assets forming an independent (in terms of organizational, legal and financial) and functional business unit, which is:

      1. right of perpetual usufruct of the property situated in Otmuchow, Nyska 21 Street, covering plot No. 157/2 with an area of 0.0145 ha and plot no 157/3 with an area of 1.976 ha, and the related property right of buildings and equipment on the mentioned above plots, for which the District Court in Nysa - V Department of Land Registry maintained Mortgage Register No. KW OP1N / 00041003/4,

      2. ownership of movable and other objects and other rights being fixed assets, intangible and legal assets, specified in third paragraph of this section of this resolution rights of protection for trademarks owned by the Company and the copyright to the signs, office equipment, laboratory and other appliances and devices - which is related to the conduct of business in the former Zakladu Wyrobow Czekoladowanych Otmuchów,

      3. raw materials, semi-finished products, packaging and finished products,

      4. the rights and obligations of the agreements concluded by the Company on business in the current cell called "Zaklad Wyrobow Czekoladowanych Otmuchów" including contracts with suppliers and customers,

      5. cash receivables resulting from contracts or invoices issued by the Company, which are related to the operating activities of the Department "Mleczko",

      6. liabilities, including liabilities resulting from cash received invoices from suppliers who provide goods or services to the Company, to the extent related to ensuring proper implementation of the operations of the Department "Mleczko",

      Zaklady Przemyslu Cukierniczego Otmuchów SA published this content on 21 September 2016 and is solely responsible for the information contained herein.
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