* On 23 June 2022, the Annual General Meeting of Shareholders passed a resolution on the distribution of profit for the fiscal year covering the period from 1 January 2021 to 31 December 2021 (OGM Resolution).
In accordance with the adopted Resolution of the OGM, the following Dividend Payment Conditions from the 2021 profit were established:
- lending banks, i.e. Bank Gospodarstwa Krajowego, BNP Paribas Bank Polska S.A. and PKO Bank Polski S.A., acting in consortium, will not object to the allocation of PLN 12,075,000 from the Company’s net profit for 2021 for dividends, and that
- the Company’s net profit in the amount of PLN 36,708,206.98 earned by the Company in the fiscal year ending 31 December 2021 shall be distributed as follows:
- the amount of PLN 12,075,000 will be allocated to dividends (i.e. PLN 0.20 per share)
- the amount of PLN 20,000,000 will be allocated to reserve capital to finance the Company’s acquisition of treasury shares, and;
- the amount of PLN 4,633,206.98 will be allocated to supplementary capital.
If the Dividend Payment Conditions are met, then:
- the dividend date was set for 23 September 2022;
- the dividend will be paid in two installments on the following dates:
- on 4 October 2022 – payment of PLN 6,037,500 as the first dividend installment (i.e. PLN 0.10 per share), and;
- on 21 December 2022 – payment of PLN 6,037,500 as the second dividend installment (i.e. PLN 0.10 per share).
The dividend will be paid on 60,375,000 shares of the Company.
If the Dividend Payment Condition is not fulfilled by 16 September 2022, the Company’s net profit for 2021 in the amount of PLN 36,708,206.98 earned by the Company in the fiscal year ending 31 December 2021 will be distributed as follows:
- the amount of PLN 20,000,000 will be allocated to reserve capital to finance the Company’s acquisition of treasury shares, and;
- the amount of PLN 16,708,206.98 will be allocated to supplementary capital.”
On 15 September 2022, the Management Board of Wielton S.A. passed a resolution stating that:
- the Company’s lenders, i.e. Bank Gospodarstwa Krajowego, BNP Paribas Bank Polska S.A. and PKO Bank Polski S.A., acting in a consortium, did not object to the payment of dividends if the conditions set forth in the loan agreement concluded on 14 December 2018 (as amended) are met,
- the Company’s analysis shows that the aforementioned conditions for the payment of dividends from the Company’s net profit for 2021 are not met.
Accordingly, the Company’s Management Board determined that the Dividend Condition provided for in the OGM Resolution of 23 June 2022 has not been met.
According to the wording of the OGM Resolution, in the absence of fulfillment of the Dividend Payment Condition, the Company’s net profit in the amount of PLN 36,708,206.98 earned in the fiscal year ending 31 December 2021 will be distributed as follows:
- the amount of PLN 20,000,000 will be allocated to reserve capital to finance the Company’s acquisition of treasury shares,
- the amount of PLN 16,708,206.98 will be allocated to supplementary capital.
The creation of the reserve is intended to finance the carrying out of share buybacks in the future as a form of profit distribution, and no executive decisions have been made in this regard at the moment. Detailed rules for the repurchase of shares, as referred to in Article 362 § 1.8 of the Commercial Companies Code, should be determined by the next General Meeting of the Company.
