Subject:
Information on the registration of amendments to the Company's Articles of Association.
Legal basis:
Article 56(1)(2) of the Act on Public Offering – current and periodic information
Report content:
The Management Board of ERBUD S.A. with its registered office in Warsaw (“Company”) hereby announces that on June 30, 2025, it was notified of the registration on June 30, 2025 by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, of the amendments to the Company's Articles of Association introduced in connection with the adoption of Resolution No. 20/2025 of the Ordinary General Meeting of the Company of May 27, 2025 on the amendment of the Articles of Association of ERBUD S.A. (“Resolution”).
Acting pursuant to the Resolution, Article 11b(2) and Article 18(3) of the Company's Articles of Association were amended.
Following the amendment, Article 11b(2) of the Company's Articles of Association shall read as follows:
2. The audit committee's tasks include, in particular:
1) monitoring the financial reporting process and sustainability reporting;
2) monitoring the effectiveness of internal control and risk management systems and internal audit, including financial reporting and sustainability reporting;
3) monitoring the performance of financial audit activities, in particular the audit of financial statements or the certification of sustainability reporting by an audit firm;
4) controlling and monitoring the independence of the statutory auditor and the audit firm, in particular in cases where the audit firm provides services to the Company other than the audit or certification of sustainability reporting;
5) reporting to the Company's supervisory board on the results of the audit of financial statements or the certification of sustainability reporting, and providing explanations regarding the manner in which the audit or certification contributed to the reliability of financial reporting or sustainability reporting at the Company, as well as the role of the audit committee in the audit or certification process;
6) assessing the independence of the statutory auditor and approving the provision of permitted non-audit services by the statutory auditor to the Company;
7) developing a policy for selecting an audit firm to audit financial statements and a policy for selecting an audit firm to certify sustainability reporting;
8) drafting policies for the provision of services by the audit firm conducting the audit of financial statements or the assurance of sustainability reporting, by entities affiliated with that audit firm and by a member of the audit firm's network of permitted non-audit or non-assurance services;
9) defining the procedure for selecting an audit firm by the Company;
10) submitting recommendations to the Supervisory Board regarding the appointment of statutory auditors or audit firms in accordance with the policies developed by the audit committee following a selection procedure conducted in accordance with the provisions of the Act of May 11, 2017 on statutory auditors, audit firms and public supervision;
11) submitting recommendations aimed at ensuring the reliability of the financial reporting or sustainability reporting process at the Company.
12) the Supervisory Board may also appoint other committees, in particular a nomination and remuneration committee. The detailed tasks and rules for the appointment and operation of individual committees, including the audit committee, shall be determined by the Supervisory Board.
Following the amendment, Article 18(3) of the Company's Articles of Association shall read as follows:
3. The Supervisory Board shall select or change the audit firm authorised to:
i. conducting an audit or review of financial statements or
ii. sustainability reporting certification.
Attached to this Current Report, the Company hereby provides the consolidated text of the Company's Articles of Association, including amendments adopted by Resolution No. 21/2025 of the Ordinary General Meeting of the Company held on May 27, 2025, on the adoption of the consolidated text of the Company's Articles of Association.
Detailed legal basis: Article 5(1) and Article 6 of the Regulation of the Minister of Finance of June 10, 2025 on current and periodic information disclosed by issuers of securities and conditions for recognising information required by the laws of a non-member state as equivalent.