Gobarto : Current Report nr 16/2017

Subject: Gobarto S.A. -convening of the Annual General Meeting of Shareholders

Legal basis: Art. 56 Point 1.2 of the Public Offering Act -current and periodic information

the Management Board of Gobarto Spółka Akcyjna with its registered office in Warsaw at ul. Kłobucka 25, 02-699 Warszawa, entered into the Trade Register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13thBusiness Division of the National Court Register under KRS no. 0000094093 ("the Company"), acting under Art. 399 § 1, in relation to Art. 395 § 1, Art. 4021and Art. 4022of the Commercial Companies Code and § 11 Sec. 1, 3 and 7 of the Company's Articles of Association, convenes the Annual General Meeting of Shareholders that will be held on 26 April 2017 at 12.00 hours, in Warsaw - in the Company's office at ul. Kłobucka 25.

Agenda:

1. Opening of the Ordinary General Meeting of Shareholders;

2. Election of the Chairperson of the Meeting;

3. Making the list of attendance;

4. Confirming the validity of convening of the General Meeting of Shareholders;

5. Adopting formal resolutions, including on the appointment of the Ballot Counting Committee;

6. Adopting the agenda of the session;

7. Consideration of the Company's financial statements and Directors' reports for accounting year 2016 - separate and consolidated ones;

8. Presentation of the Supervisory Board's report on the results of evaluation of the Directors' report on the operations of the Company, financial statements for accounting year 2016 and evaluation of the proposal of the Management Board regarding distribution of profit and consideration of the recommendation of the Supervisory Board concerning:

9. the Financial Statements of the Company for 2016,

10. the Directors' Report on the Operations of the Company in 2016,

11. the proposal of the Management Board regarding distribution of profit from the previous accounting year,

12. the request to discharge members of the Management Board for due performance of their duties;

13. Adopting a resolution on approving the Directors' Report on Operations of the Company in 2016;

14. Adopting a resolution on the approval of the Financial Statements of the Company for 2016;

15. Adopting a resolution on distribution of profit for 2016;

16. Adopting a resolution on approving the Directors' Report on Operations of the Group of Companies in 2016;

17. Adopting a resolution on the approval of the Consolidated Financial Statements of the Group of Companies for 2016;

18. Adopting resolutions on discharging each member of the Supervisory Board for due performance of their duties in 2016;

19. Adopting resolutions on discharging each member of the Management Board for due performance of their duties in 2016;

20. Adopting a resolution on amending the Company's Articles of Association and authorizing the Supervisory Board to prepare the unified text of the Company's Articles of Association.

21. Adjourning of the General Meeting of Shareholders.

22. The Management Board of Gobarto S.A., on the grounds of Art. 4022of the Commercial Companies Code, hereby provides information on the procedures of participation in the Annual General Meeting of Shareholders and exercising the voting rights:

23. A shareholder or shareholders who represents at least 1/20 of the share capital may demand putting some specific issues in the agenda of the session of the Annual General Meeting of the Company. Such demand must be submitted to the Management Board of the Company not later than 21 days before the date of the Annual General Meeting, i.e. by 05 April 2017. The demand must contain justification or a draft resolution in respect of the proposed item on the agenda. The demand may be submitted in the written form to the Company's registered office at ul. Kłobucka 25, 02-699 Warszawa or in the electronic form sent to the Company's following e-mail address: walnezgromadzenie@gobarto.pl.

24. The shareholder must prove that as at the demand submission date they hold the required number of shares by enclosing the certificate for shares, and in case of shareholders who are legal entities or partnerships, they must also prove that they are entitled to act for that entity or partnership by enclosing a current excerpt from the Register of Companies of the National Court Register (KRS).

25. A shareholder or shareholders who represent at least 1/20 of the share capital may submit draft resolutions concerning issues included in the agenda of the Annual General Meeting or issues that are to be introduced to the agenda before the date of the Annual General Meeting, and they must do so either in the written form to the Company's registered office at ul. Kłobucka 25, 02-699 Warsaw or in the electronic form sent to the Company's e-mail address (as set forth in point I above). Analogically to the conditions set forth in point II above, the shareholder must prove that as at the demand submission date they hold the required number of shares by enclosing the certificate for shares, and in case of shareholders who are

    legal entities or partnerships, they must also prove that they are entitled to act for that entity or partnership by enclosing a current excerpt from the Register of Companies of the National Court Register (KRS).

26. Each and any shareholder may submit draft resolutions concerning issues placed in the agenda during the session of the Annual General Meeting.

27. The shareholder may participate in the Annual General Meeting and to exercise voting rights personally or by proxy. The Company will provide a blank form to be used for exercising the voting right by proxy containing data specified in Art. 4023of the Commercial Companies Code to be available at www.gobarto.pl. The power of attorney for voting by proxy must be given in writing or in the electronic form. Giving the power of attorney in the electronic form does not require any safe electronic signature to be affixed that is verifiable using a valid qualified certificate. The shareholder must send information (scan of a document in the PDF or similar format) on giving the power of attorney to the Company to the following e-mail address: pelnomocnictwa@gobarto.pl, not later than one day prior to the session of the Annual General Meeting of Shareholders, i.e. by 25 April 2017. Shareholders will be allowed to attend the session of the Annual General Meeting upon presenting a valid identification document, and proxies upon presenting a valid identification document and a valid power of attorney given in the written or electronic form (in the latter case the proxy must present a print out). Representatives of legal entities or partnerships must additionally present current excerpts from necessary registers that list persons authorized to represent these entities and partnerships.

28. The Company's Articles of Association do not provide for the option of speaking out or exercising the voting right at the Ordinary General Meeting using means of electronic communication.

29. The Rules of the General Meeting of Shareholders does not provide for the option of voting by correspondence.

30. The right to attend the session of the General Meeting may be exercised only by such persons who are the Company's shareholders for the sixteen days before the date of the session of the Annual General Meeting, i.e. 10 April 2017, (date of registration of participation in the General Meeting). All shares of the Company are dematerialized bearer shares. A shareholder having rights arising out of dematerialized bearer shares will have the right to participate in the Annual General Meeting of the Company, if:

    • for sixteen days before the date of the session of the Annual General Meeting (date of registration of participation in the General Meeting), i.e. 10 April 2017, they will be the Company's shareholders, i.e. on their share account there are the Company's shares registered; and

    • in the period from 29 March 2017 to 11 April 2017 they will submit a request for a bearer's certificate to be issued on their right of participation in the session of the

      Annual General Meeting to the entity keeping the shares account in which the Company's shares are registered.

31. The Company determines the list of shareholders entitled to participate in the Annual General Meeting based on the list submitted to the Company by the National Depository for Securities (NDS) and prepared based on certificates on the right of participation in the General Meeting issued by entities keeping the shares accounts. The list of shareholders entitled to participate in the Annual General Meeting will be made available for reading for the last three weekdays before the date of the session of the Annual General Meeting, i.e. on 21 April 2017, in the Company's registered office at ul. Kłobucka 25, 02-699 Warsaw. A shareholder may request a copy of the list to be made and sent by e-mail free of charge by giving the address to which the list should be sent.

32. Anyone entitled to attend the Ordinary General Meeting may obtain full text of documentation that is to be presented at the Ordinary General Meeting and draft resolutions in the Company's registered office at ul. Kłobucka 25, 02-699 Warsaw or from the Company's website at: www.gobarto.pl.

33. All information concerning the Annual General Meeting will be available from the Company's website at www.gobarto.pl.

34. In relation with the planned amendment of the Company's Articles of Association, the Management Board of the Company submits:

    1. the existing text of § 5 Sec. 1 of the Company's Articles of Association:

    "1. The business activity of the Company covers manufacturing, construction, trade and services on its own account or the account of third parties in respect of:

    01.11.Z Growing of cereals (except rice), leguminous crops and oilseeds

    01.13.Z Growing of vegetables and melons, roots and tubers

    01.16.Z Growing of fibre crops

    01.19.Z Growing of other non-perennial crops

    01.27.Z Growing of beverage crops

    01.29.Z Growing of other perennial crops

    01.30.Z Plant propagation

    01.46.Z Raising of swine/pigs

    01.50.Z Mixed farming

    01.61.Z Support activities for crop production

    01.62.Z Support activities for animal production

    01.63.Z Post-harvest crop activities

    01.64.Z Seed processing services for propagation