Current report no. 2/2018 of 4 January 2018 – Changes in Articles of Association of Qumak S.A.

This current report was published via ESPI system on 4 January 2018, at 17:54

Management Board of Qumak S.A. (the Company) informs that on 4 January 2018 the Extraordinary General Meeting of Qumak S.A. adopted a Resolution No. 2 on changing the Articles of Association of the Company.

By the abovementioned Resolution, the Extraordinary General Meeting changed §19 section 2 of the Articles of Association, which had the following wording:

“2. The Supervisory Board evaluates the Management Board’s requests presented to a General Meeting in order to make a resolution, in particular concerning:

  1. Change of the Articles of Association;
  2. Increase or decrease of share capital;
  3. The Company’s merger or transformation;
  4. The Company’s termination and liquidation;
  5. Convertible bonds issue;
  6. The Company’s selling and leasing, establishing in it a law to property use and sell the Company’s real estate;
  7. Approving purchase by the Company real estate and other fixed assets in total in the period of 12 (twelve) months at a price which is greater than 15% (fifteen percent) of the Company’s net assets as of the last Company’s balance sheet audited by a certified auditor.”

to:

“2. The Supervisory Board evaluates the Management Board’s requests presented to a General Meeting in order to make a resolution, in particular concerning:

  1. Change of the Articles of Association;
  2. Increase or decrease of share capital;
  3. The Company’s merger or transformation;
  4. The Company’s termination and liquidation;
  5. Convertible bonds issue;
  6. The Company’s selling and leasing, establishing in it a law to property use and sell the Company’s real estate;
  1. Sell and purchase of perpetual usufruct rights to real estate or share in real estate.”

 

General Meeting authorized in the content of the abovementioned Resolution, the Supervisory Board to set out a consolidate text of the changed Articles of Association of the Company.

Changes in enter into force upon their registration in the National Court Register.

 

Moreover, the Extraordinary General Meeting adopted a Resolution No. 1 concerning increasing share capital of the Company through issuance of ordinary bearer shares series M by way of a private subscription, waiving the pre-emptive right in full of current shareholders of the Company as well as applying for allowing series M shares for trade on a regulated market led by the Warsaw Stock Exchange S.A. and their dematerialization as well as on the change of the Company’s Articles of Association, on the basis of which there is changed §3 of the Company’s Articles of Association, in the content:

㤠3

“1. Share capital amounts to at least PLN 40,375,082 (in words: forty million three hundred seventy five thousand eighty two zloty) and constitutes 40,375,082 (in words: forty million three hundred seventy five thousand eighty two) shares of equal nominal value of PLN 1.00 (in words: one zloty) each, whereof:

– 1.500.000 (one million five hundred thousand) shares from A0000001 to A1500000 are shares A series;

– 207.548 (two hundred seven thousand five hundred forty eight) shares from B1500001 to B1707548 are shares B series;

– 500.000 (five hundred thousand) shares from C0000001 to C0500000 are shares C series;

– 1.850.000 (one million eighty five hundred thousand) shares from D0000001 to D1850000 are shares D series;

– 450.000 (four hundred fifty thousand) shares from E0000001 to E0450000 are shares E series;

– 1.000.000 (one million) shares from F0000001 to F1000000 are shares F series;

– 1.376.887 (one million three hundred seventy six thousand eight hundred eighty seven) shares from H0000001 to H1376887 are shares H series;

– 134.487 (one hundred thirty four thousand four hundred eighty seven) shares from PZ01 000001 to PZ01 134487 are shares PZ01 series;

– 31.160 (thirty one thousand one hundred sixty) shares from PP01 00001 to PP01 31160 are shares PP01 series;

– 2.500.000 (two million five hundred thousand) shares from I0000001 to I2500000 are shares I series;

– 25.000 (twenty five thousand) shares from J00001 to J25000 are shares J series;

– 800.000 (eight hundred thousand) shares from K000001 to K800000 are shares K series;

– 30.000.000 (thirty million) shares from L00000001 to L30000000 are shares L series.

  1. A, B, C, D, E, F, H, PZ01 and PP01, I, J, K and L are bearer shares, not privileged.
  2. Shares are registered shares or bearer shares. Conversion from bearer shares to registered shares is not acceptable.”

 

changing to the following content:

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  1. Share capital amounts to at least PLN 40,375,082 (in words: forty million three hundred seventy five thousand eighty two zloty) but up to PLN 70,375,082 (in words: seventy million three hundred seventy five thousand eighty two zloty) and constitutes at least 40,375,082 (in words: forty million three hundred seventy five thousand eighty two) but up to 70,375,082 (in words: seventy million three hundred seventy five thousand eighty two) shares of equal nominal value of PLN 1.00 (in words: one zloty) each, whereof:

– 1.500.000 (one million five hundred thousand) shares from A0000001 to A1500000 are shares A series;

– 207.548 (two hundred seven thousand five hundred forty eight) shares from B1500001 to B1707548 are shares B series;

– 500.000 (five hundred thousand) shares from C0000001 to C0500000 are shares C series;

– 1.850.000 (one million eighty five hundred thousand) shares from D0000001 to D1850000 are shares D series;

– 450.000 (four hundred fifty thousand) shares from E0000001 to E0450000 are shares E series;

– 1.000.000 (one million) shares from F0000001 to F1000000 are shares F series;

– 1.376.887 (one million three hundred seventy six thousand eight hundred eighty seven) shares from H0000001 to H1376887 are shares H series;

– 134.487 (one hundred thirty four thousand four hundred eighty seven) shares from PZ01 000001 to PZ01 134487 are shares PZ01 series;

– 31.160 (thirty one thousand one hundred sixty) shares from PP01 00001 to PP01 31160 are shares PP01 series;

– 2.500.000 (two million five hundred thousand) shares from I0000001 to I2500000 are shares I series;

– 25.000 (twenty five thousand) shares from J00001 to J25000 are shares J series;

– 800.000 (eight hundred thousand) shares from K000001 to K800000 are shares K series;

– 30.000.000 (thirty million) shares from L00000001 to L30000000 are shares L series;

– At least 1 (one) but up to 30.000.000 (thirty million) shares from M00000001 to M30000000 are shares M series.

  1. A, B, C, D, E, F, H, PZ01 and PP01, I, J, K and M are bearer shares, not privileged.
  2. Shares are registered shares or bearer shares. Conversion from bearer shares to registered shares is not acceptable.”

 

General Meeting authorized in the content of the abovementioned Resolution, the Supervisory Board to set out a consolidate text of the changed Articles of Association of the Company.

Changes in the Articles of Association enter into force upon their registration in the National Court Register.

 

 

Legal grounds:

RMF GPW of 19 February 2009 on current and periodic information §38 section 1 point 2