Current Report No. 102/2016: Notice of Extraordinary General Meeting of KRUK S.A. and draft resolutions

Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 402.1 and Art. 402.2 of the Commercial Companies Code, and Art. 15.4.a of the Company’s Articles of Association, the Management Board of KRUK S.A. (the “Company”) convenes the Extraordinary General Meeting of KRUK S.A. at the Polonia Palace Hotel, Al. Jerozolimskie 45, Warsaw, Poland, Toronto room, 11.30 am, November 29th 2016, with the following agenda: 

1) Opening of the Extraordinary General Meeting.

2) Appointment of the Chair of the Extraordinary General Meeting.

3) Confirmation that the Extraordinary General Meeting has been duly convened and has the capacity to adopt resolutions.

4) Adoption of the agenda.

5) Adoption of a resolution to: (i) increase the Company’s share capital by no less than PLN 1 (one złoty) and no more than PLN 1,000,000 through the issue of new Series G shares, waiver the existing shareholders’ pre-emptive rights to all new Series G shares in full, and offer the shares in a private placement to no more than 149 investors; (ii) dematerialise the allotment certificates to Series G shares and new Series G shares and seek admission of the allotment certificates to Series G shares and new Series G shares to trading on the regulated market operated by the Warsaw Stock Exchange.

6) Adoption of a resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to determine the consolidated text of the Company’s Articles of Association.

7) Adoption of a resolution to approve the acquisition of bonds issued by KRUK S.A. by members of the Supervisory Board and Management Board.

8) Closing of the Extraordinary General Meeting.

Attached hereto, the Company presents the full text of the notice of the Extraordinary General Meeting of the Company given under Art. 402[2] of the Commercial Companies Code, including draft resolutions and appendices thereto to be considered at the General Meeting.

Detailed legal basis: Par. 38.1.1 and Par. 38.1.3 of the Regulation of the Minister of Finance of February 19th 2009 on current and periodic information […]