Current Report No. 22/2014: Draft resolution proposed by a shareholder

Current Report No. 22/2014                                     

Date of the report:          May 23rd 2014

Abbreviated name of the Company: KRUK S.A.              

Subject: Draft resolution proposed by a shareholder on a matter included in the agenda of the Annual General Meeting convened for May 28th 2014

Legal basis:

Art. 56.1.2 of the Public Offering Act – Current and periodic information

Text of the report:                                                                                              

Further to the notice of an Annual General Meeting of KRUK S.A., given in Current Report No. 16/2014 of April 29th 2014, the Management Board of KRUK S.A. (the “Company”) announces that on May 23rd 2014 it received a draft resolution from an entitled shareholder, Mr Piotr Krupa, President of the Management Board (the “Shareholder”), which was prepared following consideration of comments received from shareholders on the matter covered in item 15 of the proposed agenda for the Annual General Meeting: “Adoption of a resolution on setting the rules of an incentive scheme for the years 20152019, conditional increase in the Company’s share capital and issue of subscription warrants with the Company existing shareholders’ pre-emptive rights disapplied in whole with respect to the shares to be issued as part of the conditional share capital increase and subscription warrants, and amendments to the Articles of Association.” 

In connection with the received draft resolution, the Company presents proposed amendments to the Company’s Articles of Association, to be made at the Annual General Meeting by adding Art. 4c.

The proposed wording of Art. 4c of the Company’s Articles of Association, incorporating the text of the draft resolution proposed by the Shareholder, is as follows:

“Art. 4c

1. The Company’s share capital has been conditionally increased by up to PLN 847,950.00 (eight hundred and forty-seven thousand, nine hundred and fifty złoty) by way of an issue of up to 847,950 (eight hundred and forty-seven thousand, nine hundred and fifty) Series F ordinary bearer shares with a par value of PLN 1 (one złoty) per share.
2. The conditional share capital increase referred to in Art. 4c.1 above was made to grant the right to subscribe for Series F shares to the holders of subscription warrants issued under Resolution No. 26/2014 of the Annual General Meeting of May 28th 2014.
3. Holders of subscription warrants issued by the Company under Resolution No. 26/2014 of the Annual General Meeting of May 28th 2014 shall be entitled to subscribe for Series F shares. The subscription warrants may be inherited, but may not be encumbered and are not transferable.
4. Subject to Art. 4c.6, holders of Subscription Warrants who are not Management Board members shall be entitled to exercise the rights to subscribe for Series F Shares attached to the Subscription Warrants not earlier than six months after the date of subscription for the Subscription Warrants (lock-up for subscription of Series F shares by holders of Subscription Warrants) and not later than on December 31st 2021.
5. Holders of Subscription Warrants who are Management Board members shall be entitled to exercise the rights to subscribe for Series F Shares attached to the Subscription Warrants not earlier than 12 months after the date of subscription for the Subscription Warrants (lock-up for subscription of Series F shares by holders of Subscription Warrants) and not later than on December 31st 2021.
6. Holders of Subscription Warrants issued as part of Tranche I shall be entitled to exercise the rights to subscribe for Series F Shares attached to the Subscription Warrants not earlier than 12 months after the date of subscription for the Subscription Warrants (lock-up for subscription of Series F Shares by holders of Subscription Warrants) and not later than on December 31st 2021.
7. Holders of Subscription Warrants shall be entitled to exercise the rights to subscribe for Series F Shares attached to the Subscription Warrants prior to the lapse of the period referred to in Art. 4c.4−6 if by the end of that period a tender offer to acquire more than 33% of the Company shares is announced under the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (Dz.U. of 2009 No. 185, item 1439, as amended).
8. Series F shares shall be paid up in cash. 

The Company publishes, attached hereto, the draft resolution submitted by the Shareholder along with the consolidated text of the Company’s Articles of Association, incorporating the amendments to be presented to the Annual General Meeting for approval in line with the draft resolutions published in Current Report No. 16/2014, including the proposed amendments to Art. 4c presented above.