Current Report No. 26/2021: Amendment and adoption of the consolidated text of the Articles of Association by the Annual General Meeting on June 16th 202
The Management Board of KRUK S.A. (the “Company”) announces that further to Resolution No. 22/2021 passed by the Annual General Meeting on June 16th 2021, the Company’s Articles of Association were amended and after § 4c of the Articles of Association, a new § 4d was added, which reads as follows:
“1. The share capital has been conditionally increased by no more than PLN 950,550.00 (nine hundred and fifty thousand five hundred and fifty złoty) through the issue of no more than 950,550 (nine hundred and fifty thousand five hundred and fifty) Series H ordinary bearer shares with a nominal value of PLN 1 (one złoty) each.
1. The purpose of the conditional share capital increase referred to in Section 9.1 above is to grant the right to subscribe for Series H shares to holders of subscription warrants issued under Resolution No. 22/2021 adopted by the Annual General Meeting on June 16th 2021.
2. Holders of subscription warrants issued by the Company under Resolution No. 22/2021 of the Annual General Meeting of June 16th 2021 shall be entitled to subscribe for Series H shares. Subscription warrants referred to above may be inherited, but may not be encumbered or disposed of.
3. Holders of Subscription Warrants shall be entitled to exercise their rights to subscribe for Series H Shares attached to the Subscription Warrants not earlier than 24 months after the date on which they acquired the Subscription Warrants (lock-up for subscription of Series H Shares by holders of Subscription Warrants) and not later than on December 31st 2028.
4. Holders of Subscription Warrants shall be entitled to exercise the rights to subscribe for Series H Shares under Subscription Warrants prior to the lapse of the period referred to in Section 9.4 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 (consolidated text: Dz.U. of 2009, No. 185, item 1439, as amended).
5. Series H Shares shall be paid up in cash.”
In connection with the passing of Resolution no 24/2021 of the KRUK S.A. Annual General Meeting of June 16th 2021 concerning cancellation of own shares bought back by the Company, the Company’s Articles of Association shall be amended so that Art. 4.1 of the Company’s Articles of Association, reading:
“Art. 4
1. The Company's share capital shall amount to PLN 19,011,045.00 (nineteen million, eleven thousand and forty-five złoty) and shall be divided into 19,011,045 (nineteen million, eleven thousand and forty-five) shares with a par value of PLN 1 (one złoty) per share, including:
a) 2,692,220 (two million, six hundred and ninety-two thousand, two hundred and twenty) Series A ordinary bearer shares,
b) 11,366,600 (eleven million, three hundred and sixty-six thousand, six hundred) Series AA ordinary bearer shares,
c) 1,250,000 (one million, two hundred and fifty thousand) Series B ordinary bearer shares,
d) 491,520 (four hundred and ninety-one thousand, five hundred and twenty) Series C ordinary bearer shares,
e) 1,100,000 (one million, one hundred thousand) Series D ordinary bearer shares,
f) 843,876 (eight hundred and forty-three thousand, eight hundred and seventy-six) Series E ordinary bearer shares,
g) 266,829 (two hundred and sixty-six thousand, eight hundred and twenty nine) Series F ordinary bearer shares,
h) 1,000,000 (one million) Series G ordinary bearer shares.”
shall be amended to read as follows:
“Art. 4
“1. The Company’s share capital shall amount to PLN 18,740,045.00 (eighteen million, seven hundred and forty thousand, forty-five złoty) and shall be divided into 18,740,045.00 (eighteen million, seven hundred and forty thousand, forty-five) shares with a par value of PLN 1 (one złoty) per share, including:
a) 2,421,220 (two million, four hundred and twenty-one thousand, two hundred and twenty) Series A ordinary bearer shares,
b) 11,366,600 (eleven million, three hundred and sixty-six thousand, six hundred) Series AA ordinary bearer shares,
c) 1,250,000 (one million, two hundred and fifty thousand) Series B ordinary bearer shares,
d) 491,520 (four hundred and ninety-one thousand, five hundred and twenty) Series C ordinary bearer shares,
e) 1,100,000 (one million, one hundred thousand) Series D ordinary bearer shares,
f) 843,876 (eight hundred and forty-three thousand, eight hundred and seventy-six) Series E ordinary bearer shares,
g) 266,829 (two hundred and sixty-six thousand, eight hundred and twenty nine) Series F ordinary bearer shares,
1,000,000 (one million) Series G ordinary bearer shares.”
The above amendments to the Articles of Association will become effective upon their registration with the Business Register of the National Court Register.
The Company publishes, in the form of an appendix to this report, the consolidated text of the amended Articles of Association adopted by the Annual General Meeting by Resolution No. 25/2021.