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Registration of changes in the Articles of Association, changing the share capital of the Company and to establish uniform text of the Articles of Association of the Company
Report number: RB 28/2017 Report created: 2017-02-07
Board of Alma Market SA in restructuring (hereinafter: the "Company") announces that on 7 February 2017. received information that the District Court for Kraków - Śródmieście in Kraków, XI Commercial Division of the National Court Register on 6 February 2017r. changes in the Articles of Association adopted Resolution No. 4 and Resolution No. 6 of the Extraordinary General Meeting of Shareholders, which was held on January 4, 2017 year (on resolutions adopted on January 4, 2017, the Company informed in the current report No. RB 01/2017).
Changes in the Articles of Association of the Company include:
I. The change of § 5. 1 the current wording:
§ 5.
"1. The share capital amounts to PLN 5,428,990.00 and is divided into:
1.1. 600,000 (six hundred thousand) series A preference shares with a nominal value of PLN 1 (one) each;
1.2. 2,367,000 (2,367,000) ordinary bearer shares of series B with a nominal value of 1 zł (one) each;
1.3. 249 990 (two hundred forty-nine thousand nine hundred and ninety) ordinary bearer shares of series C with a nominal value of 1 zł (one) each;
1.4. 1,000,000 (one million) ordinary series D bearer shares with nominal value of 1 zł (one) each;
1.5. 100,000 (one hundred thousand) bearer shares series E with a nominal value of 1 zł (one) each, resulting from the conditional capital increase.
1.6. 1,112,000 shares bearer series F shares with a nominal value of 1 zł (one) each. "
through to read as follows:
§ 5.
"1. The share capital amounts to 11,060,990.00 zł (11,060,990) and is divided into:
1.1. 600,000 (six hundred thousand) series A preference shares with a nominal value of 1 zł (one) each;
1.2. 2,367,000 (2,367,000) ordinary bearer shares of series B with a nominal value of 1 zł (one) each;
1.3. 249 990 (two hundred forty-nine thousand nine hundred and ninety) ordinary bearer shares of series C with a nominal value of 1 zł (one) each;
1.4. 1,000,000 (one million) ordinary series D bearer shares with nominal value of 1 zł (one) each;
1.5. 100,000 (one hundred thousand) bearer shares series E with a nominal value of 1 zł (one) each, resulting from the conditional capital increase;
1.6. 1,112,000 shares bearer series F shares with a nominal value of 1 zł (one) each;
1.7. 132,000 (one hundred thirty two thousand) bearer shares series G with a nominal value of 1 zł (one) each (as a result of the conditional capital increase);
1.8. 5,500,000 (5,500,000) ordinary bearer series H shares with nominal value of 1 zł (one) each. "
II. Adding a new paragraph § 5a shall read as follows:
§5a
1. The Company's share capital may be increased within the limits of the authorized capital.
2. To increase the share capital within the authorized capital The Board is authorized in the period until January 4, 2019 year. Authorization of the Board to increase the share capital also authorizes to issue subscription warrants, with the subscription right exercise term not longer than the period for which authorization has been granted.
3. The Management Board is authorized to increase the share capital within the capital, including not more than 4,170,742.00 zł (4000170 five thousand seven hundred and forty two zlotys). The Management Board may issue shares in return for cash or in-kind contributions.
4. The Management Board may make one or several increases in the limits specified in paragraph. 3. The Board may make an increase of the Company's own funds.
5. The Management Board can not issue preferred shares or grant individually marked shareholder personal rights.
6. The Management Board shall decide on all matters related to the share capital increase within the authorized capital and may exercise the authorization granted after obtaining the consent of the Supervisory Board expressed in the form of a resolution and after consideration of the specific needs of the Company, in particular those related to the restructuring of the Company in the context of the rehabilitation.
7. The Management Board is authorized to exclude existing shareholders' pre-emptive rights in whole or in part with the approval of the Supervisory Board.
8. Resolution of the Board to increase the share capital requires a notarial deed. Resolution of the Board made within the statutory authorization replaces the resolution of the General Meeting to increase the share capital. "
Currently, the share capital of the Company amounts to 11,060,990 and is divided into 11,060,990 shares with a nominal value of PLN 1 each, including:
- 600,000 registered preference shares,
- 10,460,990 shares ordinary bearer shares.
The Company also announces to establish uniform text of the Articles of Association of the Company taking into account the changes mentioned above, which is attached to this report.
>> The consolidated text of the Statute Alma Market SA
Legal basis: Art. 56 of the Act on Public Offering - current and periodic information
