Current report no. 36/2015
Title: Amendments to the Articles of Association adopted by the Extraordinary General Meeting URSUS S.A. on the 7th October 2015
Legal basis: Art. 56 sec. 1 point 2 of the Act on Public Offering – current and periodical information
Message:
The Issuer’s Management Board hereby informs that the Extraordinary General Meeting of the Company on the 7th October 2015 adopted amendments to the Company’s Articles of Association as reported below:
The paragraph § 7 of the Articles of Association shall have the following new content:
„1.The Company’s share capital shall be from PLN 41 180 001 (forty one million one hundred eighty thousand one PLN) to PLN 45 280 000 (forty five million two hundred eighty thousand PLN) and shall be divided into: from 41 180 001 (forty one million one hundred eighty thousand one) to 45 280 000 (forty five million two hundred eighty thousand) ordinary bearer shares with a nominal value of PLN 1.00 (one) each. The shares are comprised of:
a) 700,000 (seven hundred thousand) series A shares numbered from No. A 0000001 (one) to No. A 0700000 (seven hundred thousand),
b) 400,000 (four hundred thousand) series B shares numbered from No. B 0000001 (one) to No. B 0400000 (four hundred thousand),
c) 800,000 (eight hundred thousand) series C shares numbered from No. C 0000001 (one) to No. C 0800000 (eight hundred thousand),
d) 600,000 (six hundred thousand) series D shares numbered from No. D 0000001 (one) to No. D 0600000 (six hundred thousand),
e) 900,000 (nine hundred thousand) series E shares numbered from No. E 0000001 (one) to No. E 0900000 (nine hundred thousand),
f) 320,000 (three hundred twenty thousand) series F shares numbered from No. F 0000001 (one) to No. G 0320000 three hundred twenty thousand),
g) d) 600,000 (six hundred thousand) series G shares numbered from No. G 0000001 (one) to No. G 0600000 (six hundred thousand),
h) 360,000 (three hundred sixty thousand) shares of series H with serial numbers from H 0000001 (one) to H 0360000 three hundred sixty thousand),
i) 4,000,000 (four million) series I shares numbered from No. I 0000001 (one) to No. I 4000000 (four million),
j) 6,000,000 (six million) series J shares numbered from No. J 0000001 (one) to No. J 6000000 (six million),
k) 7,500,000 (seven million five hundred thousand) series K shares numbered from No. K 0000001 (one) to No. J 7500000 (seven million five hundred thousand).
l) 4.000.000 (four million) series N shares numbered from No. N 0000001 (one) to No. N 4000000 (four million).”
m) 15.000.000 (fifteen million) series O shares numbered from No. O 00000001 (one) to No. O 15000000 (fifteen million),
n) from 1 (one) to 4 100 000 (four million one hundred thousand) series P shares numbered from No. P 0000001 (one) to P 4100000 (four million one hundred thousand).
2. Series A shares have been paid up in their entirety in kind before the registration of the Company. Series B, C, D, E, F, G, H, I, J, K, N, O, P shares have been paid up in their entirety in cash before the share capital of the Company was increased by issuing shares of series B, C, D, E, F, G, H, I, J, K, N, O, P respectively.”
The previous content of the paragraph § 7:
“1. The Company’s share capital shall be PLN 41.180.000,00 (forty one million one hundred eighty thousand PLN) and shall be divided into 41.180.000,00 (forty one million one hundred eighty thousand) ordinary bearer shares with a nominal value of PLN 1.00 (one) each. The shares are comprised of:
a) 700,000 (seven hundred thousand) series A shares numbered from No. A 0000001 (one) to No. A 0700000 (seven hundred thousand),
b) 400,000 (four hundred thousand) series B shares numbered from No. B 0000001 (one) to No. B 0400000 (four hundred thousand),
c) 800,000 (eight hundred thousand) series C shares numbered from No. C 0000001 (one) to No. C 0800000 (eight hundred thousand),
d) 600,000 (six hundred thousand) series D shares numbered from No. D 0000001 (one) to No. D 0600000 (six hundred thousand),
e) 900,000 (nine hundred thousand) series E shares numbered from No. E 0000001 (one) to No. E 0900000 (nine hundred thousand),
f) 320,000 (three hundred twenty thousand) series F shares numbered from No. F 0000001 (one) to No. G 0320000 three hundred twenty thousand),
g) d) 600,000 (six hundred thousand) series G shares numbered from No. G 0000001 (one) to No. G 0600000 (six hundred thousand),
h) 360,000 (three hundred sixty thousand) shares of series H with serial numbers from H 0000001 (one) to H 0360000 three hundred sixty thousand),
i) 4,000,000 (four million) series I shares numbered from No. I 0000001 (one) to No. I 4000000 (four million),
j) 6,000,000 (six million) series J shares numbered from No. J 0000001 (one) to No. J 6000000 (six million),
k) 7,500,000 (seven million five hundred thousand) series K shares numbered from No. K 0000001 (one) to No. J 7500000 (seven million five hundred thousand).
l) 4.000.000 (four million) series N shares numbered from No. N 0000001 (one) to No. N 4000000 (four million).”
The paragraph § 7a of the Company’s Articles of Association shall have the following new content:
“1. The Company’s share capital shall be conditionally raised up to 8 900 000 PLN (eight million nine hundred thousand PLN).
2. The conditional increase of the Company’s share capital, which is described in Article 7a(1), shall be divided into not more than 8 900 000 (eight million nine hundred thousand) ordinary bearer shares of series Q with a nominal value of PLN 1.00 (one PLN) each and of the total nominal value not higher than 8 900 000 PLN (eight million nine hundred thousand PLN).
3. Series Q shares may be acquired by the authorised from series 2 Warrants emitted on the basis of the regulation no. 8/2015 from October 7, 2015 of the Extraordinary General Meeting concerning the emission of series 2 Warrants granting the right to acquire series Q shares and entirely excluding the existing shareholders from the subscription rights of acquiring series 2 Warrants in total.”
The previous content of the paragraph § 7a:
“1. The Company’s share capital shall be conditionally raised up to 15 000 000 PLN (fifteen million PLN).
2. The conditional increase of the Company’s share capital, which is described in Article 7a(1), shall be divided into not more than 15 000 000 PLN (fifteen million PLN) ordinary bearer shares of series O with a nominal value of PLN 1.00 (one PLN) each and of the total nominal value not higher than 15 000 000 PLN (fifteen million PLN).
3. Series O shares may be acquired by the authorised from series 1 Warrants emitted on the basis of the regulation no. 24/2014 from May 26, 2014 of the Ordinary General Meeting concerning the emission of series 1 Warrants granting the right to acquire series O shares and entirely excluding the existing shareholders from the subscription rights of acquiring series 1 Warrants in total.”
The paragraph § 7 b was added, worded as follows:
“1. The Management Board is entitled to increase the Company’s share capital by the amount not higher than 5 000 000 PLN (five million PLN).
2. After examining the needs of the Company, the Management Board of the Company may issue an authorization, referred to in the Article 7b(1), by means of which it may increase the Company’s share capital once or more. The regulations of the Management Board concerning the price of the emission and the issuance of the shares in return for the non-cash contribution as well as other regulations regarding the realisation of the aforementioned authorisation, do not require the approval of the Supervisory Board.
3. The authorisation of the Management Board to increase the Company’s share capital within the framework of the authorized capital, shall expire two years after the date of entering the changes of the following Articles of Association into the register of entrepreneurs as approved by the regulation 11/2015 of the Extraordinary General Meeting on October 7, 2015.
4. The Management Board of the Company may issue shares by means of cash contributions, as well.
5. The Management Board is entitled to define the emission price of the new shares, the size of the emission and the legal entities authorised to acquire the new shares. The regulation of the Management Board stipulating the conditions of the emission, mentioned in the first sentence, does not require the approval of the Supervisory Board.
6. Within the applicable law, the Management Board decides independently on all other matters concerning the raise of the Company’s share capital within the framework of the authorized capital and the boundaries of this authorisation. In particular, but not exclusively, the Management Board is entitled to:
a) issuing shares in the form of a document;
b) concluding contracts concerning the stand-by and firm commitment underwriting or other agreements securing the success of the share emission;
c) adopting resolutions and undertaking other activities in order to dematerialise shares and conclude agreements with Krajowy Depozyt Papierów Wartościowych S.A. about the registration of shares, granting subscription or the pre-emptive rights;
d) adopting resolutions and undertaking other activities regarding share emission through a public offering or applying for admission of shares for trading on the regulated market, rights to shares or the pre-emptive rights.”
The paragraph § 7 c was added, worded as follows:
„Following the approval of the Supervising Board of the Company, the Management Board may include or limit the pre-emptive rights on the new shares for the existing shareholders. The pre-emptive rights on the new shares concern the raise of the Company’s share capital within the framework of the authorized capital, Article 7b, on the basis of the authorisation granted to the Management Board. The approval of the Supervisory Board should be provided each time before the raise of the Company’s share capital within the framework of the authorised capital. The approval of the Supervisory Board, referred to in this paragraph, should be issued as a regulation adopted on the general rules determined in the present Articles of Association.”
The changes in the Articles of Association of the Company will enter into force from the date of their registration in the Register of Entrepreneurs of the National Court Register.
