INFORMATION ON THE CONVENING OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Management Board of FerrumLabs S.A. based in Warsaw at ul. Puławska 12/3, KRS: 0000902960, ("Company"), convenes an Extraordinary General Meeting of Shareholders of the Company on October 9, 2023, at 11:00 AM. The meeting will take place at the notary office: Kopczyński, Groskrejc, Paliszewski Notaries sp.p. at the address: ul. Twarda 18 (12th floor) 00-105 Warsaw.
Agenda:
- Opening of the Meeting;
- Election of the Chairperson of the Meeting. Preparation of the attendance list;
- Confirmation of the validity of the convening of the Meeting and its ability to adopt resolutions;
- Adoption of the agenda;
- Adoption of a resolution to lift the confidentiality of the voting regarding the election of the Election Committee;
- Election of the Election Committee;
- Adoption of a resolution regarding the confirmation of the investment agreement and the annex to the loan agreement concluded on September 4, 2023., between the Company and Artur Klimczak – a member of the Supervisory Board;
- Adoption of a resolution regarding the increase of the Company's share capital by the amount of PLN 5,193.80 through the issuance of 51,938 new ordinary registered shares of series G with a nominal value of PLN 0.10 each, by way of private subscription through an offer made by the Company and its acceptance by a designated addressee (Artur Klimczak), along with the simultaneous deprivation of the existing shareholders of the Company of the right to subscribe in full;
- Adoption of a resolution regarding the amendment of §3 of the Company's Articles of Association;
- Adoption of a resolution regarding the consent to enter into a share subscription agreement between the Company and Artur Klimczak – a member of the Supervisory Board;
- Closure of the Meeting.
Shareholders may participate in the Meeting in person or by proxy. The power of attorney to participate in the Meeting and to exercise the voting right must be in writing, under pain of nullity.The Company's Management informs that participation in the Meeting using electronic communication means is not anticipated.
Information regarding the proposed amendment to §3 of the Company's Articles of Association:
The current text of §3 of the Company's Articles of Association:
- The share capital of the Company amounts to 135,981.10 PLN (one hundred thirty-five thousand nine hundred eighty-one zlotys and ten groszy) and is divided into 1,359,811 (one million three hundred fifty-nine thousand eight hundred eleven) registered shares, with a nominal value of 0.10 PLN (ten groszy) each, including:
- 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of 0.10 PLN (ten groszy) each, with a total nominal value of 100,000.00 PLN (one hundred thousand zlotys);
- 40.112 (forty thousand one hundred twelve) registered ordinary shares of series B, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 4011.20 PLN (four thousand eleven zlotys, 20/100);
- 88,795 (eighty-eight thousand seven hundred ninety-five) registered ordinary shares of series C, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 8,879.50 PLN (eight thousand eight hundred seventy-nine zlotys, 50/100);
- 72,893 (seventy-two thousand eight hundred ninety-three) registered ordinary shares of series D, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 7,289.30 PLN (seven thousand two hundred eighty-nine zlotys, 30/100).
- 107.335 (one hundred thirty-five) registered ordinary shares of series E, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 10,733.50 PLN (ten thousand seven hundred thirty-three zlotys 50/100).
- 50,676 (fifty thousand six hundred seventy-six) registered ordinary shares of series F, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 5,067.60 PLN (five thousand sixty-seven zlotys 60/100).
- The share capital has been fully covered before the Company was registered in the KRS business register.
The proposed new wording of §3 of the Company's Articles of Association:
- The Company's share capital amounts to 141,174.90 PLN (one hundred forty-one thousand one hundred seventy-four zlotys, ninety groszy) and is divided into 1,411.749 (one million four hundred eleven thousand seven hundred forty-nine) registered shares, with a nominal value of 0.10 PLN (ten groszy) each, including:
- 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 100,000.00 PLN (one hundred thousand zlotys);
- 40,112 (forty thousand one hundred twelve) ordinary registered shares of series B, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 4,011.20 PLN (four thousand eleven zlotys, 20/100);
- 88,795 (eighty-eight thousand seven hundred ninety-five) ordinary registered shares of series C, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 8,879.50 PLN (eight thousand eight hundred seventy-nine zlotys, 50/100);
- 72.893 (seventy-two thousand eight hundred ninety-three) registered ordinary shares of series D, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 7289.30 PLN (seven thousand two hundred eighty-nine zlotys, 30/100).
- 107,335 (one hundred seven thousand three hundred thirty-five) registered ordinary shares of series E, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 10,733.50 PLN (ten thousand seven hundred thirty-three zlotys 50/100).
- 50,676 (fifty thousand six hundred seventy-six) registered ordinary shares of series F, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 5,067.60 PLN (five thousand sixty-seven zlotys 60/100).
- 51.938 (fifty-one thousand nine hundred thirty-eight) ordinary registered shares series G, with a nominal value of 0.10 PLN (ten groszy) each share, with a total nominal value of 5,193.80 PLN (five thousand one hundred ninety-three zlotys, 80/100).
- The share capital has been fully covered before the Company was registered in the KRS business register.