INFORMATION ON THE CONVENING OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
The Management Board of FerrumLabs S.A. based in Warsaw at ul. Puławska 12/3, KRS: 0000902960, NIP: 5213930091 ("Company"), convenes the Ordinary General Meeting of Shareholders of the Company on August 23, 2022, at 1:00 PM. 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. The announcement of the convening of the Meeting was published in the Court and Economic Monitor on July 20, 2022 (MSiG no. 139/2022 item 38469).
Agenda:
1. Opening of the Meeting
2. Election of the Chairperson of the Meeting. Preparation of the attendance list
3.Determination of the validity of convening the Meeting and the ability to adopt resolutions
4. Adoption of the agenda
5. Adoption of the resolution to lift the secrecy of voting regarding the election of the Scrutiny Committee
6. Election of the Scrutiny Committee
7. Presentation by the Management Board of the Company's report on activities in 2021 and the Company's financial report for 2021.
8. Presentation by the Supervisory Board of the Company of the report on activities in 2021 and the results of the assessment of the Management Board's report on the Company's activities
9.Adoption of resolutions regarding:
- consideration and approval of the Management Board's report on the Company's activities for 2021.
- consideration and approval of the Company's financial statements for 2021.
- approval of the Supervisory Board's report for 2021.
- covering the loss for 2021.
- granting discharge to the President of the Management Board for the performance of duties in 2021.
- granting discharge to the Members of the Supervisory Board for the performance of duties in 2021.
- increase of the Company's share capital by the amount of 5,067.60 PLN through the issuance of 50,676 new ordinary registered shares of series F with a nominal value of 0.10 PLN each, by way of private subscription through an offer made by the Company and its acceptance by designated recipients (Marcin Ryba, Hubert Pudzianowski, Artur Klimczak), along with the simultaneous deprivation of existing shareholders of the Company of the right to subscribe in full
- amendment of §3 of the Company's Articles of Association
- confirmation of the loan agreement concluded between the Company and Marcin Ryba – a member of the Supervisory Board
10.Closure of the Meeting
Shareholders may participate in the Meeting in person or by proxy. The proxy to participate in the Meeting and exercise the voting right must be in written form, under pain of nullity. The Company's Management additionally 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 wording of §3 of the Company's Articles of Association:
1. The share capital of the Company amounts to 130,913.50 PLN (one hundred thirty thousand nine hundred thirteen zlotys and fifty groszy) and is divided into 1,309.135 (one million three hundred nine thousand one hundred thirty-five) registered shares, with a nominal value of 0.10 PLN (ten groszy) each, including:
a) 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);
b) 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);
c) 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);
d) 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).
e) 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).
2. 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:
1. 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:
a) 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);
b) 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 4,011.20 PLN (four thousand eleven zlotys, 20/100);
c) 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);
d) 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).
e) 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).
f) 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).
2. The share capital has been fully covered before the Company was registered in the KRS business register.