INFORMATION ON CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Management Board of FerrumLabs S.A., with its registered office in Warsaw at ul. Puławska 12/3, KRS: 0000902960, (the "Company"), convenes the Extraordinary General Meeting of Shareholders of the Company for 9 October

The Management Board of FerrumLabs S.A., with its registered office in Warsaw at ul. Puławska 12/3, KRS: 0000902960, (the "Company"), convenes the Extraordinary General Meeting of Shareholders of the Company for 9 October 2023 at 11:00 a.m. The Meeting will be held at the notary's office: Kopczyński, Groskrejc, Paliszewski Notaries sp.p. at the address: ul. Twarda 18 (floor 12) 00-105 Warsaw.

Agenda: 

  1. Opening of the Assembly;
  2. Election of the Chairman of the Meeting. Preparation of the attendance list;
  3. To declare that the Meeting has been duly convened and is capable of passing resolutions;
  4. Adoption of the agenda;
  5. Adoption of a resolution to waive the secrecy of the vote on the election of the Ballot-Counting Committee;
  6. Election of the Ballot-Counting Committee;
  7. Adoption of a resolution on the confirmation of the investment agreement and the annex to the loan agreement concluded on 4 September 2023, between the Company and Artur Klimczak - member of the Supervisory Board;
  8. Adoption of a resolution on increasing the Company's share capital by the amount of PLN 5,193.80 through the issue of 51,938 new series G ordinary registered shares with a nominal value of PLN 0.10 each, by way of private subscription through an offer made by the Company and accepted by the designated addressee (Mr Artur Klimczak), together with simultaneous deprivation of the Company's existing shareholders' pre-emptive rights in full; 
  9. Adoption of a resolution to amend §3 of the Company's Articles of Association;
  10. Adoption of a resolution on granting consent to the conclusion of a share subscription agreement between the Company and Artur Klimczak - Member of the Supervisory Board;
  11. Closing of the Assembly.

Shareholders may participate in the Meeting in person or by proxy. A proxy to participate in the Meeting and to exercise voting rights must be in writing under pain of invalidity. The Company's Management Board further announces that it is not envisaged to participate in the Meeting by means of electronic communication.

Information on the proposed amendment to §3 of the Company's Articles of Association:

Current wording of §3 of the Company's Articles of Association: 

  1. The Company's share capital amounts to PLN 135,981.10 (one hundred and thirty-five thousand nine hundred and eighty-one zloty ten groszy) and is divided into 1,359,811 (one million three hundred and fifty-nine thousand eight hundred and eleven) registered shares, with a nominal value of PLN 0.10 (ten groszy) each, including: 
    1. 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 100,000.00 (one hundred thousand zlotys); 
    2. 40,112 (forty thousand one hundred and twelve) ordinary registered shares of series B, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 4011.20 (four thousand eleven zlotys, 20/100); 
    3. 88,795 (eighty-eight thousand seven hundred and ninety-five) ordinary registered shares of series C, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 8,879.50 (eight thousand eight hundred and seventy-nine zlotys, 50/100);
    4. 72,893 (seventy-two thousand eight hundred and ninety-three) ordinary registered shares of series D, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 7289.30 (seven thousand two hundred and eighty-nine Polish zloty, 30/100).
    5. 107,335 (one hundred and seven thousand three hundred and thirty-five) ordinary registered shares of series E, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 10,733.50 (ten thousand seven hundred and thirty-three zlotys 50/100). 
    6. 50,676 (fifty thousand six hundred and seventy-six) ordinary registered shares of series F, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 5,067.60 (five thousand sixty-seven zlotys 60/100).
  2. The share capital was fully covered prior to registration of the Company in the Register of Entrepreneurs of the National Court Register.

Proposed new wording of §3 of the Company's Articles of Association: 

  1. The Company's share capital amounts to PLN 141,174.90 (one hundred and forty-one thousand one hundred and seventy-four zlotys, ninety groszy) and is divided into 1,411,749 ( one million four hundred and eleven thousand seven hundred and forty-nine) registered shares, with a nominal value of PLN 0.10 (ten groszy) each, including: 
    1. 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 100,000.00 (one hundred thousand zlotys); 
    2. 40,112 (forty thousand one hundred and twelve) ordinary registered shares of series B, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 4011.20 (four thousand eleven zlotys, 20/100); 
    3. 88,795 (eighty-eight thousand seven hundred and ninety-five) ordinary registered shares of series C, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 8,879.50 (eight thousand eight hundred and seventy-nine zlotys, 50/100);
    4. 72,893 (seventy-two thousand eight hundred and ninety-three) ordinary registered shares of series D, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 7289.30 (seven thousand two hundred and eighty-nine Polish zloty, 30/100).
    5. 107,335 (one hundred and seven thousand three hundred and thirty-five) ordinary registered shares of series E, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 10,733.50 (ten thousand seven hundred and thirty-three zlotys 50/100). 
    6. 50,676 (fifty thousand six hundred and seventy-six) ordinary registered shares of series F, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 5,067.60 (five thousand sixty-seven zlotys 60/100).
    7. 51,938 (fifty-one thousand nine hundred and thirty-eight) ordinary series G registered shares, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 5,193.80 (five thousand one hundred and ninety-three zloty, 80/100).
  2. The share capital was fully covered prior to registration of the Company in the Register of Entrepreneurs of the National Court Register.

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INFORMATION ON CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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12/3 Puławska St,
02-566 Warsaw, Poland
VAT: PL5213930091
NCR:0000902960
[email protected]

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