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 16 January

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 16 January 2024 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 increasing the Company's share capital by PLN 13,783.60 (thirteen thousand seven hundred and eighty-three zlotys and sixty groszy) through the issue of 137.836 (one hundred and thirty-seven thousand eight hundred and thirty-six) new ordinary registered shares of series H, 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 (the Cypriot company Sklodowski Holdings Limited, with registered office in Larnaca), together with simultaneous deprivation of the Company's existing shareholders of the pre-emptive right in full; 
  8. Adoption of a resolution to amend §3.1 of the Company's Articles of Association;
  9. Adoption of a resolution to amend §5.2 of the Company's Articles of Association;
  10. Adoption of a resolution to amend §5.8 of the Company's Articles of Association;
  11. Adoption of a resolution to amend §5.9 of the Company's Articles of Association; 
  12. Adoption of a resolution to amend §5.10 of the Company's Articles of Association; 
  13. Adoption of a resolution to amend §13.3.1-3.2. of the Company's Articles of Association;
  14. Adoption of a resolution to adopt the consolidated text of the Company's Articles of Association; 
  15. Adoption of a resolution to authorise the Company to acquire shares in the Company for cancellation; 
  16. 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 proposed amendments to the Company's Articles of Association:

  1. Current wording of §3.1 of the Articles of Association: 

The share capital of the Company 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).
  1. Proposed new wording of §3.1 of the Company's Articles of Association: 

The share capital of the Company amounts to PLN 154,958.50 (one hundred and fifty-four thousand nine hundred and fifty-eight zlotys, fifty cents) and is divided into 1,549,585 (one million five hundred and forty-nine thousand five hundred and eighty-five) registered shares, with a nominal value of PLN 0.10 (ten cents) 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).
  8. 137,836 (one hundred and thirty-seven thousand eight hundred and thirty-six) ordinary registered shares of series H, with a nominal value of PLN 0.1 (ten groszy) each share, with a total nominal value of PLN 13,783.60 (thirteen thousand seven hundred and eighty-three zlotys 60/100)
  1. Current wording of §5.2 of the Articles of Association: 

(2) Subject to the further provisions of this paragraph, the transfer or encumbrance of registered shares, other than to Marcin Ryba (date of birth: 9 October 1974) and Hubert Pudzianowski PESEL: 77063001396 requires the consent of the Company's Board of Directors. Disposal or encumbrance of shares in violation of the provisions of this paragraph shall be ineffective against the Company.

  1. Proposed new wording of §5.2 of the Articles of Association: 

(2) Subject to the further provisions of this paragraph, the transfer or encumbrance of registered shares shall require the approval of the Board of Directors of the Company. Disposal or encumbrance of shares in violation of the provisions of this paragraph shall be ineffective against the Company.

  1. Current wording of §5.8 of the Articles of Association: 

Any shareholder of the Company holding shares representing at least 10% of the Company's share capital, as well as shareholders Marcin Ryba (date of birth: 9 October 1974) and Hubert Pudzianowski PESEL: 77063001396, irrespective of the number of shares they hold in the Company's share capital (each shareholder entitled to the Priority Right will be referred to as an "Eligible Shareholder").

  1. Proposed new wording of §5.8 of the Company's Articles of Association: 

Any shareholder of the Company holding shares representing at least 10% of the Company's share capital as well as the shareholders: (a) Marcin Ryba (date of birth: 9 October 1974.), (b) Hubert Pudzianowski (PESEL: 77063001396) and (c) Sklodowski Holdings Limited with its registered office in Larnaca (commercial register number: HE 307350), irrespective of the number of shares they hold in the Company's share capital (each shareholder entitled to the Priority Right will be referred to as an "Eligible Shareholder"). The Pre-Emptive Right does not apply if the Company shares are to be sold by: (a) FerrumLabs sp. z o.o. (KRS: 0000792154), (b) Marcin Ryba (date of birth: 9 October 1974), (c) Hubert Pudzianowski (PESEL: 77063001396) or (d) Sklodowski Holdings Limited with its registered office in Larnaca (commercial register entry no.: HE 307350). 

  1. Current wording of §5.9 of the Articles of Association: 

9 The Right of Connection (hereinafter: "Right of Connection") means the independent entitlement of Marcin Ryba (date of birth: 9 October 1974) and the independent entitlement of Hubert Pudzianowski PESEL: 77063001396 (each of them will be hereinafter referred to as the "Eligible Investor") to join FerrumLabs sp. z o.o. with its registered office in Warsaw KRS: 0000792154 (hereinafter referred to as the "Majority Shareholder") in the event of an intention to sell all shares held by the Majority Shareholder in the share capital of the Company to another entity (a person who is a shareholder or a third party - hereinafter referred to as the "Purchaser of All Shares") - on identical terms and conditions as those proposed to the Majority Shareholder. 

  1. Proposed new wording of §5.9 of the Company's Articles of Association: 

9 The Right of Admission (the "Admission Right") means the independent entitlement of (a) shareholder Marcin Ryba (PESEL: 74100903499), (b) the independent entitlement of shareholder Hubert Pudzianowski PESEL: 77063001396 and (c) shareholder Sklodowski Holdings Limited, Larnaca, Poland (Commercial Register entry no.: HE 307350) (where each of them will be referred to as the "Eligible Investor") to join FerrumLabs sp. z o.o. with its registered office in Warsaw KRS: 0000792154 (hereinafter the "Majority Shareholder") in the event of an intention to sell all shares held by the Majority Shareholder in the share capital of the Company to another entity (a person who is a shareholder or a third party - hereinafter the "Purchaser of All Shares") - on identical terms and conditions as those proposed to the Majority Shareholder.

  1. Current wording of §5.10 of the Articles of Association: 

10. the Right of Attraction to sell shares (hereinafter: "Right of Attraction") means the joint entitlement of Marcin Ryba (date of birth: 9 October 1974), Hubert Pudzianowski PESEL: 77063001396 and FerrumLabs Sp. z o.o. with registered office in Warsaw KRS: 0000792154 (hereinafter collectively referred to as the "Attracting Shareholders") to demand that all other shareholders of the Company (hereinafter: "Other Shareholders") sell some or all of their shares in the Company (hereinafter: "Demand to Sell Shares") together with the Attracting Shareholders to a purchaser proposed by the Attracting Shareholders (hereinafter: the "Proposed Purchaser") on identical terms and conditions as those offered to the Attracting Shareholders by the Proposed Purchaser.

  1. Proposed new wording of §5.10 of the Articles of Association: 

10. the Right of Attraction to dispose of shares (hereinafter: the "Right of Attraction") means the joint entitlement of the shareholders: (a) Marcin Ryba (PESEL: 74100903499), (b) Hubert Pudzianowski (PESEL: 77063001396), (c) Sklodowski Holdings Limited with its registered office in Larnaca (Commercial Register entry no.: HE 307350) and (d) FerrumLabs Sp. z o.o. with its registered office in Warsaw KRS: 0000792154 (hereinafter collectively referred to as the "Attracting Shareholders") to demand that all other shareholders of the Company (hereinafter referred to as the "Other Shareholders") sell some or all of their shares in the Company (hereinafter: "Demand to Sell Shares") together with the Attracting Shareholders to a purchaser proposed by the Attracting Shareholders (hereinafter: the "Proposed Purchaser") on identical terms and conditions as those offered to the Attracting Shareholders by the Proposed Purchaser.

  1. Current wording of §13.3.3.1-3.2. of the Company's Articles of Association: 

(3) In the event of (i) a simultaneous sale of shares by all shareholders of the Company, or (ii) as part of the liquidation of the Company, or (iii) a lease, exclusive licence or other disposition of all or a material part of the assets of the Company in return for consideration (hereinafter referred to as an "Exit Transaction"), taking into account in each case the valuation of 100% shares (i.e. in the case of (i) assuming the situation as if the sale of 100% shares of the Company were taking place and in the case of (ii) assuming the situation as if the Company were being liquidated under this Agreement and the Companies Act), or (iii) the distribution of the Company's profit obtained after the leasing, exclusive licensing or other disposition of all or a material part of the Company's assets in exchange for remuneration, resulting in, with a pro rata distribution of funds in relation to the shares held, shareholders Marcin Ryba (date of birth. 9 October 1974) or Hubert Pudzianowski PESEL: 77063001396 were to receive an amount less than or equal to their financial contribution:

3.1 In the first instance, Marcin Ryba and Hubert Pudzianowski receive, as part of the Exit Distribution, funds up to an amount equal to their contribution - Liquidation Preference;

3.2. the remaining funds after payment of the amounts under the points above will be distributed to all shareholders in proportion to their percentage of the Company's share capital.

  1. Proposed new wording of §13.3.3.1-3.2. of the Articles of Association: 

(3) In the event of (i) a simultaneous sale of shares by all shareholders of the Company, or (ii) as part of the liquidation of the Company, or (iii) a lease, exclusive licence or other disposition of all or a material part of the assets of the Company in return for consideration (hereinafter referred to as an "Exit Transaction"), taking into account in each case the valuation of 100% shares (i.e. in the case of clause (i) assuming the situation as if the sale of 100% shares of the Company were taking place and in the case of clause (ii) assuming the situation as if the Company were being liquidated pursuant to this Agreement and the Companies Act) or (iii) the distribution of the Company's profit obtained after the leasing, exclusive licensing or other disposition of all or a material part of the Company's assets in exchange for consideration, resulting in, with a pro rata distribution of funds in relation to the shares held, shareholders (a) Marcin Ryba (date of birth. 9 October 1974) or (b) Hubert Pudzianowski (PESEL: 77063001396) or (c) Sklodowski Holdings Limited, Larnaca (Commercial Register entry no.: HE 307350) (collectively, the "Preferred Shareholders") were to receive an amount less than or equal to their financial contribution:

3.1 In the first instance, the Preference Shareholders shall receive, as part of the Exit Distribution, funds up to an amount equal to their contribution - the Liquidation Preference;

3.2. the remaining funds after payment of the amounts under the points above will be distributed to all shareholders in proportion to their percentage of the Company's share capital.

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INFORMATION ON CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

INFORMATION ON CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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