Pre-Annual General Meeting Information • Feb 26, 2024
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Draft resolutions for the Extraordinary General Meeting of ManyDev Studio SE
„Resolution No.1
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the election of the Chairman of the Extraordinary General Meeting
Acting pursuant to Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting of the Company resolves:
§ 1
To elect as Chairman of the Extraordinary General Meeting of the Company to be held on March 27th 2024 Ms./Ms. _________________ .
§ 2
The resolution comes into force upon its adoption."
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL ASSEMBLY
The resolution concerns a point of order. The election of the Chairman of the General Meeting is a statutory requirement under Article 409 § 1 of the Commercial Companies Code. According to the disposition of the cited provision, the Chairman of the General Meeting is responsible for the conduct of the General Meeting, decides whether to proceed to the vote, gives the floor, states the content of the resolutions to be voted on, and states after the vote whether they have been adopted. Without the election of a Chairman, the General Meeting has no authority to pass effective resolutions.
„Resolution No.2
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on Recission of the secrecy of the Meeting on the election of the Returning Committee.
§1
Acting pursuant to Article 420 § 3 of the Code of Commercial Companies, the Extraordinary General Meeting of the Company decides to waive the secrecy of voting in the election of the Returning Committee.
§2
The resolution shall become effective upon adoption."
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
Adoption of the above resolution results from Article 420 § 3 of the Code of Commercial Companies, which provides for the possibility of adopting a resolution to waive the secrecy of voting in matters concerning the election of a committee appointed by the General Meeting. The Ballot-Counting Committee is a committee appointed by the General Meeting, so there is a possibility to waive the secrecy of the vote on the election of this committee. In the event that there is no motion to adopt a resolution to waive the secrecy of voting in the election of the Ballot-Counting Committee, the resolution will not be adopted.
„Resolution No. 3
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
election of the Returning Committee
§1
The following persons are appointed as members of the Returning Committee:
§2
The resolution comes into force upon its adoption.”
ALTERNATIVELY
„Resolution No. 3
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on resignation of the election of the Returning Committee
§1
The Extraordinary General Meeting of the Company resolves to resign from the election of the Scrutiny Committee at the Extraordinary General Meeting of the Company to be held on March 27th, 2024, and to entrust its duties to the Chairman of the Extraordinary General Meeting of the Company.
§ 2
The resolution shall become effective upon adoption."
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
The resolution concerns a matter of order. Referring, inter alia, to Article 420 § 3 of the Commercial Companies Code, the General Meeting may appoint a ballot counting committee, whose task is to count the votes cast by shareholders during the General Meeting in order to ensure the proper conduct of the General Meeting. However, in justified cases, it may be reasonable to request that the election of a ballot counting committee be waived, which may accelerate the process of counting votes, while not affecting its reliability and correctness, particularly when this function is entrusted to the Chairman of the General Meeting pursuant to Article 409 § 1 of the Commercial Companies Code.
„Resolution No. 4
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the adoption of the agenda of the Extraordinary General Meeting
The Extraordinary General Meeting of the Company resolves as follows:
§ 1
§ 2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
The resolution is procedural in nature. The General Meeting deliberates in accordance with the adopted agenda, and in accordance with the disposition of Article 404 § 1 of the Commercial Companies Code, a duly convened General Meeting may effectively vote only on the resolutions included in the agenda, unless the entire share capital is represented at the General Meeting and no one attending has objected to voting beyond the subject of the agenda. The agenda is provided for in the notice convening the Extraordinary General Meeting.
„Resolution No. 5
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the appointment of a member of the Supervisory Board of the Company
§1
Pursuant to Article 385 §1 of the Code of Commercial Companies and § 18 section 1 of the Company's Articles of Association, the Extraordinary General Meeting appoints Mr./Ms. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, to the Company's Supervisory Board for the new term of office starting on March 27th, 2024.
§2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
According to article 385§ 1 of the Commercial Companies Code, the supervisory board consists of at least three and in public companies at least five, members, appointed and dismissed by the general meeting. Pursuant to §18 section 1 of the Company's Articles of Association, the Supervisory Board consists of 5 to 9 members elected by the General Meeting, and the term of office of the Supervisory Board is joint and lasts three years. However, pursuant to art. 386 § 2 in connection with art. 369 of the Commercial Companies Code, as a result of the resignation of all current members of the Supervisory Board during their joint term of office, the mandates of all members of the Supervisory Board expired at the same time, so the subsequent members will no longer continue their joint term of office, but will start a new joint term of office. In connection with the above, the draft of this resolution was presented for discussion at the Ordinary General Meeting.
„Resolution No. 6
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the appointment of a member of the Supervisory Board of the Company
§1
Pursuant to Article 385 §1 of the Code of Commercial Companies and § 18 section 1 of the Company's Articles of Association, the Extraordinary General Meeting appoints Mr./Ms. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, to the Company's Supervisory Board for the new term of office starting on March 27th, 2024.
§2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
According to article 385§ 1 of the Commercial Companies Code, the supervisory board consists of at least three and in public companies at least five, members, appointed and dismissed by the general meeting. Pursuant to §18 section 1 of the Company's Articles of Association, the Supervisory Board consists of 5 to 9 members elected by the General Meeting, and the term of office of the Supervisory Board is joint and lasts three years. However, pursuant to art. 386 § 2 in connection with art. 369 of the Commercial Companies Code, as a result of the resignation of all current members of the Supervisory Board during their joint term of office, the mandates of all members of the Supervisory Board expired at the same time, so the subsequent members will no longer continue their joint term of office, but will start a new joint term of office. In connection with the above, the draft of this resolution was presented for discussion at the Ordinary General Meeting.
„Resolution No. 7
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the appointment of a member of the Supervisory Board of the Company
§1
Pursuant to Article 385 §1 of the Code of Commercial Companies and § 18 section 1 of the Company's Articles of Association, the Extraordinary General Meeting appoints Mr./Ms. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, to the Company's Supervisory Board for the new term of office starting on March 27th, 2024.
§2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
According to article 385§ 1 of the Commercial Companies Code, the supervisory board consists of at least three and in public companies at least five, members, appointed and dismissed by the general meeting. Pursuant to §18 section 1 of the Company's Articles of Association, the Supervisory Board consists of 5 to 9 members elected by the General Meeting, and the term of office of the Supervisory Board is joint and lasts three years. However, pursuant to art. 386 § 2 in connection with art. 369 of the Commercial Companies Code, as a result of the resignation of all current members of the Supervisory Board during their joint term of office, the mandates of all members of the Supervisory Board expired at the same time, so the subsequent members will no longer continue their joint term of office, but will start a new joint term of office. In connection with the above, the draft of this resolution was presented for discussion at the Ordinary General Meeting.
„Resolution No. 8
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the appointment of a member of the Supervisory Board of the Company
§1
Pursuant to Article 385 §1 of the Code of Commercial Companies and § 18 section 1 of the Company's Articles of Association, the Extraordinary General Meeting appoints Mr./Ms. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, to the Company's Supervisory Board for the new term of office starting on March 27th, 2024.
§2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
According to article 385§ 1 of the Commercial Companies Code, the supervisory board consists of at least three and in public companies at least five, members, appointed and dismissed by the general meeting. Pursuant to §18 section 1 of the Company's Articles of Association, the Supervisory Board consists of 5 to 9 members elected by the General Meeting, and the term of office of the Supervisory Board is joint and lasts three years. However, pursuant to art. 386 § 2 in connection with art. 369 of the Commercial Companies Code, as a result of the resignation of all current members of the Supervisory Board during their joint term of office, the mandates of all members of the Supervisory Board expired at the same time, so the subsequent members will no longer continue their joint term of office, but will start a new joint term of office. In connection with the above, the draft of this resolution was presented for discussion at the Ordinary General Meeting.
„Resolution No. 9
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the appointment of a member of the Supervisory Board of the Company
§1
Pursuant to Article 385 §1 of the Code of Commercial Companies and § 18 section 1 of the Company's Articles of Association, the Extraordinary General Meeting appoints Mr./Ms. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, to the Company's Supervisory Board for the new term of office starting on March 27th, 2024.
§2
The resolution comes into force upon its adoption.”
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
According to article 385§ 1 of the Commercial Companies Code, the supervisory board consists of at least three and in public companies at least five, members, appointed and dismissed by the general meeting. Pursuant to §18 section 1 of the Company's Articles of Association, the Supervisory Board consists of 5 to 9 members elected by the General Meeting, and the term of office of the Supervisory Board is joint and lasts three years. However, pursuant to art. 386 § 2 in connection with art. 369 of the Commercial Companies Code, as a result of the resignation of all current members of the Supervisory Board during their joint term of office, the mandates of all members of the Supervisory Board expired at the same time, so the subsequent members will no longer continue their joint term of office, but will start a new joint term of office. In connection with the above, the draft of this resolution was presented for discussion at the Ordinary General Meeting.
„Resolution No. 10
of the Extraordinary General Meeting of
ManyDev Studio SE with its registered office in Warsaw
of March 27th 2024
on the consolidation of shares and amending the Company’s Articles of Association
§1
Extraordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw, acting pursuant to Art. 430 of the Commercial Companies Code, hereby merge the shares (resplit) by changing the nominal value of ManyDev Studio SE with its registered office in Warsaw shares of each series to EUR 0.10 (ten euro cents) instead of the current nominal value of shares of EUR 0.02 (two euro cents) and proportionally reduces the total number of ManyDev Studio SE with its registered office in Warsaw shares all series from the number 22,600,000 (twenty-two million six hundred thousand) to the number 4,520,000 (four million five hundred twenty thousand), while maintaining the amount of the share capital unchanged.
The Extraordinary General Meeting of ManyDev Studio SE authorizes the Management Board of ManyDev Studio SE to take all possible actions consistent with applicable law, including those not specified in this resolution, aimed at consolidating the shares of ManyDev Studio SE in such a way that five shares of ManyDev Studio SE with a nominal value of EUR 0.02 (two euro cents) each will be exchanged for one ManyDev Studio SE share with a nominal value of EUR 0.10 (ten euro cents).
The Extraordinary General Meeting of ManyDev Studio SE authorizes the Management Board of ManyDev Studio SE to submit a request to the Warsaw Stock Exchange S.A. for suspension of stock exchange quotations in order to carry out the consolidation (merger) of ManyDev Studio SE shares.
The Extraordinary General Meeting of ManyDev Studio SE authorizes the Management Board of ManyDev Studio SE to perform all necessary factual and legal actions related to the registration of the changed nominal value of ManyDev Studio SE shares and their number in the National Depository for Securities S.A., which changes will be recorded and will appear in the form entry on the individual securities accounts of each shareholder of ManyDev Studio SE. This will be done through the system operated by the National Depository for Securities S.A.
The Extraordinary General Meeting of ManyDev Studio SE decides that any consolidation shortfalls will be made up at the expense of share rights held by the Entity indicated by the Management Board (Entity Supplementing Shares), with which an agreement will be signed under which the indicated Entity will transfer ManyDev Studio SE shares free of charge to the shareholders having consolidation deficiencies, to the extent necessary to eliminate these deficiencies and enable the holders of these consolidation deficiencies to receive one share of ManyDev Studio SE with a new nominal value of EUR 0.10 (ten euro cents) provided that this resolution on the consolidation of shares is adopted by the Extraordinary General Meeting of Shareholders, registration by the registry court of an amendment to the statute taking into account the new nominal value of ManyDev Studio SE shares in the amount of EUR 0.10 (ten euro cents).
The contract will be performed on the day of consolidation of ManyDev Studio SE shares in the securities depository operated by the National Depository for Securities S.A. The shares will be merged after the suspension of quotations and the registration of the amendment to the Company's Articles of Association.
Shareholders of ManyDev Studio SE who, before the consolidation, had a number of shares that made their entire consolidation impossible, i.e. shares with a nominal value of EUR 0.02 (two eurocents) each, after taking into account the consolidation of the remaining shares held by them in the proportion of 5:1, will become entitled to receive one share with a nominal value of EUR 0.10 (ten euro cents), and the rights of the Stock Supplementary Entity to receive, in exchange for the shares it holds, shares with a nominal value of EUR 0.10 (ten euro cents) each, will be reduced by this number these shares, which will be necessary to completely merge the shares of the remaining shareholders.
§ 2
In connection with the merger (consolidation) of shares referred to in this resolution, the Extraordinary General Meeting of the Company amends the Company's Act covered by a notarial deed prepared by the Grażyna Popiłko, a notary in Sierpc, on January 3th, 2018, No Rep. A-54/2018, with changes, in such a way that Art.6 is given the following new wording:
“Art. 6
1. The share capital of the Company amounts to EUR 452,000.00 (in words: four hundred and fifty-two thousand EURO).
2. The Company's share capital is divided into 4,520,000 (four million five hundred and twenty thousand) shares with a nominal value of EUR 0.10 (ten euro cents) each share.
3. The share capital is divided into:
- series A2 shares in the amount of 47,140 (forty-seven thousand one hundred and forty) bearer shares from number 00.001 to number 47,140, with a nominal value of EUR 0.10 (ten eurocents) each share;
- series B shares in the amount of 8,000 (eight thousand) bearer shares from number 0.001 to number 8,000, with a value of EUR 0.10 (ten euro cents) each share;
- series C shares in the amount of 21,400 (twenty-one thousand four hundred) bearer shares from number 00.001 to number 21,400, with a nominal value of EUR 0.10 (ten eurocents) each share;
- series D shares in the amount of 40,000 (forty thousand) bearer shares from number 00.001 to number 40,000, with a nominal value of EUR 0.10 (ten euro cents) each share;
- series E shares in the amount of 120,000 (one hundred and twenty thousand) bearer shares from number 000.001 to number 120,000, with a nominal value of EUR 0.10 (ten euro cents) each share;
- series F shares in the amount of 1,015,260 (one million fifteen thousand two hundred and sixty) bearer shares from number 0,000,001 to number 1,015,260, with a nominal value of EUR 0.10 (ten euro cents) each share;
- series G shares in the amount of 148,200 (one hundred and forty-eight thousand two hundred) bearer shares from number 000.001 to number 148.200, with a nominal value of EUR 0.10 (ten eurocents) each share;
- series H shares in the amount of 2,800,000 (two million eight hundred thousand) bearer shares from number 0,000,001 to number 2,800,000, with a nominal value of EUR 0.10 (ten euro cents) each share;
- series I shares in the amount of 320,000 (three hundred and twenty thousand) bearer shares from number 000.001 to number 320,000, with a nominal value of EUR 0.10 (ten euro cents) each share.
§3
Pursuant to Art. 430 § 5 of the Commercial Companies Code, the Extraordinary General Meeting of the Company authorizes the Supervisory Board of the Company to establish the uniform text of the Company's Statute, taking into account the changes introduced by this resolution.
§ 4
The resolution comes into force on the date of registration of the merger referred to in this Resolution, however, for their validity, changes to the Company's Articles of Association require registration by the registry court competent for the Company.
JUSTIFICATION OF THE DRAFT RESOLUTION OF THE GENERAL MEETING
Resplit of shares may have a positive impact on the valuation of shares, as well as stabilize the price or improve trading liquidity, or avoid the possible qualification of the Company's shares to the alert list segment of the Warsaw Stock Exchange. Due to the above, the draft of this resolution was presented for discussion at the Extraordinary General Meeting.
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