AGM Information • Oct 1, 2019
AGM Information
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Subject: Resolutions adopted by the Extraordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 30 September 2019
Current Report no. 41/2019
The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Wrocław, Poland (the "Company"), hereby presentsresolutions adopted by the Extraordinary General Shareholders Meeting on30 September 2019.
Resolution No. 1
of the Extraordinary General Meeting of:
Pfleiderer Group Spółka Akcyjna of 30 September 2019
on election of the Chairman
Extraordinary General Meeting of Shareholders of the company underbusiness name: Pfleiderer Group S.A. with its registered office inWrocław resolves to elect Rafał Kamiński as the Chairman of the GeneralMeeting.
In voting on Resolution no. 1 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.
Number of votes "in favour" - 51,760,806, "against" - 0, "abstain" - 0.
Resolution No. 2
of the Extraordinary General Meeting of:
Pfleiderer Group Spółka Akcyjna of 30 September 2019
on adopting the agenda
Extraordinary General Meeting of Shareholders of the company underbusiness name: Pfleiderer Group S.A. with its registered office inWrocław hereby resolves the following agenda of the General Meeting:
1. Opening the Extraordinary General Meeting,
2. Election of the Chairman of the Extraordinary General Meeting,
3. Stating correctness of convocation of the Extraordinary GeneralMeeting and its ability to adopt the resolution,
4. Adopting the agenda of the Extraordinary General Meeting,
5. Adopting the resolution on restoring a documentary form (cancellationof dematerialisation) to the Company's shares and withdrawing theCompany's shares from trade (delisting) on a regulated market operatedby the Warsaw Stock Exchange,
6. Adopting the resolution on amendment of the Articles of Associationof the Company providing means of changing the type of Company' shares,
7. Closing the meeting.
In voting on Resolution no. 2 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.
Number of votes "in favour" - 51,760,806, "against" - 0, "abstain" - 0.
Resolution No. 3
of the Extraordinary General Meeting of:
Pfleiderer Group Spółka Akcyjna of 30 September 2019
on restoring a documentary form (cancellation of dematerialisation) tothe Company's shares and withdrawing the Company's shares from trade(delisting) on a regulated market operated by the Warsaw Stock Exchange.
§1
Extraordinary General Meeting of Shareholders of Pfleiderer Group S.A.(the "Company"), acting pursuant to Article 405(1) of the CommercialCompanies Code (uniform text: of Laws of 2019, item 505, as amended) andArticle 91(4) of the Law of 29 July 2005 on public offering andconditions of introducing financial instruments for organized trade, andpublic companies (uniform text: of Laws of 2019, item 623, as amended)("the Law on offering"), hereby decides to restore a documentary form(to cancel dematerialisation) to all Company's shares namely 64,701,007(sixty-four million seven hundred one thousand and seven) ordinarybearer shares with a nominal value of PLN 0.33 (thirty three groszy)each, including:
a) 49,624,000 (forty-nine million six hundred twenty-four thousand)Series A, B, C, and D ordinary bearer shares; and
b) 15,077,007 (fifteen million seventy-seven thousand and seven) SeriesE ordinary bearer shares.
- registered by Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW")under ISIN PLZPW0000017 ("Shares") and withdraw the Company's Sharesfrom trade (delist) on a regulated market operated by the Warsaw StockExchange ("GPW"), within the term specified in the decision of thePolish Financial Supervision Authority("KNF") on its authorisation torestore a documentary form (to cancel dematerialisation) to the Shares.
§2
The Company's Management Board is authorised to execute this resolution,in particular to:
a) apply to KNF to give its authorisation to restore a documentary form(to cancel dematerialisation) to the Shares,
b) submit an application to withdraw the Shares from trade (delist) on aregulated market operated by GPW,
c) perform all other actual and legal actions required to withdraw theShares from trade (delist) on a regulated market operated by GPW andderegistration of Shares from deposit maintained by KDPW.
§3
1. The resolution shall enter into force on the moment of its adoption.
2. The resolution induces effects in the form of restoring a documentaryform (cancellation of dematerialisation) to the Shares within thedeadline to be fixed by KNF for the restoration of a documentary form(cancellation of dematerialisation) to the Company's Shares.
Exclusion of the Shares from trade (delisting) on a regulated marketoperated by GPW will be performed within the deadline to be fixed byGPW's Management Board.
In voting on Resolution no. 3 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.
Number of votes "in favour" - 51,760,806, "against" - 0, "abstain" - 0.
Resolution No. 4
of the Extraordinary General Meeting of:
Pfleiderer Group Spółka Akcyjna of 30 September 2019
on amendment of the Articles of Association of the Company providingmeans of changing the type of Company' shares
§1
The General Meeting acting pursuant to Articles 405(1) and 430(1) of theCommercial Companies Code (uniform text: of Laws of 2019, item 505, asamended) and Article 28(2) item 1 of the Company's Articles ofAssociation, hereby resolves to amend Article 10(1) of the Articles ofAssociation to be read as follows:
"10.1. The shares in the Company may be registered or bearer shares. Anyshareholder may request that any bearer shares held by it are convertedinto registered shares, provided that conversion of bearer shares intoregistered shares shall not be permitted for as long as such sharesremain dematerialized with the meaning of the Act on Trading in theFinancial Instruments dated 29 July 2005. The Management Board,following the receipt of such request, will immediately convert theshares and issue new share certificates in accordance with the request."
§2
The resolution shall enter into force upon its adoption, provided thatthe amendments of the Statute will be binding upon their registration inthe register of entrepreneurs of the National Court Register.
In voting on Resolution no. 4 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.
Number of votes "in favour" - 51,760,806, "against" - 0, "abstain" - 0.
No protest was raised to be entered into the minutes during the Meeting.
This report was prepared pursuant to § 19 Section 1 item 6 of theRegulation of Minister of Finance on current and periodic information tobe published by issuers of securities and conditions for recognition asequivalent of information whose disclosure is required under the laws ofa nonmember state, dated March 29th 2018 (Dz. U. 2018, item 757).
01.10.2019
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