The Management Board of the company operating under the name "Międzynarodowe Targi Gdańskie" Spółka Akcyjna, with its registered office in Gdańsk at ul. Żaglowa 11, 80-560 Gdańsk, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, under KRS number 0000038362, with share capital of PLN 42,012,300.00 (paid up in full), NIP 584-025-37-05, REGON: 001363012 (hereinafter the "Company"), hereby convenes an Extraordinary General Meeting for 30 January 2023 at 10.00, to be held at the Company's registered office in Gdańsk at ul. Żaglowa 11, with the following agenda:
- Opening of the General Meeting.
- Election of the Credentials and Vote-Counting Committee.
- Election of the Chairperson of the General Meeting.
- Confirmation that the General Meeting has been duly convened and is capable of adopting resolutions.
- Adoption of the proposed agenda.
- Presentation by the Management Board of a written opinion justifying the reasons for excluding pre-emptive rights on shares in the increased share capital, and the proposed issue price of the shares.
- Adoption of resolutions on:
- granting consent to acquire from Polski Fundusz Rozwoju S.A. 200,000 of the Company's own series N shares for a total amount of PLN 69,600,000.00 (in words: sixty-nine million six hundred thousand), and granting authorisation to the Management Board of Międzynarodowe Targi Gdańskie S.A. to conclude with Polski Fundusz Rozwoju S.A. agreements for the sale of 200,000 series N shares for a total amount of PLN 69,600,000.00 (in words: sixty-nine million six hundred thousand),
- depriving shareholders of pre-emptive rights on shares in the increased share capital,
- setting the issue price of series AB shares,
- increasing the Company's share capital by PLN 2,219,350.00 (in words: two million two hundred nineteen thousand three hundred fifty) through the issue of 44,387 (in words: forty-four thousand three hundred eighty-seven) new bearer shares of series AB with a nominal value of PLN 50.00 (fifty) each, by way of a private subscription offered to the Gdańsk City Municipality for 44,387 (in words: forty-four thousand three hundred eighty-seven) series AB bearer shares. All series AB bearer shares are to be paid up in full in cash in a total amount equal to their number multiplied by the set issue price, under an agreement concluded with the Gdańsk City Municipality no later than 10 February 2023,
- amendments to the Company's Articles of Association: amendment of § 4(1), addition of point x) in § 4(2),
- adoption of the consolidated text of the Company's Articles of Association in connection with the amendment of § 4(1) and the addition of point x) in § 4(2),
- consent to allocate PLN 8,700,000 (in words: eight million seven hundred thousand) from reserve capital, pursuant to Article 348 § 1 of the Commercial Companies Code in conjunction with Article 360 § 2(2) and Article 396 § 5 of the Commercial Companies Code, towards payment of remuneration to Polski Fundusz Rozwoju S.A. for the Company's acquisition of series N shares numbered 423,035 to 448,034 for the purpose of their redemption,
- ordering a recess in the proceedings of the General Meeting,
After the proceedings resume: - redemption of the Company's own series N shares acquired from Polski Fundusz Rozwoju S.A., numbered 423,035 to 448,034 (inclusive),
- reducing the Company's share capital by PLN 1,250,000.00 (in words: one million two hundred fifty thousand) through the redemption of 25,000 (in words: twenty-five thousand) series N shares acquired from Polski Fundusz Rozwoju S.A., numbered 423,035 to 448,034 inclusive,
- amendments to the Company's Articles of Association: amendment of § 4(1), amendment of point n) in § 4(2),
- adoption of the consolidated text of the Company's Articles of Association in connection with the amendment of § 4(1) and § 4(2)(n),
- adoption of amendments to the Supervisory Board Rules of Procedure in § 2(1) and § 2(2)(b), and adoption of the consolidated text of the Supervisory Board Rules of Procedure.
- Closing of the General Meeting.
The right to participate in the General Meeting is vested in shareholders in accordance with Article 406 § 1 of the Commercial Companies Code.
Pursuant to Article 402 § 2 of the Commercial Companies Code, the Management Board hereby announces the content of the proposed amendments to the Company's Articles of Association:
I. First amendment to the Company's Articles of Association
- In place of the current § 4(1) of the Articles of Association, which reads:
"The Company's share capital amounts to PLN 42,012,300.00 (forty-two million twelve thousand three hundred) and is divided into 840,246 (eight hundred forty thousand two hundred forty-six) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares, 276,574 (two hundred seventy-six thousand five hundred seventy-four) ordinary registered shares, and 562,872 (five hundred sixty-two thousand eight hundred seventy-two) ordinary bearer shares."
a new wording of § 4(1) of the Articles of Association is proposed (in connection with the resolution to increase share capital by PLN 2,219,350.00):
"The Company's share capital amounts to PLN 44,231,650.00 (forty-four million two hundred thirty-one thousand six hundred fifty) and is divided into 884,633 (eight hundred eighty-four thousand six hundred thirty-three) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares, 276,574 (two hundred seventy-six thousand five hundred seventy-four) ordinary registered shares, and 607,259 (six hundred seven thousand two hundred fifty-nine) ordinary bearer shares." - In § 4(2) of the Articles of Association, a previously non-existent point x) is added, reading as follows:
"x) ordinary bearer shares of the twenty-first series AB issue, numbering 44,387 (forty-four thousand three hundred eighty-seven), from number AB 839 927 to number AB 884 313 inclusive
II. Second amendment to the Company's Articles of Association
- In place of the current § 4(1) of the Articles of Association, which reads:
"The Company's share capital amounts to PLN 44,231,650.00 (forty-four million two hundred thirty-one thousand six hundred fifty) and is divided into 884,633 (eight hundred eighty-four thousand six hundred thirty-three) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares, 276,574 (two hundred seventy-six thousand five hundred seventy-four) ordinary registered shares, and 607,259 (six hundred seven thousand two hundred fifty-nine) ordinary bearer shares."
a new wording of § 4(1) of the Articles of Association is proposed (in connection with the resolution to reduce share capital by PLN 1,250,000.00):
"The Company's share capital amounts to PLN 42,981,650.00 (forty-two million nine hundred eighty-one thousand six hundred fifty) and is divided into 859,633 (eight hundred fifty-nine thousand six hundred thirty-three) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares, 276,574 (two hundred seventy-six thousand five hundred seventy-four) ordinary registered shares, and 582,259 (five hundred eighty-two thousand two hundred fifty-nine) ordinary bearer shares." - In place of the current § 4(2)(n) of the Articles of Association, which reads:
"ordinary bearer shares of the thirteenth series N issue, numbering 200,000 (two hundred thousand), from number 423035 to number 623034 inclusive".
a new wording of § 4(2)(n) of the Articles of Association is proposed:
"ordinary bearer shares of the thirteenth series N issue, numbering 175,000 (one hundred seventy-five thousand), from number 448 035 to number 623034 inclusive".