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 into the Register of Entrepreneurs of the National Court Register kept by the District Court Gdańsk-North in Gdańsk, 7th Commercial Division of the National Court Register, under KRS number 0000038362, with share capital of PLN 40,332,200.00 (paid up in full), NIP 584-025-37-05, REGON: 001363012, hereby convenes an Ordinary General Meeting for 20 July 2022 at 10.00 a.m., 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 and consideration of the Management Board's report on the Company's activities for the financial year ended 31 December 2021, the financial statements for the financial year ended 31 December 2021, and the Management Board's proposal on the distribution of profit and coverage of losses from previous years.
- Presentation and consideration of the Supervisory Board's report on its activities in the financial year ended 31 December 2021, its assessment of the Management Board's report on the Company's activities for the financial year ended 31 December 2021, the financial statements for the financial year ended 31 December 2021, and the Management Board's proposal on the distribution of profit and coverage of losses from previous years.
- 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:
- approval of the Management Board's report on the Company's activities for the financial year ended 31 December 2021,
- approval of the financial statements for the financial year ended 31 December 2021,
- on the distribution of profit and coverage of losses from previous years,
- granting discharge to members of the Company's Management Board in respect of the performance of their duties in the financial year ended 31 December 2021,
- granting discharge to members of the Company's Supervisory Board in respect of the performance of their duties in the financial year ended 31 December 2021,
- amending the remuneration rules for Members of the Management Board of Międzynarodowe Targi Gdańskie S.A.;
- election of members of the Supervisory Board of Międzynarodowe Targi Gdańskie S.A. for a new term of office,
- depriving shareholders of pre-emptive rights on shares in the increased share capital,
- setting the issue price of series Y and Z shares,
- increasing the Company's share capital by the amount of PLN 1,147,950.00 (in words: one million one hundred and forty-seven thousand nine hundred and fifty złoty) through the issue of 22,959 (in words: twenty-two thousand nine hundred and fifty-nine) new bearer shares of series Y with a nominal value of PLN 50.00 (fifty) each, by way of private subscription, offered to:
- the Gdańsk City Municipality, in the amount of 15,306 (in words: fifteen thousand three hundred and six) series Y bearer shares,
- the Pomorskie Voivodeship, in the amount of 7,653 (in words: seven thousand six hundred and fifty-three) series Y bearer shares,
whereby all series Y bearer shares shall be paid up in full in cash in a total amount equal to the product of their number and the set issue price, on the basis of agreements concluded with the Gdańsk City Municipality and the Pomorskie Voivodeship no later than 5 August 2022,
- amendments to the Company's Articles of Association (First amendment to the Company's Articles of Association):
- deletion of §19(2)(e),
- amendment of §19(3)(b),
- amendment of § 4(1) (in connection with the resolution referred to in point j),
- addition of point w) to § 4(2),
- Adoption of the consolidated text of the Company's Articles of Association
- increasing the Company's share capital by the amount of PLN 532,150.00 (in words: five hundred and thirty-two thousand one hundred and fifty złoty) through the issue of 10,643 (in words: ten thousand six hundred and forty-three) new registered series Z shares with a nominal value of PLN 50.00 (fifty) each, by way of private subscription, offered to the Gdańsk City Municipality in the amount of 10,643 (in words: ten thousand six hundred and forty-three) registered series Z shares,
whereby all registered series Z shares shall be paid up by an in-kind contribution made by the Gdańsk City Municipality in the form of:- a built-up property – plot no. 135/2 within precinct 58, covered by land and mortgage register no. GD1G/00032035/0 kept by the 3rd Land and Mortgage Register Division of the District Court Gdańsk-North in Gdańsk,
- an undeveloped property – plot no. 141 within precinct 58, covered by land and mortgage register no. GD1G/00032036/7 kept by the 3rd Land and Mortgage Register Division of the District Court Gdańsk-North in Gdańsk,
on the basis of a transfer of ownership title.
- amendments to the Company's Articles of Association (in connection with the resolution referred to in point ł), Second amendment to the Company's Articles of Association):
- in § 4(1),
- addition of sub-point 6) to § 4(2)(a),
- adoption of the consolidated text of the Company's Articles of Association.
- 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 §19(3)(b) of the Articles of Association, worded as follows:
"the conclusion, material amendment, termination, dissolution of, or withdrawal from, an agreement under which the Company has incurred a liability or acquired a right of a value exceeding PLN 500,000.00 (five hundred thousand), other than investment loan agreements and current account credit agreements concluded up to 31 October 2015 by the Company with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, with its registered office in Warsaw;"
a new wording of §19(3)(b) of the Articles of Association is proposed:
"the conclusion, material amendment, termination, dissolution of, or withdrawal from, an agreement under which the Company has incurred a monetary liability of a value exceeding PLN 500,000.00 (five hundred thousand), other than investment loan agreements and current account credit agreements concluded up to 31 October 2015 by the Company with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, with its registered office in Warsaw;" - In place of the current § 4(1) of the Articles of Association, which reads:
"The Company's share capital amounts to PLN 40,332,200.00 (forty million three hundred and thirty-two thousand two hundred) and is divided into 806,644 (eight hundred and six thousand six hundred and forty-four) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares and 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares and 539,913 (five hundred and thirty-nine thousand nine hundred and thirteen) ordinary bearer shares."
a new wording of § 4(1) of the Articles of Association is proposed (in connection with the resolution on the increase of share capital by PLN 1,147,950.00):
"The Company's share capital amounts to PLN 41,480,150.00 (forty-one million four hundred and eighty thousand one hundred and fifty) and is divided into 829,603 (eight hundred and twenty-nine thousand six hundred and three) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares and 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares and 562,872 (five hundred and sixty-two thousand eight hundred and seventy-two) ordinary bearer shares." - In § 4(2) of the Articles of Association, a hitherto non-existent point w) is added, worded as follows:
"w) ordinary bearer shares of series Y from the twentieth issue, in the amount of 22,959 (twenty-two thousand nine hundred and fifty-nine), numbered Y 806,325 to Y 829,283 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 41,480,150.00 (forty-one million four hundred and eighty thousand one hundred and fifty) and is divided into 829,603 (eight hundred and twenty-nine thousand six hundred and three) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares and 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares and 562,872 (five hundred and sixty-two thousand eight hundred and seventy-two) ordinary bearer shares."
a new wording of § 4(1) of the Articles of Association is proposed (in connection with the resolution on the increase of share capital by PLN 532,150.00):
"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." - In § 4(2)(a) of the Articles of Association, a hitherto non-existent sub-point 6) is added, worded as follows:
6) non-preferred series Z shares from the twenty-first issue, in a total amount of 10,643 (ten thousand six hundred and forty-three) shares, numbered Z 829,284 to Z 839,926 inclusive.