The Management Board of Międzynarodowe Targi Gdańskie Spółka Akcyjna, with its registered office in Gdańsk at ul. Żaglowa 11, entered in the National Court Register (KRS) on 24.08.2001 under KRS number: 0000038362 by the District Court Gdańsk – Północ, 7th Commercial Division of the National Court Register, hereby convenes the Ordinary General Meeting for 03 September 2020 at 10.00.
The General Meeting will 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 operations for the financial year ended 31 December 2019, and the financial statements for the financial year ended
31 December 2019, together with the Management Board's motion on the distribution of profit. - Presentation and consideration of the Supervisory Board's report on its activities in the financial year ended 31 December 2019, its assessment of the Management Board's report on the Company's operations for the financial year ended 31 December 2019, the financial statements for the financial year ended 31 December 2019, and the Management Board's motion on the distribution of profit.
- 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 operations for the financial year ended 31 December 2019,
- approval of the financial statements for the financial year ended 31 December 2019,
- distribution of profit,
- granting the members of the Company's Management Board a vote of discharge in respect of the performance of their duties
in the financial year ended 31 December 2019, - granting the members of the Company's Supervisory Board discharge in respect of the performance of their duties in the financial year ended 31 December 2019,
- depriving shareholders of pre-emptive rights on shares in the increased share capital,
- setting the issue price of series U shares and series W shares,
- increasing the Company's share capital by the amount of PLN 4,345,250.00 (four million three hundred and forty-five thousand two hundred and fifty złoty) through the issue of 86,905 (eighty-six thousand nine hundred and five) new registered series U shares and bearer series W shares with a nominal value of PLN 50.00 (fifty) each, by way of a private subscription, offered to:
- the Gdańsk City Municipality, in the amount of 57,455 (fifty-seven thousand four hundred and fifty-five) registered series U shares and 21,950 (twenty-one thousand nine hundred and fifty) bearer series W shares,
- the Pomeranian Voivodeship, in the amount of 7,500 (seven thousand five hundred) bearer series W shares,
whereby all shares:
registered series U shall be covered by an in-kind contribution made by the Gdańsk City Municipality, comprising:
– the developed property – plot no. 429/2 and the developed property – plot no. 430, within precinct no. 140, covered by land and mortgage register no. GD1G/00015331/0 maintained by the 3rd Land and Mortgage Register Division of the District Court Gdańsk Północ in Gdańsk
– the developed property – plot no. 116, within precinct no. 90, covered by land and mortgage register no. GD1G/00043519/7 maintained by the 3rd Land and Mortgage Register Division of the District Court Gdańsk Północ in Gdańsk
on the basis of a transfer of ownership title.
bearer series W shall be covered in full by a cash contribution in the total amount corresponding to the product of their number and the set issue price, pursuant to agreements concluded with the Gdańsk City Municipality and the Pomeranian Voivodeship no later than 10 September 2020,
- amendments to the Company's Articles of Association
- in § 4(1),
- the addition, in § 4(2)(a), of subparagraph 5),
- the addition, in § 4(2), of point t),
- the addition, in § 19(2), of point o),
- adoption of the consolidated text of the Company's Articles of Association,
- adoption of new Rules of Procedure for the Supervisory Board in connection with the addition of § 19(2)(o) to the Articles of Association,
- the General Meeting of Shareholders' selection of the entity to maintain the Company's register of shareholders,
- amendment of Resolution No. 18/2017 of the Ordinary General Meeting of Międzynarodowe Targi Gdańskie S.A. in Gdańsk of 22 June 2017 on the rules for setting the remuneration of Members of the Management Board of Międzynarodowe Targi Gdańskie S.A.
- Closing of the General Meeting.
The right to participate in the General Meeting is available to shareholders in accordance with Article 406 of the Commercial Companies Code (KSH). It is also noted that, pursuant to Article 406 § 2 of the KSH, instead of depositing shares at the Company's registered office, a certificate confirming the deposit of shares may be submitted, issued by Deutsche Bank Polska SA with its registered office in Warsaw at ul. Armii Ludowej 26. The certificate from Deutsche Bank Polska SA, with its registered office in Warsaw, should be submitted to the Company at least one week before the date of the General Meeting and not collected before its conclusion. The certificate should meet the requirements set out in Article 406 § 2 of the KSH.
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:
- In place of the current § 4(1) of the Articles of Association, which reads: "The Company's share capital amounts to PLN 34,826,450.00 (thirty-four million eight hundred and twenty-six thousand four hundred and fifty złoty) and is divided into 696,529 (six hundred and ninety-six thousand five hundred and twenty-nine) shares of PLN 50.00 (fifty) each, including 800 (eight hundred) preferred registered shares, 208,476 (two hundred and eight thousand four hundred and seventy-six) non-preferred registered shares, and 487,253 (four hundred and eighty-seven thousand two hundred and fifty-three) ordinary bearer shares.”
the following new wording of § 4(1) of the Articles of Association is proposed:
„The Company's share capital amounts to PLN 39,171,700.00 (thirty-nine million one hundred and seventy-one thousand seven hundred) and is divided into 783,434 (seven hundred and eighty-three thousand four hundred and thirty-four) shares of PLN 50.00 (fifty) each, comprising 800 (eight hundred) preferred registered shares, 265,931 (two hundred and sixty-five thousand nine hundred and thirty-one) non-preferred registered shares, and 516,703 (five hundred and sixteen thousand seven hundred and three) ordinary bearer shares.” - In § 4(2)(a) of the Articles of Association, a hitherto non-existent subparagraph is added,
5), worded as follows:5) non-preferred series U, eighteenth issue, in a total number of 57,455 (fifty-seven thousand four hundred and fifty-five) shares, numbered from U 696 210 to U 753 664 inclusive; - In § 4(2) of the Articles of Association, a hitherto non-existent point is added,
t), worded as follows:
„t) ordinary bearer series W shares, eighteenth issue, in the number of 29,450 (twenty-nine thousand four hundred and fifty) numbered from W 753 665 to W 783 114 inclusive.” - In § 19(2) of the Articles of Association, a hitherto non-existent point o) is added, worded as follows:
„o) setting, for the members of the Management Board, detailed management objectives, the weighting of those objectives, as well as the criteria for their achievement and settlement, and confirming the achievement of those objectives and determining the variable remuneration due to the members of the Management Board."