Home    Current Report 34/2014
   Temat:
CFI HOLDING S.A.: Registration of Amendment to the Company’s Articles of Association

The Management Board of Intakus S.A. (hereinafter the “Issuer” or the “Company”) announces that on April 28, 2014, it received a decision from the District Court in Wrocław, VI Commercial Division of the National Court Register, registering on April 7, 2014 a new version of the Company’s Articles of Association, in accordance with Resolution No. 3 of the Extraordinary General Meeting of Shareholders dated December 30, 2013 regarding the amendment of the Articles of Association in the scope of the Company’s representation, about which the Company reported in Current Report No. 76/2013 of December 31, 2013, and in accordance with Resolution No. 3 of the General Meeting of Shareholders dated February 19, 2014 regarding the amendment of the Articles of Association, as well as Resolution No. 4 of the Extraordinary General Meeting of Shareholders dated February 19, 2014 regarding the complete exclusion of existing shareholders’ pre-emptive rights with respect to shares of series I, J, and K, the increase of the Company’s share capital with exclusion of pre-emptive rights through the issuance of series I, J, and K shares, and amendments to the Articles of Association, which the Company reported in Current Report No. 18/2014 of February 20, 2014.


Changes in the Articles of Association

1. § 6 section 1 – Share capital and shares

Previous wording:

“1. The Company’s share capital amounts to PLN 16,189,837.42 (in words: sixteen million one hundred eighty-nine thousand eight hundred thirty-seven zlotys and 42/100) and is divided into:

  • 120,000,000 (one hundred twenty million) bearer shares of series A, numbered from 1 to 120,000,000;

  • 80,000,000 (eighty million) bearer shares of series B, numbered from 120,000,001 to 200,000,000;

  • 300,000,000 (three hundred million) bearer shares of series C, numbered from 200,000,001 to 500,000,000;

  • 62,500,000 (sixty-two million five hundred thousand) bearer shares of series D, numbered from 500,000,001 to 562,500,000;

  • 244,664,249 (two hundred forty-four million six hundred sixty-four thousand two hundred forty-nine) ordinary bearer shares of series F, numbered from F01 to F244,664,249;

  • 67,757,225 (sixty-seven million seven hundred fifty-seven thousand two hundred twenty-five) ordinary bearer shares of series G, numbered from G01 to G67,757,225;

  • 744,062,268 (seven hundred forty-four million sixty-two thousand two hundred sixty-eight) ordinary bearer shares of series H, numbered from H01 to H744,062,268;”

New wording:

“1. The Company’s share capital amounts to PLN 26,847,837.40 (in words: twenty-six million eight hundred forty-seven thousand eight hundred thirty-seven zlotys and forty groszy) and is divided into:

  • 120,000,000 (one hundred twenty million) bearer shares of series A, numbered from 1 to 120,000,000;

  • 80,000,000 (eighty million) bearer shares of series B, numbered from 120,000,001 to 200,000,000;

  • 300,000,000 (three hundred million) bearer shares of series C, numbered from 200,000,001 to 500,000,000;

  • 62,500,000 (sixty-two million five hundred thousand) bearer shares of series D, numbered from 500,000,001 to 562,500,000;

  • 1,013,650,000 (one billion thirteen million six hundred fifty thousand) bearer shares of series E, numbered from E01 to E1,013,650,000;

  • 244,664,249 (two hundred forty-four million six hundred sixty-four thousand two hundred forty-nine) ordinary bearer shares of series F, numbered from F01 to F244,664,249;

  • 67,757,225 (sixty-seven million seven hundred fifty-seven thousand two hundred twenty-five) ordinary bearer shares of series G, numbered from G01 to G67,757,225;

  • 744,062,268 (seven hundred forty-four million sixty-two thousand two hundred sixty-eight) ordinary bearer shares of series H, numbered from H01 to H744,062,268;

  • 36,249,998 (thirty-six million two hundred forty-nine thousand nine hundred ninety-eight) ordinary bearer shares of series I, numbered from I01 to I36,249,998;

  • 15,900,000 (fifteen million nine hundred thousand) ordinary bearer shares of series K, numbered from K01 to K15,900,000.”


2. § 6a – Series E

  • The previous wording regarding series E shares was entirely deleted.


3. § 13 section 3 – Authority of Management Board members

Previous wording:

“Each Management Board Member is authorized to incur obligations and make dispositions up to EUR 1,000,000. Obligations and dispositions exceeding EUR 1,000,000 require the cooperation of two Management Board Members or a Management Board Member with a proxy.”

New wording:

“Each Management Board Member is authorized to incur obligations and make dispositions up to EUR 3,000,000. Obligations and dispositions exceeding EUR 3,000,000 require the cooperation of two Management Board Members or a Management Board Member with a proxy.”


Additional Information

  • A consolidated text of the Articles of Association including these changes is attached to this report.

  • Based on the same court decision, series I and K shares were registered as previously reported in Current Reports No. 27/2014 and 28/2014 of February 27, 2014.

  • Current share capital: PLN 26,847,837.40, divided into 2,684,783,740 shares with equal number of votes at the General Meeting.

  • Series I and K shares will be dematerialized and introduced to the regulated market.


Legal basis: § 5(9) and § 38(1)(2) of the Regulation of the Minister of Finance of February 19, 2009 on current and periodic information disclosed by issuers of securities.

 

Consolidated text of the Articles of Association