Current report 28/2020 of 28 July 2020

Court registers amendments of Company’s Articles of Association concerning target share capital

The Management Board of REINO Capital S.A., based in Warsaw, (“Company”) announces that the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, on 28 July 2020 registered amendments to the Company’s Articles of Association introduced via resolution 1 of the Company’s Extraordinary General Meeting of 15 April 2020 regarding amendment of the Company’s Articles of Association and authorisation for the Company’s Management Board to increase share capital under target share capital, with the option of excluding the existing shareholders’ pre-emption rights. 

The Articles of Association are amended by adding §8 (1), worded as follows:

Ҥ 8(1)

1. Within three years from the date the amendment of the Articles of Association that introduces this authorisation are entered in the register, the Company’s Management Board is authorised to increase the Company’s share capital in accordance with the rules specified in art.  444-447 of the Polish Commercial Companies Code, by an amount not higher than PLN 23 308 080.00 (target share capital).

2. The Management Board may exercise this authorisation in the course of one or more increases.

3. Shares issued under target capital can be issued in exchange for cash contributions.

4. The issue price for the shares being issued under target share capital will be set by the Management Board in a resolution on a share capital increase, adopted on the basis of this authorisation. The issue price will not be lower than the lower of the following two amounts: (i) PLN 1.60 per share, (ii) 80% of the current market price, established as the average share price in the period of one month preceding the Management Board resolution, rounding to PLN 0.10.

5. The Management Board resolution adopted as stated in sec. 1-4 replaces the General Meeting’s resolution regarding share capital increase, and must be in the form of a notarial deed in order to be valid.

6. The Company’s Management Board may, with the Supervisory Board’s approval, exclude or restrict the right of pre-emption in respect of the Company’s shares for the existing shareholders (pre-emption right) concerning a share capital increase under the authorisation granted for the Management Board in the Company’s Articles of Association for increasing share capital within target share capital.”             

A consolidated text of the Company’s Articles of Association, including the aforementioned changed, is attached to this report.

Detailed legal basis:

§ 5 point 1 of the Ordinance of the Minister of Finance dated 19 February 2009 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state