1
Drafts
of the Resolutions of the Extraordinary Shareholders’ Meeting
of Polski Bank Komórek Macierzystych S.A.
(Polski Bank Komórek Macierzystych JSC)
Re.: par. 2 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on an election of the Chairman of the Extraordinary Shareholders’ Meeting of the Company
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of Art. 409 § 1 of the
of the Code of Commercial Partnerships and Companies and § 11 section 7 of the Articles of
Association of the Company and § 9 of the Rules and Regulations of the Shareholders’ Meeting elects
for the Chairman of the of the Extraordinary Shareholders’ Meeting
Mr./Ms. ___________________________
§ 2
The resolution shall enter into force on the date of its adoption.
SUBSTANTIATION:
The proposed content of the draft of the resolution is of the formal nature. According to Art. 409 § 1
of the Code of Commercial Partnerships and Companies the sessions of the Shareholders’ Meeting are
led by its chairman elected by the Shareholders among the persons authorized to participate in the
Meeting. With regard to the above adopting a resolution in respect of this subject is a necessary
element of the properly conducted Shareholders’ Meeting.
2
Re.: par. 4 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on adopting the agenda
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”, “PBKM S.A”), adopts the following agenda:
1. Opening of the Meeting.
2. Electing the Chairman of the Shareholders' Meeting.
3. Determination if the Shareholders' Meeting was properly convened and is able to pass
resolutions.
4. Adopting the agenda of the Shareholders' Meeting.
5. Waiving the election of the Returning Committee.
6. Passing a resolution on an amendment of the Articles of Association of the Company related
to an issuance of 28,234 bearer shares of series K within a frame of the conditional increase
of the share capital.
7. Passing a resolution on: (i) an increase of the Company’s share capital by an amount not less
than 50 (fifty) Polish groszes, and not higher than 473,482 (four hundred and seventy-three
thousand four hundred and eighty-two) PLN by an issuance of the new ordinary shares of
series L, waive entirely a pre-emptive right of the current shareholders with regard to the
shares of the new issuance of series L, and a right to the shares of series L admitted to
trading on the regulated market conducted by the Warsaw Stock Exchange JSC; and (iii) an
amendment of the Company’s Articles of Association.
8. Passing a resolution on an amendment of the rules and an amount of the remuneration of
the members of the Supervisory Board.
9. Passing a resolution on approving the amendments to the Rules and Regulations of the
Supervisory Board.
10. Passing a resolution on an amendment of the Articles of Association of the Company.
11. Passing a resolution on appointing a member of the Supervisory Board.
12. Closing of the Shareholders' Meeting session.
§ 2
The resolution shall enter into force on the date of its adoption.
SUBSTANTIATION:
According to § 14 section 1 of the Rules and Regulations of the Shareholders’ Meeting of PBKM S.A.,
the Shareholders’ Meeting passes the resolutions on the issues included in the agenda.
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Re.: par. 5 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on waiving an election of the Returning Committee
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of § 20 section 1 of the
Rules and Regulations of the Shareholders’ Meeting waives the election of the Returning Committee.
§ 2
The resolution shall enter into force on the date of its adoption.
SUBSTANTIATION:
According to § 20 section 1 of the Rules and Regulations of the Shareholders’ Meeting of PBKM S.A.,
the Shareholders’ Meeting may waive the election of the Returning Committee, what is substantiated
in connection with ensuring the electronic handling of the Extraordinary Shareholders’ Meeting by a
specialised entity that counts the votes cast.
Re.: par. 6 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the POLSKI BANK KOMÓREK MACIERZYSTYCH Spółka Akcyjna
(POLSKI BANK KOMÓREK MACIERZYSTYCH Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on an amendment of the Articles of Association of the Company related to an issuance of 28,234
bearer shares of series K within a frame of the conditional increase of the share capital
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of Art. 403 § 1 of the
Code of Commercial Partnerships and Companies and § 11 section 13 of the Articles of Association,
decides to amend the Articles of Association of the Company in such a manner that:
4
With regard to an increase of the share capital of the Company on 26th October 2018 by an issuance
of 28,234 (twenty-eight thousand two hundred and thirty-four) ordinary bearer shares of series K
with a nominal value of 0.50 PLN (fifty Polish groszes) each, which was effective as a e result of
entering these shares on the securities accounts of the participants of an incentive scheme, who
acquired these shares according to the resolution of the Extraordinary Shareholders’ Meeting of the
Company of 15th February 2016 on the incentive scheme in the Company, a conditional increase of
the share capital of the Company in connection with an issuance of the ordinary bearer shares of
series K while excluding in full a pre-emptive right of the current shareholders, an amendment of the
Articles of Association of the Company, an issuance of the subscription warrants while excluding in
full a pre-emptive right of the current shareholders and applying for admitting the shares of series K
to trading on the regulated market, and a dematerialisation of the shares of series K, by this
resolution § 5 section 2 of the Articles of Association of the Company is amended in such a manner
that it shall have the following wording:
“2. The share capital of the Company is of 2,381,527.00 (two million three hundred eighty-
one thousand five hundred twenty-seven) Polish zlotys and is divided into 4,763, 054 (four
million seven hundred sixty-three thousand fifty-four) shares of a nominal value of 0.50 PLN
(fifty Polish groszes) each, including:
1) 1,752,227 (one million seven hundred fifty-two thousand two hundred twenty-seven) of
the ordinary bearer shares of series A;
2) 203,600 (two hundred and three thousand six hundred) of the ordinary bearer shares of
series B;
3) 30,600 (thirty thousand six hundred) of the ordinary bearer shares of series C;
4) 484,400 (four hundred eighty-four thousand four hundred) of the ordinary bearer shares
of series D;
5) 232,200 (two hundred thirty-two thousand two hundred) of the ordinary bearer shares
of series E;
6) 1,630,000 (one million six hundred and thirty thousand) of the ordinary bearer shares of
series F;
7) 94,200 (ninety-four thousand two hundred) of the ordinary bearer shares of series G;
8) 32,000 (thirty-two thousand) of the ordinary bearer shares of series H;
9) 163,000 (one hundred and sixty-three thousand) of the ordinary bearer shares of series
I;
10) 112,593 (one hundred and twelve thousand five hundred and ninety-three) of the
ordinary bearer shares of series J;
11) 28,234 (twenty-eight thousand two hundred and thirty-four) of the ordinary bearer
shares of series K.”
§ 2
The consolidated text of the Articles of Association of the Company shall be drawn up by the
Management of the Company according to § 15 section 2 of the Articles of Association of the
Company.
SUBSTANTIATION:
The resolution is adopted in order to update a content of the Articles of Association within a scope
related to an amount of the share capital of the Company and a quantity of the shares in the share
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capital of the Company upon coming into effect on 26th October 2018 the issuance of 28,234
ordinary bearer shares of series K, which was acquired by the participants of the incentive scheme of
the Company.
Re.: par. 7 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on (i) an increase of the share capital of the Company by an amount not less than 50 (fifty) Polish
groszes, and not higher than 473,482 (four hundred and seventy-three thousand four hundred and
eighty-two) PLN by an issuance of the new ordinary shares of series L, an entire deprivation of a
pre-emptive right of the current shareholders with regard to all shares of the new issuance of
series L, (ii) a dematerialisation and an application for an admittance and an introduction the
shares of the new issuance of series L and the rights to the shares of series L admitted to trading on
the regulated market conducted by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw
Stock Exchange JSC); and (iii) an amendment of the Articles of Association of the Company
The Extraordinary Shareholders’ Meeting of the Company, acting on the basis of Art. 430, Art. 431 § 2
par. 1, Art. 431 § 7 in connection with Art. 310 § 2-4, Art. 432 and 433 § 2 of the Act of 15th
September 2000 – the Code of Commercial Partnerships and Companies (“the CCPC”), Art. 5 of the
Act of 29th July 2005 on trading in financial instruments (“the Act on Trading”) and § 11 section 13
par. 10 of the Articles of Association of the Company, adopts, as follows:
§ 1
1. It increases the share capital of the Company from an amount of 2,381,527.00 (two million
three hundred eighty-one thousand five hundred twenty-seven) Polish zlotys by an amount
not less than 50 (fifty) Polish groszes and not higher than 473, 482 (four hundred seventy-
three thousand four hundred eighty-two) Polish zlotys, up to an amount not less than
2,381,527.50 (two million three hundred eighty-one thousand five hundred twenty-seven)
Polish zlotys and 50 (fifty) Polish grosses, but not higher than 2,855,009 (two million eight
hundred fifty-five thousand nine) Polish zlotys by an issuance of the new ordinary bearer
shares of series l in a quantity not less than 1 (one) and not higher 964,964 (nine hundred
forty six thousand nine hundred sixty four) pieces, with a nominal value of 0.50 Polish zloty
(fifty Polish groszes) each share (”the Shares of Series L”).
2. An issuance of the Shares of Series L shall be performed as a private subscription within a
meaning of Art. 431 § 2 par. 1 of the Code of Commercial Partnerships and Companies
directed only to the selected investors (“the Private Subscription”), who:
(a) were indicated by the Management Board of the Company, subject to § 3 section 3 of this
resolution, as the ones that fulfil the following conditions (“the Conditions for Considering as
the Entitled Investor”) specified in this resolution (“the Entitled Investors”):
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(i) are the professional clients within a meaning of the Act on Trading; or
(ii) each of these investors can, pursuant to the conditions specified in this
resolution, acquire the Shares of Series L with a value, counted according to an
issue price as of a date of its determination, that is at least of 100,000.00 (one
hundred thousand) EUR; and
(iii) were indicated by the Management Board of the Company, subject to § 3 section
3 of this resolution, to invite them to a participation in a process of demand book
building for the shares of Series L (“the Book Building Process”).
3. The Management Board of the Company can take a decision on an issuance of the Shares of
Series L as a public offer within a meaning of Art. 3 section 1 of the Act of 29th July 2005 on
public offering, conditions governing the introduction of financial instruments to organised
trading, and public companies (“the Act on offering”) directed to the Entitled Investors.
4. The Entitled Investors should make the declarations about their interest in acquiring the
Shares of Series L at the price, which is not lower that an issue price of the Shares of Series L
determined by the Management Board of the Company, according to the rules specified in
this resolution, upon a completion of the Book Building Process.
5. A final value of the increase in the share capital of the Company within the limits determined
in this resolution, according to art. 310 § 2 of the CCPC in connection with Art. 431 § of the
CCPC, shall be determined upon a performance of the Private Subscription, as a result of an
allocation of the properly acquired and paid up Shares of Series L, by a submission by the
Management Board, in the form of a notarial deed, prior to reporting the increase in the
share capital of the company to the Register of Entrepreneurs of the National Court Register
(KRS), a declaration about an amount of the acquired share capital of the Company.
6. A final issue price of the Shares of Series L shall be determined by the Management Board of
the Company in a manner specified in the written opinion of the Management Board that
substantiates an exclusion of the pre-emptive right in respect of the Shares of Series L,
provided that, the issue price of the Shares of Series L cannot be lower than an average
market price, that is, the price that is an arithmetical mean from the turnover volume
weighted average, daily prices of the shares of the Company, excluding the block
transactions from a period of one month preceding the adoption of this resolution, within
which period was executed trading in shares of the Company on the primary market
conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock
Exchange JSC).
§ 2
Pursuant to Art. 433 § 2 of the Code of Commercial Partnerships and Companies, in the interest of
the Company, is excluded fully a pre-emptive right with regard to the Shares of Series L entitled to
the Shareholders of the Company. The written opinion of the Management Board of the Company
that substantiates excluding of the pre-emptive right with regard to the Shares of Series L of the
current shareholders and specifying a manner of a determination of the issue price with regard to
the Shares of Series L constitutes an appendix to this resolution.
§ 3
1. The Extraordinary Shareholders’ Meeting hereby authorizes the Management Board to take all
measures related to the increase in the share capital, mentioned in this resolution, in that to
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take all necessary acts in order to offer the Shares of Series L in a form of the Private
Subscription within a meaning of Art. 431 § 2 par. 1 of the Code of Commercial Partnerships
and Companies and to determine the detailed acquisition conditions of the Shares of Series L,
including;
(a) to determine the issue price of the Shares of Series L pursuant to the conditions
specified in this resolution and in the written opinion of the Management Board that
substantiates excluding the pre-emptive right of the Shares of Series L, while considering
the results of the Book Building Process and with an assumption of the in-flows
maximisation from the Shares of Series L;
(b) to determine the dates to submit the acquisition offers in respect of the Shares of Series
L and to conclude by the Company the agreements on acquiring the Shares of Series L,
whereas the conclusion of the agreements on acquiring the Shares of Series L by the
Company may take place not later than within 6 (six) months from a date of adopting
this resolution; and
(c) to determine, subject to section 3 below, the rules related to offering the Shares of
Series L, in that, inter alia, to indicate the Entitled Investors, who shall be invited to the
participation in the Book Building Process (the Entitled Investors selected in this manner
are hereinafter referred to as the “Participants of the Book Building Process”), to
specify the rules of the selection the Entitled Investors, to whom shall be submitted the
offers to acquire the Shares of Series L, and with whom shall be concluded the
agreements on acquiring the Shares of Series L (”the Subscription Rules”);
(d) to determine, subject to section 3 below, a possible quantity of the Shares of Series L, as
shall be offered to the Participants of the Book Building Process upon a completion of
the Book Building Process, whereas:
(i) the Subscription Rules shall foresee in particular that the Entitled Investors that
are the Shareholders of the Company, as of a date of a registration of the
participation for this Extraordinary Shareholders’ Meeting of the Company (”the
Priority Date”), who have the shares that entitle them to exercise at last 0.5% of
the total quantity of the votes in the Company (“the Entitled Investors Covered
by Priority”) shall be entitled to the priority right in respect of acquiring the
Shares of Series L in a quantity that corresponds to a product of: (a) a ratio of a
quantity of the shares of the Company owned by the Entitled Investor Covered by
Priority as of the Priority Date specified in the confirming document or a list of the
entitled to the participation in this Extraordinary Shareholders’ Meeting to a
quantity of all existing shares of the Company as of the Priority Date; and (b) a
final, determined by the Management Board, quantity of the offered Shares of
Series L, whereas in this case, when the determined in this manner quantity of the
Shares of Series L that falls to the concerned Entitled Investor Covered by Priority
is not an integer number, it shall be rounded down to the closest integer number
(“the Priority in Acquiring the Shares of Series L”);
(ii) the Entitled Investor Covered by Priority may exercise the Priority in Acquiring the
Shares of Series L provided that Entitled Investor fulfils the following additional
conditions (“the Conditions to Be Recognised as the Entitled Investor Covered by
Priority”) in a manner that, according to the Management Board of the Company,
subject to section 3 below, is proper:
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(A) upon a prior invitation by the Management Board of the Company,
submitted subject to section 3 below, he/she (1) presents, within the Book
Building Process, a document that confirms that the concerned investor
was the shareholder of the Company on the Priority Date and (2) this
Investor makes, within the Book Building Process, a declaration that he/she
is interested in acquiring the Shares of Series L, at the price not lower than
the issue price finally determined by the Management Board of the
Company; and
(B) upon taking a decision by the Management Board of the Company, subject
to section 3 below, about making an offer in respect of acquiring the Shares
of Series L to this investor, concluding an agreement on acquiring the
Shares of Series L proposed to him/her at the issue price determined by the
Management Board of the Company;
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2. The above-mentioned provisions do not restrict a right of the Management Board to offer the
other Shares of Series L not included in exercising the Priority in Acquiring the Shares of Series
L at its sole discretion, in that also to the selected Entitled Investors, at the price not lower
than the price offered to the Entitled Investors Covered by Priority.
3. Recognising if the Entitled Investor fulfils the Conditions to Be Recognised as the Entitled
Investor and the Conditions to Be Recognised as the Entitled Investor Covered by Priority, and
taking a decision about inviting the concerned investor to the participation in the Book
Building Process and making an offer to acquire the Shares of Series L by this investor is at the
sole discretion of the Management Board of the Company; provided that the Management
Board of the Company shall exercise due diligence to offer the Shares of Series L to the Entitled
Investors Covered by Priority, that fulfil the above-mentioned conditions, if a settlement of the
subscriptions of the Shares of Series L to the benefit of this Entitled Investors Covered by
Priority can be performed technically within a deadline specified by the Management Board of
the Company.
§ 4
The Shares of Series L can be paid up only by a cash contribution.
§ 5
1. The Shares of Series L, if the conditions of the above-mentioned registration are met, the
rights to Shares of Series L, shall be a subject of an application for admitting and permitting
into trading on the regulated market conducted by the Giełda Papierów Wartościowych w
Warszawie S.A. (Warsaw Stock Exchange JSC) without drawing up and posting a prospectus
according to art. 1 section 5 (a) of the Regulation of the European Parliament and the Council
(EU) 2017/1129 of 14th June 2017 on prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
Hereby the Management Board is obliged and authorised to the take all necessary actions
related to admitting and introducing the Shares of Series L to trading on the regulated market
conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange
JSC) according to this resolution.
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2. The Shares of Series L shall be dematerialised within a meaning of the Act on Trading. The
Management Board of the Company is authorised to conclude an agreement with the Krajowy
Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland JSC) on a
registration the securities of the Shares of Series L in the Depository and, if the conditions of
the above-mentioned registration are met, to take any other necessary measures connected
with their dematerialisation.
§ 6
The Management Board of the Company is hereby authorised to take a decision about waiving a
performance of this resolution, suspending its performance, waiving a performance of the Private
Subscription within a meaning of art. 431 § 2 par. 1 of the CCPC or suspending its performance at any
time.
§ 7
The Shares of Series L shall be included in a dividend according to the following rules:
(a) The Shares of Series L issued or credited for the first time on the securities account in the
given financial year, at the latest to the dividend payment date, specified by the
Shareholders’ Meeting of the Company, inclusive of that date, are considered in the profit
appropriation beginning from the first day of the financial year preceding the financial year,
in which these shares were issued or credited to the securities account;
(b) The Shares of Series L issued or credited for the first time to the securities account in the
given financial year, after the dividend payment date, specified by the Shareholders’
Meeting of the Company, are considered in the profit appropriation beginning from the
first date of the financial year preceding the financial year, in which these shares were
issued or credited to the securities account.
§ 8
In connection with this resolution, § 5 section 2 of the Articles of Association of the Company is
amended in such a manner that it worded as follows:
“2. The share capital of the Company is not less than 2,381,527.50 (two million three hundred
eighty-one thousand five hundred twenty-seven) Polish zlotys and 50 (fifty) Polish groszes and
no more than 2,855,009 (two million eight hundred fifty-five thousand nine) Polish zlotys, and
is divided into not less than 4,763, 055 (four million seven hundred sixty three thousand fifty
five) and not more than 5,710,018 (five million seven hundred and ten thousand and eighteen)
shares of a nominal value of 0.50 Polish zloty (fifty Polish groszes) each, including:
1) 1,752,227 (one million seven hundred fifty-two thousand two hundred twenty-seven) of
the ordinary bearer shares of series A;
2) 203,600 (two hundred and three thousand six hundred) of the ordinary bearer shares of
series B;
3) 30,600 (thirty thousand six hundred) of the ordinary bearer shares of series C;
4) 484,400 (four hundred eighty-four thousand four hundred) of the ordinary bearer shares
of series D;
5) 232,200 (two hundred thirty-two thousand two hundred) of the ordinary bearer shares of
series E;
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6) 1,630,000 (one million six hundred and thirty thousand) of the ordinary bearer shares of
series F;
7) 94,200 (ninety-four thousand two hundred) of the ordinary bearer shares of series G;
8) 32,000 (thirty-two thousand) of the ordinary bearer shares of series H;
9) 163,000 (one hundred and sixty-three thousand) of the ordinary bearer shares of series I;
10) 112,593 (one hundred and twelve thousand five hundred and ninety-three) of the
ordinary bearer shares of series J;
11) 28,234 (twenty-eight thousand two hundred and thirty-four) of the ordinary bearer shares
of series K;
12) not less than 1 (one) and no more than 946,964 (nine hundred forty-six thousand nine
hundred sixty-four) of the ordinary bearer shares of series L”.
§ 9
The consolidated text of the Articles of Association of the Company drawnn up by the Management
Board of the Company according to § 15 section 2 of the Articles of Association of the Company.
Substantiation:
The increase in the share capital of the Company by an issuance of the Shares of Series L shall be one
of the significant factors of providing a support to the Company in a performance of the acquisition
strategy. The in-flows from the issuance of the shares shall be used for financing a purchase and/or
an acquisition of the shares of the companies according to a development strategy of the Company
and its group. An intention of the Management Board of the Company, subject to the effects of the
Book Building Process and while respecting the rule of the priority right, is to acquire during the
issuance a foreign investor/-s that is/are interested in a consolidation of the European banks of stem
cells and that could be interested in a cooperation with the Company within the field area of the
market consolidation, thus could constitute a significant support for the Company while conducting
the acquisition processes. While conducting the analyses of the European and world market of the
stem cell banks, the Company identified a few financial entities, interested in the consolidation of this
market.
Considering the above-mentioned strategic objectives of the Company, from a point of view of the
Management Board, an entire deprivation of the pre-emptive right of the current shareholders of the
Company in respect of all Shares of Series L is substantiated and compliant with the interest of the
Company due to a fact that the issuance of the shares in a form of the private subscription is the
quickest and the most effective manner of acquiring a capital. According to the market standards, the
Management Board proposes that a minimum issue price of the shares is not less than a turnover
volume weighted average price while excluding the block transactions from a month preceding the
Shareholders’ Meeting. At the same time, the Management Board shall pursue that a final minimal
price adopted by the Shareholders’ Meeting is not less than 60 PLN per one share.
The potential acquisition projects shall be primarily related to the European markets –a part of the
entities, to which may be related the potential acquisitions operates on the markets of the FamiCord
Group what prevents from achieving the market and financial synergies. An involvement in a few such
projects within the several subsequent months is considered, but now no decisions or declarations
within this scope were not taken. In a portfolio of the potential projects, in which may be considered
the involvement as an acquisition objective of the Management Board of the Company, currently
several entities can be identified, which initial estimated total quotation is of approx. 25 million EUR.
11
The Management Board expects that these transactions shall be conducted pursuant to the
multiplying parameters based on the industrial standards, whereas each time the decisions related to
the involvement in the specified acquisition projects shall be dependent, inter alia, on the detailed
analyses and transaction conditions.
APPENDIX
OPINION OF THE MANAGEMENT BOARD OF POLSKI BANK KOMÓREK MACIERZYSTYCH S.A. (POLSKI
BANK KOMÓREK MACIERZYSTYCH JSC) WITH A REGISTERED OFFICE IN WARSAW
related to: a substantiation of entire depriving the shareholders of the pre-emptive right in
connection with a planned increase in the share capital of the Company by an issuance of the
Shares of Series L and a manner of a determination of the issue price of the Shares of Series L
On the basis of Art. 433 § 2 of the Act of 15th September 2000 - the Code of Commercial Partnerships
and Companies (“the CCPC”), the Management Board of Polski Bank Komórek Macierzystych Spółka
Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) with a registered office in
Warsaw (“the Company”) accepted this opinion on 25th October 2015 in respect of the planned
adoption by the Extraordinary Shareholders’ Meeting of the resolution an increase of the share
capital of the Company by an issuance of the ordinary bearer shares of series L (“the Shares of Series
L”), an entire deprivation of a pre-emptive right of the current shareholders with regard to all shares
of the new issuance of series L, and offering these shares by the private subscription directed to the
selected shareholders, that are the professional clients within a meaning of the Act of 29th July 2005
on trading in financial instruments (“the Act on Trading”) or an acquisition of the Shares of Series L
with a value, counted pursuant to the issue price as of a date of its determination, that is at least of
100,000.00 (one hundred thousand) EUR.
1. An entire deprivation of a pre-emptive right of the current shareholders with regard to the
Shares of Series L
For 12 years the Company has been consequently realising a development strategy based on an
acquisition and a constant organic growth. Within the last 5 years the Company (acting on the
international market under the FamiCord Group brand) has doubled its share on the European
market.
The increase in the share capital of the Company by an issuance of the Shares of Series L shall be one
of the significant factors of providing a support to the Company in a performance of the acquisition
strategy. The in-flows from the issuance of the shares shall be used for financing a purchase of the
companies, which profiles correspond with the adopted development strategy of the Company and
its group. A realisation of this strategy shall have an impact on the results achieved by the Company
in the next reporting periods.
An acquisition of a capital by a new issuance of the shares within 6 months from a date of an
adoption of the resolution by the Extraordinary Shareholders’ Meeting is of key importance from the
point of view of the realisation of the development plans, and a delay can hinder the realisation of
the complex strategic plans.
Considering the above-mentioned issues, from a point of view of the Management Board, an entire
deprivation of the pre-emptive right of the current shareholders of the Company in respect of all
Shares of Series L is substantiated and compliant with the interest of the Company due to a fact that
12
the issuance of the shares in a form of the private subscription is the quickest and the most effective
manner of acquiring a capital.
The increase in the share capital of the Company by an issuance of the Shares of Series L while
depriving of the pre-emptive right of the current shareholders of the Company in respect of these
shares, and the issuance of the Shares of Series L in a form of the private subscription directed to the
investors (“the Entitled Investors”) selected by the Management Board, shall enable the Company
taking the prompt measures aimed at using the “investment opportunities” on the market and
effecting the increase in the share capital in a relatively short period of time, at the same time
supporting the equity capitals of the Company.
Depriving of the pre-emptive right of the current shareholders with a simultaneous possibility of an
issuance of the Shares of Series L in a form of an offer directed exclusively to the Entitled Investors,
shall enable the Company to increase the share capital and the issuance of the Shares of Series L
without a necessity to draw up a prospectus by the Company and approving it by the Polish Financial
Supervision Authority (KNF).
The Shares of Series L, if the conditions of the above-mentioned registration are met, the rights to
Shares of Series L, shall be a subject of an application for admitting and permitting into trading on the
regulated market conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw
Stock Exchange JSC) without drawing up and posting a prospectus according to art. 1 section 5 (a) of
the Regulation of the European Parliament and the Council (EU) 2017/1129 of 14th June 2017 on
prospectus to be published in connection with the public offering of the securities or their
admittance to trading on the regulated market and repealing the Directive 2003/71/EC.
The resolution on increasing the share capital of the Company and the issuance of the Shares of
Series L foresees for the Entitled Investors that are the shareholders of the Company as of a date of
registration of a participation in the Extraordinary Shareholders’ Meeting, during which shall be
adopted a resolution on increasing the share capital in a form of the issuance of the Shares of Series L
(“the Priority Date”) (“the Entitled Investors Covered by Priority”), that shall fulfil the criteria
related to the participation in the offer of the Shares of Series L indicated in the resolution, the
priority in respect of the acquisition of the Shares of Series L. According to the proposed solutions,
the Entitled Investor Covered by Priority shall be entitled to a priority in respect of acquiring the
Shares of Series L in a quantity that corresponds with a product of: (a) a ratio of a quantity of the
shares of the Company owned by the Entitled Investor Covered by Priority as of the Priority Date to a
quantity of all existing shares of the Company as of the Priority Date; and (b) a final, determined by
the Management Board, quantity of the offered Shares of Series L, rounded pursuant to the rules
specified in the resolution. A possibility to use a priority right in respect of acquiring the Shares of
Series S shall depend on fulfilling the premises specified in the resolution on increasing the share
capital of the Company and the issuance of the Shares of Series L.
Considering the above-mentioned issues, the Management Board of the Company determines that
the issuance of the Shares of Series L with the entire deprivation of the pre-emptive right of the
current shareholders of the Company is compliant with the interest of the Company. With regard to
the above the Management Board of the Company recommends the issuance of the Shares of Series
L with the entire deprivation of the pre-emptive right of the current shareholders of the Company.
2. A manner of determining the issue price and a quantity of the Shares of Series L
The issue price and the final quantity of the Shares of Series L shall be determined by the
Management Board of the Company, first and foremost, on the basis of a quotation of the shares of
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the Company on the regulated market conducted by the Giełda Papierów Wartościowych w
Warszawie S.A. (Warsaw Stock Exchange JSC), while taking into account the results of the Book
Building Process among the Entitled Investors, both Polish and foreign ones, as well as while
considering all circumstances that have an impact on a determination of the issue price and the final
quantity of the Shares of Series L, including in particular a situation on the capital markets during the
Book Building Process in respect of the Shares of Series L, and a current financial situation of the
Company during the subscription, the current events and the development perspectives of the
Company, as well as on the basis of the recommendations of the advisors involved in the offering of
the Shares of Series L.
The issue price and the final quantity of the Shares of Series L shall be determined by the
Management Board of the Company also with an assumption of the in-flows maximalisation from the
issuance of the Shares of Series L.
Due to a variability of a situation on the capital markets and a period expiring between a date of
adopting the resolution by the Extraordinary Shareholders’ Meeting and a date of the determination
of the issue price and the final quantity of the Shares of Series L, granting an authorisation to the
Management Board of the Company within this scope is substantiated and compliant with the
interest of the Company.
3. Conclusions
Considering the above-mentioned issues, the Management Board determines that the issuance of
the Shares of Series L with the entire deprivation of the pre-emptive right of the current shareholders
of the Company in respect of all Shares of Series L is compliant with the interest of the Company.
With regard to the premises, the Management Board of the Company recommends the adoption of
the referred to hereinabove resolution to the Extraordinary Shareholders’ Meeting.
Re.: par. 8 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on an amendment of the rules and an amount of the remuneration of the members of the
Supervisory Board of PBKM S.A.
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”, “the PBKM S.A.”), acting on the basis of
Art. 392 § 1 of the of the Code of Commercial Partnerships and Companies and § 11 section 13
paragraph 11) of the Articles of Association of the Company, adopts hereby as follows:
§ 1
1. It is determined a monthly remuneration of the members of the Supervisory Board of PBKM
S.A. in the following amount:
14
a) The Chairman of the Supervisory Board – 6,000PLN (in words; six thousand Polish zlotys)
gross;
b) The Member of Supervisory Board – 4,500PLN (in words: four thousand five hundred)
gross;
c) Regardless of the remuneration determined in the sections 1 a) and b) – the Members of
the audit Committee are entitled to a remuneration in the amount of 1,000 PLN (in
words: one thousand Polish zlotys) gross for a participation in each session.
2. The Member of the Supervisory Board is entitled to a remuneration, mentioned in section 1
regardless of a frequency of the formally convened meetings.
3. The remuneration, mentioned in the sections 1 a) and b), is not due for a month, during
which the member of the Supervisory Board was not present during any of the formally
convened meetings due to the unjustified reasons. A stratification or a failure to substantiate
the absence of the member of the Supervisory Board during its session decides the
Supervisory Board in a form of the resolution.
4. The remuneration mentioned in the sections 1 a) and b) is calculated proportionally to a
quantity of the days of fulfilling a function, in case when appointing or revoking took place
during a calendar month.
5. The remuneration, mentioned in the section 1, is paid in arrears, until the 10th day of each
subsequent month, upon sett-offs according to the provisions applicable within this scope.
The remuneration is entirely included in the running operational costs of the Company.
6. The travel expenses related to a trip to a place where the session of the Supervisory Board is
held and of a return trip, and the costs of accommodation and food, incurred in respect of
the session of the Supervisory Board (Art. 392 § 3 of the Code of Commercial Partnerships
and Companies), are included by the remunerations, referred to in section 1.
§ 2
The resolution shall enter into force on the date of its adoption with effect from 1st January 2019.
§ 3
With regard to the adoption of this Resolution, the applicable Resolution of the Supervisory Board
no. 31 of 24th March 2106 on the rules and amounts of the remuneration of the Members of the
Supervisory Board of PBKM S.A. is repealed.
SUBSTANTIATION:
According to the Articles of Association of the Company, the determination of the remuneration rules
of the members of the Supervisory Board requires an adoption of the resolution by the Shareholders’
Meeting. The proposed increase in the remuneration of the members of the Supervisory Board is
substantiated by an increased scope of operations conducted by the PBKM S.A. Company and Group,
what translates directly to an extended scope of responsibilities and time expenditure linked to a
performance of the supervisory obligations by the members of the Supervisory Board.
Re.: par. 9 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
15
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on an amendment of the Rules and Regulations of the Supervisory Board of PBKM S.A.
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of § 11 section 13 par.
16 of the Articles of Association of PBKM S.A. of 25th October 2018 on adopting the amendments in
the Rules and Regulations of the Supervisory Board of PBKM S.A., worded as follows:
In § 8 of the Rules and Regulations are added the new sections 17 and 18 worded as follows:
“17. The sessions of the Supervisory Board, in which take part the members of the Supervisory Board
who do not speak Polish, are held in English or a Member of the Supervisory Board who does not
speak Polish when the session is held in Polish, may use an assistance of the interpreter. The member
of the Supervisory Board who would like to exercise the above-mentioned entitlement should notify
about this fact the Chairman of the Supervisory Board, promptly upon receiving an invitation to the
session.
18. At the same time, when at least one of the members of the Supervisory Board does not speak
Polish, the minutes and documents for the sessions of the Supervisory Board are drawn up and
translated into Polish and English.”
§ 2
The resolution shall enter into force on the date of its adoption.
SUBSTANTIATION:
The proposed amendments to the Rules and Regulations of the Supervisory Board are aimed at
adopting the records of the Rules and Regulations of the Supervisory Board to the shareholders of the
Company that are changing and are extended by the foreign entities.
The introduced amendments of a formal nature, shall enable, in case of electing the persons who do
not speak Polish to the Supervisory Board, to operate effectively and perform the responsibilities by
the Supervisory Board.
Re.: par. 10 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on an amendment an amendment of the Articles of Association of the Company
§ 1
16
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of Art. 430 § 1 of the
Code of Commercial Partnerships and Companies and § 11 section 13 of the Articles of Association,
decides to mend the Articles of Association in such a manner that:
In § 4 section 1 of the Articles of Association are added the subsequent new paragraphs worded as
follows:
“54) Freight transport by road;
55) Wholesale of pharmaceutical and medical goods;
56) Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified;
57) Activities of call centres.”
§ 2
The resolution shall enter into force on the date of its adoption, whereas it is effective upon a
registration in the Register of Entrepreneurs of the National Court Register (KRS).
SUBSTANTIATION:
Introducing the new objects of the company’s activity in the Articles of Association is associated with
a development of the operations of the Company and the Capital Group of PBKM S.A.
Re.: par. 11 of the Agenda
Resolution no. _
of the Extraordinary Shareholders’ Meeting of the Company under
the Polski Bank Komórek Macierzystych Spółka Akcyjna
(Polski Bank Komórek Macierzystych Joint Stock Company) business name
with a registered office in Warsaw
of (date) ____ 2018
on appointing a member of the Supervisory Board
§ 1
The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek
Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business
name with a registered office in Warsaw (“the Company”), acting on the basis of Art. 385 § 1 of the
Code of Commercial Partnerships and Companies and § 10 section 2 of the Articles of Association of
the Company appoints [*] to the Supervisory board of the Company for a 5-year term of office.
§ 2
The resolution shall enter into force on the date of its adoption.
SUBSTANTIATION:
On the basis of Art. 385 § 1 of the Code of Commercial Partnerships and Companies and § 10 section
2 of the Articles of Association, an appointment of the Members of the Management Board requires
an adoption of the resolution by the Shareholders’ Meeting.
17
With regard to a vacate in the Supervisory Board, it is required to adopt an appropriate resolution by
the Shareholders’ Meeting in order to complement a composition of the Supervisory Board.
"This document is published solely in connection with the performance by Polski Bank Komórek Macierzystych S.A. (the "Company") of its statutory obligations towards the Company's shareholders, including the foreign shareholders. This document does not purport, directly or indirectly, to promote in any way the subscription or acquisition of the new shares of the Company and is not and shall not be treated as any marketing material produced or authorized by the Company in order to promote or encourage the new shares or the subscription of such new shares. This document is not for distribution in the United States, Australia, Canada or Japan. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or a solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act."
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