Announcement.

COGNOR HOLDING SA (47/2017) Determining the consolidated text of the Articles of Association

Legal basis: Article 56 para. 1 point 2 of the Act on the offer - current and periodic information The Management Board of Cognor Holding S.A. ("Company") publishes the consolidated text of the Company Statute, taking into account the changes introduced to the statute in connection with the occurrence of events referred to in the Company's current report No. 46/2017 of 14 December 2017, in connection with the registration on On December 14, 2017, the District Court in Częstochowa, XVII Commercial Division of the National Court Register, increased the Company's share capital, established the consolidated text of the Articles of Association. The Company hereby discloses the changes made to the Articles of Association below: Previous wording of § 7 Of the Articles of Association: 1 "The share capital of the Company is 132,444,496 (in words: one hundred thirty two million four hundred forty four thousand four hundred ninety six zlotys) and is divided into: a) 111,800 (in words: one hundred and eleven thousand eight hundred ) ordinary bearer shares of issue 1, two (two) zlotys each; b) 338,200 (in words: three hundred and thirty eight thousand two hundred ) ordinary bearer shares of issue 2, two (two) zlotys each; c) 550,000 (in words: five hundred and fifty thousand) ordinary bearer shares of issue number 3, two (two) zlotys each; d) 1,000,000 (in words: one million) ordinary bearer shares issue 4, two (two) zlotys each; e) 2,700,886 (in words: two million seven hundred thousand eight hundred and eighty-six) ordinary shares bearer issue 5, 2 (two) zlotys each, after taking redemption 630,601 (in words: six hundred thirty thousand six hundred one) shares on the basis of resolution No. 8 of the general meeting of 27 May 2004; f) 486.281 (in words : four hundred and eighty-six thousand two hundred and eighty-one) ordinary bearer shares of issue No. 6, two (two) zlotys each taking into account the redemption of 513,719 (five hundred and thirteen thousand seven hundred and nineteen) shares based on resolution No. 11 of the general meeting of June 3, 2005; g) 30,000,000 (thirty million) ordinary bearer shares of issue 7, two (two) zlotys each, h) 31,035,081 (in words: thirty one million thirty five thousand and eighty-one) ordinary shares bearer issue 8, issued as part of the conditional increase of the share capital in accordance with the resolution of the Extraordinary General MeetingOf the Meeting of April 23, 2009, after PLN 2 (say: two) each. 2 The shares were taken up: a) issue shares from No. 1 to No. 7 in exchange for a cash contribution, < b) issue shares 8 in the amount of 31.035.081 (thirty one million thirty five thousand and eighty-one) in exchange for a non-cash contribution in the form of: 33.621.338 (thirty three million six hundred twenty one thousand three hundred thirty eight) ordinary shares , B series, bearer, with a par value of PLN 3,362,13,13,80 of Złomrex Steel Services Spółka Akcyjna with its registered office in Warsaw, registered in the Register of Entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register under KRS 284378. 3 The share capital of the Company was conditionally increased by an amount not greater than 132,440,400 (one hundred thirty two million four hundred forty thousand four hundred ta) PLN, by issuing: a) no more than 66,220,000 (sixty six million two hundred and twenty thousand) ordinary bearer shares of issue 9, with a nominal value of PLN 2 (two) each share and a total nominal value of PLN 132,440 .000 (one hundred thirty two million four hundred and forty thousand) zlotys, in order to grant the right to subscribe for issue 9 shares by holders of series B subscription warrants issued pursuant to resolution 13 of the Extraordinary General Meeting of the Company dated March 14, 2011 resulting from Resolution No. 3 of the Extraordinary General Meeting of the Company of December 30, 2013, and New wording of § 7 of the Articles of Association: 1" The share capital of the Company is PLN 177,923.490 (in words: one hundred seventy seven million nine hundred twenty three thousand and four hundred and ninety zlotys) and is divided into: a) 111,800 (in words: one hundred and eleven thousand eight hundred) ordinary bearer shares of issue 1, PLN 1.50 each (one zloty and 50/100)each; b) 338,200 (in words: three hundred and thirty eight thousand two hundred) ordinary bearer shares of issue 2, PLN 1.50 each (one zloty and PLN 50/100) each; c) 550,000 ( in words: five hundred and fifty thousand) ordinary bearer shares of issue 3, PLN 1.50 each (one zloty and PLN 50/100) each; d) 1,000,000 (in words: one million) ordinary bearer shares of issue No. 4, PLN 1.50 (one zloty and PLN 50/100) each; f) 486.281 (in words: four hundred eighty-six thousand two hundred and eighty-one) ordinary bearer shares of issue 6, PLN 1.50 each (one zloty and PLN 50/100), each after redemption 513.719 (five hundred and thirteen thousand seven hundred and nineteen) shares based on Resolution No. 11 of the General Meeting of June 3, 2005; g) 30,000,000 (thirty million) ordinary bearer shares of issue No. 7, PLN 1.50 (one zloty and PLN 50/100) each; h) 31.035.081 (in words: thirty one million thirty five thousand and eighty-one) ordinary bearer shares of issue 8, issued in as part of the conditional share capital increase in accordance with the resolution of the Extraordinary General Meeting of April 23, 2009, for PLN 1.50 (one zloty and PLN 50/100) each; i) 26,528,415 (twenty-six million five hundred twenty eight thousand four hundred and fifteen) ordinary bearer shares of issue No. 11, PLN 1.50 each (one zloty and 50/100) each; j) 16,000,000 (in words: sixteen million) ordinary bearer shares of issue No. 12, PLN 1.50 (one zloty and PLN 50/100) each. 2 The shares were taken up: a) issue shares from No. 1 to No. 7 in exchange for a cash contribution; b) issue shares 8 in the amount of 31.035.081 (thirty one million thirty five thousand and eighty-one) in exchange for a non-cash contribution in the form of: 33.621.338 (thirty three million six hundred twenty one thousand three hundred thirty eight) ordinary shares, series B, bearer, worthPLN 3,362,133.80 of the nominal value of Złomrex Steel Services Spółka Akcyjna with its registered office in Warsaw, registered in the Register of Entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register under No. KRS 284378, c) issue No. 11 in exchange for a cash contribution; d) issue shares No. 12 in exchange for a non-cash contribution in the form of: 100 (one hundred) shares in the share capital of Odlewnia Metali Szopienice sp. z o. o. based in Katowice, at the address of priest Major Karol Woźniak 24, Katowice 40-389, entered into the Register of Entrepreneurs of the National Court Register kept by the Katowice-Wschód District Court in Katowice, 8th Commercial Department of the National Court Register, under KRS number 0000082395 ("Szopienice"), which constitute 100% of shares in the share capital of Szopienice and entitle to exercise 100% of votes at the Shareholders' Meeting of Szopienice. 3 The share capital of the Company was conditionally increased by no more than PLN 99,333,000 (ninety-nine million, three hundred and thirty thousand, three hundred zloty), by issue: < a) no more than 66,220,000 (sixty six million two hundred and twenty thousand) ordinary bearer shares of issue 9, with a nominal value of PLN 1.50 (one zloty and 50/100) each share, in order to grant rights to take-up of 9 issue shares by holders of B series subscription warrants issued pursuant to resolution No. 13 Na of the Ordinary General Meeting of the Company of 14 March 2011, taking into account changes resulting from Resolution No. 3 of the Extraordinary General Meeting of the Company of 30 December 2013, and The uniform text of the Statute is attached.

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Company information
Company name:Cognor Holding SA
ISIN:PLCNTSL00014
NIP:584-030-43-83
Adress: ul. Zielona 26 42-360 Poraj
Phone:+48 34 3160110
website:www.cognor.pl

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