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32/2015 Withdrawal of the application for entry of data changes in the National Court Register concerning the increase of the share capital of the Company


 

 


The Management Board of Gremi Media S.A. (the "Company") announces that on October 1, 2015 the Company filed in the District Court in Warsaw, XII Commercial Department of National Court Register, a statement on the withdrawal of the application for entry of data change in the register of the National Court Register on registration legal effects of the resolution of the Annual General Meeting of the Company dated July 6, 2015 no. 30 on depriving the shareholders of pre-emptive rights on shares of series H and I, as well as resolution no. 31 on the increase of the share capital through the issue of shares of series H and I, and changes to the Articles of Association of the Company (collectively, the "Resolutions"). Furthermore, the Company has applied for cancellation of the registration proceedings in the above case.

Withdrawal of the above motion stems from a series of events and circumstances relating to the Resolutions occurring after conclusion of the Annual General Meeting of the Company dated July 6, 2015.

In particular, the described decision is impacted by the fact of the shareholders of the Company: Piotr Szczesny and Radoslaw Kędzior (collectively, "Claimants") filing the claim against the Resolutions and a request for protection asserted claims related to the Resolutions. Procedural actions of the Claimants resulted in rise of a conviction among participants of the organized trade that there is risk associated with filing the Claimants? claims directed against the Resolutions and that this risk would be eliminated definitively only after lengthy legal proceedings. Because of these risks, investors purchasing shares of Series H and I announced to withdraw from execution of the initially planned strategy.

The above risk was also not eliminated by waiving by the District Court in Warsaw on September 24, 2015 decisions revoking previously granted to the above shareholders of the Company protection of their claims directed against the Resolutions (of which the Company informed in the current report no. 30/2015 dated September 28, 2015). Validity, for some time in legal transactions, of these provisions granting the Claimants temporary protection of their claims - in view of the above circumstances - negatively affected the possibility of the Company's expected results of the announced restructuring actions and forced the Company to decide on the withdrawal of the described application for registration of data changes in the register of entrepreneurs of the National Court Register.

The Company wishes to emphasize, however, that withdrawal of the application for entry of data changes in the register of entrepreneurs of the National Court Register concerning the legal consequences of resolutions does not mean agreement with the Claimants in terms of assigning any defects to the described decisions of the General Meeting of the Company. The Company consistently is of the opinion that the Claimants' claims are obviously unfounded. The same position was also expressed by the District Court in Warsaw, which in the decisions of September 24, 2015 (ref. file no. XX GCo 163/15 and XX GCo 164/15) stated that the Claimants did not confirm the existence of sufficient evidence of their claims. In addition ? id regards to one of the Claimants - the above Court ruled that his actions constitute corporate blackmail, and the reason to initiate specific legal actions against the Resolutions was to block their implementation and use of this fact as an argument for negotiations.

Given the above circumstances, the Company currently estimates the size of losses due to unauthorized actions of the Claimants and analyzes the possibility of a claim for appropriate compensation. The Company will publish any further decisions regarding the above in an appropriate manner.

 

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