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33/2015 The introduction of changes to the agenda of the Extraordinary General Meeting of Gremi Media S.A. to be held on October 22, 2015


 

 


The Management Board of Gremi Media S.A. (the "Company") announces that on October 1, 2015 it received prepared based on Article. 401 § 1 of the Commercial Companies Code request of the Shareholder of the Company representing at least 1/20 of the share capital - of the company KCI S.A. seated in Cracow ("Shareholder"), for inclusion in the agenda of the Extraordinary General Meeting convened on October 22, 2015 the following points:

1. Adoption of a resolution to repeal resolutions no. 30 and no. 31 of the Ordinary General Meeting of the Company dated July 6, 2015, .;
2. Adoption of resolutions on changes in the composition of the Supervisory Board;
3. Adoption of a resolution on establishing the remuneration for the Supervisory Board of the Company;
4. Adoption of a resolution on amendment of the Articles of Association of the Company and the authorization of the Supervisory Board to establish a uniform content of the Articles of Association of the Company..

At the same time in the content of the above request the Shareholder explained that "the need for the Meeting to adopt the resolution based on the above-mentioned point 1 of the proposed agenda item stems first from the fact of rise of legal risks relating to resolutions 30 and 31 of the Annual General Meeting of the Company dated July 6, 2015 (hereinafter collectively: "Resolutions") in connection with procedural actions taken by shareholders of the Company in the person of Piotr Szczesny and Radoslaw Kędzior (collectively, "Claimants"), and secondly the extension of the process of registration of the share capital increase carried out on the basis of the Resolutions.

The result of a lawsuit brought by the Claimants in order to eliminate the Resolutions from the legal transactions, as well as the submission of applications for protection of the claims is the materialization of legal risks relating to the shares issued in connection with the above increase of the share capital of the Company. Regardless of the merits of the Claimants' claims, the identification of this risk makes the achievement of business purpose of KCI S.A. related with acquisition of the Company's shares of the new issue becomes much more difficult, if not impossible. Moreover - because of procedural actions taken by the Claimants - deadline for registration in the register of the National Court Register data changes resulting from the legal effects of Resolutions extended to the size unacceptable by KCI S.A. Despite the effective payment by the KCI S.A. to the Company for shares Series H and I of the new issue, KCI S.A. still does not have the securities it is due."
As a result, the Management Board encloses the agenda taking into account the request of the Shareholder and received from the Shareholder draft resolutions.

 

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