Investors
Current Report No. 13/2022 EBI – Registration of amendments to the Articles of Association
June 27, 2022
Company: CHERRYPICK GAMES S.A.
Subject: Registration of amendments to the Articles of Association
Legal basis: § 3(1)(2) of Exhibit 3 to the Alternative Trading System Rules “Current and periodic information provided in the Alternative Trading System on the NewConnect market”.
Content:
The Management Board of Cherrypick Games S.A. (“the Company”) hereby announces that it has been informed that today the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register has registered amendments to the Company’s Articles of Association made by Resolution No. 19 and No. 20 of the Annual General Meeting of 29 April 2022.
The following amendments were made to the Company’s Articles of Association:
A new paragraph 7 was added to § 7 to read as follows:
“7. The Company’s share capital was conditionally increased by an amount not exceeding PLN 9,000 (nine thousand zlotys) through the issue of not more than 60,000 (sixty thousand) ordinary series E bearer shares with a nominal value of PLN 0.15 (fifteen groszy) each (“Series E Shares”). The purpose of the conditional capital increase is to grant the right to take up Series E Shares to holders of Series B subscription warrants (“Series B Warrants”). The right to take up Series E Shares may be exercised no later than 31 December 2025.”
After § 7, § 7a was added in the following wording:
“§ 7a. The Management Board shall be authorised to make one or more increases in the Company’s share capital by an amount not exceeding PLN 45,000 (forty-five thousand zloty) through the issue of not more than 300,000 (three hundred thousand) ordinary bearer shares of one or more new series (“Target Capital”), on the following terms:
1) The authorisation set out in this § 7a, has been granted for a period until 29 April 2025;
2) Shares issued under the Authorised Capital may be taken up in exchange for cash contributions;
3)
The issue price of shares issued within the limits of the Authorised Capital shall be determined by the
Management Board with the approval of the Supervisory Board, provided that it shall not be lower than PLN 5.50 (in words: five zloty fifty groszy);
4) A resolution of the Board of Directors adopted within the scope of the statutory authorisation granted in this paragraph shall replace the resolution of the General Meeting to increase the share capital;
5) The Management Board is authorised to exclude the subscription rights of existing shareholders – a resolution of the Management Board to this effect requires the approval of the Supervisory Board;
6) The Board of Directors is authorised to issue registered or bearer subscription warrants entitling the holder to subscribe for shares in the Authorised Capital excluding subscription rights (subscription warrants);
7) The Board of Directors decides on all matters relating to the increase of the share capital within the framework of the Authorised Capital, in particular the Board of Directors is authorised to:
a) to conclude agreements with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) for the registration of shares subject to the provisions of generally applicable laws,
b) to adopt resolutions and take other actions concerning the issue of shares through private, closed and open subscription or through a public or non-public offering and to apply for the introduction of shares to trading in the alternative trading system on the NewConnect market, subject to the provisions of generally applicable laws,
c) to amend the articles of association to the extent related to the increase of the company’s share capital within the framework of the authorised capital and to establish a consolidated text incorporating these amendments.”