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ESPI Current Report, No. 7/2023, Registration by the Court of a change in the Issuer’s name (business name), registered office, increase in share capital through the issuance of series D shares covered by shares of Hempley sp. z o.o. and amendments to the Articles of Association

08-03-2023 22:21:23 | Current | ESPI | 7/2023

Legal basis
Article 17 (1) MAR – confidential information.
Contents of the report:
The Management Board of Mycodern S.A. with its seat in Gdańsk _previously Median Polska S.A. with its seat in Mysłowice; hereinafter: the Issuer_ informs that on March 8, 2023. District Court Katowice-Wschód in Katowice, VIII Economic Division of the National Court Register registered in the Register of Entrepreneurs of the National Court Register:
– change of the Issuer’s name from Median Polska S.A. to Mycodern S.A.;
– change of the Issuer’s registered office from Mysłowice to Gdańsk;
– an increase in the Issuer’s share capital through the issue of 54,988,000 series D ordinary bearer shares, which were covered by a non-cash contribution in the form of 158 shares in the company Hempley sp. z o.o., as announced by the Issuer in ESPI Reports No. 10/2022 dated November 25, 2022. _Acquisition of 100% of shares of Hempley sp. z o.o., based in Gdansk_, EBI No. 17/2022 dated November 4, 2022. _Resolutions voted at the Annual General Meeting_ and EBI No. 21/2022 dated December 6, 2022. _Summary of subscription of Series D ordinary bearer shares_;
– Amendments to the Issuer’s Articles of Association resulting from the resolutions of the Annual General Meeting of November 4, 2022. _amendments: §1(1)-(3), §4(1), §5, §15(1) and (3), §17(2) and (3), §18(4), §20(3)(g_), §21(4); adding: §5a_, §12(5), §13(8), §20(3)(l_, §20(4_.

In connection with the registration, the value of the share capital was increased from PLN 886,517.00 to PLN 6,385,317.00, i.e. by PLN 5,498,800.00, through the issuance of 54,988,000 series D ordinary bearer shares with a par value of PLN 0.10 each, issued by private subscription to the shareholders of Hempley sp. z o.o..

Series D shares were covered by a non-cash contribution in the form of 100% of shares of Hempley sp. z o.o. with its seat in Gdańsk, entered in the Register of Entrepreneurs by the District Court Gdańsk-Północ in Gdańsk, VII Economic Department of the National Court Register, under the number: 0000847433, i.e. 158 shares with a nominal value of PLN 500.00 each, with a total nominal value of PLN 79,000.00, whose fair value was estimated at PLN 27,494,000.00, based on the opinion of independent auditor No. 10082 Anna Maria Antonik, dated October 5, 2022, drawing up the opinions on behalf of Kancelaria Audytorska 2A Sp. z o.o. with its registered office in Gliwice, entered on the list of auditing firms under number 3026, based on the valuation of the fair value of 100% of shares of Hempley sp. z o.o. with its registered office in Gdansk, prepared by Yoshi Innovation S.A. with its registered office in Chorzow in cooperation with the Office of Property Valuation and Real Estate Agency “PRESTIZ” S.C. Karina Rozko, Krzysztof Rozko as of August 5, 2022.

Enclosed, the Management Board submits an itemization of the registered amendments to the Articles of Association of the Company and the current consolidated text of the Articles of Association.

  • Piotr Zawadzki- President of the Board

Attachments:

Mycodern_-_Tekst_jednolity_statutu.pdf

Mycodern_-_Wyszczegolnienie_dokonanych_zmian_statutu.pdf

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