26.10.2021
CURRENT REPORT NO. 10/2021 DATED 26.10.2021
Sale of financial instruments by the Company
The Management Board of Krakchemia S.A. with its seat in Kraków (the “Company”) hereby informs that on 26 October 2021, financial instruments owned by the Company, i.e. the shares of a public company (VRG S.A.), were sold. The total value of the transaction amounted to PLN 3,450,000.
The Company allocated the proceeds from the transaction for, inter alia, early repayment of the overdraft to mBank S.A. under the loan agreement entered into on 2 March 2004. The Company informed about the loan, inter alia, in the following reports: Current Report No. 4/2021 dated 16 April 2021 and Current Report No. 21/2020 dated 1 October 2020, Current Report No. 12/2020 dated 29 June 2020, Current Report No. 8/2020 dated 31 March 2020, Current Report No. 31/2019 dated 25 September 2019, and Current Report No. 29/2019 dated 26 July 2019.
The repayment of the loan shall terminate the Company’s obligations under the loan before the originally agreed date.
Legal basis:
Art. 17 section 1 of MAR – confidential information
15.07.2021
CURRENT REPORT NO. 9/2021 DATED 15.07.2021
CHANGE OF THE SHARE IN THE OVERALL NUMBER OF VOTES
The Management Board of KRAKCHEMIA S.A. (the "Company") informs that on 14.07.2021 it received a notification dated 14.07.2021 from Peter Gyllenhammar AB ("PGAB") regarding the change in the overall number of votes. The information has been provided to the Company pursuant to Article 69 item 1 of the Act on public offers and the conditions for introducing financial instruments to an organized trading system and on public companies. The change in the number of votes took place as a result of the sale of the Company's shares on the WSE, carried out on July 12, 2021.
Before the sale, PGAB held 1,807,696 shares in the Company, representing 20.09% of the Company's share capital and entitling to 1,807,696 votes at the Company's general meeting, which constituted 20.09% of the overall number of votes in the Company.
After the sale, PGAB held 1,795,476 shares in the Company, representing 19.95% of the Company's share capital and entitling to 1,795,476 votes at the Company's general meeting, which constituted 19.95% of the overall number of votes in the Company.
Within the next 12 months, PGAB does not exclude the possibility of acquiring or selling the Company's shares depending on the market situation.
Furthermore, PGAB communicates that: (i) there are no subsidiaries of PGAB holding shares in the Company; (ii) there are no persons referred to in Article 87 item 1 point 3 letter c) of the Act and (iii) it does not possess the financial instruments referred to in Article 69 item 4 points 7 and 8 of the Act on the Company's shares.
The content of the notification in the Shareholder's letter.
Legal basis:
Article 70 item 1 of the Act of 29.07.2005 on public offers and the conditions for introducing financial instruments to an organized trading system and on public companies
24.06.2021
Current report No. 8/2021 dated 24.06.2021
LIST OF RESOLUTIONS ADOPTED AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF KRAKCHEMIA S.A. ON 24.06.2021.
The Management Board of KRAKCHEMIA S.A. communicates that the Ordinary General Meeting of Shareholders of KRAKCHEMIA S.A. on 24.06.2021 adopted the following resolutions:
RESOLUTION No. 1 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. elects Ms Katarzyna Ishikawa as chairwoman of the meeting.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 2 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. waives the appointment of the Returning Committee due to using the electronic vote counting system.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 3 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. accepts the proposed agenda.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 4 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. approves the Company's financial statements for the financial year 2020, which includes:
Balance sheet prepared as at December 31, 2020, showing the assets, equity and liabilities in the amount of PLN 45,642,136.58;
Profit and loss account for the period from January 1, 2020 until December 31, 2020, showing a net loss of PLN 5,780,908.66;
Cash flow statement for the period from January 1, 2020 to December 31, 2020, showing a decrease in cash and the overdraft by the amount of PLN 2,882,619.90;
Statements of changes in equity for the period from January 1, 2020 until December 31, 2020, showing a decrease in equity by the amount of PLN 6,770,158.51;
Notes to financial statements.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 5 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. approves the Management Board's report on the activities of the Company for the financial year 2020, which includes:
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 6 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides that the net loss in the financial year 2020 for the period from January 1, 2020 to December 31, 2020 in the amount of PLN 5,780,908.66 shall be covered from the Company's supplementary capital.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 7 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Andrzej Zdebski a vote of approval for the performance of his duties as the President of the Management Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 3,220,423 valid votes were cast from 3,220,423 shares representing 35.78% of the share capital, including: 3,220,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 8 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Łukasz Adach a vote of approval for the performance of his duties as the Vice-President of the Management Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 9 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Jerzy Mazgaj a vote of approval for the performance of his duties as the Chairman of the Supervisory Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 1,318,037 valid votes were cast from 1,318,037 shares representing 14.64% of the share capital, including: 1,318,037 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 10 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Ms Barbara Mazgaj a vote of approval for the performance of her duties as the Member of the Supervisory Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 11 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Władysław Kardasiński a vote of approval for the performance of his duties as the Secretary of the Supervisory Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 12 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Wacław Andruszko a vote of approval for the performance of his duties as the Member of the Supervisory Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 13 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Marek Hajbos a vote of approval for the performance of his duties as the Member of the Supervisory Board in the financial year 2020, i.e. for the period from January 1, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 14 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Maciej Matusiak a vote of approval for the performance of his duties as the Member of the Supervisory Board in the financial year 2020, i.e. for the period from June 30, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 15 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to grant Mr. Andrzej Szumański a vote of approval for the performance of his duties as the Member of the Supervisory Board in the financial year 2020, i.e. for the period from June 30, 2020 to December 31, 2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 16 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. expresses a positive opinion on the Report of the Supervisory Board of KRAKCHEMIA S.A. on the remuneration of members of the Management Board and Supervisory Board for 2019-2020.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
RESOLUTION No. 17 of the Ordinary General Meeting of KRAKCHEMIA S.A.
The Ordinary General Meeting of KRAKCHEMIA S.A. decides to make the following changes to the Remuneration Policy for Members of the Management Board and Supervisory Board of KRAKCHEMIA S.A. adopted by the General Meeting of KRAKCHEMIA S.A. on June 30, 2020:
Item III.1 is replaced by the following:
“Members of the Company's Management Board are employed under employment or appointment contracts. The remuneration of the Members of the Management Board includes monthly wages, whose amount is determined in the form of a resolution of the Supervisory Board, as well as variable remuneration components in the form of incentive bonuses and programs based on the Company's shares. Moreover, the Company also incurs other costs arising in connection with the performance of the function of a Management Board Member, including the costs of using company cars by Members of the Management Board.
Employment contracts may be concluded with Members of the Management Board and/or Members of the Management Board may perform their functions by appointment.”;
In item III.2.1. item 1 is replaced by the following:
“The fixed remuneration of a Member of the Management Board is defined in an employment contract concluded based on a resolution of the Supervisory Board or/and a resolution of the Supervisory Board regarding the appointment.";
In item III.2.2 is completed by item 11, which is replaced by the following:
“The variable remuneration is paid on the basis of a resolution of the Supervisory Board in respect of employment or appointment.";
Item III.2.4 is replaced by the following:
“In the event of termination of employment contracts or termination of their functions in the Management Board, Members of the Management Board may be awarded severance pay in the amount of no more than 12 monthly fixed wages and, in the event of conclusion of non-compete clauses, compensation for the duration of said clauses. Non-compete clauses may be terminated unilaterally by the Company.
The Company covers the costs of benefits under the group health insurance contract concluded.
Members of the Management Board are entitled to additional benefits in the form of reimbursement of expenses and costs incurred in connection with the performance of their official duties and of their function”.
In a voting on the resolution, 4,280,423 valid votes were cast from 4,280,423 shares representing 47.56% of the share capital, including: 4,280,423 votes "for", 0 votes "against" and 0 votes "abstaining".
Legal basis:
Article 56 item 1 point 2 of the Public Offering Act - current and periodic information
24.06.2021
CURRENT REPORT NO. 7/2021 DATED 24.06.2021
LIST OF SHAREHOLDERS HOLDING AT LEAST 5% OF VOTES AT THE ORDINARY GENERAL MEETING OF KRAKCHEMIA S.A. ON JUNE 24, 2021
Management Board of KRAKCHEMIA S.A. publishes the list of shareholders holding at least 5% of votes at the Ordinary General Meeting of KRAKCHEMIA S.A. on June 24, 2021:
Jerzy Mazgaj - held 2,962,386 votes, constituting 69.21% of votes at this Ordinary General Meeting of KRAKCHEMIA S.A., which constituted 32.92% of the overall number of votes.
Andrzej Zdebski - held 1,060,000 votes, constituting 24.76% of votes at this Ordinary General Meeting of KRAKCHEMIA S.A., which constituted 11.78% of the overall number of votes.
IPOPEMA 2 FIZ with its registered office in Warsaw - held 258,037 votes constituting 6.03% of votes at this Ordinary General Meeting, which constituted 2.87% of the overall number of votes.
Legal basis:
Article 70 item 3 of the Act of 29.07.2005 on public offers and the conditions for introducing financial instruments to an organized trading system and on public companies
27.05.2021
Current report No. 6/2021 dated May 27, 2021
Announcement on the convening of the Annual General Meeting of Krakchemia S.A. and draft resolutions for the Ordinary General Meeting of Krakchemia S.A.
The Management Board of Krakchemia S.A. with its registered office in Krakow (the "Company"), announces the convening of the Ordinary General Meeting of Shareholders of the Company on June 24, 2021, at 12:00 at the Company's seat in Krakow, at ul. Powstania Listopadowego 14.
The full text of the announcement on convening the Ordinary General Meeting of the Company is attached as Appendix 1 hereto.
The Management Board of the Company publishes the draft resolutions for the Ordinary General Meeting of the Company convened for June 24, 2021, which constitute Appendix 2 hereto.
Information on the Ordinary General Meeting on the Company's website at: www.krakchemia.com.pl.
Legal basis:
Article 56 item 1 point 2 of the Public Offering Act - current and periodic information
11 May 2021
CURRENT REPORT NO. 5/2021 DATED 11 MAY 2021
Subject: Information on the impact of coronavirus effects on the Issuer’s results
The Management Board of KRAKCHEMIA S.A. with its seat in Kraków (the “Company”) informs that, in the preparation of the periodical report for the first quarter of 2021, it recognised the impact of the coronavirus effects on the Company’s results, i.e. an increase of the financial result.
According to the Company’s preliminary estimates, due to sales revenues of PLN 34 million, the Company’s net profit will amount to approximately PLN 2.46 million.
This result was caused by the disruption in raw material availability, unusual for the industry, due to the impact of the coronavirus. More difficult access to commodities resulted in dynamic price changes. This resulted in an increase in the Company’s net result, which is highly likely to repeat in subsequent quarters of the current year.
The Company represents that the works on the periodical report are not finished and the figures referred to above are only estimates.
Legal basis:
Art. 17 section 1 of MAR
16 April 2021
CURRENT REPORT NO. 4/2021 DATED 16 APRIL 2021
SIGNING THE ANNEX TO THE LOAN AGREEMENT WITH MBANK S.A.
The Management Board of KRAKCHEMIA S.A with its seat in Kraków (the “Company”) hereby reports that on 16 April 2021 it received from mBank S.A. with its seat in Warszawa (the “Bank”) the signed annexe to the loan agreement for overdraft of 2 March 2004 (the “Agreement”). Pursuant to the annexe to the Agreement, the loan repayment term was extended until 31 December 2021.
Furthermore, the overdraft amounts and loan use periods changed: (i) PLN 2,390,000.00 from 15 April 2021 to 29 April 2021, (ii) PLN 2,340,000.00 from 30 April 2021 to 31 May 2021, (iii) PLN 2,290,000.00 from 1 June 2021 to 30 June 2021, (iv) PLN 2,240,000.00 from 1 July 2021 to 29 July 2021, (v) PLN 2,190,000.00 from 30 July 2021 to 31 August 2021, (vi) PLN 2,140,000.00 from 1 September 2021 to 30 September 2021, (vii) PLN 2,090,000.00 from 1 October 2021 to 28 October 2021, (viii) PLN 2,040,000.00 from 29 October 2021 to 30 November 2021, (ix) PLN 1,990,000.00 from 1 December 2021 to 31 December 2021.
The Company informed about previous amendments to the Agreement, inter alia in the following reports: Current Report No. 21/2020 dated 1 October 2020, Current Report No. 12/2020 dated 29 June 2020, Current Report No. 8/2020 dated 31 March 2020, Current Report No. 31/2019 dated 25 September 2019, and Current Report No. 29/2019 dated 26 July 2019.
Legal basis:
Art. 17 section 1 of MAR
CURRENT REPORT NO. 3/2021 DATED 7 JANUARY 2021
PUBLICATION DATES OF PERIODICAL REPORTS IN 2021
The Management Board of KRAKCHEMIA S.A. announces the publication dates of periodical reports in 2021:
The Company does not publish an interim report for the fourth quarter of 2020 and an interim report for the second quarter of 2021 in accordance with the provisions of § 79(2) of the Ordinance of the Minister of Finance of 29 March 2018 on current and interim information communicated by issuers of securities and on the conditions for regarding as equivalent the information required by the provisions of law in force in a non-Member State.
Legal basis:
§ 80(1) of the Ordinance of the Minister of Finance of 29 March 2018 on current and interim information communicated by issuers of securities and on the conditions for regarding as equivalent the information required by the provisions of law in force in a non-Member State.
CURRENT REPORT NO. 2/2021 DATED 5 JANUARY 2021
DISMISSAL OF THE COMPANY’S COMPLAINT BY THE PROVINCIAL ADMINISTRATIVE COURT IN KRAKÓW
With reference to the decision of the Director of the Tax Administration Chamber in Kraków, as advised by the Company in Current Report No. 18/2020 dated 14 July 2020 , the Management Board of Krakchemia S.A. with its seat in Kraków (the “Company”) hereby reports that on 5 January 2021 the Company was delivered a judgment dated 25 November 2020 of the Provincial Administrative Court in Kraków (“WSA”) dismissing the Company’s complaint against the said decision. The judgment was rendered at a closed door hearing without prior notice to the Company.
Relying on the opinion of, inter alia, its tax advisor, the Company disagrees with the WSA’s judgment. The Company intends to immediately take further legal actions to defend its position by filing cassation appeals with the Supreme Administrative Court.
The execution of the decision was suspended by an order dated 25 September 2020, as advised by the Company in the Current Report No. 22/2020 dated 5 October 2020.
Legal basis:
Art. 17 section 1 of MAR – confidential information.
CURRENT REPORT NO. 1/2021 DATED 5 JANUARY 2021
SIGNING THE ANNEX TO THE LOAN AGREEMENT WITH ALIOR BANK S.A.
The Management Board of KRAKCHEMIA S.A with its seat in Kraków (the “Company”) hereby reports that on 5 January 2021 it received information that the annexe to the loan agreement for overdraft No. U0003207958476/A between the Company and Alior Bank S.A. (the “Loan Agreement”) was signed on 31 December 2020. The loan balance as at 31 December 2020 amounts to PLN 5,147,488.11 (say: five million one hundred and forty seven thousand four hundred and eighty eight PLN 11/100). According to the annexe, the final repayment date of the loan shall be changed to 31 December 2021. The loan principal shall be repaid in thirteen (13) monthly installments payable on the last day of each month, beginning on 31 December 2020. The first installment amounts to PLN 60,000.00 (say: sixty thousand PLN). The subsequent eleven installments amount to PLN 80,000.00 (say: eighty thousand PLN) each. The last (thirteenth) installment shall be a compensation and settlement installment.
The Company informed about previous amendments to the Loan Agreement inter alia in the following reports: Current Report No. 5/2020 dated 6 March 2020, Current Report No. 33/2019 dated 26 September 2019, Current Report No. 30/2019 dated 29 July 2019, Current Report No. 9/2019 dated 15 April 2019, Current Report No. 13/2019 dated 23 April 2019, Current Report No. 15/2019 dated 15 May 2019, and Current Report No. 26/2019 dated 28 June 2019.
Legal basis:
Art. 17 section 1 of MAR