Drafts of the R of the Company under with a registered ... · The proposed content of the draft of...

1

Drafts

of the Resolutions of the Extraordinary Shareholders’ Meeting

of Polski Bank Komórek Macierzystych S.A.

(Polski Bank Komórek Macierzystych JSC)

Re.: par. 2 of the Agenda

Resolution no. _

of the Extraordinary Shareholders’ Meeting of the Company under

the Polski Bank Komórek Macierzystych Spółka Akcyjna

(Polski Bank Komórek Macierzystych Joint Stock Company) business name

with a registered office in Warsaw

of (date) ____ 2018

on an election of the Chairman of the Extraordinary Shareholders’ Meeting of the Company

§ 1

The Extraordinary Shareholders’ Meeting of the Company under the Polski Bank Komórek

Macierzystych Spółka Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) business

name with a registered office in Warsaw (“the Company”), acting on the basis of Art. 409 § 1 of the

of the Code of Commercial Partnerships and Companies and § 11 section 7 of the Articles of

Association of the Company and § 9 of the Rules and Regulations of the Shareholders’ Meeting elects

for the Chairman of the of the Extraordinary Shareholders’ Meeting

Mr./Ms. ___________________________

§ 2

The resolution shall enter into force on the date of its adoption.

SUBSTANTIATION:

The proposed content of the draft of the resolution is of the formal nature. According to Art. 409 § 1

of the Code of Commercial Partnerships and Companies the sessions of the Shareholders’ Meeting are

led by its chairman elected by the Shareholders among the persons authorized to participate in the

Meeting. With regard to the above adopting a resolution in respect of this subject is a necessary

element of the properly conducted Shareholders’ Meeting.

2


Resolution no. _





of (date) ____ 2018

on adopting the agenda

§ 1



name with a registered office in Warsaw (“the Company”, “PBKM S.A”), adopts the following agenda:

1. Opening of the Meeting.

2. Electing the Chairman of the Shareholders' Meeting.

3. Determination if the Shareholders' Meeting was properly convened and is able to pass

resolutions.

4. Adopting the agenda of the Shareholders' Meeting.

5. Waiving the election of the Returning Committee.

6. Passing a resolution on an amendment of the Articles of Association of the Company related

to an issuance of 28,234 bearer shares of series K within a frame of the conditional increase

of the share capital.

7. Passing a resolution on: (i) an increase of the Company’s share capital by an amount not less

than 50 (fifty) Polish groszes, and not higher than 473,482 (four hundred and seventy-three

thousand four hundred and eighty-two) PLN by an issuance of the new ordinary shares of

series L, waive entirely a pre-emptive right of the current shareholders with regard to the

shares of the new issuance of series L, and a right to the shares of series L admitted to

trading on the regulated market conducted by the Warsaw Stock Exchange JSC; and (iii) an

amendment of the Company’s Articles of Association.

8. Passing a resolution on an amendment of the rules and an amount of the remuneration of

the members of the Supervisory Board.

9. Passing a resolution on approving the amendments to the Rules and Regulations of the

Supervisory Board.

10. Passing a resolution on an amendment of the Articles of Association of the Company.

11. Passing a resolution on appointing a member of the Supervisory Board.

12. Closing of the Shareholders' Meeting session.

§ 2


SUBSTANTIATION:

According to § 14 section 1 of the Rules and Regulations of the Shareholders’ Meeting of PBKM S.A.,

the Shareholders’ Meeting passes the resolutions on the issues included in the agenda.

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Resolution no. _





of (date) ____ 2018

on waiving an election of the Returning Committee

§ 1



name with a registered office in Warsaw (“the Company”), acting on the basis of § 20 section 1 of the

Rules and Regulations of the Shareholders’ Meeting waives the election of the Returning Committee.

§ 2


SUBSTANTIATION:

According to § 20 section 1 of the Rules and Regulations of the Shareholders’ Meeting of PBKM S.A.,

the Shareholders’ Meeting may waive the election of the Returning Committee, what is substantiated

in connection with ensuring the electronic handling of the Extraordinary Shareholders’ Meeting by a

specialised entity that counts the votes cast.


Resolution no. _


the POLSKI BANK KOMÓREK MACIERZYSTYCH Spółka Akcyjna

(POLSKI BANK KOMÓREK MACIERZYSTYCH Joint Stock Company) business name


of (date) ____ 2018

on an amendment of the Articles of Association of the Company related to an issuance of 28,234

bearer shares of series K within a frame of the conditional increase of the share capital

§ 1




Code of Commercial Partnerships and Companies and § 11 section 13 of the Articles of Association,

decides to amend the Articles of Association of the Company in such a manner that:

4

With regard to an increase of the share capital of the Company on 26th October 2018 by an issuance

of 28,234 (twenty-eight thousand two hundred and thirty-four) ordinary bearer shares of series K

with a nominal value of 0.50 PLN (fifty Polish groszes) each, which was effective as a e result of

entering these shares on the securities accounts of the participants of an incentive scheme, who

acquired these shares according to the resolution of the Extraordinary Shareholders’ Meeting of the

Company of 15th February 2016 on the incentive scheme in the Company, a conditional increase of

the share capital of the Company in connection with an issuance of the ordinary bearer shares of

series K while excluding in full a pre-emptive right of the current shareholders, an amendment of the

Articles of Association of the Company, an issuance of the subscription warrants while excluding in

full a pre-emptive right of the current shareholders and applying for admitting the shares of series K

to trading on the regulated market, and a dematerialisation of the shares of series K, by this

resolution § 5 section 2 of the Articles of Association of the Company is amended in such a manner

that it shall have the following wording:

“2. The share capital of the Company is of 2,381,527.00 (two million three hundred eighty-

one thousand five hundred twenty-seven) Polish zlotys and is divided into 4,763, 054 (four

million seven hundred sixty-three thousand fifty-four) shares of a nominal value of 0.50 PLN

(fifty Polish groszes) each, including:

1) 1,752,227 (one million seven hundred fifty-two thousand two hundred twenty-seven) of

the ordinary bearer shares of series A;

2) 203,600 (two hundred and three thousand six hundred) of the ordinary bearer shares of

series B;

3) 30,600 (thirty thousand six hundred) of the ordinary bearer shares of series C;

4) 484,400 (four hundred eighty-four thousand four hundred) of the ordinary bearer shares

of series D;

5) 232,200 (two hundred thirty-two thousand two hundred) of the ordinary bearer shares

of series E;

6) 1,630,000 (one million six hundred and thirty thousand) of the ordinary bearer shares of

series F;

7) 94,200 (ninety-four thousand two hundred) of the ordinary bearer shares of series G;

8) 32,000 (thirty-two thousand) of the ordinary bearer shares of series H;

9) 163,000 (one hundred and sixty-three thousand) of the ordinary bearer shares of series

I;

10) 112,593 (one hundred and twelve thousand five hundred and ninety-three) of the

ordinary bearer shares of series J;

11) 28,234 (twenty-eight thousand two hundred and thirty-four) of the ordinary bearer

shares of series K.”

§ 2

The consolidated text of the Articles of Association of the Company shall be drawn up by the

Management of the Company according to § 15 section 2 of the Articles of Association of the

Company.

SUBSTANTIATION:

The resolution is adopted in order to update a content of the Articles of Association within a scope

related to an amount of the share capital of the Company and a quantity of the shares in the share

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capital of the Company upon coming into effect on 26th October 2018 the issuance of 28,234

ordinary bearer shares of series K, which was acquired by the participants of the incentive scheme of

the Company.


Resolution no. _





of (date) ____ 2018

on (i) an increase of the share capital of the Company by an amount not less than 50 (fifty) Polish

groszes, and not higher than 473,482 (four hundred and seventy-three thousand four hundred and

eighty-two) PLN by an issuance of the new ordinary shares of series L, an entire deprivation of a

pre-emptive right of the current shareholders with regard to all shares of the new issuance of

series L, (ii) a dematerialisation and an application for an admittance and an introduction the

shares of the new issuance of series L and the rights to the shares of series L admitted to trading on

the regulated market conducted by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw

Stock Exchange JSC); and (iii) an amendment of the Articles of Association of the Company

The Extraordinary Shareholders’ Meeting of the Company, acting on the basis of Art. 430, Art. 431 § 2

par. 1, Art. 431 § 7 in connection with Art. 310 § 2-4, Art. 432 and 433 § 2 of the Act of 15th

September 2000 – the Code of Commercial Partnerships and Companies (“the CCPC”), Art. 5 of the

Act of 29th July 2005 on trading in financial instruments (“the Act on Trading”) and § 11 section 13

par. 10 of the Articles of Association of the Company, adopts, as follows:

§ 1

1. It increases the share capital of the Company from an amount of 2,381,527.00 (two million

three hundred eighty-one thousand five hundred twenty-seven) Polish zlotys by an amount

not less than 50 (fifty) Polish groszes and not higher than 473, 482 (four hundred seventy-

three thousand four hundred eighty-two) Polish zlotys, up to an amount not less than

2,381,527.50 (two million three hundred eighty-one thousand five hundred twenty-seven)

Polish zlotys and 50 (fifty) Polish grosses, but not higher than 2,855,009 (two million eight

hundred fifty-five thousand nine) Polish zlotys by an issuance of the new ordinary bearer

shares of series l in a quantity not less than 1 (one) and not higher 964,964 (nine hundred

forty six thousand nine hundred sixty four) pieces, with a nominal value of 0.50 Polish zloty

(fifty Polish groszes) each share (”the Shares of Series L”).

2. An issuance of the Shares of Series L shall be performed as a private subscription within a

meaning of Art. 431 § 2 par. 1 of the Code of Commercial Partnerships and Companies

directed only to the selected investors (“the Private Subscription”), who:

(a) were indicated by the Management Board of the Company, subject to § 3 section 3 of this

resolution, as the ones that fulfil the following conditions (“the Conditions for Considering as

the Entitled Investor”) specified in this resolution (“the Entitled Investors”):

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(i) are the professional clients within a meaning of the Act on Trading; or

(ii) each of these investors can, pursuant to the conditions specified in this

resolution, acquire the Shares of Series L with a value, counted according to an

issue price as of a date of its determination, that is at least of 100,000.00 (one

hundred thousand) EUR; and

(iii) were indicated by the Management Board of the Company, subject to § 3 section

3 of this resolution, to invite them to a participation in a process of demand book

building for the shares of Series L (“the Book Building Process”).

3. The Management Board of the Company can take a decision on an issuance of the Shares of

Series L as a public offer within a meaning of Art. 3 section 1 of the Act of 29th July 2005 on

public offering, conditions governing the introduction of financial instruments to organised

trading, and public companies (“the Act on offering”) directed to the Entitled Investors.

4. The Entitled Investors should make the declarations about their interest in acquiring the

Shares of Series L at the price, which is not lower that an issue price of the Shares of Series L

determined by the Management Board of the Company, according to the rules specified in

this resolution, upon a completion of the Book Building Process.

5. A final value of the increase in the share capital of the Company within the limits determined

in this resolution, according to art. 310 § 2 of the CCPC in connection with Art. 431 § of the

CCPC, shall be determined upon a performance of the Private Subscription, as a result of an

allocation of the properly acquired and paid up Shares of Series L, by a submission by the

Management Board, in the form of a notarial deed, prior to reporting the increase in the

share capital of the company to the Register of Entrepreneurs of the National Court Register

(KRS), a declaration about an amount of the acquired share capital of the Company.

6. A final issue price of the Shares of Series L shall be determined by the Management Board of

the Company in a manner specified in the written opinion of the Management Board that

substantiates an exclusion of the pre-emptive right in respect of the Shares of Series L,

provided that, the issue price of the Shares of Series L cannot be lower than an average

market price, that is, the price that is an arithmetical mean from the turnover volume

weighted average, daily prices of the shares of the Company, excluding the block

transactions from a period of one month preceding the adoption of this resolution, within

which period was executed trading in shares of the Company on the primary market

conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock

Exchange JSC).

§ 2

Pursuant to Art. 433 § 2 of the Code of Commercial Partnerships and Companies, in the interest of

the Company, is excluded fully a pre-emptive right with regard to the Shares of Series L entitled to

the Shareholders of the Company. The written opinion of the Management Board of the Company

that substantiates excluding of the pre-emptive right with regard to the Shares of Series L of the

current shareholders and specifying a manner of a determination of the issue price with regard to

the Shares of Series L constitutes an appendix to this resolution.

§ 3

1. The Extraordinary Shareholders’ Meeting hereby authorizes the Management Board to take all

measures related to the increase in the share capital, mentioned in this resolution, in that to

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take all necessary acts in order to offer the Shares of Series L in a form of the Private

Subscription within a meaning of Art. 431 § 2 par. 1 of the Code of Commercial Partnerships

and Companies and to determine the detailed acquisition conditions of the Shares of Series L,

including;

(a) to determine the issue price of the Shares of Series L pursuant to the conditions

specified in this resolution and in the written opinion of the Management Board that

substantiates excluding the pre-emptive right of the Shares of Series L, while considering

the results of the Book Building Process and with an assumption of the in-flows

maximisation from the Shares of Series L;

(b) to determine the dates to submit the acquisition offers in respect of the Shares of Series

L and to conclude by the Company the agreements on acquiring the Shares of Series L,

whereas the conclusion of the agreements on acquiring the Shares of Series L by the

Company may take place not later than within 6 (six) months from a date of adopting

this resolution; and

(c) to determine, subject to section 3 below, the rules related to offering the Shares of

Series L, in that, inter alia, to indicate the Entitled Investors, who shall be invited to the

participation in the Book Building Process (the Entitled Investors selected in this manner

are hereinafter referred to as the “Participants of the Book Building Process”), to

specify the rules of the selection the Entitled Investors, to whom shall be submitted the

offers to acquire the Shares of Series L, and with whom shall be concluded the

agreements on acquiring the Shares of Series L (”the Subscription Rules”);

(d) to determine, subject to section 3 below, a possible quantity of the Shares of Series L, as

shall be offered to the Participants of the Book Building Process upon a completion of

the Book Building Process, whereas:

(i) the Subscription Rules shall foresee in particular that the Entitled Investors that

are the Shareholders of the Company, as of a date of a registration of the

participation for this Extraordinary Shareholders’ Meeting of the Company (”the

Priority Date”), who have the shares that entitle them to exercise at last 0.5% of

the total quantity of the votes in the Company (“the Entitled Investors Covered

by Priority”) shall be entitled to the priority right in respect of acquiring the

Shares of Series L in a quantity that corresponds to a product of: (a) a ratio of a

quantity of the shares of the Company owned by the Entitled Investor Covered by

Priority as of the Priority Date specified in the confirming document or a list of the

entitled to the participation in this Extraordinary Shareholders’ Meeting to a

quantity of all existing shares of the Company as of the Priority Date; and (b) a

final, determined by the Management Board, quantity of the offered Shares of

Series L, whereas in this case, when the determined in this manner quantity of the

Shares of Series L that falls to the concerned Entitled Investor Covered by Priority

is not an integer number, it shall be rounded down to the closest integer number

(“the Priority in Acquiring the Shares of Series L”);

(ii) the Entitled Investor Covered by Priority may exercise the Priority in Acquiring the

Shares of Series L provided that Entitled Investor fulfils the following additional

conditions (“the Conditions to Be Recognised as the Entitled Investor Covered by

Priority”) in a manner that, according to the Management Board of the Company,

subject to section 3 below, is proper:

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(A) upon a prior invitation by the Management Board of the Company,

submitted subject to section 3 below, he/she (1) presents, within the Book

Building Process, a document that confirms that the concerned investor

was the shareholder of the Company on the Priority Date and (2) this

Investor makes, within the Book Building Process, a declaration that he/she

is interested in acquiring the Shares of Series L, at the price not lower than

the issue price finally determined by the Management Board of the

Company; and

(B) upon taking a decision by the Management Board of the Company, subject

to section 3 below, about making an offer in respect of acquiring the Shares

of Series L to this investor, concluding an agreement on acquiring the

Shares of Series L proposed to him/her at the issue price determined by the

Management Board of the Company;

7

2. The above-mentioned provisions do not restrict a right of the Management Board to offer the

other Shares of Series L not included in exercising the Priority in Acquiring the Shares of Series

L at its sole discretion, in that also to the selected Entitled Investors, at the price not lower

than the price offered to the Entitled Investors Covered by Priority.

3. Recognising if the Entitled Investor fulfils the Conditions to Be Recognised as the Entitled

Investor and the Conditions to Be Recognised as the Entitled Investor Covered by Priority, and

taking a decision about inviting the concerned investor to the participation in the Book

Building Process and making an offer to acquire the Shares of Series L by this investor is at the

sole discretion of the Management Board of the Company; provided that the Management

Board of the Company shall exercise due diligence to offer the Shares of Series L to the Entitled

Investors Covered by Priority, that fulfil the above-mentioned conditions, if a settlement of the

subscriptions of the Shares of Series L to the benefit of this Entitled Investors Covered by

Priority can be performed technically within a deadline specified by the Management Board of

the Company.

§ 4

The Shares of Series L can be paid up only by a cash contribution.

§ 5

1. The Shares of Series L, if the conditions of the above-mentioned registration are met, the

rights to Shares of Series L, shall be a subject of an application for admitting and permitting

into trading on the regulated market conducted by the Giełda Papierów Wartościowych w

Warszawie S.A. (Warsaw Stock Exchange JSC) without drawing up and posting a prospectus

according to art. 1 section 5 (a) of the Regulation of the European Parliament and the Council

(EU) 2017/1129 of 14th June 2017 on prospectus to be published when securities are offered to

the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Hereby the Management Board is obliged and authorised to the take all necessary actions

related to admitting and introducing the Shares of Series L to trading on the regulated market

conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange

JSC) according to this resolution.

9

2. The Shares of Series L shall be dematerialised within a meaning of the Act on Trading. The

Management Board of the Company is authorised to conclude an agreement with the Krajowy

Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland JSC) on a

registration the securities of the Shares of Series L in the Depository and, if the conditions of

the above-mentioned registration are met, to take any other necessary measures connected

with their dematerialisation.

§ 6

The Management Board of the Company is hereby authorised to take a decision about waiving a

performance of this resolution, suspending its performance, waiving a performance of the Private

Subscription within a meaning of art. 431 § 2 par. 1 of the CCPC or suspending its performance at any

time.

§ 7

The Shares of Series L shall be included in a dividend according to the following rules:

(a) The Shares of Series L issued or credited for the first time on the securities account in the

given financial year, at the latest to the dividend payment date, specified by the

Shareholders’ Meeting of the Company, inclusive of that date, are considered in the profit

appropriation beginning from the first day of the financial year preceding the financial year,

in which these shares were issued or credited to the securities account;

(b) The Shares of Series L issued or credited for the first time to the securities account in the

given financial year, after the dividend payment date, specified by the Shareholders’

Meeting of the Company, are considered in the profit appropriation beginning from the

first date of the financial year preceding the financial year, in which these shares were

issued or credited to the securities account.

§ 8

In connection with this resolution, § 5 section 2 of the Articles of Association of the Company is

amended in such a manner that it worded as follows:

“2. The share capital of the Company is not less than 2,381,527.50 (two million three hundred

eighty-one thousand five hundred twenty-seven) Polish zlotys and 50 (fifty) Polish groszes and

no more than 2,855,009 (two million eight hundred fifty-five thousand nine) Polish zlotys, and

is divided into not less than 4,763, 055 (four million seven hundred sixty three thousand fifty

five) and not more than 5,710,018 (five million seven hundred and ten thousand and eighteen)

shares of a nominal value of 0.50 Polish zloty (fifty Polish groszes) each, including:

1) 1,752,227 (one million seven hundred fifty-two thousand two hundred twenty-seven) of

the ordinary bearer shares of series A;

2) 203,600 (two hundred and three thousand six hundred) of the ordinary bearer shares of

series B;

3) 30,600 (thirty thousand six hundred) of the ordinary bearer shares of series C;

4) 484,400 (four hundred eighty-four thousand four hundred) of the ordinary bearer shares

of series D;

5) 232,200 (two hundred thirty-two thousand two hundred) of the ordinary bearer shares of

series E;

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6) 1,630,000 (one million six hundred and thirty thousand) of the ordinary bearer shares of

series F;

7) 94,200 (ninety-four thousand two hundred) of the ordinary bearer shares of series G;

8) 32,000 (thirty-two thousand) of the ordinary bearer shares of series H;

9) 163,000 (one hundred and sixty-three thousand) of the ordinary bearer shares of series I;

10) 112,593 (one hundred and twelve thousand five hundred and ninety-three) of the

ordinary bearer shares of series J;

11) 28,234 (twenty-eight thousand two hundred and thirty-four) of the ordinary bearer shares

of series K;

12) not less than 1 (one) and no more than 946,964 (nine hundred forty-six thousand nine

hundred sixty-four) of the ordinary bearer shares of series L”.

§ 9

The consolidated text of the Articles of Association of the Company drawnn up by the Management

Board of the Company according to § 15 section 2 of the Articles of Association of the Company.

Substantiation:

The increase in the share capital of the Company by an issuance of the Shares of Series L shall be one

of the significant factors of providing a support to the Company in a performance of the acquisition

strategy. The in-flows from the issuance of the shares shall be used for financing a purchase and/or

an acquisition of the shares of the companies according to a development strategy of the Company

and its group. An intention of the Management Board of the Company, subject to the effects of the

Book Building Process and while respecting the rule of the priority right, is to acquire during the

issuance a foreign investor/-s that is/are interested in a consolidation of the European banks of stem

cells and that could be interested in a cooperation with the Company within the field area of the

market consolidation, thus could constitute a significant support for the Company while conducting

the acquisition processes. While conducting the analyses of the European and world market of the

stem cell banks, the Company identified a few financial entities, interested in the consolidation of this

market.

Considering the above-mentioned strategic objectives of the Company, from a point of view of the

Management Board, an entire deprivation of the pre-emptive right of the current shareholders of the

Company in respect of all Shares of Series L is substantiated and compliant with the interest of the

Company due to a fact that the issuance of the shares in a form of the private subscription is the

quickest and the most effective manner of acquiring a capital. According to the market standards, the

Management Board proposes that a minimum issue price of the shares is not less than a turnover

volume weighted average price while excluding the block transactions from a month preceding the

Shareholders’ Meeting. At the same time, the Management Board shall pursue that a final minimal

price adopted by the Shareholders’ Meeting is not less than 60 PLN per one share.

The potential acquisition projects shall be primarily related to the European markets –a part of the

entities, to which may be related the potential acquisitions operates on the markets of the FamiCord

Group what prevents from achieving the market and financial synergies. An involvement in a few such

projects within the several subsequent months is considered, but now no decisions or declarations

within this scope were not taken. In a portfolio of the potential projects, in which may be considered

the involvement as an acquisition objective of the Management Board of the Company, currently

several entities can be identified, which initial estimated total quotation is of approx. 25 million EUR.

11

The Management Board expects that these transactions shall be conducted pursuant to the

multiplying parameters based on the industrial standards, whereas each time the decisions related to

the involvement in the specified acquisition projects shall be dependent, inter alia, on the detailed

analyses and transaction conditions.

APPENDIX

OPINION OF THE MANAGEMENT BOARD OF POLSKI BANK KOMÓREK MACIERZYSTYCH S.A. (POLSKI

BANK KOMÓREK MACIERZYSTYCH JSC) WITH A REGISTERED OFFICE IN WARSAW

related to: a substantiation of entire depriving the shareholders of the pre-emptive right in

connection with a planned increase in the share capital of the Company by an issuance of the

Shares of Series L and a manner of a determination of the issue price of the Shares of Series L

On the basis of Art. 433 § 2 of the Act of 15th September 2000 - the Code of Commercial Partnerships

and Companies (“the CCPC”), the Management Board of Polski Bank Komórek Macierzystych Spółka

Akcyjna (Polski Bank Komórek Macierzystych Joint Stock Company) with a registered office in

Warsaw (“the Company”) accepted this opinion on 25th October 2015 in respect of the planned

adoption by the Extraordinary Shareholders’ Meeting of the resolution an increase of the share

capital of the Company by an issuance of the ordinary bearer shares of series L (“the Shares of Series

L”), an entire deprivation of a pre-emptive right of the current shareholders with regard to all shares

of the new issuance of series L, and offering these shares by the private subscription directed to the

selected shareholders, that are the professional clients within a meaning of the Act of 29th July 2005

on trading in financial instruments (“the Act on Trading”) or an acquisition of the Shares of Series L

with a value, counted pursuant to the issue price as of a date of its determination, that is at least of

100,000.00 (one hundred thousand) EUR.

1. An entire deprivation of a pre-emptive right of the current shareholders with regard to the

Shares of Series L

For 12 years the Company has been consequently realising a development strategy based on an

acquisition and a constant organic growth. Within the last 5 years the Company (acting on the

international market under the FamiCord Group brand) has doubled its share on the European

market.

The increase in the share capital of the Company by an issuance of the Shares of Series L shall be one

of the significant factors of providing a support to the Company in a performance of the acquisition

strategy. The in-flows from the issuance of the shares shall be used for financing a purchase of the

companies, which profiles correspond with the adopted development strategy of the Company and

its group. A realisation of this strategy shall have an impact on the results achieved by the Company

in the next reporting periods.

An acquisition of a capital by a new issuance of the shares within 6 months from a date of an

adoption of the resolution by the Extraordinary Shareholders’ Meeting is of key importance from the

point of view of the realisation of the development plans, and a delay can hinder the realisation of

the complex strategic plans.

Considering the above-mentioned issues, from a point of view of the Management Board, an entire

deprivation of the pre-emptive right of the current shareholders of the Company in respect of all

Shares of Series L is substantiated and compliant with the interest of the Company due to a fact that

12

the issuance of the shares in a form of the private subscription is the quickest and the most effective

manner of acquiring a capital.

The increase in the share capital of the Company by an issuance of the Shares of Series L while

depriving of the pre-emptive right of the current shareholders of the Company in respect of these

shares, and the issuance of the Shares of Series L in a form of the private subscription directed to the

investors (“the Entitled Investors”) selected by the Management Board, shall enable the Company

taking the prompt measures aimed at using the “investment opportunities” on the market and

effecting the increase in the share capital in a relatively short period of time, at the same time

supporting the equity capitals of the Company.

Depriving of the pre-emptive right of the current shareholders with a simultaneous possibility of an

issuance of the Shares of Series L in a form of an offer directed exclusively to the Entitled Investors,

shall enable the Company to increase the share capital and the issuance of the Shares of Series L

without a necessity to draw up a prospectus by the Company and approving it by the Polish Financial

Supervision Authority (KNF).

The Shares of Series L, if the conditions of the above-mentioned registration are met, the rights to

Shares of Series L, shall be a subject of an application for admitting and permitting into trading on the

regulated market conducted by the Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw

Stock Exchange JSC) without drawing up and posting a prospectus according to art. 1 section 5 (a) of

the Regulation of the European Parliament and the Council (EU) 2017/1129 of 14th June 2017 on

prospectus to be published in connection with the public offering of the securities or their

admittance to trading on the regulated market and repealing the Directive 2003/71/EC.

The resolution on increasing the share capital of the Company and the issuance of the Shares of

Series L foresees for the Entitled Investors that are the shareholders of the Company as of a date of

registration of a participation in the Extraordinary Shareholders’ Meeting, during which shall be

adopted a resolution on increasing the share capital in a form of the issuance of the Shares of Series L

(“the Priority Date”) (“the Entitled Investors Covered by Priority”), that shall fulfil the criteria

related to the participation in the offer of the Shares of Series L indicated in the resolution, the

priority in respect of the acquisition of the Shares of Series L. According to the proposed solutions,

the Entitled Investor Covered by Priority shall be entitled to a priority in respect of acquiring the

Shares of Series L in a quantity that corresponds with a product of: (a) a ratio of a quantity of the

shares of the Company owned by the Entitled Investor Covered by Priority as of the Priority Date to a

quantity of all existing shares of the Company as of the Priority Date; and (b) a final, determined by

the Management Board, quantity of the offered Shares of Series L, rounded pursuant to the rules

specified in the resolution. A possibility to use a priority right in respect of acquiring the Shares of

Series S shall depend on fulfilling the premises specified in the resolution on increasing the share

capital of the Company and the issuance of the Shares of Series L.

Considering the above-mentioned issues, the Management Board of the Company determines that

the issuance of the Shares of Series L with the entire deprivation of the pre-emptive right of the

current shareholders of the Company is compliant with the interest of the Company. With regard to

the above the Management Board of the Company recommends the issuance of the Shares of Series

L with the entire deprivation of the pre-emptive right of the current shareholders of the Company.

2. A manner of determining the issue price and a quantity of the Shares of Series L

The issue price and the final quantity of the Shares of Series L shall be determined by the

Management Board of the Company, first and foremost, on the basis of a quotation of the shares of

13

the Company on the regulated market conducted by the Giełda Papierów Wartościowych w

Warszawie S.A. (Warsaw Stock Exchange JSC), while taking into account the results of the Book

Building Process among the Entitled Investors, both Polish and foreign ones, as well as while

considering all circumstances that have an impact on a determination of the issue price and the final

quantity of the Shares of Series L, including in particular a situation on the capital markets during the

Book Building Process in respect of the Shares of Series L, and a current financial situation of the

Company during the subscription, the current events and the development perspectives of the

Company, as well as on the basis of the recommendations of the advisors involved in the offering of

the Shares of Series L.

The issue price and the final quantity of the Shares of Series L shall be determined by the

Management Board of the Company also with an assumption of the in-flows maximalisation from the

issuance of the Shares of Series L.

Due to a variability of a situation on the capital markets and a period expiring between a date of

adopting the resolution by the Extraordinary Shareholders’ Meeting and a date of the determination

of the issue price and the final quantity of the Shares of Series L, granting an authorisation to the

Management Board of the Company within this scope is substantiated and compliant with the

interest of the Company.

3. Conclusions

Considering the above-mentioned issues, the Management Board determines that the issuance of

the Shares of Series L with the entire deprivation of the pre-emptive right of the current shareholders

of the Company in respect of all Shares of Series L is compliant with the interest of the Company.

With regard to the premises, the Management Board of the Company recommends the adoption of

the referred to hereinabove resolution to the Extraordinary Shareholders’ Meeting.


Resolution no. _





of (date) ____ 2018

on an amendment of the rules and an amount of the remuneration of the members of the

Supervisory Board of PBKM S.A.



name with a registered office in Warsaw (“the Company”, “the PBKM S.A.”), acting on the basis of

Art. 392 § 1 of the of the Code of Commercial Partnerships and Companies and § 11 section 13

paragraph 11) of the Articles of Association of the Company, adopts hereby as follows:

§ 1

1. It is determined a monthly remuneration of the members of the Supervisory Board of PBKM

S.A. in the following amount:

14

a) The Chairman of the Supervisory Board – 6,000PLN (in words; six thousand Polish zlotys)

gross;

b) The Member of Supervisory Board – 4,500PLN (in words: four thousand five hundred)

gross;

c) Regardless of the remuneration determined in the sections 1 a) and b) – the Members of

the audit Committee are entitled to a remuneration in the amount of 1,000 PLN (in

words: one thousand Polish zlotys) gross for a participation in each session.

2. The Member of the Supervisory Board is entitled to a remuneration, mentioned in section 1

regardless of a frequency of the formally convened meetings.

3. The remuneration, mentioned in the sections 1 a) and b), is not due for a month, during

which the member of the Supervisory Board was not present during any of the formally

convened meetings due to the unjustified reasons. A stratification or a failure to substantiate

the absence of the member of the Supervisory Board during its session decides the

Supervisory Board in a form of the resolution.

4. The remuneration mentioned in the sections 1 a) and b) is calculated proportionally to a

quantity of the days of fulfilling a function, in case when appointing or revoking took place

during a calendar month.

5. The remuneration, mentioned in the section 1, is paid in arrears, until the 10th day of each

subsequent month, upon sett-offs according to the provisions applicable within this scope.

The remuneration is entirely included in the running operational costs of the Company.

6. The travel expenses related to a trip to a place where the session of the Supervisory Board is

held and of a return trip, and the costs of accommodation and food, incurred in respect of

the session of the Supervisory Board (Art. 392 § 3 of the Code of Commercial Partnerships

and Companies), are included by the remunerations, referred to in section 1.

§ 2

The resolution shall enter into force on the date of its adoption with effect from 1st January 2019.

§ 3

With regard to the adoption of this Resolution, the applicable Resolution of the Supervisory Board

no. 31 of 24th March 2106 on the rules and amounts of the remuneration of the Members of the

Supervisory Board of PBKM S.A. is repealed.

SUBSTANTIATION:

According to the Articles of Association of the Company, the determination of the remuneration rules

of the members of the Supervisory Board requires an adoption of the resolution by the Shareholders’

Meeting. The proposed increase in the remuneration of the members of the Supervisory Board is

substantiated by an increased scope of operations conducted by the PBKM S.A. Company and Group,

what translates directly to an extended scope of responsibilities and time expenditure linked to a

performance of the supervisory obligations by the members of the Supervisory Board.


Resolution no. _


15




of (date) ____ 2018

on an amendment of the Rules and Regulations of the Supervisory Board of PBKM S.A.

§ 1



name with a registered office in Warsaw (“the Company”), acting on the basis of § 11 section 13 par.

16 of the Articles of Association of PBKM S.A. of 25th October 2018 on adopting the amendments in

the Rules and Regulations of the Supervisory Board of PBKM S.A., worded as follows:

In § 8 of the Rules and Regulations are added the new sections 17 and 18 worded as follows:

“17. The sessions of the Supervisory Board, in which take part the members of the Supervisory Board

who do not speak Polish, are held in English or a Member of the Supervisory Board who does not

speak Polish when the session is held in Polish, may use an assistance of the interpreter. The member

of the Supervisory Board who would like to exercise the above-mentioned entitlement should notify

about this fact the Chairman of the Supervisory Board, promptly upon receiving an invitation to the

session.

18. At the same time, when at least one of the members of the Supervisory Board does not speak

Polish, the minutes and documents for the sessions of the Supervisory Board are drawn up and

translated into Polish and English.”

§ 2


SUBSTANTIATION:

The proposed amendments to the Rules and Regulations of the Supervisory Board are aimed at

adopting the records of the Rules and Regulations of the Supervisory Board to the shareholders of the

Company that are changing and are extended by the foreign entities.

The introduced amendments of a formal nature, shall enable, in case of electing the persons who do

not speak Polish to the Supervisory Board, to operate effectively and perform the responsibilities by

the Supervisory Board.


Resolution no. _





of (date) ____ 2018

on an amendment an amendment of the Articles of Association of the Company

§ 1

16




Code of Commercial Partnerships and Companies and § 11 section 13 of the Articles of Association,

decides to mend the Articles of Association in such a manner that:

In § 4 section 1 of the Articles of Association are added the subsequent new paragraphs worded as

follows:

“54) Freight transport by road;

55) Wholesale of pharmaceutical and medical goods;

56) Rental and leasing of other machinery, equipment and tangible goods not elsewhere classified;

57) Activities of call centres.”

§ 2

The resolution shall enter into force on the date of its adoption, whereas it is effective upon a

registration in the Register of Entrepreneurs of the National Court Register (KRS).

SUBSTANTIATION:

Introducing the new objects of the company’s activity in the Articles of Association is associated with

a development of the operations of the Company and the Capital Group of PBKM S.A.


Resolution no. _





of (date) ____ 2018

on appointing a member of the Supervisory Board

§ 1




Code of Commercial Partnerships and Companies and § 10 section 2 of the Articles of Association of

the Company appoints [*] to the Supervisory board of the Company for a 5-year term of office.

§ 2


SUBSTANTIATION:

On the basis of Art. 385 § 1 of the Code of Commercial Partnerships and Companies and § 10 section

2 of the Articles of Association, an appointment of the Members of the Management Board requires

an adoption of the resolution by the Shareholders’ Meeting.

17

With regard to a vacate in the Supervisory Board, it is required to adopt an appropriate resolution by

the Shareholders’ Meeting in order to complement a composition of the Supervisory Board.

"This document is published solely in connection with the performance by Polski Bank Komórek Macierzystych S.A. (the "Company") of its statutory obligations towards the Company's shareholders, including the foreign shareholders. This document does not purport, directly or indirectly, to promote in any way the subscription or acquisition of the new shares of the Company and is not and shall not be treated as any marketing material produced or authorized by the Company in order to promote or encourage the new shares or the subscription of such new shares. This document is not for distribution in the United States, Australia, Canada or Japan. This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or a solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act."

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