The Management Board of Kredyt Inkaso S.A. („Company”, „Issuer”) informs that today, i.e. on 21 January 2021, the Company was served with a decision of 15 January 2021 of the Regional Court in Warsaw, XXVI Commercial Division („Decision”), on granting, at the request of the Company’s shareholder, Mr John Harvey van Kannel, holding 1937 shares of the Company representing 0.02% of the total number of votes from all shares of the Company („Shareholder”) – in connection with the Shareholder’s action against the Company in the proceedings for annulment or declaration of invalidity of certain resolutions of the Ordinary General Meeting of the Company of 27 November 2020 („OGM”), which were covered by objections submitted by the Shareholder in accordance with the information provided by the Company in the current report no. 27/2020, as amended on 7 December 2020 („Proceedings”) – securing the following claims submitted by the Shareholder:
1) to determine, on the basis of Article 189 of the Code of Civil Procedure, that the resolution of the OGM on the dismissal of Mr Maciej Jerzy Szymański (President of the Management Board of the Company) from the Management Board of the Company was adopted by:
a) forbidding the President of the Management Board of the Company i.e. Mr Maciej Jerzy Szymański („President of the Management Board”) to undertake any actions and activities as part of the Company’s representation and conduct its affairs – to the extent exceeding the ordinary Management Board, until the final completion of the Proceedings;
It should be emphasised that Mr Maciej Jerzy Szymański still remains a member of the Management Board of the Company, acting as President of the Management Board, and is entitled to participate in the work of the Management Board, with the exception of: (i) voting on resolutions and signing documents concerning matters exceeding the ordinary Management Board, (ii) performing legal acts on behalf of the Company, including signing agreements resulting in a regulation or incurring a liability of more than PLN 500,000. The decision is effective from the moment of its issuance and as of today the President of the Management Board – in the performance of the Decision – ceases to take action to the extent indicated in the Decision.
Taking into account that the Management Board of the Company currently has 3 persons, the limitation of the scope of activity of the President of the Management Board does not affect the uninterrupted conduct of the Company’s business activity, which has due representation ensured in the form of the remaining 2 members of the Management Board, i.e. Ms Barbara Rudziks and Mr Tomasz Kuciel, who have full capacity to make any and all decisions on behalf of the Company.
As regards the functioning of the Supervisory Board, the Decision means that Mr Daniel Dąbrowski cannot participate in the work of the Supervisory Board which currently does not have the right to adopt resolutions in the composition of the remaining 4 persons.
In view of the lack of justification for the Decision and the fact that the Company has not been served with the claim of the Shareholder so far, the Company has no possibility at this stage to refer both to the arguments raised by the Shareholder in support of its claims and to the issue of the Court’s assessment as to whether the above claims of the Shareholder have been confirmed and whether the legal interest of the Shareholder in obtaining the collateral has been confirmed. Nevertheless, the Issuer – taking into account the fact that: (i) all shareholders present at the OGM were entitled to participate in the OGM and effectively exercise the voting rights from the Company’s shares, (ii) the resolution referred to in point 1 above was not adopted during the OGM due to the failure to obtain the required majority of votes, (iii) the resolution referred to in point 2) above was adopted in accordance with the law (which is clearly stated by the notary minutes of the OGM), the Issuer considers the Decision to be unfounded, as well as the above claims of the Shareholder. Therefore, the Issuer intends to immediately submit a request for the preparation of the justification for the Decision and, upon its receipt, file a complaint against the Decision, and then oppose the above claims of the Shareholder in the manner provided for by law.
