Current Report 4/2025
18/03/2025 • 17:20
Subject:
Management Board proposals regarding the distribution of the Company’s profit for the 2024 financial year, recommendation to the AGM regarding a share buyback and amendment to the Articles of Association concerning authorised capital
Legal basis:
Art. 17 sec. 1 MAR – inside information.
Content:
The Management Board of cyber_Folks S.A. [“Company”] hereby announces that on 18 March 2025 it adopted a resolution [“Resolution”] concerning:
a] the Management Board’s proposals regarding the distribution of the Company’s profit for the 2024 financial year and a recommendation to the Annual General Meeting concerning the distribution of the Company’s profit for the 2024 financial year,
b] a recommendation to the Annual General Meeting to adopt a resolution on a share buyback,
c] a recommendation to the Annual General Meeting to adopt a resolution amending the Company’s Articles of Association with respect to authorising the Management Board to increase the capital [authorised capital].
Pursuant to the Resolution, the Company’s Management Board proposes that the Company’s profit for the 2024 financial year, in the total amount of PLN 94,808,860.38, be distributed as follows:
a] PLN 28,308,168.00 to be allocated to the payment of a dividend to the Company’s shareholders, corresponding to PLN 2.00 payable per share,
b] PLN 66,500,692.38 to be allocated to the Company’s supplementary capital.
Pursuant to the Resolution, the Company’s Management Board will recommend that the Annual General Meeting [“AGM”] adopt a resolution on the buyback of up to 55,000 of the Company’s treasury shares at a price not exceeding PLN 180.00 and on the creation for this purpose of a reserve capital in the amount of PLN 9,900,000.00. The share buyback would run from the date on which the AGM adopts the resolution until 31 December 2025. The buyback would be carried out by way of a public invitation or invitations to all Company shareholders to submit offers to sell shares. The Company’s acquired treasury shares could be used by the Company for cancellation, further resale to third parties, financing the consideration for transactions involving the acquisition of other entities by the Company or its subsidiaries, or could be offered by the Company under an incentive programme already in force at the Company or a subsequent incentive programme that may be established by the Company pursuant to a separate resolution of the Company’s General Meeting.
Pursuant to the Resolution, the Company’s Management Board will recommend that the AGM adopt a resolution amending the Company’s Articles of Association with respect to authorising the Management Board to increase the share capital under the rules arising from the Commercial Companies Code [authorised capital]. The recommendation will include: i] the possibility for the Management Board to increase the share capital for a period of 3 years, ii] authorised capital in the amount of PLN 42,540, iii] the issue of no more than 2,127,000 ordinary bearer shares, iv] determination of the issue price by the Company’s Management Board after prior positive opinion of the Company’s Supervisory Board, v] authorisation for the Management Board, with the consent of the Company’s Supervisory Board, to exclude the pre-emptive rights of existing shareholders in whole or in part with respect to shares issued within the authorised capital.
At the same time, the Company’s Management Board hereby announces that on 18 March 2025 the Company’s Supervisory Board adopted resolutions positively assessing the matters covered by the Resolution, i.e. the Management Board’s proposals regarding the distribution of the Company’s profit for the 2024 financial year, the Management Board’s recommendations regarding the share buyback and amendments to the Company’s Articles of Association concerning the authorised capital.
The final decision on the matters covered by the Resolution will be made by the Company’s AGM.
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