Corporate conflict around Kernel delisting evolves

19 April 2023

Group of investors which own more than 20% of Kernel shares do not agree to delisting procedure.

A group of investors that owns more than 20% of the shares of the largest Ukrainian grain and sunflower oil exporter in its official letter to Kernel on April 17 expressed its disagreement with the fact that, in the opinion of the Board of Directors of Kernel, the Board of Directors itself has the authority to make decisions regarding the delisting of the company from the Warsaw Stock Exchange stock exchange.

Investors point out that such a decision can be taken either by a general meeting of shareholders or another competent meeting attended by representatives of more than 50% of the company's shareholders, if 90% of the shareholders present at the meeting vote for this decision (investors cite the presence of this norm in Article 91(3) of the Act of Public Offering).

On April 18, Kernel responded to mentioned group of investors disagreeing with their interpretation of the Polish legislation (Act of Public Offering), noting that the actions of the company in this case are regulated by the legislation of the country in which the parent company is registered - in this case it is Luxembourg.

In the opinion of Kernel's Board of Directors, the Law of Luxembourg allows the Board of Directors of the company to make a decision and make a request for delisting.

Thus, the main disagreement between the main shareholder of Kernel and the minorities becomes clear, and this disagreement concerns the interpretation of the Polish Act of Public Offering in relation to a company registered in Luxembourg.

Final decision on the delisting of Kernel from the Warsaw Stock Exchange will be made by the Polish Financial Supervision Authority.

It can be expected that whatever this decision is, it will be contested by one of the parties, so we can expect a rather long corporate conflict around one of the largest Ukrainian companies.

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