Company’s Changed Share Capital Registered by Court
Legal basis: Article 56(1)(2) of the Act on Public Offering - current and periodic information
With reference to Current Report No. 47/2021 of 02/09/2021, the Management Board of Develia S.A. (the “Issuer”) inform that on 23/10/2024 they learned that on 22/10/2024 the District Court for Wrocław – Fabryczna in Wrocław, 6th Commercial Division of the National Court Register registered a change in the Issuer’s share capital which resulted from taking up K series shares in connection with Resolution No. 35 of the Ordinary General Meeting of 30 June 2021 on the issue of subscription warrants excluding the existing shareholders’ pre-emption rights and on the conditional increase in share capital, applying for the decision to admit the new issue of shares to trading on and introducing the same on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) and amending the Company’s Articles of Association in respect of the above (the “Registration”).
As of the Registration date, the Issuer’s share capital equals PLN 457.677.787.00 (say: four hundred fifty-seven million six hundred seventy-seven thousand seven hundred eighty-seven zlotys) and is divided into:
– 500,000.00 (say: five hundred thousand) A series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 113,700,000.00 (say: one hundred thirteen million seven hundred thousand) B series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,452,546.00 (say: one million four hundred fifty-two thousand five hundred forty-six) C series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,472,018.00 (say: one million four hundred seventy-two thousand eighteen) D series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 32,000,000.00 (say: thirty-two million) E series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 102,000,000.00 (say: one hundred and two million) F series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 80,000,000.00 (say: eighty million) G series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 58,433,747.00 (say: fifty-eight million four hundred thirty-three thousand seven hundred forty-seven) H series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,000,000.00 (say: one million) I series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 57,000,000.00 (say: fifty-seven million) J series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 10.119.476 (say: ten million one hundred nineteen thousand four hundred seventy-six zlotys) K series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each.
The total number of votes attaching to all issued shares after the Registration (if the K series shares have been admitted to trading on GPW) is now 457.677.787.
The Issuer’s Management Board publicly announce the amendments to the Articles of Association of the Issuer following from the Registration.
After amendment resulting from the Ordinary General Meeting Resolution No. 35 of 30 June 2021 on the issue of subscription warrants excluding the existing shareholders’ pre-emption rights and on the conditional increase in share capital, applying for the decision to admit the new issue of shares to trading and introducing the same on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. and amending the Company’s Articles of Association in respect of the above, Article 7(1) of the Issuer’s Articles of Association reads as follows:
“Article 7(1) The Issuer’s share capital equals PLN 457.677.787.00 (say: four hundred fifty-seven million six hundred seventy-seven thousand seven hundred eighty-seven zlotys) and is divided into:
– 500,000.00 (say: five hundred thousand) A series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 113,700,000.00 (say: one hundred thirteen million seven hundred thousand) B series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,452,546.00 (say: one million four hundred fifty-two thousand five hundred forty-six) C series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,472,018.00 (say: one million four hundred seventy-two thousand eighteen) D series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 32,000,000.00 (say: thirty-two million) E series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 102,000,000.00 (say: one hundred and two million) F series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 80,000,000.00 (say: eighty million) G series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 58,433,747.00 (say: fifty-eight million four hundred thirty-three thousand seven hundred forty-seven) H series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 1,000,000.00 (say: one million) I series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 57,000,000.00 (say: fifty-seven million) J series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each;
– 10.119.476 (say: ten million one hundred nineteen thousand four hundred seventy-six zlotys) K series ordinary bearer shares having the nominal value of PLN 1.00 (say: one zloty) each.”
According to Article 430(1) of the Commercial Partnerships and Companies Code, the foregoing amendments entered into force on the date of the Registration.
The consolidated text of the Issuer’s Articles of Association is attached to this current report.
Legal basis: Article 56(1)(2)(a) of the Act on Public Offering and Conditions for Introducing Financial Instruments into Organised Trading and on Public Companies (Dz.U. 2022.2554) in conjunction with Section 5(1) and Section 6(1)(3)(4) of the Regulation of the Minister of Finance on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent of 29 March 2018 (Dz.U. 2018.757).
