Information on Registration of Amendments to Issuer’s Articles of Association
Legal basis: Article 56(1)(2) of the Act on Public Offering – current and periodic information
The Management Board of DEVELIA S.A. (“the Issuer”) inform that on 2 September 2021 they learned that
the District Court for Wrocław-Fabryczna, the 6th Commercial Division of the National Court Register, has
registered amendments to the Issuer’s Articles of Association resulting from Resolutions nos. 32 and 35, which were adopted by the Regular General Meeting on 30 June 2021.
Also, the Management Board of the Issuer would like to announce the amendments to the Issuer’s Articles
of Association made pursuant to Resolutions nos. 32 and 35 of the Regular General Meeting which was
held on 30 June 2021, as communicated by the Issuer in the Current Report no. 36/2021 of 30 June
2021:
Article 7
Previously reading as follows:
„1. The Company’s share capital totals PLN 447,558,311.00 (say: four hundred forty seven million, five hundred fifty eight thousand, three hundred eleven zloty) and is divided into:
– 500,000.00 (say: five hundred thousand) series A ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 113,700,000 (say: one hundred thirteen million, seven hundred thousand) series B ordinary bearer shares with a 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) series C ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 1,472,018.00 (say: one million, four hundred seventy two thousand, eighteen) series D ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 32,000,000.00 (say: thirty two million) series E ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 102,000,000.00 (say: one hundred two million) series F ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 80,000,000.00 (say: eighty million) series G ordinary bearer shares with a 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) series H ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 1,000,000.00 (say: one million) series I ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 57,000,000.00 (say: fifty seven million) series J ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each.
2. On the day following the date on which the ordinary General Meeting approves the Company’s financial statement for the financial year ending on 31 December 2006, series B, C and D shares shall be converted into bearer shares. However, if prior to such date the Company enters with Krajowy Depozyt Papierów Wartosciowych S.A. (“KDPW”) into an agreement concerning the registration of such shares in KDPW connected with their dematerialization and application for admission of such shares to trading on the regulated market, series B, C and D shares shall be converted into bearer shares on the date on which the Company enters into the above-referenced agreement with KDPW.
3. A shareholder may not demand that any bearer shares be converted into registered Shares.”
The amended and approved Article reads as follows:
„1. The Company’s share capital totals PLN 447,558,311.00 (say: four hundred forty seven million, five hundred fifty eight thousand, three hundred eleven zloty) and is divided into:
– 500,000.00 (say: five hundred thousand) series A ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 113,700,000 (say: one hundred thirteen million, seven hundred thousand) series B ordinary bearer shares with a 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) series C ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 1,472,018.00 (say: one million, four hundred seventy two thousand, eighteen) series D ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 32,000,000.00 (say: thirty two million) series E ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 102,000,000.00 (say: one hundred two million) series F ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 80,000,000.00 (say: eighty million) series G ordinary bearer shares with a 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) series H ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 1,000,000.00 (say: one million) series I ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each,
– 57,000,000.00 (say: fifty seven million) series J ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each.
2. The Company’s conditional share capital totals no more than PLN 22,377,912.00 (say: twenty two million, three hundred seventy seven thousand, nine hundred twelve zloty) by way of issue of no more than 22.377.912 (say: twenty two million, three hundred seventy seven thousand, nine hundred twelve) series K ordinary bearer shares with a nominal value of PLN 1.00 (say: one zloty) each. The aim of conditional increase of share capital is to grant the right to take up series K shares to series A subscription warrants holders, issued by the Company pursuant to Resolution No. 35 of the Regular General Meeting which was
held on 30 June 2021.
3. Series A subscription warrants holders will be absolutely entitled to take up series K shares. The right to take up series K shares might be exercised until 31 December 2030.
4. On the day following the date on which the ordinary General Meeting approves the Company’s financial statement for the financial year ending on 31 December 2006, series B, C and D shares shall be converted into bearer shares. However, if prior to such date the Company enters with Krajowy Depozyt Papierów Wartosciowych S.A. (“KDPW”) into an agreement concerning the registration of such shares in KDWP connected with their dematerialization and application for admission of such shares to trading on the regulated market, series B, C and D shares shall be converted into bearer shares on the date on which the Company enters into the above-referenced agreement with KDPW.
5. A shareholder may not demand that any bearer shares be converted into registered shares.”.
Article 20 (n)
Previously reading as follows:
„n) granting consent to the purchase and sale of real estate, the right of perpetual usufruct
or interest in real estate by the Company,”
The amended and approved indent reads as follows:
„n) granting consent to the purchase and sale of real estate, the right of perpetual usufruct or interest in real estate, whose value exceeds the equivalent to 15% of he Company’s share capital, by the Company,”.
According to Article 430(1) of the Commercial Partnerships and Companies Code, the foregoing amendments entered into force on the date on which the amended Articles of Association were registered by the competent Registry Court.
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 (Dziennik Ustaw [Journal of Laws] of 2005, No. 184, item 1539 as amended) in connection with Section 5(1) and 6(1), (3) of the Regulation of the Minister of Finance of 29 March 2018 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 (Dziennik Ustaw [Journal of Laws] of 2018, item 757).