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MESSAGE _ENGLISH VERSION_ |
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Adoption by the Company's Management Board a resolution concerning,
amongst other things, the issue of Series D shares as part of an
increase in the share capital within the limits of the authorised
capital, the setting of the issue price for Series D shares, and
amendments to the Company's Articles of AssociationThe
Management Board of Rex Concepts S.A., with its registered office in
Wrocław _the "Company"_, hereby announces that on 7 July 2026, acting
pursuant to the authorisation granted to it, it adopted a resolution to
increase the Company's share capital within the limits of the authorised
capital. The share capital will be increased within the limits of the
authorised capital from PLN 95,233. 555.00, by PLN 516,128.00, through
the issue of 516,128 Series D shares, each with a nominal value of PLN
1.00 _"Series D Shares"_, i.e. to PLN 95,749,683.00.
Series D shares will be offered by way of a subscription offer to Rex
Invest CEE S. r.l., with its registered office in Luxembourg _"Rex
Invest"_. Pursuant to § 41 Sec. 8 item _b_ of the Company's Articles of
Association, the Management Board, with the consent of the Supervisory
Board of the Company expressed in Resolution No. 1 of 7 July 2026, has
set the issue price at PLN 14.00 per Series D Share, i.e. at a price
equal to the sale price of the Company's shares by Rex Invest as part of
the Company's initial public offering.
The Company's Management Board, with the consent of the Supervisory
Board of the Company as set out in Resolution No. 1 of 7 July 2026,
resolved to deprive all existing shareholders of the Company of their
pre-emptive rights in respect of all Series D Shares.
Series D shares will be entitled to dividends in accordance with the
following rules:
_a_ Series D shares first recorded in a securities account no later than
the dividend record date set out in the resolution of the General
Meeting concerning the distribution of profits shall be entitled to a
dividend in respect of the profits for the previous financial year, i.e.
from 1 January of the financial year immediately preceding the year in
which those shares were first recorded in a securities account;
_b_ Series D shares first recorded in a securities account on a date
following the dividend record date set out in the resolution of the
General Meeting concerning the distribution of profits shall be entitled
to dividends in respect of the profits for the financial year in which
those shares were first recorded in a securities account, i.e. from 1
January of that financial year.
The Company's Management Board has also amended the existing wording of
§ 4 sec. 1 of the Company's Articles of Association so that it now reads
as follows:
"1. The Company's share capital amounts to PLN 95,749,683.00 _in words:
ninety-five million seven hundred forty-nine thousand six hundred
eighty-three zlotys_ and is divided into 95,749,683 _in words:
ninety-five million seven hundred forty-nine thousand six hundred
eighty-three_ shares with a par value of PLN 1.00 _one zloty_ each,
including:
1_ 161,000 _one hundred sixty-one thousand_ registered Series A shares,
numbered from 1 to 161,000, with a par value of PLN 1.00 _one zloty_
each, fully paid up in cash;
2_ 63,072,555 _sixty-three million seventy-two thousand five hundred
fifty-five_ registered Series B shares, numbered from 1 to 63072555,
with a par value of 1.00 PLN _one zloty_ each, fully paid up with cash
and non-cash contributions in the form of shares in the form of shares
in the companies listed in § 4 Sec. 11 below;
3_ 32,000,000 _thirty-two million_ bearer Series C shares, numbered from
1 to 32000000, with a par value of 1.00 PLN _one zloty_ each, fully paid
up with cash; and
4_ 516,128 _five hundred sixteen thousand one hundred twenty-eight_
bearer Series C shares, numbered from 1 to 516128, with a par value of
1.00 PLN _one zloty_ each, fully paid up with cash."
The above amendment to the Company's Articles of Association shall come
into force upon its entry in the Register of Entrepreneurs of the
National Court Register _Krajowy Rejestr Sądowy_.
Following the registration of the capital increase through the issue of
Series D Shares in the Register of Entrepreneurs of the National Court
Register, the Series D Shares will be subject to an application for
admission and listing on the regulated market operated by the Warsaw
Stock Exchange S.A.
The full text of the resolution adopted by the Company's Management
Board _in Polish language_ is set out in the annex to this current
report.
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RB-W: Podjęcie przez Zarząd Spółki uchwały w sprawie m.in. emisji akcji serii D w ramach
podwyższenia kapitału zakładowego w granicach kapitału docelowego, ustalenia ceny
emisyjnej akcji serii D oraz zmiany Statutu Spółki
