Information on actions taken by the Issuer and its subsidiary CPD Capital LLC in connection with unauthorized actions by a shareholder
Management Board of CPD S.A. with its registered office in Warsaw [hereinafter referred to as the “Issuer”], in reference to the information contained in ESPI current report No. 23/2026, the Issuer hereby publicly announces the information received by the Issuer on August 14, 2026, that the Issuer’s subsidiary, CPD Capital LLC, with its registered office in the USA [hereinafter referred to as “CPD Capital”], submitted a declaration to Mr. Jarosław Tadla on August 13, 2026, resulting in the definitive invalidation of the agreements concluded between CPD Capital and Jarosław Tadla on the sale of ownership rights in the companies Jacksonville Rental Properties LLC and JJTA 19 Real Properties LLC, with their registered offices in Jacksonville, Florida, USA [hereinafter referred to jointly as the “Companies”]. The Issuer announced the sale of ownership rights in the Companies by Mr. Jarosław Tadla in ESPI Current Reports No. 4/2026 on January 26, 2026, and 6/2026 on February 21, 2026.
CPD Capital submitted the aforementioned declaration in order to definitively release itself from the legal consequences of the acquisition of ownership rights in the Companies and to enable further legal proceedings related to the transaction. The declaration, as a basis for invalidating the agreements, indicated, among other things, that Jarosław Tadla had misled CPD Capital regarding the actual situation of the Companies and, moreover, had failed to transfer actual control over the sold assets to CPD Capital.
Given that the ownership rights in the Companies sold by Jarosław Tadla to CPD Capital constituted an indirect contribution by Jarosław Tadla worth PLN 11,991,497.60 towards his acquisition of 3,747,343 Series D shares in the Issuer, and in connection with CPD Capital’s declaration of the definitive invalidation of the agreements for the acquisition of ownership rights in the Companies, the Issuer finally became certain that the aforementioned shares had not been actually paid for by Jarosław Tadla.
In connection with the above, on August 14, 2026, the Issuer submitted to Jarosław Tadla: – a declaration of waiver of the legal consequences of the declarations of intent made under the influence of an error caused by Jarosław Tadla in the compensation agreement of January 29, 2026 and the compensation agreement of February 21, 2026, under which, by way of a trilateral set-off of mutual receivables between the Issuer, CPD Capital, and Jarosław Tadla, a cash contribution was made by Jarosław Tadla to acquire 3,747,343 series D shares in the Issuer,
– a request to transfer 3,747,343 series D shares to the Issuer free of charge for the purpose of their redemption, and to refrain from exercising any rights attached to the shares in question, in particular voting rights.
The Issuer indicated that if the demand is not satisfied, it will take legal steps to obtain from Jarosław Tadla payment in the amount of PLN 11,991,497.60 as a cash contribution to acquire 3,747,343 series D shares.
