Information on unauthorized actions by a shareholder in relation to assets owned by CPD Capital LLC
The Management Board of CPD S.A. with its registered office in Warsaw [hereinafter referred to as the “Issuer”] hereby announces that on April 17, 2026, it was informed that Mr. Jarosław Tadla had taken steps to regain control of the assets sold to the Issuer’s subsidiary CPD Capital LLC, in the form of ownership rights in Jacksonville Rental Properties LLC and JJTA 19 Rental Properties LLC, with their registered offices in Jacksonville, Florida, USA [hereinafter referred to collectively 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. The actions taken by Mr. Jarosław Tadla consisted of entering, at his request, his name in the Florida Companies Register on April 17, 2026, as the managing director/partner of the Companies, replacing CPD Capital LLC. Upon taking these actions, Mr. Jarosław Tadla, through his attorney-in-fact, also sent email correspondence to the Company’s Management Board, stating that he had decided to withdraw from the sale of ownership rights in the Companies to CPD Capital LLC due to his failure to receive, in his opinion, payment in the form of Issuer shares. The Issuer hereby informs that the entry of Mr. Jarosław Tadla into the register as a managing director/partner of the Companies took place without the required consent and knowledge of CPD Capital LLC. In the Issuer’s opinion, Mr. Jarosław Tadla’s actions are inconsistent with the agreements entered into between him and the Issuer and CPD Capital LLC, as well as other arrangements made, and are furthermore unlawful. The Issuer is of the opinion that Mr. Jarosław Tadla’s assessment is untrue and that there are no grounds to justify his actions. The Issuer indicates that the actions taken by Mr. Jarosław Tadla occurred after the share capital increase was entered into the Register of Entrepreneurs, including the entry of 3,747,343 Series D shares acquired by Jarosław Tadla, and after the initiation of the procedure to dematerialize these shares. The Issuer announced the completion of the subscription for the Series D shares acquired by Mr. Jarosław Tadla and the entry of the share capital increase in the Register of Entrepreneurs in ESPI Current Reports No. 9/2026 on March 19, 2026, and ESPI Current Reports No. 14/2026 on March 31, 2026. The Issuer hereby announces that the actions taken by Mr. Jarosław Tadla are currently hindering CPD Capital LLC from fully completing the process of taking control of the acquired companies and their assets. Considering the above, the Issuer indicates that, as a result of the transactions described in ESPI Current Reports No. 4/2026 and 6/2026, Mr. Jarosław Tadla effectively acquired 3,747,343 Series D shares of the Issuer with an issue value of PLN 11,991,497.60. Despite the payment, he also took steps to regain full control of the sold companies. The Issuer hereby announces that it has initiated appropriate actions to take control of the Companies from Mr. Jarosław Tadla and intends to immediately take appropriate legal steps under civil and criminal procedures to protect the Issuer’s interests, in particular to redress the damage caused. The above information has been deemed confidential because it may have a significant impact on the Issuer’s future financial situation if the actions taken by Mr. Jarosław Tadla make it impossible to regain control of the Companies and their assets or result in damage.
