Completion of the Series D share subscription and determination of the Issuer’s share capital
The Management Board of CPD S.A. with its registered office in Warsaw [hereinafter referred to as the Issuer] hereby announces to the public that on 19 March 2026 the subscription for Series D shares [hereinafter referred to as the Series D Shares] was completed. The Series D Shares were issued pursuant to Resolution No. 5 of the Extraordinary General Meeting of the Issuer dated 19 November 2025, concerning the increase of the Company’s share capital through the issuance of ordinary bearer shares of Series D, the complete exclusion of the pre-emptive rights of existing shareholders with respect to all Series D Shares, and the amendment of the Company’s Articles of Association [hereinafter referred to as the Resolution]. The Issuer informed about the adoption of the Resolution in current report ESPI No. 45/2025 on 19 November 2025.
Pursuant to the statement on the determination of the share capital submitted by the Issuer’s Management Board on 19 March 2026, a total of 3,747,343 [in words: three million seven hundred and forty-seven thousand three hundred and forty-three] Series D Shares were subscribed. The Series D Shares are ordinary bearer shares with a nominal value of PLN 0.10 [in words: ten grosz each], with a total nominal value of PLN 374,734.30 [in words: three hundred and seventy-four thousand seven hundred and thirty-four zloty and thirty grosz]. The amount of the share capital set out in § 4 para. 1 of the Issuer’s Articles of Association was determined at PLN 1,411,190.00 [in words: one million four hundred and eleven thousand one hundred and ninety zloty].
In accordance with the Resolution, the Series D Shares were offered by way of a private subscription within the meaning of the provisions of the Act of 15 September 2000 – the Code of Commercial Companies.
The Issuer’s Management Board provides below detailed information on the completed subscription for Series D Shares:
1] subscription opening and closing dates – the conclusion of share subscription agreements for Series D Shares commenced on 19 November 2025 and was completed on 19 March 2026;
2] share allotment date – not applicable; the Series D Shares were subscribed under a private subscription and were not allotted;
3] number of shares covered by the subscription – 7,980,000 ordinary bearer shares of Series D;
4] reduction rate in individual tranches – not applicable. Given the nature of the subscription, no reduction occurred. The shares were subscribed under a private subscription and accordingly no subscription applications for Series D Shares were submitted.
5] number of shares for which applications were submitted under the subscription – subscription agreements were concluded for 3,747,343 Series D Shares;
6] number of shares allotted under the subscription – subscription agreements were concluded for 3,747,343 Series D Shares;
7] subscription price per share – PLN 3.20;
8] number of persons who submitted subscription applications [i.e. accepted share subscription offers] for shares covered by the subscription – 2 persons;
9] number of persons to whom shares were allotted [i.e. with whom share subscription agreements were concluded] under the subscription – 1 person;
10] name [firm] of underwriters who subscribed for shares under underwriting agreements, specifying the number of securities subscribed, together with the actual unit price of the security, representing the issue or sale price less the remuneration for subscribing for the unit of the security under the underwriting agreement, acquired by the underwriter – not applicable. No underwriting agreements were concluded;
11] value of the subscription, understood as the product of the number of shares covered by the offer and the issue price – PLN 11,991,497.60;
12] total amount of costs charged to the issuance costs – PLN 18,750.00; The entire cost incurred is the cost of offer preparation. No other types of costs were incurred. The costs related to the preparation of the Series D Share offer constitute operating costs of the Issuer;
13] average subscription cost per share covered by the subscription – PLN 0.005;
14] method of payment for the subscribed shares – The Series D Shares were subscribed in exchange for cash contributions, with settlement of the cash contribution effected by way of set-off of receivables.
The set-off was made between the Issuer, CPD Capital LLC (a subsidiary of the Issuer), and Mr Jarosław Tadla [hereinafter referred to as the Subscriber].
As a result of the set-off of receivables, the Subscriber subscribed for all 3,747,343 Series D Shares.
The monetary receivable of the Issuer in the total amount of PLN 11,991,497.60 was due from the Subscriber in respect of the subscription by the Subscriber of 3,747,343 Series D Shares and arose upon the conclusion of the share subscription agreements, i.e. on 26 January 2026 in the amount of PLN 9,013,801.60 and on 20 February 2026 in the amount of PLN 2,977,696.00.
For the purposes of the set-off, the Issuer’s receivable from the Subscriber was converted into USD at a total amount of USD 3,326,267.46.
The monetary receivable of the Subscriber in the total amount of USD 3,326,267.19 was due from CPD Capital LLC (a subsidiary of the Issuer) in respect of the acquisition of all ownership interests in Jacksonville Rental Properties LLC and JJTA 19 LLC [the Issuer informed about the acquisition of said interests in current reports ESPI No. 4/2026 and 6/2026] and arose upon the conclusion of the relevant agreements, i.e. on 26 January 2026 in the amount of USD 2,490,000.00 and on 20 February 2026 in the amount of USD 836,267.19.
The monetary receivable of CPD Capital LLC in the total amount of USD 3,326,267.19 was due from the Issuer in respect of a claim for disbursement of cash loans arising from loan agreements concluded between CPD Capital LLC and the Issuer, and arose upon the conclusion of the relevant agreements, i.e. on 26 January 2026 in the amount of USD 2,490,000.00 and on 20 February 2026 in the amount of USD 836,267.19.
All of the receivables described above that were subject to set-off were valued at their nominal values.
The Issuer encloses with this report the Management Board’s statement, which describes in detail the receivables subject to set-off, including the source, method and assumptions of their valuation, as well as the statutory auditor’s assessment of the accuracy and reliability of the information contained in said statement.
