The Management Board of CPD S.A. with its registered office in Warsaw (hereinafter: the Issuer) hereby announces that on 31 March 2026 the registration court entered an amendment to the Issuer\u2019s Articles of Association in the National Court Register.
\nThe registered amendments to the Articles of Association concern:
\n– an increase in the Issuer\u2019s share capital in connection with the issuance of series D shares carried out pursuant to Resolution No. 5 of the Extraordinary General Meeting of the Issuer of 19 November 2025 on the increase of the Company\u2019s share capital through the issuance of ordinary bearer shares of series D, the exclusion of the pre-emptive rights of existing shareholders in respect of all series D shares, and the amendment of the Company\u2019s Articles of Association. The Issuer informed about the adoption of the aforementioned resolution by the Extraordinary General Meeting in current report ESPI No. 45\/2025, and about the completion of the subscription for series D shares in current report ESPI No. 9\/2026;
\n– an increase in the Issuer\u2019s share capital in connection with the issuance of series G shares carried out pursuant to Resolution No. 6 of the Extraordinary General Meeting of the Issuer of 19 March 2026 on the increase of the Company\u2019s share capital through the issuance of ordinary bearer shares of series G, the exclusion of the pre-emptive rights of existing shareholders in respect of all series G shares, and the amendment of the Company\u2019s Articles of Association. The Issuer informed about the adoption of the aforementioned resolution by the Extraordinary General Meeting in current report ESPI No. 11\/2026, and about the completion of the subscription for series D shares in current report ESPI No. 13\/2026;
\n– the registration of the authorisation granted to the Company\u2019s Management Board to increase the Company\u2019s share capital within the framework of authorised capital, pursuant to Resolution No. 5 of the Extraordinary General Meeting of the Issuer of 19 March 2026 on the amendment of the Company\u2019s Articles of Association and the authorisation of the Management Board to increase the Company\u2019s share capital within the framework of authorised capital, as well as to authorise the Management Board to exclude shareholders\u2019 pre-emptive rights in respect of issued shares. The Issuer informed about the adoption of the aforementioned resolution by the Extraordinary General Meeting in current report ESPI No. 11\/2026.<\/p>\n
As a result of the registration, the following provisions have been amended:<\/p>\n
– Art. 4 para. 1 of the Issuer\u2019s Articles of Association, from its previous wording:
\n\u201c1. The share capital of the Company amounts to PLN 1,036,455.70 (in words: one million thirty-six thousand four hundred and fifty-five zlotys and seventy groszy) and is divided into 10,364,557 (in words: ten million three hundred and sixty-four thousand five hundred and fifty-seven) shares with a nominal value of PLN 0.10 (in words: ten groszy) each, including:
\na] 4,483,093 (in words: four million four hundred and eighty-three thousand and ninety-three) ordinary bearer shares of series AA,
\nb] 890,000 (in words: eight hundred and ninety thousand) ordinary bearer shares of series B,
\nc] 3,971,464 (in words: three million nine hundred and seventy-one thousand four hundred and sixty-four) ordinary bearer shares of series C,
\nd] 1,020,000 (in words: one million and twenty thousand) ordinary bearer shares of series E.\u201d
\nto the following wording:
\n\u201c1. The share capital of the Company amounts to PLN 1,491,190.00 (in words: one million four hundred and ninety-one thousand one hundred and ninety zlotys) and is divided into 14,911,900 (in words: fourteen million nine hundred and eleven thousand nine hundred) shares with a nominal value of PLN 0.10 (in words: ten groszy) each, including:
\na] 4,483,093 (in words: four million four hundred and eighty-three thousand and ninety-three) ordinary bearer shares of series AA.
\nb] 890,000 (in words: eight hundred and ninety thousand) ordinary bearer shares of series B.
\nc] 3,971,464 (in words: three million nine hundred and seventy-one thousand four hundred and sixty-four) ordinary bearer shares of series C.
\nd] 1,020,000 (in words: one million and twenty thousand) ordinary bearer shares of series E.
\ne] 3,747,343 (in words: three million seven hundred and forty-seven thousand three hundred and forty-three) ordinary bearer shares of series D.
\nf] 800,000 (in words: eight hundred thousand) ordinary bearer shares of series G.\u201d<\/p>\n
– Art. 4a paras. 1 and 2 of the Issuer\u2019s Articles of Association, from its previous wording:
\n\u201c1. The Management Board of the Company is authorised until 30 June 2028 to increase the Company\u2019s share capital within the framework of authorised capital by an amount not exceeding PLN 402,981.00 (in words: four hundred and two thousand nine hundred and eighty-one zlotys). The Management Board may exercise the authorisation referred to in the preceding sentence by effecting one or more successive increases in share capital, whereby shares may be subscribed for both in cash and in kind (contributions in kind).
\n2. The Management Board of the Company is authorised, with the consent of the Supervisory Board, to exclude shareholders\u2019 pre-emptive rights, in whole or in part, in respect of shares issued on the basis of the authorisation granted in para. 1.\u201d
\nto the following wording:
\n\u201c1. The Management Board of the Company is authorised until 31 December 2028 to increase the Company\u2019s share capital within the framework of authorised capital by an amount not exceeding PLN 777,341.00 (in words: seven hundred and seventy-seven thousand three hundred and forty-one zlotys). The Management Board may exercise the authorisation referred to in the preceding sentence by effecting one or more successive increases in share capital, whereby shares may be subscribed for both in cash and in kind (contributions in kind).
\n2. The Management Board of the Company is authorised, with the consent of the Supervisory Board, to exclude shareholders\u2019 pre-emptive rights, in whole or in part, in respect of shares issued on the basis of the authorisation granted in para. 1.\u201d<\/p>\n
Following the registration of the amendment to the Articles of Association, the Issuer\u2019s share capital amounts to PLN 1,491,190.00 and is divided into 14,911,900 ordinary bearer shares with a nominal value of PLN 0.10 each, including 4,483,093 series AA shares, 890,000 series B shares, 3,971,464 series C shares, 3,747,343 series D shares, 1,020,000 series E shares and 800,000 series G shares. The total number of votes attached to all issued shares is 14,911,900.<\/p>\n
The Issuer attaches to this report the consolidated text of the Issuer\u2019s Articles of Association incorporating the amendment described above.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false},"class_list":["post-1883","current-report","type-current-report","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/current-report\/1883","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/current-report"}],"about":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/types\/current-report"}],"wp:attachment":[{"href":"https:\/\/cpdsa.pl\/en\/wp-json\/wp\/v2\/media?parent=1883"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}