Share capital increase

Statement on the issue and allotment of series E shares
of Zakłady Przemysłu Cukierniczego SKAWA Spółka Akcyjna with its registered seat in Wadowice


The Management Board of Zakłady Przemysłu Cukierniczego SKAWA Spółka Akcyjna, with its registered office in Wadowice, 66 Młyńska Street, 34-100 Wadowice, Poland, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, XII Economic Division of the National Court Register, under KRS number 0000148701 (hereinafter referred to as the "Company") informs that the issue of Series E ordinary registered shares (hereinafter referred to as Series E shares) has been completed.

Today, the Company's Management Board adopted a resolution to allot a total of 10024 (in words: ten thousand twenty-four) series E shares with a nominal value of 100 (in words: one hundred zlotys) each and a total nominal value of PLN 1,002,400 (in words: one million two thousand four hundred zlotys). The issue price of series E shares was PLN 200 (in words: two hundred zlotys) per share.

The increase of the Company's share capital on the basis of Resolution No. 8 of the Ordinary General Meeting of Shareholders of the Company dated June 27, 2024 on the increase of the Company's share capital was made in accordance with the procedure set forth in Article 431 § 7 in connection with Article 310 § 2 of the CCC, the so-called "wide-ranging" capital increase by an amount of not less than PLN 1,000,000 (one million) and not more than PLN 3,000,000 (three million).

Due to the proper subscription and due payment of 10024 shares with a total nominal value of PLN 1,002,400 (in words: one million two thousand four hundred zlotys), i.e. shares with a value exceeding the minimum amount of the share capital increase provided for in Resolution No. 8, the capital increase came into effect.

In accordance with Article 439 § 2 of the CCC, the list of subscribers is available at the Company's registered office starting today for the next two weeks.

Wadowice, 7.11.2024.

Announcement on the right of subscription for the second term of the Company's series E ordinary registered shares
Published in MSiG No. 198/2024 (7100) under item 48801 dated 10.10.2024.
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The Management Board of Zakłady Przemysłu Cukierniczego SKAWA S.A., ul. Młyńska 66, 34-100 Wadowice entered in the Register of Entrepreneurs of the National Court Register by the District Court for Kraków Śródmieście in Kraków under KRS number 0000148701, hereinafter referred to as the Company, on the basis of Article 434 §1 and §2 in connection with Article 435 of the Code of Commercial Companies, hereby calls for subscription for not less than 9,815 and not more than 29,815 Series E ordinary registered shares of PLN 100 each ("Offered Shares") in a closed subscription with pre-emptive right.

  1. The resolution to increase the share capital by closed subscription and amend the Articles of Association was adopted on 27.06.2024.
  2. The share capital is to be increased by an amount not less than PLN 1,000,000.00 and not more than PLN 3,000,000.00.
  3. The closed subscription was opened on the day following the date of the first Announcement of the closed subscription of the Company's series E ordinary registered shares, i.e. on September 6, 2024.
  4. On the first date, the subscription right was exercised in the number of 185 ordinary registered shares of series E of the Company.
  5. Due to the non-exercise of the subscription rights to all Series E ordinary registered shares of the Company on the first date, the Board of Directors informs that there are no less than 9,815 and no more than 29,815 ordinary registered shares of the Offered Shares remaining to be subscribed for.
  6. No less than 9,815 and no more than 29,815 Offered Shares are subject to subscription rights on the second date.
  7. The issue price per share is PLN 200.00. (two hundred zlotys).
  8. The Record Date in accordance with Resolution No. 8 of the Company's Ordinary General Meeting of June 27, 2024 on increasing the share capital by closed subscription and amending the Company's Articles of Association was set for July 1, 2024.
  9. Persons entitled to subscribe for the Offered Shares in exercise of pre-emptive rights on the second date are those who are Shareholders of the Company on July 1, 2024,
    subject to Section 10, with Shareholders having priority to subscribe for new Offered Shares in relation to the number of shares held as of the Pre-emptive Right Date.
  10. Persons who are not Shareholders of the Company on July 1, 2024,
    also have the right to subscribe for the Offered Shares under pre-emptive rights on the second date, with the proviso that the Offered Shares will be allotted to them only if they are not taken up by persons entitled to exercise their pre-emptive rights on the second date pursuant to the principles set forth in items 14.1-.3, i.e. the Offered Shares will be allotted by the Board of Directors to such persons in the cases set forth in item 14.4.
  11. Subscriptions for the Offered Shares under the second Subscription Right period will be accepted
    within 2 weeks starting from the day following the day of publication of this announcement of the closed subscription of the Offered Shares under the second subscription in the Court and Economic Monitor.
  12. Subscriptions may only be submitted to the Company in the manner described on the website https://skawa.com.pl/ under the tab For Shareholders - Share Capital Increase, where you will find the subscription form for shares.
  13. Payment for the Offered Shares in the amount equal to the product of the number of Offered Shares covered by the subscription order and the issue price, should be made by the last day of accepting subscriptions for the Offered Shares to the Company's bank account No. 56 2030 0045 1110 0000 0082 7380. If the payment in full is not credited to the Company's bank account by the subscription deadline, the subscription order shall be ineffective, and in such case the Company's Management Board shall not allot the Offered Shares to a person who has not paid in full for the submitted subscription order.
  14. On the second subscription rights date:
  • 1) shareholders may subscribe for any number of Offered Shares, but not more than the total number of shares not subscribed for on the first date and remaining to be subscribed for;
  • (2) if the number of orders exceeds the number of shares remaining to be taken up, each subscriber shall be allocated such percentage of the shares not yet taken up as he or she is entitled to in the existing share capital; the remaining shares shall be divided equally in proportion to the number of applications, except that the fractional shares attributable to individual shareholders shall be deemed not taken up;
  • 3) the number of shares allotted to a shareholder in accordance with item 2 may not be higher than the number of shares for which the shareholder has placed an order;
  • 4) the remaining unsubscribed Offered Shares shall be allocated by the Board of Directors at its discretion, at the issue price.
  1. Subscribers shall cease to be bound by the subscription if the increase of the share capital through the issuance of the Offered Shares is not filed with the registry court by 27.12.2024.
  2. The Board of Directors will allocate the Offered Shares within two weeks after the subscription closing date. Information on the allotment of the Offered Shares will be announced by the Company within one week from the date of allotment of the Offered Shares.
  3. In the event that the issue of shares does not take place, or the deadline for filing a new issue with the registry court expires, or a judgment refusing to enter the share capital increase in the register becomes final, the refund of amounts paid for series E shares will be made by transfer to the shareholders' bank accounts indicated in the subscription form.
Share subscription form - second deadline

Announcement on the right to subscribe for ordinary registered shares of series E dated 6.09.2024
published in MSiG No. 174/2024(7076) under item 43484 on 6.09.2024.
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The Management Board of Zakłady Przemysłu Cukierniczego SKAWA S.A., ul. Młyńska 66, 34-100 Wadowice, entered into the Register of Entrepreneurs of the National Court Register by the District Court for Kraków Śródmieście in Kraków under KRS number 0000148701, hereinafter referred to as the Company, on the basis of Article 434 § 2of the Commercial Companies Code
calls for subscription for not less than 10,000 and not more than 30,000 ordinary registered shares
series E with a nominal value of PLN 100 each ("Offered Shares")
in aclosed subscription with pre-emptive right.

1 The resolution to increase the share capital by closed subscription and amend the Articles of Association was adopted on 27.06.2024.

(2) The share capital is to be increased by an amount not less than PLN 1,000,000.00 and not more than PLN 3,000,000.00.

(3) No less than 10,000 and no more than 30,000 ordinary registered shares of series E with a nominal value of PLN 100 each shall be subject to subscription rights.

4 The issue price of one Offered Share is PLN 200.00.

5 The Record Date in accordance with Resolution No. 8 of the Company's Ordinary General Meeting of June 27, 2024 on increasing the share capital by closed subscription and amending the Company's Articles of Association has been set as July 1, 2024.

6 Persons entitled to subscribe for the Offered Shares in exercise of the Pre-emptive Right to these shares shall be the persons who are Shareholders of the Company on July 1, 2024, with the Shareholders having priority to subscribe for the new Offered Shares in relation to the number of shares held on the Pre-emptive Right Day. For each one share of the Company existing on the Pre-emptive Right Date (series A,B,C,D), the Shareholder at the end of the Pre-emptive Right Date, will be entitled to one pre-emptive right to acquire Series E Shares. One Pre-emptive Right will entitle the Shareholder to subscribe for 0.08797653 Offered Shares. The number of shares calculated in this manner shall be rounded down to the whole number.

7 Subscriptions for the Offered Shares within the first term of the Subscription Right shall be accepted for a period of 3 weeks starting from the day following the day of publication of this Announcement of Closed Subscription of the Company's Offered Shares.

8 Subscriptions may only be submitted to the Company in the manner described on the website https://skawa.com.pl/ under the tab For Shareholders - Share Capital Increase, which includes a share subscription form.

Payment for the Offered Shares in the amount equal to the product of the number of Offered Shares covered by the subscription order and the issue price shall be made by the last day of accepting subscriptions for the Offered Shares to the Company's bank account No. 56 2030 0045 1110 0000 0082 7380. If the payment in the full amount is not credited to the Company's bank account by the subscription deadline, the subscription order shall be ineffective, and in such case the Company's Management Board shall not allot the Offered Shares to a person who has not paid in full for the submitted subscription order.

(10) In the event of failure to exercise the Subscription Right for all of the Offered Shares to be subscribed for within the period referred to in Section 7, the Board of Directors shall announce a second, at least two-week period for subscription of the remaining Offered Shares. The second allocation of shares will take place according to the following rules:
1) shareholders may subscribe for any number of Offered Shares, but not more than the total number of shares not subscribed for on the first date and remaining to be subscribed for;
2) if the number of orders exceeds the number of remaining shares to be subscribed for, each subscriber shall be allocated such percentage of the shares not yet subscribed for as he/she is entitled to in the existing share capital; the remaining shares shall be divided equally in relation to the number of applications, except that fractions of shares attributable to individual shareholders shall be considered uncovered;
3) the number of shares allotted to a shareholder in accordance with item 2 may not be higher than the number of shares for which the shareholder has placed an order;
4) the remaining uncovered Offered Shares shall be allocated by the Board of Directors at its discretion, at the issue price.

(11) Subscribers shall cease to be bound by the subscription if the increase of the share capital through the issuance of the Offered Shares is not filed with the registry court by 27.12.2024.

12 The Board of Directors shall allocate the Offered Shares within two weeks after the subscription closing date. Information on the allotment of the Offered Shares will be announced by the Company within one week from the date of allotment of the Offered Shares.

(13) In the event that the issue of shares does not take place or the deadline for filing a new issue with the registry court expires or a judgment refusing to enter the share capital increase in the register becomes final, the refund of amounts paid for series E shares will be made by transfer to the shareholders' bank accounts indicated in the subscription form.

Share subscription form - first deadline