Shoper S.A.: Rejestracja zmian w Krajowym Rejestrze Sądowym dotyczących warunkowego podwyższenia kapitału zakładowego Spółki

Date: April 11, 2024Subject: Registration of
amendments to the National Court Register regarding the conditional
increase of the Company’s share capitalLegal basis: Article
56 (1) (2) of the Act on Public Offering – current and periodic
information

The Management Board of Shoper S.A. (the “Company”, the “Issuer”) hereby
informs that the District Court for Krakow Śródmieście in Krakow, XI
Commercial Division of the National Court Register in connection with:

• implementation of the Resolutions of the Extraordinary General Meeting
of Shoper S.A., i.e.: Resolution No. 4 on the organization and
implementation of the incentive program for employees or associates of
the Company, its subsidiaries or cooperating entities and Resolution No.
5 on the issue of registered subscription warrants with the deprivation
of the pre-emptive rights of the existing shareholders, conditional
increase of the Company’s share capital with the deprivation of the
pre-emptive rights of the existing shareholders of 15 April 2021,•
acquisition of 19,560 series F shares by entitled persons on 8 February
2024 in exchange for 19,560 registered series B subscription warrants,•
an application submitted by the Management Board of the Company to the
National Court Register containing a list of persons who exercised the
right to take up series F shares issued by Shoper S.A. as part of the
conditional increase of the share capital,

made an entry in the National Court Register:

• the amount of the Company’s share capital, which was increased as part
of the conditional increase of the share capital registered in the
National Court Register on 25 May 2021.• number of shares of all
issues.

The court also recorded the current amount of paid-in capital and the
nominal value of the conditional sharecapital increase.

This post is declaratory in nature. The Issuer informed about the
acquisition of series F shares in exchange for subscription warrants and
thus about the increase of the share capital in the current report
number: 5/2024 of 08.02.2024.

The Company’s share capital amounts to: PLN 2,813,456.00.

The share capital is divided into 28,134,560 shares with a nominal value
of PLN 0.10 each, including:• 9,277,950 series A ordinary bearer
shares;• 9,277,950 series B ordinary bearer shares;•
9,559,100 series C ordinary bearer shares;• 19,560 series F ordinary
bearer shares.

The total number of votes at the Company’s General Meeting is currently:
28,134,560.

The remaining amount of the conditional share capital increase
registered by the Company’s registry court is PLN 201,652.30.

At the same time, the Issuer informs that the Court did not attach the
consolidated text of the Company’s Articles of Association to the
Company’s files, due to the fact that the amendment to the Articles of
Association is not disclosed in the Register, and the Management Board
was only obliged to report the list of shares that were acquired as part
of the conditional increase of the share capital (pursuant to Article
452 § 2 of the Commercial Companies Code) in order to update the entry
of the share capital without updating the provisions of the Articles of
Association.

Detailed basis: § 5.1 and § 6 of the RMF Regulation on current and
periodic information.

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