Report 5/2022 Issue of series D shares – Confidential information
Following the information provided to date by STS Holding S.A. (the “Company”) regarding the plans to launch the Incentive Program, including the Offering Memorandum, the Management Board of the Company informs that in view of the fact that the conditions resulting from the adopted regulations of the incentive program and legal regulations have been fulfilled, on May 6, 2022, an application was submitted to the National Court Register for disclosure of changes in the issue of series “D” shares, as a result of the Resolution No. 3 adopted by the Management Board of the Company, regarding the increase in the Company’s share capital by way of issuing series D shares, depriving the existing shareholders of the Company of all pre-emptive rights and registering the Company’s shares in the depository of securities kept by Krajowy Depozyt Papierów Wartościowych S.A. [National Depository for Securities] and applying for admission and introduction of series D shares to trading on the regulated market kept by Giełda Papierów Wartościowych S.A. [Warsaw Stock Exchange]. The Management Board of the Company was authorized to adopt the above resolution based on the authorization contained in the resolution of the General Meeting of Shareholders of October 21, 2021. Complying with the requirements of the law, on May 4, 2022, the Supervisory Board of the Company adopted a resolution regarding the consent to the adoption by the Management Board of the Company on the above-mentioned resolution.
In connection with the launch of the “STS Holding S.A. Incentive Program” by the Company, the share capital of the Company was increased within the limits of the authorized capital by the amount of PLN 144,960.00, i.e. from PLN 156,389,998.00 (one hundred fifty six million three hundred eighty nine thousand nine hundred ninety eight zlotys 00/100) to the amount of PLN 156,534,958.00 (one hundred fifty six million five hundred thirty four thousand nine hundred fifty eight zlotys 00/100).
The share capital is increased within the limits of the authorized capital by issuing series D ordinary bearer shares in the number of 144,960 (say: one hundred and forty four thousand nine hundred and sixty zlotys 00/100) shares numbered from D 000 001 to D 144 960, with a nominal value of 1 PLN .00 (one zloty) each and with the issue price of PLN 1.00 (one zloty) per one share.
The shares of the new issue of series D were offered to twelve key managers of the STS Group in accordance with the terms and conditions of the Regulation of “STS Holding S.A. Incentive Program”.
Currently, the Company’s application for registration of changes in the National Court Register is pending.
Legal basis: Art. 17. sec. 1 of MAR – confidential information