Investor Relations Captor Therapeutics ®
Registration of an amendment to the Company's Articles of Association
Current Report No. 19/2023
Date of preparation: 12 May 2023
Subject: Registration of an amendment to the Company's Articles of Association
Legal basis: Article 56(1)(2) of the Act on Offering - current information.
The Management Board of Captor Therapeutics S.A. with its registered office in Wrocław (the "Company") announces that on 12 May 2023, the registry court having jurisdiction over the Company registered an amendment to the Company's Articles of Association made pursuant to: 1. resolution No. 4 of the Extraordinary General Meeting of the Company of 3 April 2023 on authorising the Management Board of the Company to increase the Company's share capital within the authorised capital, on the exclusion by the Management Board of the pre-emptive right to subscribe for shares issued within the authorised capital in whole or in part with the consent of the Supervisory Board and on the amendment of the Company's Articles of Association in connection with the Company's authorised capital; and 2. resolution No. 5 of the Extraordinary General Meeting of the Company of 3 April 2023 on the amendment of the Company's Articles of Association. The registered amendments to the Articles of Association consist of the addition or amendment of the following provisions.
Addition of a new §6b to read:
(1) Notwithstanding the authorised capital referred to in Article 6a of these Articles of Association, the Board of Directors shall be authorised to increase the Company's share capital by one or more increases by an amount not exceeding PLN 122,246.70 (one hundred and twenty-two thousand two hundred and forty-six zlotys 70/100) by issuing no more than 1,222,467 (one million two hundred and twenty-two thousand four hundred and sixty-seven) new shares of the Company in successive series (the "Target Investment Capital").
2 The Board of Directors shall be authorised to increase the Company's share capital within the limits of the Investment Target Capital and to issue new shares by 30 March 2026 at the latest.
3 The shares to be issued will, at the discretion of the Board of Directors, be ordinary registered shares or bearer shares.
(4) Any increase in the share capital by the Management Board within the limits of the Investment Target Capital shall require the approval of the Supervisory Board (taken in accordance with paragraph 10 below).
5 Shares issued within the limits of the Investment Target Capital may only be taken up for cash contributions.
(6) The price per share issued within the limits of the Target Investment Capital may not be lower than the average market price of the Company's shares listed on the Main Market of the WSE over a period of three months preceding the day (not including that day) on which the Company's Management Board adopted a resolution to commence the offering of shares within the Target Investment Capital. The average market price shall be deemed to be the arithmetic average of the daily volume-weighted average prices.
(7) The price of shares issued within the limits of the Investment Target Capital shall be determined by the Board of Directors of the Company by resolution, including in particular (but not limited to) the Board of Directors of the Company may determine the maximum issue price, the issue price ranges for the purpose of the book-building process and the final issue price. A resolution of the Management Board to determine the final issue price relating to the share capital increase within the Investment Target Capital shall require the approval of the Supervisory Board (to be taken in accordance with paragraph 10 below). The determination by the Management Board by resolution of the maximum issue price and the issue price range solely for the purpose of the book-building process or for the purpose of the non-binding transaction documents does not require the approval of the Supervisory Board.
(8) In the event that pre-emptive rights are excluded (in whole or in part) in connection with the issue of shares under the Investment Target Capital, shareholders of the Company who meet the conditions set out in this paragraph shall have a pre-emptive right before the
other investors in the acquisition of new shares, in a number enabling them to maintain their shareholding in the share capital of the Company at the level on the Record Date (as defined below) (the "Priority Right"). The Pre-emptive Right will be vested in a person (the "Eligible Person") who jointly fulfils the following conditions:
(a) owned shares in the Company on the date designated by the Board of Directors (the "Record Date");
b) shall deliver to the Company, in the manner and within the time limits indicated by the Board of Directors, documents (in particular, a certificate, a certificate of deposit or a document issued by the holder of an omnibus account) confirming that on the Record Date he was a shareholder of the Company and was entitled to a certain number of shares in the Company (the "Confirmation Documents");
(c) deliver to the Company, in the manner and within the timeframes indicated by the Board, a declaration of interest in taking up the shares in the number indicated by him/her at the issue price to be determined by the Board (the "Declaration"), whereby the Declaration may be delivered through a book-building process for the shares or any other procedure aimed at attracting investors (the "Book-building Process");
(d) in the case of an offering of shares by way of a public offering within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017. on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (the "Prospectus Regulation"), which is exempted from the obligation to draw up a prospectus or any other offering (information) document, the Management Board, with the approval of the Supervisory Board, will be entitled to determine additional conditions on the fulfilment of which the Pre-emptive Right will depend, whereby such conditions shall be determined in such a manner as to ensure that existing shareholders who have submitted Confirmation Documents and Declarations, and in particular qualified investors, maintain their participation in the Company's share capital, without depriving the Company of the possibility of conducting a share offering without the obligation to prepare a prospectus or other offering (information) document.
(9) In exercising the Pre-Emptive Right, the Board of Directors of the Company will first allocate to the Eligible Person shares at least in the number indicated by him/her in the Declaration, but not higher than the number causing him/her to maintain his/her shareholding in the share capital of the Company at the level on the Record Date, this number being verified on the basis of the Confirmation Documents. In the event that the number of shares attributable to a given Eligible Person under the Pre-emptive Right is not a whole number, it will be rounded down to the nearest whole number.
(10) The Management Board of the Company, with the approval of the Supervisory Board, may exclude (in whole or in part) the pre-emptive right and the Pre-emptive Right relating to any increase in the share capital within the limits of the Investment Target Capital. The Supervisory Board's resolution shall be adopted by an absolute majority of votes, of which at least two members of the Company's Supervisory Board who meet the independence criteria referred to in Article 129 (3) of the Act on Statutory Auditors must cast a vote "for" such resolution (the casting vote of the Chairman of the Supervisory Board referred to in § 30 (1) sentence 2 of the Articles of Association is excluded).
(11) Subject to the foregoing, the Board of Directors shall be authorised to take all decisions relating to the increase of the share capital within the limits of the Investment Target Capital and, in particular, the Board of Directors shall be authorised to:
(a) to determine the number, type and terms of subscription by which the shares to be issued will be taken up;
(b) to carry out a bookbuilding process;
(c) carrying out share issues in Poland or other foreign jurisdictions;
(d) the issue of shares by way of a public offering within the meaning of the Prospectus Ordinance;
(e) to draw up and publish a prospectus within the meaning of the Prospectus Ordinance or any other information document or information memorandum as may be required or useful for the offer of the issued shares or the admission and introduction of the issued shares to trading on a regulated market;
(f) the timing of the issue, in particular the opening and closing dates for subscription or the date on which the Company concludes an agreement to subscribe for the issued shares;
(g) determining the rules for the allotment of the shares issued;
(h) the allotment of shares;
(i) to determine the final amount by which the share capital is to be increased;
j) to declare the amount of subscribed share capital of the Company in connection with the issue;
k) to amend the Company's Articles of Association to the extent related to the increase of the Company's share capital within the limits of the Investment Target Capital;
(l) to determine any other terms and conditions relating to the issue of shares within the Investment Target Capital.
12 - The authorisation of the Board of Directors to increase the share capital within the limits of the Authorised Capital shall be without prejudice to the authority of the General Meeting to increase the share capital ordinarily during the period in which the Board of Directors exercises this authorisation.".
Addition of paragraphs 3 and 4 in §27 of the Company's Articles of Association to read:
"3. The provisions of Articles 3801 and 382 § 31 point 3 of the Commercial Companies Code shall not apply.
(4) The board of supervisory directors may resolve that a certain matter relating to the Company's business or assets shall be examined by an adviser of its choice (adviser to the board of supervisory directors) at the Company's expense. An advisor to the Supervisory Board may also be selected to prepare certain analyses and opinions. The total remuneration due to the Supervisory Board's advisors in the Company's financial year may not exceed the amount of PLN 100,000 (one hundred thousand)."
Amend paragraph 8 in §28 of the Company's Articles of Association in its entirety to read as follows:
"8 The Supervisory Board shall operate on the basis of the Rules of Procedure of the Supervisory Board adopted by the Supervisory Board. The rules of operation of the Supervisory Board may be regulated in the Rules of Procedure of the Supervisory Board differently from Article 389 of the Code of Commercial Companies, to the extent that this is permissible."
Legal basis: § 5(1) of the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent the information required by the laws of a non-member state _Dz. U. of 2018, item 757 as amended.