Registration of amendments to the Articles of Association of the Company

Current Report No. 2/2026 

Preparation date: 22.01.2026 

Subject: Registration of amendments to the Articles of Association of the Company 

Legal basis: Art. 56 (1) (2) of the Public Offering Act - current and periodic information 

The Management Board of Captor Therapeutics S.A., with its registered office in Wrocław (the “Company”), informs that on 2 January 2026, the competent registry court registered an amendment to the Company's Articles of Association made pursuant to: 

1. the Management Board's resolution of 25 August 2025 on increasing the Company's share capital within the limits of the authorised capital through the issue of series W shares, excluding pre-emptive rights, and on amending § 6(1) of the Company's Articles of Association (which the Company announced in its current report No. 34/2025 of 25 August 2025) 

The current share capital of the Company amounts to PLN 552,870.90 and is divided into 5,528,709 shares with a nominal value of PLN 0.10 per share. The total number of votes resulting from all shares of the Company is 6,676,102 votes. 

The Company's share capital consists of the following shares: 

1.  799,750 registered preference shares of series A (each share entitles the holder to 2 votes at the Company's general meeting); 

2.  1,757,075 ordinary bearer shares of series B; 

3.  82,449 ordinary bearer shares of series C; 

4.  97,051 ordinary bearer shares of series D; 

5.  347,643 registered preference shares of series E (each share entitles the holder to 2 votes at the Company's general meeting); 

6.  26,925 ordinary bearer shares of series F; 

7.  871,500 ordinary bearer shares of series G; 

8.  52,354 ordinary bearer shares of series H; 

9.  9,082 ordinary bearer shares of series I; 

10.  84,143 ordinary bearer shares of series J; 

11.  30,738 ordinary bearer shares of series K; 

12.  9,420 ordinary bearer shares of series L; 

13.  41,019 ordinary bearer shares of series M; 

14.  11,292 ordinary bearer shares of series N; 

15.  25,271 ordinary bearer shares of series O; 

16.  400,000 ordinary bearer shares of series P; 

17.  17,134 ordinary bearer shares of series R; 

18.  10,258 ordinary bearer shares of series S; 

19.  822,467 ordinary bearer shares of series T; 

20  33,138 ordinary bearer shares of series U; and 

21.  24,688 bearer shares of series W. 

As part of the Company's authorised capital, the Management Board may issue an additional 25,204 shares for the purposes of the incentive programme (§ 6a of the Company's Articles of Association). 

The registered amendment to the Company's Articles of Association consists in the adoption of a new wording of § 6(1) of the Company's Articles of Association, as follows: 

"1. The Company's share capital amounts to PLN 555,339.70 (five hundred and fifty-five thousand, three hundred and thirty-nine zlotys and seventy groszy) and is divided into 5,553,397 (five million five hundred and fifty-three thousand three hundred and ninety-seven) shares with a nominal value of PLN 0.10 (ten groszy) each, including: 

1) 799,750 (seven hundred and ninety-nine thousand seven hundred and fifty) registered preference shares of series A; 

2) 1,757,075 (one million seven hundred and fifty-seven thousand seventy-five) ordinary bearer shares of series B; 

3) 82,449 (eighty-two thousand four hundred and forty-nine) ordinary bearer shares of series C; 

4) 97,051 (ninety-seven thousand fifty-one) bearer ordinary series D shares; 

5) 347,643 (three hundred forty-seven thousand six hundred forty-three) registered preference series E shares; 

6) 26,925 (twenty-six thousand nine hundred and twenty-five) ordinary bearer shares of series F; 

7) 871,500 (eight hundred and seventy-one thousand five hundred) ordinary bearer shares of series G; 

8) 52,354 (fifty-two thousand three hundred and fifty-four) ordinary bearer shares of series H; 

9) 9,082 (nine thousand and eighty-two) ordinary bearer shares of series I; 

10) 84,143 (eighty-four thousand one hundred and forty-three) ordinary bearer shares of series J; 

11) 30,738 (thirty thousand seven hundred and thirty-eight) ordinary bearer shares of  series K; 

12) 9,420 (nine thousand four hundred and twenty) ordinary bearer shares of series L; 

13) 41,019 (forty-one thousand nineteen) ordinary bearer shares of series M; 

14) 11,292 (eleven thousand two hundred and ninety-two) ordinary bearer shares of series N; 

15) 25,271 (twenty-five thousand two hundred and seventy-one) ordinary bearer shares of series O; 

16) 400,000 (four hundred thousand) ordinary bearer shares of series P; 

17) 17,134 (seventeen thousand one hundred and thirty-four) ordinary bearer shares of series R; 

18) 10,258 (ten thousand two hundred and fifty-eight) ordinary bearer shares of  series S; 

19) 822,467 (eight hundred and twenty-two thousand four hundred and sixty-seven) ordinary bearer shares of series T; 

20) 33,138 (thirty-three thousand one hundred and thirty-eight) ordinary bearer shares of  series U; 

21) 24,688 (twenty-four thousand six hundred and eighty-eight) bearer shares of series W." 

 

2. Resolution No. 4 of the Extraordinary General Meeting of Shareholders of the Company of 22 October 2025 on the establishment of an Incentive Scheme, authorising the Management Board of the Company to increase the share capital of the company within the authorised capital, authorising the Management Board to exclude the pre-emptive right to shares issued within the authorised capital in whole or in part with the consent of the Supervisory Board, and on amending the Company's Articles of Association in connection with the Company's authorised capital (which the Company announced in its current report No. 50/2025 of 22 October 2025). 

The registered amendment consists in the addition of § 6c with the following wording: 

“§6c 

1. Irrespective of the target capital referred to in Article 6a and the content of Article 6b of these Articles of Association, the Management Board is authorised to increase the share capital once or several times by an amount not exceeding PLN 22,000 through the issue of no more than 220,000 new shares of the Company of the next series (‘Target Capital of the Second Incentive Scheme’). The shares to be issued shall be ordinary bearer shares. The shares shall be issued in accordance with the rules set out in Resolution No. 4 of the General Meeting of the Company of 22 October 2025 (the ‘Resolution’) and in the Incentive Scheme Rules (constituting an appendix to the Resolution, as amended). 

2. The Management Board is authorised to increase the Company's share capital within the Target Capital of the Second Incentive Scheme and to issue new shares from the moment of registration by the competent registry court of the amendments to the Articles of Association resulting from the Resolution and until 31 December 2028 at the latest. 

3. Each increase in the share capital by the Management Board within the limits of the Target Capital of the Second Incentive Programme requires the consent of the Supervisory Board, which in particular approves the issue price, taking into account paragraph 6. 

4. The list of persons to whom the issue under the Target Capital of the Second Incentive Scheme will be addressed shall be determined in accordance with the Rules of the Second Incentive Scheme. 

5. Shares issued within the limits of the Target Capital of the Second Incentive Scheme may only be acquired for cash contributions. 

6. The issue price of each share issued within the Target Capital of the Second Incentive Scheme shall be PLN 172. 

7. The Management Board of the Company, with the consent of the Supervisory Board, may exclude (in whole or in part) the pre-emptive right relating to any increase in the share capital within the limits of the Target Capital of the Second Incentive Scheme. 

8. The Management Board is authorised to make all decisions related to the increase of the share capital within the limits of the Target Capital of the Second Incentive Scheme, with the proviso that all decisions relating to the shares issued must be in accordance with the Resolution and the Rules of the Incentive Scheme (constituting an appendix to the Resolution, with any amendments). . 

9. The authorisation of the Management Board to increase the share capital within the Target Capital of the Second Incentive Scheme does not affect the right of the General Meeting to increase the share capital during the period in which the Management Board exercises this authorisation. 

 

Legal basis: § 5(1) of the Regulation of the Minister of Finance dated June 6, 2025 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2025, item 755).