Announcement of call No. 1

The Management Board of PSignite S.A. with its registered office in Kraków (KRS no. 0000441514) acting pursuant to Art. 450 § 2 of the Commercial Companies Code, in connection with the decision of the District Court for Kraków-Śródmieście in Kraków of October 14, 2020 on the entry in the conditional register of the increase of the Company’s share capital, hereby announces the content of the resolution No. 4 of the Extraordinary General Meeting of the Company, passed on August 21, 2020, with regard to the conditional increase of the share capital.

Resolution No. 4 of the Extraordinary General Meeting of the Company under the name of PS Mobile Spółka Akcyjna with its registered office in Kraków on the issue of Series A Subscription Warrants, the conditional increase in the share capital, depriving the shareholders of the subscription right and amending the Company’s Articles of Association

§ 1

  1. The General Meeting of the Company, in order to implement the Option Scheme, hereby authorizes the Company to issue no more than 1,218,750 (one million two hundred and eighteen thousand seven hundred and fifty) Series A Subscription Warrants, entitling to take up preference, non-voting (without voting rights) series E registered shares with a nominal value of PLN 0.02 (two grosz) each, waiving  the pre-emptive rights of the existing shareholders; Series E shares will be preferential in terms of dividend, in such a way that each holder of Series E shares will receive a dividend of 1.05 of the amount received per share by the holders of shares with voting rights in the Company.
  2. The Entitled Persons, referred to in Resolution no. 3 of the Extraordinary General Meeting of the Company of August 21, 2020, will be entitled to acquire series A Subscription Warrants.
  3. Series A Subscription Warrants will be acquired free of charge.
  • The rights attached to the Series A Subscription Warrants will be exercised until August 21, 2030.
  • Series A Subscription Warrants will be registered, non-transferable securities.
  • Series A Subscription Warrants will be offered for subscription after the registration of the conditional increase of the Company’s share capital.
  • The declaration on the acquisition of series A Subscription Warrants should be submitted within 14 (fourteen) days from the date of submitting the offer for their purchase by the Company.

9.    Series A Subscription Warrants will have the form of a document and may be issued as multiple-share certificates.

§ 2

1.    In order to implement the Option Program referred to in Resolution No. 3 of the Extraordinary General Meeting of the Company of August 21, 2020 and the subscription warrant issue program referred to in §1 above, the Extraordinary General Meeting of the Company conditionally increases the Company’s share capital by an amount not higher than PLN 24,375 (twenty four thousand three hundred and seventy-five zlotys).

2.    The conditional increase of the Company’s share capital will be implemented through the issue of no more than 1,218,750 (one million two hundred and eighteen thousand seven hundred and fifty) preference, non-voting (without voting rights) series E registered shares, with a nominal value of PLN 0.02 (two grosz) each, waiving the pre-emptive right of the existing shareholders; Series E shares will be preferential in terms of dividend, in such a way that each holder of Series E shares will receive a dividend of 1.05 of the amount received per share by the holders of shares with voting rights in the Company.

3.    The conditional increase of the Company’s share capital is carried out in order togranting the right to acquire series E shares to the holders of Series A Subscription Warrants.

4.    The holders of series A Subscription Warrants are entitled to acquire series E shares.

5.    The right to acquire series E shares will be exercised until August 21, 2030.

6.    All series E shares will be acquired in return for a cash contribution.

7.    The Supervisory Board is authorized to determine the issue price of series E shares.

8.    All series E shares will participate in the dividend, starting with payments from profit intended for distribution for a given financial year, if they are acquired not later than on the dividend date, appropriate to determine the right to a given dividend.

§ 3

In accordance with the written opinion of the Management Board of the Company, justifying the reasons for depriving the shareholders of the pre-emptive right to acquire Series A Subscription Warrants and Series E shares, acting in the interest of the Company, the Extraordinary General Meeting of the Company waives the existing shareholders of the subscription right to acquire Series A Subscription Warrants and Series E shares.

[…]

Announcement of call No. 2

The Management Board of PSignite S.A. with its registered office in Kraków (KRS: 0000441514), pursuant to the provisions of Art. 358 § 3 of the Commercial Companies Code and on the basis of the Management Board’s statement of October 20, 2020, announces the list of invalidated share documents – multiple-share certificates.

On October 20, 2020, the multiple-share certificates of PSignite S.A. with its registered office in Krakow were cancelled, including:

1) 4,700,000 series A shares, numbered from A1 to A 4700000

2) 250,000 series B shares, numbered from B1 to B 250000,

3) 50,000 series C shares, numbered from C1 to C 50000.