23/2017 Receipt of demands to convert bonds series A into shares series G

Management Board of CPD S.A. (hereinafter the ”Company”) with reference to the current reports number 18/2014 of 6 August 2014, 25/2014 of 26 September 2014 and 26/2014 of 29 September 2014, would like to inform that on 20 March 2017 the Company received from the bondholders of bonds series A convertible into shares series G, issued by CPD S.A. on 26 September 2014 (hereinafter the “Bonds”), the statements on the conversion of Bonds i.e. 20 bonds convertible into the Company’s shares series G i.e. into 1,198,100 of the Company’s series G shares(hereinafter the “Shares”).

Conversion price (issue price) was fixed, in accordance with the resolution no 3 of the Extraordinary General Meeting of the Company of 5 August 2014 and the terms of issue of the Bonds as the amount specified therein, in the amount of 4.38 zlotys per one Share.

Rights attached Shares series G shall be created as of the moment of entry of the shares to the securities’ accounts of persons entitled to the shares.

Company shall file relevant applications to Krajowy Depozyt Papierów Wartościowych S.A. and Giełda Papierów Wartościowych S.A. in order to register Shares series G and to introduce them to trading on the regulated market.

In exchange for 20 bonds convertible into series G shares of the Company, the Company will issue to the eligible persons a total of 1,198,100 series G shares of the Company.

After the increase of the share capital, which will take place at the time of the issue of shares, i.e. when the shares are registered in the securities accounts of the entitled persons, the structure of the Company’s share capital will be as follows: will be divided into 39,354,023 shares with a nominal value of PLN 0.10 each, giving a total of 39,354,023 votes at the Company’s General Meeting, including:

a)   32,335,858 series B ordinary bearer shares,

b)   163,214 Series C ordinary bearer shares,

c)    76,022 series D ordinary bearer shares,

d)   88,776 ordinary bearer shares of E series,

e)   199.333 series F ordinary bearer shares.

f)    6,490,820 ordinary bearer G-series shares.

G series shares issued to persons entitled in exchange for Bonds, which have been exercised their right to convert into shares, will constitute a total of 16.49% of the Company’s share capital and will entitle to 6,490,820 votes at the General Meeting of the Company, 16,49% of the total number of votes at the General Meeting of the Company.

Out of all convertible bonds issued by the Company on September 26, 2014 pursuant to Resolution No. 3 of the Extraordinary General Shareholders Meeting of August 5, 2014, 20 bonds were not converted into shares.

In a separate report or reports, the Company shall inform about the date on which the issuer submits an increase in share capital as a result of the conversion of bonds into shares, which will take place after the subscription of shares on the securities accounts of the persons entitled to transfer the Bonds into shares, pursuant to § 5 par. 1 subpar. 10 in connection with § 16 par. 3 subpar. 1 of the Regulation of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for equivalency of information required by the laws of a state which is not a member state.

Legal basis:

Art. 17 par. 1 MAR – confidential information, § 5 par. 1 subpar. 10 in connection with § 16 par. 3 subpar. 1 of the Regulation of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for equivalency of information required by the laws of a state which is not a member state.

Signatures of persons authorized to represent the Company:

Elżbieta Donata Wiczkowska, President of the Management Board, 14 June 2017

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