Current report No. 12/2023 – Allocation of 21,500 C-series shares under a conditional share capital increase

Date prepared: June 13, 2023

Abbreviated name of the issuer: CELON PHARMA S.A.


Allocation of 21,500 C-series shares under a conditional share capital increase

Legal basis

Article 56 subs. 1 point 2 of the Act on Public Offering – current and periodic information

Content of the report:

The Management Board of Celon Pharma S.A. (the “Company”) hereby informs about the registration of 21,500 C series shares with a nominal value of PLN 0.10 each on the securities accounts of eligible persons, under a conditional share capital increase (“Shares”).

The shares have been acquired by holders of A-series subscription warrants, the granting of which, under the Incentive Program for Members of the Management Board, was announced by the Company in its current report No. 6/2023 of April 25, 2023. Granting of the Shares took place in line with the statements of the persons eligible to acquire the Shares, after they had made contributions for the Shares in full, pursuant to Resolution No. 7/2021 of the Extraordinary General Meeting of the Company of February 16, 2021 on the issue, for the purpose of implementing Incentive Programs for Members of the Management Board and other persons of key importance to the Company, of A series subscription warrants with exclusion of share subscription rights of existing shareholders, entitling them to subscribe for C-series shares and a conditional increase of the share capital through the issue of C-series shares with exclusion of share subscription rights of existing shareholders and an amendment to the Company's Articles of Association related thereto.

Together with the granting of the Shares, rights attached to Shares were acquired and the Company’s share capital was increased by PLN 2.150. After the increase, the Company's share capital is PLN 5,105,650 and is divided into 51,056,500 shares, including:

- 15,000,000 A1-series registered shares, privileged as to voting in such a way that each share carries two votes at the General Meeting of the Company,

- 15.000.000 ordinary A2-series bearer shares,

- 15.000.000 ordinary B-series bearer shares,

- 56.500 ordinary C-series bearer shares,

- 6.000.000 ordinary D-series bearer shares,

The total number of votes arising from all shares issued by the Company is 66,056,500.

The amount of the conditional increase in the share capital after the above-mentioned Shares have been granted is PLN 194.350.

Pursuant to Article 452 § 4 of the Commercial Companies Code, the Management Board of the Company shall submit a motion to the registration court to update the entry on the Company’s share capital.