The Management Board of Summa Linguae S.A., based in Krakow (“Company”) hereby publishes, due to the completion of the subscription to series J bearer shares issued pursuant to its Resolution 2/09/2018 of 24 September 2018 on increasing the share capital through the issue of series J bearer shares within the authorized capital, excluding the pre-emptive rights of the existing shareholders, and on an amendment to the Company’s Articles of Association in connection with Resolution 9 on an amendment to the Company’s Articles of Association through setting up authorized capital and enabling within this capital the issue of new shares with the option to deprive the existing shareholders of pre-emptive rights, adopted by the Extraordinary General Meeting of the Company’s Shareholders on 18 October 2016, the following data:
1. The date of commencement and completion of the subscription
The subscription started on 24 September 2018 and was completed on 19 March 2019.
2. The date of allocation of the financial instruments
Due to the fact that series J shares were taken up in a private placement, no allocation of the shares was carried out within the meaning of Article 439 of the Code of Commercial Partnerships and Companies.
3. The number of financial instruments covered by the subscription
The subscription covered 1,092,300 (one million ninety two thousand three hundred) series J shares.
4. The rates of reduction in particular tranches, where at least in one tranche the number of allotted financial instruments was lower than the number of financial instruments subscribed for
The number of financial instruments which were allotted within the placement
Due to the fact that series J shares were taken up in a private placement, no allotment of shares was carried out within the meaning of Article 439 of the Code of Commercial Partnerships and Companies. A total of 583,500 (five hundred eighty three thousand five hundred) series J shares were taken up in the private placement.
6. The price at which the financial instruments were taken up
Series J shares were taken up at an issue price of PLN 10,00 (ten) each.
6a) Information on the method of payment for the subscribed securities
Series J shares were covered with a cash contribution in the amount of PLN 5,835,000 (five million eight hundred thirty five thousand) paid to the Company’s bank account.
7. The number of individuals who subscribed for the financial instruments covered by the placement
Series J shares were offered by the Company’s Management Board in a private placement to 2 legal persons and 13 natural persons.
8. The number of individuals to whom the financial instruments were allotted within the subscription
Agreements on taking up series J shares were concluded with 2 legal persons and 13 natural persons.
9. Names (companies) of underwriters that took up the financial instruments under underwriting agreements, specifying the number of the financial instruments taken up by them, and the actual unit price of the financial instrument (the issue or sale price less compensation for taking up a unit of the financial instrument under the underwriting agreement, acquired by the underwriter)
10. The total cost which was recognized as costs of the issue, specifying the cost amounts of by their titles
The total cost of the issue of series J shares was PLN 379,297.70, of which:
(a) preparation and implementation of the offer — PLN 299,715.50;
(b) underwriters’ fees – PLN 0.00;
(c) preparation of an information document, including the cost of advisory services – PLN 34,500;
(d) promotion of the offer: 45,082.20.
The method of apportioning the costs in the accounting records and their recognition in the Company’s financial statements: costs related to the issue of series J shares will decrease capital reserves made up of the share premium.
Legal grounds: Article 4(1) of Appendix No. 3 to the Alternative Trading System Rules “Current and periodic information in the alternative trading system on the NewConnect market”.
The Company’s representatives
Krzysztof Zdanowski, President of the Management Board