MIRACULUM SA: Notification of the National Court Registry of Capital Increase as a result of Conversion of Series S2 Bonds into Series P Shares as a result of Issue of Share Documents as Part of the Conditional Capital Increase

Board of Directors of Miraculum SA with its registered office in Warsaw (the Company), with reference to Current Report No. 106/2021 of December 16, 2021, Current Report No. 115/2021 of December 30, 2021, Current Report No. 13/2022 of January 21, 2022 and No. 16 /2022 dated January 24, 2022 states the following.

Today, i.e. January 24, 2022, the Company has filed a notification with the National Court Registry of a capital increase of the Company as a result of the conversion of 500,000 Series S2 bonds into Series P shares. 500,000 Series P shares at a nominal value of PLN 1.10 per share (share) as part of the increase contingent capital.

The shares were issued pursuant to Resolution No. 6 of the Extraordinary General Assembly of Miraculum SA dated March 28, 2019
(Reference A No. 28631/2019) regarding the issuance of bonds convertible into shares, subject to the capital increase, the exclusion of the entire right of pre-emption for existing shareholders and the amendment of the Articles of Association, as well as § 8a of the Articles of Association.

In connection with the above, pursuant to Art. 452 § 1 of the Commercial Companies Law, on the day of registration of the shares acquired by the shareholder as part of the conditional increase of capital in the securities account, i.e. on December 29, 2021, the capital of the company was increased by PLN 550,000.00.

After the capital increase, as a result of the conversion of 500,000 Series S2 bonds into shares, the company’s share capital is PLN 41,800,000,000 and is divided into 38,000,000 shares with a nominal value of PLN 1.10 per share. The total number of votes generated by all the company’s shares is 38,000,000 votes.

The share of shares in the company’s capital is 1.32%, and the share of shares in the total number of votes at the company’s general meeting is 1.32%.

As of the date of this report, all bonds issued by the Company that have not been converted into equity (ie, except for 1,000,000 Series S1 notes and 500,000 Series S2 notes) have been redeemed by the issuer.
In view of the foregoing, the company’s capital cannot be increased as part of the contingent capital approved on the basis of Resolution No. 6 of the Extraordinary General Assembly of Miraculum SA dated March 28, 2019 regarding the issuance of convertible bonds. In shares, subject to a capital increase, exclusion of all subscription rights of existing shareholders and amendments to the articles of association.

Legal Basis: Sections 5 and 8 of the Regulation of the Minister of Finance issued on March 29, 2018 regarding current and periodic information published by issuers of securities and the conditions for recognition of equivalent information required by the law of a non-member state.