The Management Board of Dark Pool One S.A., located in Warsaw at Pańska Street 98/104, 00-837 Warsaw, registered in the National Court Register (KRS) maintained by the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under number 0000907341, Tax Identification Number (NIP): 5272962589 (“the Company”), hereby convenes an Extraordinary General Meeting of Shareholders (EGM) of the Company on April 25, 2024, at 12:00 PM at the notary office at Pańska Street 98, apt. 1, 00-837 Warsaw.

Agenda:

1. Opening of the Meeting;
2. Election of the EGM Chairman;
3. Confirmation of the proper convening of the EGM and its quorum;
4. Adoption of the agenda;
5. Resolution on considering the Supervisory Board’s report (SB) on the evaluation of the management board’s report on the Company’s activities, financial statements, and the management board’s proposal for covering the loss for 2022;
6. Resolution on considering and approving the financial statement of the Company for 2022;
7. Resolution on considering and approving the management board’s report on the Company’s activities for 2022;
8. Resolution on covering the Company’s loss for 2022;
9. Resolution on the further existence of the Company;
10. Resolutions on granting discharge of responsibility to the members of the Management Board for 2022;
11. Resolutions on granting discharge of responsibility to the chairperson and members of the SB for their activities in 2022;
12. Resolution on the dismissal of Hanna Szewczyk from the position of a SB member;
13. Resolution on appointing Bernard Gołko to the position of a SB member;
14. Resolution on increasing the Company’s share capital through a private subscription by issuing 5625 new ordinary bearer Series E shares in the first tranche and depriving the existing shareholders entirely of the pre-emptive rights to the newly issued Series E shares;
15. Resolution on increasing the Company’s share capital through a private subscription by issuing 3970 new ordinary bearer Series E shares in the second tranche and depriving the existing shareholders entirely of the pre-emptive rights to the newly issued Series E shares;
16. Resolution on amending the Company’s Statutes in connection with the increase of the share capital through the issuance of Series E shares;
17. Resolution on introducing an incentive program in the Company;
18. Resolution on the conditional increase of the share capital of the Company through the issuance of Series F shares and Series A subscription warrants, with the deprivation of pre-emptive rights for the existing shareholders and amendment of the Company’s Statutes;
19. Resolution on adopting the consolidated text of the Company’s Statutes;
20. Closing of the EGM.

Changes to § 7(1) of the current wording:

“1. The share capital of the Company shall not be less than PLN 104,225.00 (one hundred four thousand two hundred twenty-five PLN) and not more than PLN 124,500.00 (one hundred twenty-four thousand five hundred PLN) and is divided into not less than 104,225 (one hundred four thousand two hundred twenty-five) and not more than 124,500 (one hundred twenty-four thousand five hundred) shares with a nominal value of PLN 1.00 (one zloty 00/100) each, including:

1) 100,000 (one hundred thousand) ordinary bearer shares of series A;

2) not less than 3,125 (three thousand one hundred twenty-five) and not more than 12,500 (twelve thousand five hundred) ordinary registered shares of series B;

3) not less than 1,000 (one thousand) and not more than 10,000 (ten thousand) ordinary registered shares of series C;

4) not less than 100 (one hundred) and not more than 2,000 (two thousand) ordinary registered shares of series D.”

Proposed change:

“1. The share capital of the Company amounts to PLN 131,504.00 (one hundred thirty-one thousand five hundred four zlotys) and is divided into 131,504 (one hundred thirty-one thousand five hundred four) shares with a nominal value of PLN 1.00 (one zloty 00/100) each, including:

1) 100,000 (one hundred thousand) ordinary bearer shares of series A;

2) 11,401 (eleven thousand four hundred one) ordinary registered shares of series B;

3) 9,840 (nine thousand eight hundred forty) ordinary registered shares of series C;

4) 668 (six hundred sixty-eight) ordinary registered shares of series D;

5) 9,595 (nine thousand five hundred ninety-five) series E ordinary registered shares.

Adding a new § 7a after § 7 with the following content:

“1. The company’s share capital is conditionally increased by the amount of PLN 32,876.00 (thirty-two thousand eight hundred seventy-six zlotys) through the issuance of 32,876 series F registered shares with a nominal value of PLN 1 each.

2. The purpose of the conditional increase of the share capital is to grant the right to take up series F registered shares to the holders of series A subscription warrants issued based on Resolution No. 18 adopted during the Extraordinary General Meeting of the Company on April 25, 2024, concerning the conditional increase of the Company’s share capital through the issuance of series F shares and series A subscription warrants with the exclusion of pre-emptive rights for existing shareholders and amendments to the Company’s Statutes.”

• The capital increase indicated in item 14 is subject to a vote, considering that the previous issuance of series E shares on December 22, 2022, was not fully covered, and the shares for the contributed capital were not created or registered in the National Court Register (KRS).
• The monetary contribution from item 15 will be allocated for debt repayment.

Dark Pool One Spółka Akcyjna with its registered office in Warsaw, at ul. Pańska 98/104, 00-837 Warsaw, entered to the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Department of the National Court Register, KRS: 0000907341, NIP: 5272962589, hereby convenes the Extraordinary Meeting of Shareholders of the Company for August 5, 2022 at 12:30 p.m. at Pańska 104 lok 1, in the Notary Office of Małgorzata Kieruzal-Rydzewska, with the following agenda:

1. Opening of the Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Ascertainment of the correctness of convening the Extraordinary General Meeting, its capacity to adopt resolutions.
4. Adoption of the agenda of the Extraordinary General Meeting.
5. Presentation of a written opinion of the Company’s Board of Directors justifying deprivation of the existing shareholders’ preemptive rights in full to new issues of series E shares.
6. Adoption of a resolution on increasing the Company’s share capital by private subscription through the issue of 6. Adoption of a resolution on increasing the Company’s share capital by private subscription through the issue of 6,250 new series E ordinary registered shares and on depriving existing shareholders’ pre-emptive rights to newly issued series E shares in full and to amend the Company’s Articles of Association.
7. Closing of the Extraordinary General Meeting.

On 26 October 2021, in the presence of Małgorzata Kieruzal-Rydzewska, notary in Warsaw, running the Notary Office in Warsaw at ul. Pańska 91, suite 1, at the registered office of that Office, the Extraordinary General Meeting of the Company trading under the business name Dark Pool One Spółka Akcyjna, with its registered seat in Warsaw, was held. The Extraordinary General Meeting of the Company took place correctly, despite the lack of formal convening, in accordance with Article 405 § 1 of the Commercial Companies Code, with the following agenda:

1. Opening of the Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Declaration of the correct convocation of the Extraordinary General Meeting and its capacity to adopt resolutions.
4. Approval of the agenda of the Extraordinary General Meeting.
5. Presentation of a written opinion of the Company’s Management Board justifying depriving the existing shareholders of the entire subscription rights to the new issues of series B and C shares.
6. Adoption of a resolution on increasing the Company’s share capital by way of a private subscription through the issue of not fewer than 4,300 and not more than 17,500 new series B ordinary registered shares and on depriving existing shareholders of the entire pre-emptive rights to the newly issued series B shares and amending the Company’s Statutes.
7. Adoption of a resolution on increasing the Company’s share capital by way of a private subscription through the issue of not fewer than 4,300 and not more than 17,500 new series C ordinary registered shares and on depriving existing shareholders of the entire pre-emptive rights to the newly issued series C shares and amending the Company’s Statutes.
8. Closing of the Extraordinary General Meeting.

In voting on the above resolutions, 100,000 series A shares were entitled to vote, representing 100% of the share capital of the Company. All resolutions were adopted unanimously.

On 5 November 2021, in the presence of Małgorzata Kieruzal-Rydzewska, notary in Warsaw, running the Notary Office in Warsaw at ul. Pańska 91, suite 1, at the registered office of that Office, the Extraordinary General Meeting of the Company trading under the business name Dark Pool One Spółka Akcyjna, with its registered seat in Warsaw, was held. The Extraordinary General Meeting of the Company took place correctly, despite the lack of formal convening, in accordance with Article 405 § 1 of the Commercial Companies Code, with the following agenda:

1. Opening of the Meeting.
2. Election of the Chairman of the Extraordinary General Meeting.
3. Declaration of the correct convocation of the Extraordinary General Meeting and its capacity to adopt resolutions.
4. Approval of the agenda of the Extraordinary General Meeting.
5. Presentation of a written opinion of the Company’s Management Board justifying depriving the existing shareholders of the entire subscription rights to the new issues of series B, C and D shares.
6. Adoption of a resolution on increasing the Company’s share capital by way of a private subscription through the issue of not fewer than 3,125 and not more than 12,500 new series B ordinary registered shares and on depriving existing shareholders of the entire pre-emptive rights to the newly issued series B shares and amending the Company’s Statutes.
7. Adoption of a resolution on increasing the Company’s share capital by way of a private subscription through the issue of not fewer than 1,000 and not more than 10,000 new series C ordinary registered shares and on depriving existing shareholders of the entire pre-emptive rights to the newly issued series C shares and amending the Company’s Statutes.
8. Adoption of a resolution on increasing the Company’s share capital by way of a private subscription through the issue of not fewer than 100 and not more than 1,000 new series D ordinary registered shares and on depriving existing shareholders of the entire pre-emptive rights to the newly issued series D shares and amending the Company’s Statutes.
9. Adoption of a resolution on the dismissal of Łukasz Kobus, member of the Company’s Supervisory Board;
10. Adoption of a resolution on appointing Robert Olejnik as a member of the Company’s Supervisory Board.
11. Adoption of a resolution on amending the Company’s Statutes.
12. Closing of the Extraordinary General Meeting.

In voting on the above resolutions, 100,000 A series shares were entitled to vote, representing 100% of the share capital of the Company. All resolutions were adopted unanimously.

Download the Statutes of Dark Pool One S.A.