The Management Board of Open Finance S.A. ("Issuer", "Company") with its registered office in Warsaw at ul. Przyokopowa 33,
01-208 Warsaw, informs that in connection with the positive opinion of the Supervisory Board expressed in the Resolution of July 6, 2018. regarding the issue of shares by the Company, the Issuer's Board of Directors took today as of July 6, 2018. A resolution regarding the increase of the Company's share capital by way of a new share issue on the basis of the following principles:
1. The decision will include not less than 1 (in words: one), but not more than 6,528,854 (in words: six million five hundred and twenty eight thousand, eight hundred and fifty-four) ordinary bearer G-series shares with a nominal value of PLN 0.01 (say: one penny) each.
2. G Series shares will be issued and offered in a private subscription in the meaning of art. 431 § 2 point 1 of the Commercial Companies Code, which will not constitute a public offer within the meaning of art. 3 par. 1 of the Act on Public Offer. The take-up of Series G Shares will take place by submitting the offer to the addressees, no more than 149, indicated by the Management Board of the Company at its sole discretion and its acceptance in writing under pain of nullity by these addressees pursuant to art. 431 § 2 point 1 of the Code of Commercial Companies (private subscription).
3. The pre-emptive rights of existing shareholders in relation to Series G Shares will be excluded. 4. Conclusion of agreements on the subscription of Series G Shares in accordance with art. 431 § 2 item 1) of the Commercial Companies Code under private subscription will be completed by 31/08/2018.
5. No special rights or restrictions will be attached to Series G Shares.
6. The issue price per one Series G Share will be PLN 0.69 (say: zero zlotys 69/100).
7. G Series shares will participate in the dividend on the following terms:
1) if Series G Shares are first credited to the securities account on the dividend record date determined for the purpose of distributing the profit for a given financial year, these shares participate in the profit for the previous financial year, ie from the first of January of the financial year immediately preceding the year in which they were registered on the securities account,
2) in case Series G Shares are for the first time recorded on the securities account after the dividend day set for needsdistribution of profit for a given financial year, these shares participate in the dividend, starting from the first of January of the financial year in which they were recorded on the securities account.
8. G Series shares will be paid in cash.
9. The G series shares will be dematerialized and will be the subject of applying for admission to trading on the WSE regulated market.
The Issuer will inform about the next stages of the planned procedure of increasing the Company's share capital by way of a private issue in separate current reports.
Legal basis: art. 17 sec. 1 MAR Regulation - confidential information.
Source: company website, investor relations, current and periodic reports.