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RNS - zal01_2024-01-03-Deutsche_Balaton_AG_Stock_Notification_Nestmedic_SA_signed.pdf

Company: Nestmedic Spolka Akcyjna Date: 2024-01-05 Language: English Register to download
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Deutsche Balaton Aktiengesellschaft Ziegelhäuser Landstrasse 3 Heidelberg, 69120 Germany

LEI: 529900LRUURWAPEMNE31

#### NESTMEDIC S.A.

ul. Pasymska 20 01-993 Warszawa Polska via e-mail: [ir@nestmedic.com](mailto:ir@nestmedic.com) LEI: 259400XKFDM3R4TNWV90

#### Komisja Nadzoru Finansowego

ul. Piękna 20 00-549 Warszawa Polska skr. poczt. 419 via e-mail: znaczne.pakiety@knf.gov.pl

### Initial notification

# pursuant to the provisions of Article 69 sec. 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies dated July 29, 2005

In performance of the obligation specified in Article 69.2 (2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies dated July 29, 2005 (Journal of Laws of 2022, item 2554, as amended, hereinafter: 'Act on Public Offering'), acting on behalf of Deutsche Balaton Aktiengesellschaft (hereinafter: 'the Shareholder'), I hereby notify that as a result of the conversion of bonds of Nestmedic S.A. with registered office in Warsaw (hereinafter: 'the Company') 2,857,100 shares have been acquired by the Shareholder, the percentage share of the Shareholder in the Company's share capital and the total number of votes in the Company has changed from 35.73% to 42,41%.

## 1) The date and type of the event that leads to a change in the shareholding to which the notification relates:

On December 29th 2023 shares were recorded on the securities account kept for Deutsche Balaton, which, in accordance with Art. 451 § 2 in connection with Art. 452 of the Commercial Companies Code is the moment when the rights attached to the shares were acquired and the Nestmedic's share capital was increased by an amount equal to the nominal value of the shares acquired on the basis of the resolution on the conditional increase of the share capital ("Share Capital Increase").

# 2) The number of shares held prior to the change in the shareholding and the proportion of the Company's share capital represented by those shares, as well as the number of votes attached to those shares and the proportion of the voting rights held:

Before the Share Capital Increase, the Shareholder held 8,805,399 shares of the Company representing approximately 35.73% of the Company's share capital and entitling to 8,805,399 votes at the General Meeting of Shareholders of the Company representing approximately 35.73% of the total number of votes.

# 3) The current number of shares held and the proportion of the Company's share capital represented by those shares, as well as the number of votes attached to those shares and the proportion of the voting rights held:

After the Share Capital Increase, the Shareholder holds 11,662,499 shares of the Company representing approximately 42.41% of the Company's share capital and entitling to 11,662,499 votes at the General Meeting of Shareholders of the Company representing approximately 42.41% of the total number of votes.

### 4) Subsidiaries of the shareholder that makes the notification, which hold the Company's shares:

There are no subsidiaries of the Shareholder which hold the Company's shares.

### 5) The persons referred to in Article 87.1 (3) (c);

There are no persons mentioned in Art. 87.1 (3) (c) of Act on Public Offering.

6) The number of votes from shares, calculated pursuant to Article 69b. 2, to acquisition of which they are entitled or obliged as a holder of financial instruments referred to in Article 69b.1 (1), as well as financial instruments referred to in Article 69b.1 (2) which are not exercised solely by cash settlement, the type and the name of those financial instruments, the date of their expiration, and about the date or time limit within which the acquisition of shares will or may occur:

The Shareholder does not hold the financial instruments referred to in Article 69b.1 (1) of the Act on Public Offering.

In terms of the financial instruments referred to in Article 69b.1 (2) of the Act on Public Offering, the Shareholder holds:

- a) 2,357,142 series A subscription warrants which entitle the Shareholder to acquire 2,357,142 series H shares entitling to 2,357,142 votes at the General Meeting of Shareholders of the Company. Series A subscription warrants expiration date is September 20, 2024. Series A subscription warrants may be exercised and the series H shares may be acquired from September 20, 2019 to September 20, 2024.
- 7) The number of votes from shares, calculated pursuant to Article 69b.3, to which the financial instruments referred to in art. 69b.1 (2) refer directly or indirectly, the type and the name of these financial instruments, and about the date of their expiration:

Not applicable.

# 8) The total number of votes as indicated pursuant to subparagraph (3), (6), and (7) and its percentage share in the general number of votes.

At the date of the notification, as the result of potential exercising the right from (i) 2,357,142 series A subscription warrants and in the result acquiring 2,357,142 series H shares may hold 14,019,641 shares of the Company representing approximately 46.96% of the Company's share capital and entitling to 14,019,641 votes at the General Meeting of Shareholders of the Company representing approximately 46.96% of the total number of votes.

The number of votes and shares indicated above constitute a forecast of the Shareholder's share in the event of exercising all the above-mentioned rights. In case of other than aforementioned changes in the Company's share capital, the Shareholder's share in the Company's share capital and total number of votes at the General Meeting of the Shareholders of the Company may change.

# 9) Indirect shareholders / beneficial owners of the shares in accordance with Article 69a sec. 1.3 of the Act:

Deutsche Balaton Aktiengesellschaft is member of a capital group of which the beneficial owner is Wilhelm K.T. Zours. The details of the structure of the described capital group are indicated in the table below:

| Name of the associate:                            | Business address:                                         | Nature of association:                                                                                                                                                                                                                   |
|---------------------------------------------------|-----------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Deutsche Balaton<br>Aktiengesellschaft            | Ziegelhaeuser Landstrasse 3,<br>69120 Heidelberg, Germany |                                                                                                                                                                                                                                          |
| VV Beteiligungen<br>Aktiengesellschaft            | Ziegelhaeuser Landstrasse 3,<br>69120 Heidelberg, Germany | VV Beteiligungen<br>Aktiengesellschaft is the major<br>shareholder of Deutsche Balaton<br>Aktiengesellschaft.                                                                                                                            |
| Delphi Unternehmensberatung<br>Aktiengesellschaft | Ziegelhaeuser Landstrasse 3,<br>69120 Heidelberg, Germany | Delphi Unternehmensberatung<br>Aktiengesellschaft is the only<br>shareholder of VV Beteiligungen<br>Aktiengesellschaft. VV<br>Beteiligungen Aktiengesellschaft is<br>the major shareholder of<br>Deutsche Balaton<br>Aktiengesellschaft. |
| Wilhelm K.T. Zours                                | 69120 Heidelberg, Germany                                 | Mr. Zours is the major shareholder<br>of Delphi Unternehmensberatung                                                                                                                                                                     |

of Delphi Unternehmensberatung Aktiengesellschaft. Delphi Unternehmensberatung Aktiengesellschaft is the only shareholder of VV Beteiligungen Aktiengesellschaft. VV Beteiligungen Aktiengesellschaft is the major shareholder of Deutsche Balaton Aktiengesellschaft.

SIGNATURES OF PERSON REPRESENTING THE COMPANY

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Alexander Link Managing Director Deutsche Balaton AG

Notification is received by:

- 1) Nestmedic S.A.
- 2) Komisja Nadzoru Finansowego