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Nestmedic Spolka Akcyjna

Share Issue/Capital Change May 15, 2020

9659_rns_2020-05-15_0b7f6f74-1da1-43fb-88a5-6de977131cc6.pdf

Share Issue/Capital Change

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Deutsche Balaton Aktiengesellschaft
acting on behalf and with authority of Mr. Wilhelm K.T.Zours
Ziegelhäuser Landstrasse 1
Heidelberg, 69120
ul. Krakowska 141-155
NESTMEDIC S.A.
50-428 Wrocław
Germany
Komisja Nadzoru Finansowego
00-549 Warszawa
skr. poczt. 419
ul. Piekna 20
Governing the Introduction of Financial Instruments to Organised Trading, and Public
Pursuant to the provisions of Article 69 of the Act on Public Offering, Conditions
Companies dated on July 29th 2005
Notification
Notifier: Mr. Wilhelm K.T. Zours
Acting on behalf and with authority of Mr. Wilhelm K.T. Zours, 69120 Heidelberg, Germany
(hereinafter referred to as "Indirect Shareholder") and in performing the obligation specified
in Article 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial
Instruments to Organised Trading, and Public Companies (Journal of Laws of 2018, item 512,
as amended, hereinafter: 'Act on Public Offering') and in connection with the increase of the
share capital of Nestmedic S.A. with registered office in Wrocław, (hereinafter: 'the Company')
via
EBI Report no. 9/2020 dated on May 13th, 2020, which occurred as a result of exercising by
result of the release of series H shares on 3158 March 2020, reported by the Company
as a
Deutsche Balaton Aktiengesellschaft (hereinafter: 'the Shareholder') the rights from
the
500,000 series A subscription warrants and subscription of 500,000 series H shares of the
Company by the Shareholder and also as a result of increase in the Company's share capital,
acting on behalf of the Indirect Shareholder I hereby notify that the share of the Indirect
Shareholder in the share capital and the total voting rights of the Company has changed.
1) The date and type of the event that leads to a change in the shareholding to which
the notification relates:
L

sued on 14th of May 2020 . . . . 1

On 3181 March 2020 500,000 series H shares of the Company, to which the Shareholder subscribed as a result of exercising by the Shareholder's the rights from 500,000 series A subscription warrants, were released increasing the share capital of the Company. As a purely precautionary measure, we would like to point out that the public notification of the no positive knowledge from other sources about the date of registration of the capital increase Hence we could not have received the information from a public source earlier and also had Company on the registration of the capital increase just happened on the 13th of May 2020. before 13th of May 2020.

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 The number of shares held prior to the change in the shareholding held: 2)

Before the release of 500,000 series H shares of the Company to which the Shareholder 2020, the Indirect Shareholder held 500,000 shares of the Company, representing 7.32% of share capital of the Company and entitling to 500,000 votes at the General Meeting of of the Company, representing 7.32% of share in the total number of votes, subscribed and before the increase of the share capital of the Company both on March 31, indirectly through the Shareholder. Shareholders

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 release of 500,000 series H shares of the Company to which the Shareholder 2020, the Indirect Shareholder holds 1,000,000 shares of the Company, representing 13.64% share capital of the Company and entitling to 1,000,000 votes at the General Meeting of subscribed and before the increase of the share capital of the Company both on March 31, Shareholders of the Company, representing 13.64% of share in the total number of votes, indirectly through the Shareholder.

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

(a) The Indirect Shareholder - Wilhelm K. T. Zours is the major shareholder of DELPHI Unternehmensberatung Aktiengesellschaft;

2

A (b) DELPHI Unternehmensberatung Aktiengesellschaft is the only shareholder of VV the Company, representing 13,64 % of share capital and entitling to 13,64 % votes at the 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 The number of votes from shares, calculated pursuant to Article 69b. 2, to which acquisition the Shareholder is entitled as a holder of financial instruments referred in terms of 2,357,142 Series A Subscription Warrants, number of votes may 2,357,142 Series A Subscription Warrants - subscription The number of votes from shares, calculated pursuant to Article 69b. 2, to whose acquisition they are entitled or obliged as a holder of financial instruments referred The Indirect Shareholder does not hold the financial instruments referred to in Article 69b.1 In terms of the financial instruments referred to in Article 69b. 1 (2) of Act on Public Offering: (c) VV Beteiligungen Aktiengesellschaft is the major shareholder of the Shareholder in terms of 2,357,142 Series A Subscription Warrants - Series in terms of 28,571 Series A Bonds, number of votes may be 2,857,100, of shares in terms of 28,571 Series A Bonds- bonds convertible into shares, Balaton Aktiengesellschaft, which holds directly 1.000.000 There are no persons mentioned in Art. 87.1 (3) (c) of Act on Public Offering. in terms of 28,571 Series A Bonds - 31st of July 2024; in terms of 28,571 Series A Bonds - Series A Bonds; within which the acquisition of shares will or may occur: The date of the expiration of financial instruments: General Meeting of Shareholders of the Company. 5) The persons referred to in Article 87.1 (3) (c); The name of the financial instruments: The type of the financial instruments: Subscription Warrants; Beteiligungen Aktiengesellschaft; to in Article 69b. 1 (2) 2,357,142; (1) of Act on Public Offering. of terms warrants; be in Deutsche a) d) b) C) 6)

3

  • in terms of 2,357,142 Series A Subscription Warrants 20st of September 2024: ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  • The time limit within which the acquisition of shares may occur: e)
  • in terms of 28,571 Series A Bonds from 20th of September 2019 to 31st of July 2024; ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
  • 20th of September in terms of 2,357,142 Series A Subscription Warrants 20th of September 2024; to
  • 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: 7)

Not applicable.

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

2,857,100 Series G Shares of the Company and exercising the right of 2,357,142 Series A Subscription and indirectly 6.214.242 shares of the Company, entitling to 6.214.242 votes, representing 49.54% of share capital and entitling to 49.54% votes at the General Meeting of Shareholders of the Company. Company into hold the Bonds may of 2,357,142 Series H Shares after conversion of 28,571 Series A Shareholder Indirect the capital, in the result subscribing to share of the notification, the of increase date and respective at the Warrants As

event that Shareholder capital of the Company and in the votes at the General Meeting of the Shareholders of the Company may of Indirect all the above-mentioned rights. In case of other than aforementioned changes in forecast share in the a - in the constitutes the Company's share capital, the Indirect Shareholder's share i Shareholder above share - held indirectly though the indicated shares and votes of Shareholder's number is exercising change. The

SIGNATURES OF PERSONS REPRESENTING THE COMPANY

Alexander Link

Deutsche Balaton AG Board Member

Notification is received by:

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

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