ESPI Reports
We publish information that may influence investor decisions. Here you will find, among others, data on material agreements, changes in the Management Board, or convened general meetings.
Go to year
2025
2026
go to
The Management Board of SFD S.A. with its registered office in Opole (the "Company, Issuer") hereby informs that on 11.06.2024 it adopted Resolution No. 01/06/2026 on the recommendation to the General Meeting of SFD S.A. and the submission to the Supervisory Board of the Company for opinion of the proposed distribution of net profit for the financial year 2025 in the following manner: To distribute the net profit for the financial year from 01.01.2025 to 31.12.2025 in the amount of PLN 5,312,085.56 (say: five million three hundred twelve thousand eighty-five zlotys fifty-six groszy) as follows:
Allocate for the payment of dividend to the shareholders of SFD S.A. the total amount of PLN 1,761,796.40 (say: one million seven hundred sixty-one thousand seven hundred ninety-six zlotys forty groszy), i.e. PLN 0.04 (say: four groszy) of dividend per share
2. Allocate the amount of PLN 3,550,289.16 (say: three million five hundred fifty thousand two hundred eighty-nine zlotys sixteen groszy) to increase the supplementary capital.
The final decision on the distribution of the Company's profit and the payment of dividend will be made by the Ordinary General Meeting.
The Management Board of SFD S.A. hereby submits, attached hereto, the Notice of convening the Ordinary General Meeting of SFD S.A. and the drafts of resolutions to be considered during the General Meeting.
2025
go to
Execution of the project co-financing agreement under the FENG program
The Management Board of SFD S.A. (the "Issuer") hereby informs that on February 12, 2026, it received information on the conclusion of an agreement with the National Centre for Research and Development (NCBR) for the co-financing of a project implemented under the European Funds for a Modern Economy 2021-2027 (FENG) program.
The agreement was concluded under competition FENG.01.01-IP.01-003/24 and concerns the project:
"New generation of protein supplements – innovative technology for stabilization and improvement of bioavailability of active ingredients".
The Issuer acts as the leader of the consortium implementing the project. The project consortium partner is the Warsaw University of Technology – Center for Advanced Materials and Technologies CEZAMAT.
The total value of eligible costs amounts to PLN 39,538,036.56, including:
– SFD S.A.: PLN 37,204,250.06,
– consortium partner: PLN 2,333,786.50.
The total value of the granted co-financing amounts to PLN 20,627,203.54, including:
– for SFD S.A.: PLN 18,293,417.04,
– for the consortium partner: PLN 2,333,786.50.
The project involves the implementation of research and development activities, deployment of innovation (including the acquisition of land and construction of a production hall along with equipment), and the development of R&D infrastructure related to the development of a new generation of protein supplements.
In the opinion of the Management Board, the implementation of the project will have a positive impact on the development of the Issuer's manufacturing competencies and will strengthen its competitive position in the dietary supplements segment.
Consolidated quarterly report for the third quarter of 2025
The Management Board of SFD S.A. hereby submits the attached consolidated quarterly report for the third quarter of 2025.
Conclusion of a long-term lease agreement for warehouse space
The Management Board of SFD S.A. (the "Company") hereby announces that on 8 October 2025, the Company received a lease agreement signed and dated 1 October 2025 with REDKOM LOGISTIC PARK OPOLE GÓRSKI sp. k. ("REDKOM"), with its registered office in Warsaw, for the lease of warehouse and office space with a total area of 14,435 m2, with the option for REDKOM to expand it up to 18,185 m2, located in Chrząstowice, Opole Voivodeship.
The agreement was concluded for a period of 12 years commencing on 1 October 2026. The terms of the agreement do not deviate from market standards for this type of contract.
The lease of the new logistics facility is aligned with the Company's development strategy and provides additional opportunities to increase operational capacity in terms of sales and distribution services.
Consolidated quarterly report for the second quarter of 2025
The Management Board of SFD S.A. hereby submits the attached consolidated periodic report for the second quarter of 2025.
Information on the non-execution of the planned transaction for the sale of the Company's shares by the President of the Management Board
The Management Board of SFD S.A. (the "Company") hereby informs that, in connection with current report ESPI 4/2025 of 03.07.2025 regarding the intention of the President of the Management Board, Mr. Mateusz Pazdan, to dispose of up to 540,000 shares of the Company, this transaction was not executed within the assumed deadline of 14.07.2025.
According to the provided information, the decision to withdraw from the transaction was made by the President of the Management Board, taking into account the current market situation and out of concern for the stability of the Company's share price.
The Management Board of the Company emphasizes that the non-execution of the transaction does not affect the operating activities of the Company or its financial position.
Intention to sell up to 540,000 shares in SFD by the President of the Management Board
The Management Board of SFD S.A. (the "Company") hereby informs that on 03.07.2025 it received information from the President of the Management Board, Mr. Mateusz Pazdan, regarding his intention to dispose of a block of shares in the Company held by him.
According to the information provided, the President of the Management Board intends to dispose of up to 540,000 shares of the Company, representing no more than 1.23% of the share capital of the Company and 0.88% of the total number of votes, in a transparent manner and in accordance with the provisions of the MAR Regulation and the Company's information policy.
The planned transaction is intended to be executed by 14.07.2025, in compliance with the information disclosure obligations stipulated by law, in particular the notification obligation pursuant to Article 19 of the MAR Regulation.
The Management Board of the Company emphasizes that the transaction will not affect the Company's capital structure or its operating activities.
List of shareholders holding at least 5% of the total number of votes at the Ordinary General Meeting of SFD S.A. on June 27, 2025
The Management Board of SFD S.A. (the "Company") hereby presents the list of shareholders present at the Ordinary General Meeting of the Company on June 27, 2025, holding at least 5% of the number of votes at this General Meeting.
The total number of votes at the Ordinary General Meeting was: 51,846,387
The total number of votes in the Company is: 61,544,910
Shareholder Mateusz Pazdan:
Number of votes from held shares at the Ordinary General Meeting: 51,081,654
Share in the number of votes at the Ordinary General Meeting: 98.53%
Share in the total number of votes: 83%
Conclusion of an investment agreement to establish a joint venture with a production partner and commencement of the construction process for a dietary supplement production facility
The Management Board of SFD S.A. with its registered office in Opole (the "Company") hereby announces that on 02.06.2025 it signed an investment agreement and an incorporation deed for a new company with Intragen Polska sp. z o.o. with its registered office in Hermanowa, which has been a supplier in the area of dietary supplement manufacturing to date.
The new company, operating under the name GoodWhey sp. z o.o., in which SFD acquired a 70% shareholding, has been established to launch a manufacturing facility specializing in the production of dietary supplements under the Company's proprietary brands.
The Management Board of the Company considers this decision a strategic step towards the further development and consolidation of the Company's position in the dietary supplements market in Poland and abroad.
Notice of Convening the Annual General Meeting
The Management Board of SFD S.A. hereby submits, attached hereto, the Notice of convening the Ordinary General Meeting of SFD S.A. and the drafts of resolutions to be considered during the General Meeting.
List of shareholders holding at least 5% of the total number of votes at the Ordinary General Meeting of SFD S.A. on June 27, 2024
The Management Board of SFD S.A. "Company" hereby submits the list of shareholders present at the Ordinary General Meeting of the Company on June 27, 2024, holding at least 5% of the number of votes at this General Meeting.
The total number of votes at the said OGM was: 35,547,554
The total number of votes in the Company is: 61,544,910
Shareholder Mateusz Pazdan:
Number of votes from held shares at the OGM: 35,000,000
Share in the number of votes at the OGM: 98.46%
Share in the total number of votes: 56.87%
Management Board's Recommendation on Dividend Payment
The Management Board of SFD S.A. with its registered office in Opole ("the Company, the Issuer") hereby informs that on 18.06.2024 it adopted Resolution No. 01/06/2024 to recommend to the General Meeting of SFD S.A. and submit to the Supervisory Board of the Company for opinion-giving the proposed distribution of net profit for the financial year 2023 in the following manner: To distribute the net profit for the financial year from 01.01.2023 to 31.12.2023 in the amount of PLN 544,973.61 (say: five hundred forty-four thousand nine hundred seventy-three zlotys sixty-one groszy), as follows:
Allocate for the payment of dividend to the shareholders of SFD S.A. the total amount of PLN 440,449.10 (say: four hundred forty thousand four hundred forty-nine zlotys ten groszy), i.e. PLN 0.01 (say: one grosz) of dividend per share;
Allocate the amount of PLN 104,524.51 (say: one hundred four thousand five hundred twenty-four zlotys fifty-one groszy) to increase the supplementary capital.
The final decision regarding the distribution of the Company's profit and the payment of dividend will be made by the Annual General Meeting.
Termination of the publication of monthly reports due to amendments to the Best Practice for NewConnect Listed Companies
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby announces that on 1 January 2024, the new "Best Practice for NewConnect Listed Companies 2024", adopted by the Warsaw Stock Exchange, entered into force. These practices do not include the practice of publishing monthly reports. The new set of corporate governance principles for companies listed in the alternative trading system on the NewConnect market does not provide for the possibility of publishing such reports through official communication channels, including the Electronic Information Base (EBI). Furthermore, there is no other legal basis for the publication of monthly reports.
In view of the above, the Company informs that it must cease the publication of monthly reports. The report published as EBI Current Report No. 8/2024 was the last monthly report published by the Issuer.
Receipt of two independent toxicological opinions
The Management Board of SFD S.A. “Company” hereby reports the receipt on September 13, 2023, of two independent toxicological opinions prepared by toxicology experts regarding the exceeding of heavy metal content limits in several batches of creatine-containing products, of which the Company informed via ESPI Report No. 12/2023 on September 8, 2023.
The Company commissioned these opinions to determine the degree of potential health risk for customers who may have consumed the products in question. The information contained in the expert reports describes in detail the typical heavy metal content consumed daily in certain food products and addresses the risk of the potential health impact of consuming dietary supplements containing creatine with exceeded heavy metal limits.
The conclusion of the aforementioned opinions is that, despite the exceeded concentration of heavy metals in several batches of products, the risk to human health is low due to the small doses of supplements consumed by buyers in accordance with the manufacturer's recommendations.
In particular, comparing the mercury content in the SFD Creatine dietary supplement and in tuna products 250 g of fresh fillet or in two cans of 120 g of drained tuna mass with a legally permissible Hg concentration it is easy to calculate that one steak contains as much mercury as 200 capsules of the supplement. It is worth noting that this number of capsules constitutes a complete package intended for as much as 50 days of supplementation.
The Company has already reported on the preventive recalls of products from the market and is currently cooperating with the State Sanitary Inspectorate (Sanepid) and is striving to fully clarify the situation. Simultaneously, extensive initiatives are being undertaken to further raise product quality control standards.
The respective opinions are attached to this current report.
Receipt of information regarding the occurrence of a quality defect in one product category of SFD S.A.
The Management Board of SFD SA the Issuer, the Company presents below the key points in connection with the customer notice published by the Company on 7.09.2023:
The Management Board received information regarding a quality defect in one of the batches of creatine manufactured by an external supplier of the Company.
As a result of tests conducted on our products by the Sanitary Inspectorate (Sanepid), several batches of products containing creatine were found to exceed the heavy metal content limits permitted for dietary supplements.
The cause of the incident was the use of defective raw material by an external manufacturer, which proved to be contaminated despite the manufacturer possessing certificates confirming the appropriate quality of the raw material used for the production of the creatine.
The product batches identified by Sanepid were immediately and voluntarily withdrawn from sale by the Company, and the Company is simultaneously conducting a market recall of products containing the contaminated creatine. Currently, only creatine-containing products that are 100% verified as safe are available for purchase.
Furthermore, in the interest of customer safety, the Company proactively suspended the sale of all creatine-containing products as a preventive measure until they are tested by accredited laboratories.
As a corrective measure to prevent similar incidents in the future, the Company is reviewing and strengthening auditing procedures for its suppliers and is increasing funds allocated for the analysis and testing of all products by independent, accredited laboratories.
With reference to inquiries received by the Company today, the Management Board of SFD S.A. informs that, in connection with the consumer notice published by the Company on September 7, 2023, the Company's sales structure comprises several leading product categories, and the Company offers over 8,000 SKUs in total. The Company's actions in the current situation are aimed at fully restoring tested batches of creatine to sale, and this situation will not have a significant impact on sales results in September.
The Management Board explains that all batches of creatine are currently being continuously tested and restored to sale. Therefore, all creatine batches currently available for sale meet the standards of the Sanitary Inspectorate. The Company's response to the information regarding the exceeded mercury level in the specified product was immediate. The Company also immediately suspended cooperation with the manufacturer that supplied this raw material to other recipients in Poland and Europe as well.
Dividend Policy for the years 2023-2025
The Management Board of SFD S.A. “Company”, “Issuer” hereby informs that on August 7, 2023, it adopted a resolution on the dividend policy for the years 2023-2025. The intention of the Management Board is to extend the current policy and to recommend to the General Meeting dividend payments at a level of no less than 20% of the net profit of SFD S.A. for the respective financial year.
Conclusion of real estate sale agreement
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby informs that an agreement on the transfer of the right of perpetual usufruct of land, covered by land and mortgage register No. OP1O/00073009/0 kept by the District Court in Opole, 6th Land and Mortgage Registry Division, has been concluded between the Issuer (the "Seller") and Zott Polska Spółka z o.o. with its registered office in Opole (the "Buyer").
The agreement was concluded in connection with the conditional sale agreement, which the Company reported on in the ESPI current report No. 6/2023.
A letter issued by the Mayor of the City of Opole was submitted for the deed, stating that the Municipality of Opole will not exercise its pre-emptive right to purchase the real estate.
Under the agreement, the Buyer undertook to pay the Seller the total sale price of PLN 1,999,980.00 gross.
Conclusion of three share purchase agreements for the acquisition of shares in EXSECUTOR Sp. z o.o.
The Management Board of SFD S.A. (the "Company", "Issuer") hereby announces the conclusion of three agreements for the acquisition of shares in EXSECUTOR Sp. z o. o. with its registered office in Opole, with the following parameters:
on June 28, 2023, the Issuer acquired 51 shares from Mr. Paweł Horodyński for a total price of PLN 3,060.00;
on July 12, 2023, the Issuer acquired 51 shares from Mr. Bartłomiej Trętowski for a total price of PLN 3,060.00;
on July 11, 2023, the Issuer acquired 15 shares from Mr. Szymon Pawelec for a total price of PLN 900.00.
Following the aforementioned transactions, the Company is the sole shareholder of EXSECUTOR Sp. z o. o., i.e., it holds 100% of the shares.
Commencement of operational activity in Ukraine
The Management Board of SFD S.A. (the "Issuer") hereby informs that on July 17, 2023, the Issuer is launching sales of its product offering in Ukraine through its own sales platform. Following the Czech Republic, Slovakia, Hungary, Romania, and Austria, this is another foreign market where the Issuer will conduct sales and marketing operations based on the model developed and proven in the Polish and foreign markets. The sale of products to customers in Ukraine will be dispatched directly from the Issuer's warehouse in Opole.
List of shareholders holding at least 5% of the number of votes at the Ordinary General Meeting of SFD S.A. on June 30, 2023
The Management Board of SFD S.A. (the “Company”) hereby discloses the list of shareholders present at the Ordinary General Meeting of the Company on June 24, 2022, holding at least 5% of the number of votes at this General Meeting.
The total number of votes at the said Ordinary General Meeting was: 35,150,000
The total number of votes in the Company is: 61,544,910
Shareholder Mateusz Pazdan:
Number of votes from held shares at the Ordinary General Meeting: 35,000,000
Share in the number of votes at the Ordinary General Meeting: 99.57%
Share in the total number of votes: 56.87%
Conclusion of a conditional real estate sale agreement
The Management Board of SFD S.A. (the "Company", "Issuer") hereby informs that on June 29, 2023, a conditional agreement for the sale of land plots was concluded between the Issuer (the "Seller") and Zott Polska Spółka z o.o. with its registered office in Opole (the "Buyer"). The plots are registered in land and mortgage register no. OP1O/00073009/0, maintained by the District Court in Opole, 6th Land and Mortgage Registry Division, for which the Issuer is the perpetual usufructuary (the "Property").
The sale of the Property is conditional upon the Municipality of Opole not exercising its right of first refusal with respect to the perpetual usufruct right, arising from the Real Estate Management Act.
The Parties undertake to conclude an agreement transferring the perpetual usufruct right to the Property no later than 14 days after the Municipality of Opole has refrained from exercising its right of first refusal.
The Parties have agreed that in the event that the Municipality of Opole waives its right of first refusal, the Buyer undertakes to pay the Seller the total sale price of PLN 1,999,980.00 gross, within three days from the signing of the agreement transferring the perpetual usufruct right to the Property.
The sale of the real estate in Opole is part of the Company's preparations to commence a new investment related to the construction of its own warehouse facility. The funds obtained from the sale of the real estate, together with the funds raised from investors in 2021 through the issue of Series G shares, will be allocated in their entirety to the purchase of land for this project.
Management Board's Recommendation on Dividend Payment
The Management Board of SFD S.A. with its registered office in Opole ("the Company, the Issuer") hereby informs that on 13.06.2023 it adopted Resolution No. 01/06/2023 regarding the recommendation to the General Meeting of SFD S.A. and submission to the Supervisory Board of the Company for opinion on the proposed distribution of net profit for the financial year 2022 in the following manner:
To distribute the net profit for the financial year from 01.01.2022 to 31.12.2022 in the amount of PLN 12,537,941.99 (say: twelve million five hundred thirty-seven thousand nine hundred forty-one zlotys ninety-nine groszy) as follows:
Allocate for the payment of dividend to the shareholders of SFD S.A. the total amount of PLN 4,404,491.00 (say: four million four hundred four thousand four hundred ninety-one zlotys), i.e. PLN 0.10 (say: ten groszy) of dividend per one share, including:
a) the interim dividend towards the anticipated dividend for 2022 paid to shareholders on January 4, 2023 in the total amount of PLN 2,202,245.50 (say: two million two hundred two thousand two hundred forty-five zlotys and fifty groszy), i.e. PLN 0.05 (say: five groszy) of dividend per one share,
b) the remaining part of the dividend to be paid by the Company in the total amount of PLN 2,202,245.50 (say: two million two hundred two thousand two hundred forty-five zlotys and fifty groszy), i.e. PLN 0.05 (say: five groszy) of dividend per one share.Allocate the amount of PLN 8,133,450.99 (say: eight million one hundred thirty-three thousand four hundred fifty zlotys ninety-nine groszy) to increase the supplementary capital.
The final decision on the distribution of the Company's profit and the payment of dividend will be made by the Ordinary General Meeting.
Notice of Convening the Annual General Meeting
The Management Board of SFD S.A. hereby submits, attached hereto, the Notice of convening the Ordinary General Meeting of SFD S.A. and the drafts of resolutions to be considered during the General Meeting.
21.05.2023 – Approval of the Rules of the Incentive Scheme for Members of the Management Board of SFD S.A.
The Management Board of SFD SA ”Company”, “Issuer” hereby informs that the Supervisory Board of the Company, acting pursuant to Resolution No. 3 of the Extraordinary General Meeting of Shareholders dated February 13, 2023, approved by Resolution No. 4/05/2023 on May 19, 2023, the Rules of the Incentive Scheme ”Rules” for the Management Board of the Company, which was prepared by the Management Board of the Company. The text of the Rules is attached to this report.
17.01.2023 – Convening of the Extraordinary General Meeting
The Management Board of SFD S.A. hereby encloses the Notice of convening the Extraordinary General Meeting of SFD S.A. and the drafts of the resolutions to be discussed during the General Meeting.
Commencement of operational activities in Austria
The Management Board of SFD S.A. (the "Issuer") hereby announces that on December 6, 2022, it commenced the sale of its products in Austria through its own sales platform. This is the next foreign market, after the Czech Republic, Slovakia, Hungary, and Romania, where the Issuer will conduct sales and marketing activities based on the model developed and proven in the Polish market. Product sales to customers in Austria will be fulfilled directly from the Issuer's warehouse in Opole.
Execution of the articles of association
The Management Board of SFD S.A. hereby informs that on November 18, 2022, it entered into a company agreement establishing Green Therapy sp. z o.o., with a share capital of PLN 5,000, in which it acquired a 71% stake. The business activity of the new company consists of providing telemedicine medical consultation services.
Notification pursuant to Article 19(3) of the MAR Regulation
The Management Board of SFD S.A. (the "Issuer") hereby informs that on August 17, 2022, it received a notification pursuant to Article 19(1) of the MAR from Mr. Rafał Zakrzewski – Vice-President of the Management Board. The content of the notification is attached to this report.
Conclusion of real estate sale agreement
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby informs that an agreement on the transfer of the right of perpetual usufruct of land, covered by land and mortgage register No. OP1O/00073009/0 kept by the District Court in Opole, 6th Land and Mortgage Registry Division, has been concluded between the Issuer (the "Seller") and Zott Polska Spółka z o.o. with its registered office in Opole (the "Buyer").
The agreement was concluded in connection with the conditional sale agreement, which the Company reported on in the ESPI current report No. 6/2023.
A letter issued by the Mayor of the City of Opole was submitted for the deed, stating that the Municipality of Opole will not exercise its pre-emptive right to purchase the real estate.
Under the agreement, the Buyer undertook to pay the Seller the total sale price of PLN 1,999,980.00 gross.
Commencement of operational activities in Romania
The Management Board of SFD S.A. (the "Issuer") hereby announces that today, i.e. on July 18, 2022, it has resolved to launch the sale of the Issuer's product portfolio in Romania through its own sales platform, starting from July 25, 2022. Following the Czech Republic, Slovakia, and Hungary, this is the next foreign market where the Issuer will conduct sales and marketing activities based on the formula developed and proven in the Polish market. The sale of products to customers in Romania will be carried out directly from the Issuer's warehouse in Opole.
Commencement of operational activity in Ukraine
The Management Board of SFD S.A. (the "Issuer") hereby informs that on July 17, 2023, the Issuer is launching sales of its product offering in Ukraine through its own sales platform. Following the Czech Republic, Slovakia, Hungary, Romania, and Austria, this is another foreign market where the Issuer will conduct sales and marketing operations based on the model developed and proven in the Polish and foreign markets. The sale of products to customers in Ukraine will be dispatched directly from the Issuer's warehouse in Opole.
List of shareholders holding at least 5% of the total number of votes at the Ordinary General Meeting of SFD S.A. on June 24, 2022
The Management Board of SFD S.A. “Company” hereby submits the list of shareholders present at the Ordinary General Meeting of the Company on June 24, 2022, holding at least 5% of the number of votes at this General Meeting.
The total number of votes at the Ordinary General Meeting in question was: 51,312,765
The total number of votes in the Company is: 61,544,910
Shareholder Mateusz Pazdan: Number of votes from shares held at the Ordinary General Meeting: 51,081,654
Share in the number of votes at the Ordinary General Meeting: 99.55%
Share in the total number of votes: 83%
Notice of Convening the Annual General Meeting
The Management Board of SFD S.A. hereby submits, attached hereto, the Notice of convening the Ordinary General Meeting of SFD S.A. and the drafts of resolutions to be considered during the General Meeting.
Management Board's Recommendation on Dividend Payment
The Management Board of SFD S.A. with its registered office in Opole "the Company, the Issuer" hereby informs that today it adopted resolution no. 1/05/2022 on the recommendation to the General Meeting of SFD S.A. and the submission to the Supervisory Board of the Company for opinion on the proposed distribution of net profit for the financial year 2021 as follows:
To distribute the net profit for the financial year from 01.01.2021 to 31.12.2021 in the amount of PLN 11,022,744.34 in words: eleven million twenty-two thousand seven hundred forty-four zlotys thirty-four groszy, as follows:
Allocate for the payment of dividend to the shareholders of SFD S.A. the total amount of PLN 4,404,491.00 in words: four million four hundred four thousand four hundred ninety-one zlotys i.e. PLN 0.10 in words: ten groszy of dividend per one share, including:
a_ the advance payment towards the prospective dividend for 2021 paid to individual shareholders on December 30, 2021 in the total amount of PLN 1,761,796.40 in words: one million seven hundred sixty-one thousand seven hundred ninety-six zlotys forty groszy, i.e. PLN 0.04 in words: four groszy of dividend per one share,
b_ the remaining part of the dividend to be paid by the Company in the total amount of PLN 2,642,694.60 in words: two million six hundred forty-two thousand six hundred ninety-four zlotys sixty groszy i.e. PLN 0.06 in words: six groszy of dividend per one share.Allocate the amount of PLN 6,618,253.34 in words: six million six hundred eighteen thousand two hundred fifty-three zlotys thirty-four groszy to increase the supplementary capital.
The final decision regarding the distribution of the Company's profit and the payment of dividend will be made by the Ordinary General Meeting.
List of shareholders holding at least 5% of the votes at the Extraordinary General Meeting of SFD S.A. on May 27, 2022
The Management Board of SFD S.A. (the “Company”) hereby discloses the list of shareholders present at the Extraordinary General Meeting of the Company on 27 May 2022 who held at least 5% of the number of votes at this General Meeting.
The total number of votes represented at this EGM was: 51,142,284
The total number of votes in the Company is: 61,544,910
Shareholder Mateusz Pazdan:
Number of votes from shares held at the EGM: 51,081,654
Share in the number of votes at the EGM: 99.88%
Share in the total number of votes: 83%
Announcement of the Convening of the Extraordinary General Meeting
The Management Board of SFD S.A. hereby encloses the Notice of convening the Extraordinary General Meeting of SFD S.A. and the drafts of the resolutions to be discussed during the General Meeting.
Conditional resolution of the Supervisory Board on the appointment of a Member of the Management Board
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby announces that on April 22, 2022, the Supervisory Board of the Company adopted a resolution on the appointment of Mr. Rafał Zakrzewski to the position of Vice-President of the Management Board of the Company.
The resolution is conditional and shall enter into force subject to:
the adoption by the General Meeting of Shareholders of the Company of a resolution on amendments to the Articles of Association regarding the expansion of the number of Members of the Management Board of the Company to four.
the registration of the amendment to the Company's Articles of Association in the above scope in the register of entrepreneurs kept by the National Court Register.
The Company will inform the public of the fulfillment of the above conditions by way of a public report and will fulfill the obligations specified in §3 Sec. 1 Item 7_ of Appendix No. 3 to the Rules of the Alternative Trading System.
Commencement of operational activities in Hungary
The Management Board of SFD S.A. "Company", "Issuer" announces that on April 12, 2022, it launched the sale of the Issuer's products via its own sales platform in Hungary. This is the third foreign market, after the Czech Republic and Slovakia, where the Company will conduct sales and marketing using the formula developed and proven on the Polish market. The sale of products to customers in Hungary will be conducted directly from the Issuer's warehouse in Opole. In the opinion of the Management Board, this event will have a positive impact on the financial results achieved by the Issuer in the long term.
Conclusion of two agreements for the sale of an organized part of the enterprise
With reference to ESPI Report No. 16/2021 dated August 16, 2021, the Management Board of SFD S.A. (the "Company", "Issuer") hereby informs that on December 20, 2021, the final three agreements were concluded with Mrs. Mariola Rozbicka, conducting business under the business name PAFOSCAN-SPORT Mariola Rozbicka with its registered office in Wrocław (the "Seller").
The subject of the agreement are stores operated by the Seller in the following locations:
Magnolia Park Shopping Center in Wrocław ("Store 9"),
Wroclavia Shopping Center in Wrocław ("Store 10"),
Bielany Retail Park in Wrocław ("Store 11").
The Buyer acquired "Store 9", "Store 10" and "Store 11" for a total gross amount of PLN 300,000, and the payment for the said stores will be made in installments.
Signing of an amendment to the letter of intent with Panattoni Development Europe sp. z o.o.
With reference to current report no. 14/2021 dated August 2, 2021, the Management Board of SFD S.A. “Company”, “Issuer” hereby informs that on December 2, 2021, the Company received a signed addendum to the letter of intent concluded with Panattoni Development Europe sp. z o.o., regarding the conclusion of an agreement for the construction of a warehouse building on the Issuer's property. As a result of the signed addendum, the maximum deadline for signing the construction agreement for the aforementioned property has been extended to October 30, 2022. The new deadline results from prolonged administrative procedures regarding the acquisition of one of the plots designated for the construction of the warehouse. In the opinion of the Management Board, the signing of the aforementioned addendum will not affect the current operations of the Company and will not be an obstacle to the further expansion of the Company.
Conclusion of six agreements for the sale of an organized part of the enterprise
The Management Board of SFD SA “Company”, “Issuer” hereby informs that on 25.11.2021, six agreements for the sale of an organized part of an enterprise were concluded between the Issuer “Buyer” and Mariola Rozbicka conducting business under the business name PAFOSCAN-SPORT Mariola Rozbicka with its registered office in Wrocław “Seller”. These agreements resulted from the Preliminary Sale Agreement concluded by the Parties on 13 August 2021, the conclusion of which the Issuer reported in ESPI report 16/2021. The subject of the agreement are stores operated by the Seller in the following locations: Serenada Shopping Center in Kraków “Store 3”, Sky Tower Shopping Mall in Wrocław “Store 4”, Marino Shopping Center in Wrocław “Store 5”, Agora Shopping Center in Bytom “Store 6”, Plejada Shopping Center in Sosnowiec “Store 7”, DH Supersam Shopping Center in Katowice “Store 8”. The Buyer acquired “Store 3”, “Store 4”, “Store 5”, “Store 6”, “Store 7” and “Store 8” for a total gross amount of PLN 395,000, for which payment will be made in installments. Regarding the performance of the Agreement in respect of the remaining stores listed in ESPI report 16/2021, the Company will provide updates on further steps in the form of current reports.
Conclusion of two agreements for the sale of an organized part of the enterprise
The Management Board of SFD S.A. (the “Company”, the “Issuer”) hereby announces that on November 5, 2021, two agreements for the sale of an organized part of an enterprise were concluded between the Issuer (the “Buyer”) and Mariola Rozbicka, conducting business activity under the business name PAFOSCAN-SPORT Mariola Rozbicka with its registered office in Wrocław (the “Seller”), in respect of which the Parties had concluded a Preliminary Conditional Agreement for the sale of an organized part of an enterprise (the “Agreement”) on August 13, 2021. The transaction includes, among others, a store operated by the Seller in Kraków, located in the “Nowe Czyżyny” Shopping Center in Kraków (“Store 1”), and a store operated by the Seller in Kraków, located in the Auchan Bronowice Shopping Gallery in Kraków (“Store 2”), the conclusion of which the Issuer reported in ESPI current report no. 16/2021.
The Issuer acquired Store 1 for the gross amount of PLN 50,000, with payment to be made in installments.
The Issuer acquired Store 2 for the gross amount of PLN 100,000, with payment also to be made in installments.
Regarding the execution of the Agreement with respect to the remaining stores listed in ESPI current report no. 16/2021, the Company will provide updates on further steps in the form of current reports.
Correction of notification pursuant to Article 19(3) of the MAR Regulation
The Management Board of SFD S.A. “the Issuer” hereby informs that on September 14, 2021, it received a correction to the notification pursuant to Article 19(1) of the MAR from Ms. Wanda Pazdan – Chairperson of the Supervisory Board, published in ESPI report 20/2021. The original notification did not contain a description of the type of transaction, i.e., the acquisition of shares. The content of the notification is attached as an appendix to this report.
Notification pursuant to Article 19(3) of the MAR Regulation
The Management Board of SFD S.A. “Issuer” hereby informs that on September 14, 2021, it received a notification pursuant to Article 19(1) of the MAR from Ms. Wanda Pazdan – Chairperson of the Supervisory Board. The content of the notification is attached to this report.
Notification pursuant to Article 19(3) of the MAR Regulation
The Management Board of SFD S.A. (the "Issuer") hereby informs that on September 13, 2021, it received a notification pursuant to Article 19(1) of the MAR from Ms. Wanda Pazdan – Chairperson of the Supervisory Board. The content of the notification is attached to this report.
Notification pursuant to Article 19(3) of the MAR Regulation
The Management Board of SFD S.A. “Issuer” hereby informs that on September 9, 2021, it received a notification pursuant to Article 19(1) of the MAR from Ms. Wanda Pazdan – Chairperson of the Supervisory Board. The content of the notification is attached to this report.
Introduction and listing of series G shares of SFD S.A. in the Alternative Trading System on the NewConnect market
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby informs that on 31 August 2021, the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) adopted Resolution No. 852/2021 regarding the introduction of 1,854,000 (one million eight hundred and fifty-four thousand) series G ordinary bearer shares of the Company to trading in the alternative trading system on the NewConnect market. Concurrently, on 2 September 2021, in response to the Company's application, the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) adopted a decision on the conditional registration of the aforementioned series G shares in the securities depository. The registration of the series G shares is conditional upon the designation of the first day of trading in the alternative trading system, in which other shares of the Issuer designated with the ISIN code PLSFD0000013 are traded.
The Company informs that on 2 September 2021, it submitted an application for the designation of the first day of trading of the Series G shares in the alternative trading system on the NewConnect market. In its application, the Issuer proposed 10 September 2021 as the first day of trading of the series G shares in the alternative trading system on the NewConnect market.
Commencement of operational activities in Slovakia
The Management Board of SFD S.A. (the "Issuer") hereby announces that today, i.e. on August 31, 2021, it has decided to launch the sale of the Issuer's product offering in Slovakia, starting from October 11, 2021, via its own sales platform. This is another foreign market, after the Czech Republic, where the Issuer will conduct sales and marketing activities using the formula developed and proven in the Polish market. The sale of products to customers in Slovakia will be carried out directly from the Issuer's warehouse in Opole. In the assessment of the Management Board, this event will have a positive impact on the financial results achieved by the Issuer.
Execution of a preliminary conditional agreement for the sale of an organized part of the enterprise of SFD S.A.
The Management Board of SFD S.A. (the "Company", "Issuer") hereby informs that on 13.08.2021 a conditional preliminary agreement for the sale of an organized part of an enterprise (the "Agreement") was concluded between the Issuer (the "Buyer") and Mariola Rozbicka, conducting business under the name PAFOSCAN-SPORT Mariola Rozbicka, with its registered office in Wrocław (the "Seller"). The subject of the Agreement is the acquisition by the Buyer of 11 proprietary stores located in the following shopping malls: 1_ Wrocław CH Magnolia, 2_ Wrocław CH Wroclavia, 3_ Kraków Galeria Bronowice, 4_ Wrocław CH Bielany, 5_ Katowice CH Supersam, 6_ Sosnowiec CH Plejada, 7_ Wrocław CH Marino, 8_ Wrocław Sky Tower, 9_ Bytom CH Agora, 10_ Kraków CH Czyżyny, and 11_ Kraków CH Serenada, in which the Seller carries out retail and wholesale of dietary supplements and healthy food. The business activity conducted in the form of the Stores constitutes an organized part of the enterprise (the "Subject of the Agreement").
The Parties undertook to conclude 11 Store Sale Agreements by December 31, 2021.
The value of the Store Sale Agreements will amount to PLN 845,000.00 gross for the 11 stores.
The above amount does not include the value of the inventory, which will be valued as of the date of conclusion of the Store Sale Agreements.
Notification of change in shareholding by Mr. Mateusz Pazdan
The Management Board of SFD S.A. “Company”, “Issuer” hereby informs that on 4 August 2021 it received a notification from Mr. Mateusz Pazdan pursuant to Article 69 section 2 point 2 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies “Act” regarding a change in shareholding in connection with the Decision of the District Court in Opole, VIII COMMERCIAL DIVISION OF THE NATIONAL COURT REGISTER of 29 July 2021 on the registration of the amendment to the Company's Articles of Association, adopted by resolution No. 4 of the Extraordinary General Meeting of the Issuer on 25 May 2021 on increasing the share capital of the Company through the issue of new series G ordinary bearer shares by way of a public offering with the total exclusion of the pre-emptive rights of the existing shareholders of the Company to series G shares, and on amending the Company's Articles of Association in connection with the share capital increase. The content of the notification is attached to this report.
Execution of a letter of intent with Panattoni Development Europe sp. z o.o.
The Management Board of SFD S.A. (the "Issuer") hereby announces that today, i.e., August 2, 2021, it received a signed letter of intent concluded between the Issuer and Panattoni Development Europe sp. z o.o. with its registered office in Warsaw. The letter of intent was signed due to ongoing negotiations between the parties aimed at concluding an agreement, the subject of which will be the construction of a warehouse facility by Panattoni on the Issuer's property. The Issuer will make a final decision regarding the conclusion of the agreement by November 30, 2021.
List of shareholders holding at least 5% of the total number of votes at the Ordinary General Meeting of SFD S.A. on June 29, 2021
The Management Board of SFD S.A. (the “Company”) hereby submits the list of shareholders present at the Ordinary General Meeting of the Company on June 29, 2021, holding at least 5% of the number of votes at this General Meeting.
Total number of votes at the venue of the Ordinary General Meeting: 51,192,284
Total number of votes in the Company: 59,690,910
Shareholder Mateusz Pazdan:
Number of votes from shares held at the Ordinary General Meeting: 51,081,654
Share in the number of votes at the Ordinary General Meeting: 99.78%
Share in the total number of votes: 85.58%
Setting of the emission price of Series G shares
The Management Board of SFD S.A. hereby informs that, acting on the basis of the authorization granted pursuant to Resolution No. 4 of the Extraordinary General Meeting of Shareholders dated May 25, 2021, it adopted a resolution on June 18, 2021, regarding the determination of the final issue price of Series G shares. The issue price of Series G shares was determined by the Management Board in consultation with the investment firm Q Securities S.A. and following the bookbuilding process, at PLN 5.00 (in words: five Polish zlotys) per share.
Commencement of the public offering of the Company's series G ordinary bearer shares, with the exclusion of pre-emptive rights of existing shareholders, by way of a public offering.
With reference to EBI Current Report No. 10/2021 dated 25 May 2021, the Management Board of SFD S.A. with its registered office in Opole _the "Company", the "Issuer"_ hereby informs that on 8 June 2021, the Management Board of the Company adopted a decision to launch a public offering of Series G Shares, offered on the basis of an Information Memorandum, in the form of an open subscription within the meaning of Article 431 § 2 item 3 in conjunction with Article 440 § 3 of the Commercial Companies Code. The new issue shares will be offered under a public offering within the meaning of Article 2 lit. d of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC _OJ L 168, 30.6.2017, p. 12, as amended_ _the "Prospectus Regulation"_.
The subject of the public offering will be not less than 1,000,000 _one million_ and not more than 1,854,000 _one million eight hundred and fifty-four thousand_ ordinary series G bearer shares with a nominal value of PLN 0.10 _ten groszy_ each, issued by the Issuer on the basis of Resolution No. 4 of the Extraordinary General Meeting of the Company dated 25 May 2021 on increasing the share capital of the Company through the issue, in the form of a public offering, of new ordinary series G bearer shares with the complete pre-emptive rights of the Company's existing shareholders to series G shares being excluded, and amending the Articles of Association of the Company in connection with the share capital increase. The public offering is exempt from the obligation to publish a prospectus pursuant to Article 3(2) of the Prospectus Regulation in conjunction with Article 37b(1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies _the "Act on Public Offering"_. Pursuant to Article 37b(1) of the Act on Public Offering, the publication of a prospectus is not required, provided that an information memorandum is made available, for a public offering of securities where the expected gross proceeds to the issuer or the offeror in the European Union, calculated on the basis of their issue price or selling price as of the date of determination, are not less than EUR 1,000,000 and less than EUR 2,500,000, and together with the proceeds that the issuer or the offeror intended to obtain from such public offerings of such securities, conduct within the preceding 12 months, will be not less than EUR 1,000,000 and will be less than EUR 2,500,000.
At the same time, the Management Board of the Issuer informs that the execution of the Series G Shares offering has been entrusted to the investment firm Q Securities S.A.
The Management Board of the Company also informs that the Offering will commence immediately after the publication of this current report and will be conducted as a public offering in accordance with the Issue Resolution by way of a bookbuilding process.
The Maximum Price of the Offered Shares has been set by the Management Board of the Issuer at PLN 6.00 _in words: six zlotys 00/100_ per one Offered Share. The issue price will not be higher than the Maximum Price and will be the same for all subscribing investors. The issue price of the Offered Shares will be determined by the Management Board, in consultation with the Investment Firm, after conducting the bookbuilding process and will be expressed in PLN. Information on the determined Issue Price will be provided in the form of a supplement to the Memorandum, which will be made available to the public in the same manner as the Memorandum, i.e. on the website of the Issuer and the Investment Firm.
It is anticipated that subscription for the Series G Shares and the payment for the Series G Shares will take place no later than 23 June 2021.
In the event of a successful Offering, the Company intends to apply for the admission and introduction of the Series G Shares to trading on the regulated market operated by the Warsaw Stock Exchange _Giełda Papierów Wartościowych w Warszawie S.A._
once the appropriate criteria and conditions enabling the admission of the Company's shares to trading on this market, resulting from the relevant provisions of law and WSE regulations, have been met. Until such time as application is made for admission to trading on the regulated market of the WSE, the Series G Shares will be subject to application for their introduction to trading in the alternative trading system on the NewConnect market.
At the same time, the Management Board points out that the Information Memorandum, together with any supplements, prepared in connection with the public offering of the Company's shares, is the only legally binding document containing information about the Company and the public offering of the Company's Series G Shares in Poland. The Offering is conducted solely under the terms and in accordance with the rules specified in the Memorandum. The Offering is conducted exclusively within the territory of the Republic of Poland, and the Memorandum is the sole legally binding document containing information on the new issue shares and their offering.
This current report is for information purposes only. This current report does not in any way, directly or indirectly, serve to promote subscription for the new issue shares of the Company and is not a promotional material prepared or published by the Company for the purpose of promoting the new issue shares or their subscription or encouraging, directly or indirectly, their acquisition.
This material, as well as any part thereof, is not intended for distribution, directly or indirectly, in or into the United States of America or other countries where the public distribution of information contained in this material may be restricted or prohibited by law. The securities referred to in this material have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, except pursuant to transactions that are not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.
This material is also not for distribution, publication or delivery, directly or indirectly, in or into Australia, Canada, Japan or any other jurisdiction where this would be restricted or prohibited.
Notice of Convening the Annual General Meeting
The Management Board of SFD S.A. hereby submits, attached hereto, the Notice of convening the Ordinary General Meeting of SFD S.A. and the drafts of resolutions to be considered during the General Meeting.
Management Board's Recommendation on Dividend Payment
The Management Board of SFD S.A. with its registered office in Opole _"Company, Issuer"_ hereby informs that today it adopted resolution no. 1/06/2021 regarding the recommendation to the General Meeting of SFD S.A. and submission to the Supervisory Board of the Company for opinion on the proposed distribution of net profit for the financial year 2020 as follows:
To distribute the net profit for the financial year from 01.01.2020 to 31.12.2020 in the amount of PLN 11,539,180.12 _in words: eleven million five hundred thirty-nine thousand one hundred eighty zlotys twelve groszy_, in the following manner:
Allocate for the payment of dividend to the shareholders of SFD S.A. the total amount of PLN 4,219,091.00 _in words: four million two hundred nineteen thousand ninety-one zlotys_ i.e. PLN 0.10 _in words: ten groszy_ of dividend per share, including:
a_ the interim dividend paid to shareholders on December 31, 2020 towards the anticipated dividend for 2020 in the total amount of PLN 1,687,636.40 _in words: one million six hundred eighty-seven thousand six hundred thirty-six zlotys forty groszy_, i.e. PLN 0.04 _in words: four groszy_ of dividend per share,
b_ the remaining part of the dividend to be paid by the Company in the total amount of PLN 2,531,454.60 _in words: two million five hundred thirty-one thousand four hundred fifty-four zlotys sixty groszy_ i.e. PLN 0.06 _in words: six groszy_ of dividend per share.Allocate the amount of PLN 7,320,089.12 _in words: seven million three hundred twenty thousand eighty-nine zlotys twelve groszy_ to cover losses from previous years and to increase the supplementary capital.
The final decision regarding the distribution of the Company's profit and dividend payment will be made by the Annual General Meeting.
List of shareholders holding at least 5% of the number of votes at the Extraordinary General Meeting of the Company SFD S.A. on May 25, 2021
The Management Board of SFD S.A. (the "Company") hereby discloses the list of shareholders present at the Extraordinary General Meeting of the Company on 25 May 2021, holding at least 5% of the number of votes at this General Meeting.
Total number of votes at the said EGM: 51,126,654
Total number of votes in the Company: 59,690,910
Shareholder Mateusz Pazdan:
Number of votes from shares held at the EGM: 51,081,654
Share in the number of votes at the EGM: 99.91%
Share in the total number of votes: 85.58%
Execution of an agreement for a flexible revolving credit facility
The Management Board of SFD SA (the “Company”, the “Issuer”) hereby informs that on May 20, 2021, a Flexible Revolving Credit Facility Agreement (the “Agreement”) was signed between the Issuer and mBank SA, with its registered office in Warsaw (the “Bank”). Under the Agreement, the Bank has granted the Issuer a credit facility in the amount of PLN 5,000,000 (the “Credit”) to finance the Company's day-to-day operations. The Credit has been made available until November 30, 2022. The terms, conditions, and collateral of the Credit have been established on arm's length terms.
Signing of the Amendment to the Current Account Credit Facility Agreement
The Management Board of SFD SA (the "Company", the "Issuer") hereby informs that on 29 April 2021, Amendment No. 20 to the PLN Current Account Credit Facility Agreement dated 11 February 2011 (the "Amendment") was signed between the Issuer and ING Bank Śląski SA with its registered office in Katowice (the "Bank"). Pursuant to the Amendment, the Bank granted the Issuer an increase in the current account credit facility from PLN 5,000,000 to PLN 8,000,000 (the "Credit Facility") intended for the financing of the ongoing business activities of the Company.
The Credit Facility has been made available until 31.03.2022 with the option to extend the repayment period.
Collateral for the Credit Facility has been established on arm's length terms.
The Issuer publishes the above information due to the fact that, in its assessment, it has an impact on the Issuer's operations.
Announcement of the Convening of the Extraordinary General Meeting
The Management Board of SFD S.A. hereby encloses the Notice of convening the Extraordinary General Meeting of SFD S.A. and the drafts of the resolutions to be discussed during the General Meeting.
Commencement of operational activities in the Czech Republic
The Management Board of SFD S.A. (the "Issuer") hereby announces that on today's date, i.e., 19 April 2021, it adopted a resolution to launch the sale of the Issuer's products through its proprietary sales platform with effect from 4 May 2021. The offering will be dedicated to consumers in the Czech Republic. This is the first foreign market where the Issuer will conduct sales and marketing operations under the business model developed on the Polish market. Sales of products to customers in the Czech Republic will be dispatched directly from the Issuer's warehouse in Opole.
According to the Management Board, this event will have a positive impact on the financial results achieved by the Issuer.
Notification of change in shareholding by SFD S.A. and information on an incidental violation of the disclosure obligation regarding shareholding.
The Management Board of SFD S.A. ("the Company", "the Issuer") hereby informs that on 15 April 2021, it submitted to the Polish Financial Supervision Authority a notification pursuant to Article 69, paragraph 1, item 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies ("the Act") regarding a change in the shareholding structure in connection with the Decision of the District Court in Opole, 8th Commercial Division of the National Court Register, dated 15 December 2020, concerning the registration of amendments to the Company's Articles of Association, adopted on 24 August 2020 by Resolution No. 3 of the Ordinary General Meeting of the Company on the redemption of treasury shares acquired for the purpose of redemption.
The content of the notification is attached to this report.
Notification of change in shareholding by Mr. Mateusz Pazdan
The Management Board of SFD S.A. (hereinafter referred to as the "Company" or the "Issuer") hereby informs that on 15 April 2021 it received a notification from Mr. Mateusz Pazdan, pursuant to Article 69, Section 2, Item 2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (hereinafter referred to as the "Act"), regarding a change in his shareholding share in connection with the Decision of the District Court in Opole, 8th Commercial Division of the National Court Register, dated 15 December 2020, concerning the registration of amendments to the Company's Articles of Association. These amendments were adopted on 24 August 2020 by Resolution No. 3 of the Ordinary General Meeting of the Company regarding the redemption of treasury shares acquired for the purpose of redemption.
Decision of the Management Board to recommend to the shareholders an increase in the Company's share capital through the issuance of shares in 2021 and to recommend to the General Meeting of the Company to adopt a resolution on seeking admission of the Company's shares to trading on the regulated market of the Warsaw Stock Exchange (GPW)
The Management Board of SFD S.A. (the “Company”, the “Issuer”) hereby informs that on April 6, 2021, it adopted Resolution No. 01/04/2021 regarding the recommendation to the Company's shareholders on the adoption of a resolution by the General Meeting on increasing the Company's share capital through the issuance of new shares, within a public offering conducted by way of an open subscription with the exclusion of pre-emptive rights. The Management Board assumes that as a result of the public offering, the expected gross proceeds of the Company or the offeror in the European Union, calculated on the basis of their issue price or selling price on the date of its determination, will amount to not less than EUR 1,000,000 and less than EUR 2,500,000, and, together with the proceeds that the Company or the offeror intends to obtain from such public offerings of such securities made during the preceding 12 months, will be not less than EUR 1,000,000 and will be less than EUR 2,500,000.
The recommendation is justified by the implementation of new investments in connection with the Company's development. The Management Board intends to conduct the share offering in the second half of 2021.
At the same time, the Management Board of the Company adopted Resolution No. 02/04/2021 regarding the recommendation to the Company's shareholders on the adoption of a resolution by the General Meeting of the Company to seek admission and introduction of the Company's shares to trading on a regulated market. The Management Board intends to transfer the listing of the Company's shares from the alternative trading system on the NewConnect market to the GPW regulated market in the first half of 2022.
The implementation of the Management Board's intention specified in both resolutions will require convening a General Meeting and the adoption of resolutions by the General Meeting of the Company in this regard.
The Company will provide information on individual stages related to the share issuance and the process of applying for the admission of the Company's shares to the regulated market in separate current reports.
Registration of Series A shares in the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.)
The Management Board of SFD S.A. (the “Company”, the “Issuer”) hereby informs that on October 22, 2020, the Company received a Statement from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A. / KDPW) dated September 21, 2020, regarding the conclusion of an agreement with the Issuer for the registration in the depository of the securities specified in the appendix to this report.
Adoption of the Company's dividend policy for the years 2020-2022
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby announces that on October 19, 2020, it adopted a resolution on the dividend policy for the years 2020-2022. The Management Board intends to recommend to the General Meeting the payment of dividends at a level of not less than 20% of the net profit of SFD S.A. for the respective financial year.
List of shareholders holding at least 5% of the number of votes at the Ordinary General Meeting of SFD S.A. on August 24, 2020
The Management Board of SFD S.A. (the “Company”) hereby submits the list of shareholders present at the Ordinary General Meeting of the Company on August 24, 2020, holding at least 5% of the number of votes at this General Meeting.
Total number of votes at the respective OGM amounted to: 35,087,266
Total number of votes in the Company is: 62,990,910
Shareholder Mateusz Pazdan:
Number of votes from shares held at the OGM: 35,000,000
Share in the number of votes at the OGM: 99.75%
Share in the total number of votes: 55.56%
Notification of exceeding the threshold of 5% of the total number of votes by SFD S.A. in connection with the acquisition of treasury shares
The Management Board of SFD S.A. ("Company", "Issuer") hereby informs that on June 29, 2020, it submitted a notification to the Polish Financial Supervision Authority pursuant to Article 69, paragraph 1, item 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies ("Act") regarding the exceeding of the threshold of 5% of the total number of votes in the Company held directly by the Company, in connection with the acquisition of treasury shares.
The text of the notification is attached to this report.
Notification of change in the shareholding of Mr. Daniel Walendziak
The Management Board of SFD S.A. („Company”, „Issuer”) hereby informs that on 29 June 2020 it received
a notification pursuant to Article 69 section 1 point 2 of the Act on Public Offering, Conditions Governing the Introduction of
Financial Instruments to Organized Trading, and Public Companies
(„Act”) from Mr. Daniel Walendziak regarding a change in the total number of votes held by him
directly in the Company.
The content of the notification is attached to this report.
Completion of the Company's Share Buyback Program
The Management Board of SFD S.A. (the “Company”, the “Issuer”) announces that, in connection with the termination of the Company’s Share Buyback Program on June 28, 2020, it hereby provides a summary of the Share Buyback carried out between June 23, 2020, and June 28, 2020:
The total number of acquired shares is 3,300,000 (three million three hundred thousand), corresponding to 3,300,000 votes at the General Meeting of the Company;
The acquisition of shares was executed through a civil law share sale agreement concluded between a shareholder of the Company and the Company;
The total number of acquired shares represents a 7.25% share in the Company’s share capital and 5.24% of the total number of votes at the General Meeting of the Company;
The nominal value per share is PLN 0.10 (ten groszy), and the total nominal value of the treasury shares acquired is PLN 330,000.00 (three hundred thirty thousand Polish zlotys);
The acquisition price per treasury share was PLN 0.45. The shares in the quantity specified in point 1 were acquired for a total amount of PLN 1,485,000 (one million four hundred eighty-five thousand Polish zlotys).
Pursuant to Resolution No. 3 of the Extraordinary General Meeting of the Company dated June 22, 2020, on authorizing the Management Board to acquire treasury shares of the Company, the treasury shares acquired by the Company will be redeemed.
Information on transactions executed under the Share Buyback Program of the Company
The Management Board of SFD S.A. ("Company", "Issuer") hereby informs that on June 26, 2020, as part of the Share Buyback Program, which the Issuer announced in current report ESPI No. 6/2020 on June 23, 2020, the Company did not acquire any of its own shares.
Detailed information regarding the buyback of own shares as part of the execution of the Buyback Program will be disclosed to the public after its completion.
Fifth call to submit share certificates
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby attaches the Fifth notice to the Shareholder – Mr. Mateusz Pazdan – to submit the series A registered share certificate to the Company.
Information on transactions executed under the Share Buyback Program of the Company
The Management Board of SFD S.A. (“the Company”, “the Issuer”) hereby informs that on 23 June 2020, as part of the Share Buyback Programme, about which the Issuer informed in the ESPI current report no. 6/2020 on 23 June 2020, the Company acquired 3,300,000 (three million three hundred thousand) treasury shares for a total price of PLN 1,485,000 (in words: one million four hundred and eighty-five thousand Polish zlotys) on the basis of a civil law agreement.
Detailed information on the treasury shares buyback under the Buyback Programme will be made public upon its completion.
List of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting of SFD S.A. on June 22, 2020
The Management Board of SFD S.A. (the "Company") hereby discloses the list of shareholders present at the Extraordinary General Meeting of the Company on June 22, 2020, holding at least 5% of the voting rights at this General Meeting.
The total number of votes at the said EGM was: 51,081,654
The total number of votes in the Company is: 62,990,910
Shareholder Mateusz Pazdan:
Number of votes from held shares at the EGM: 51,081,654
Share in the number of votes at the EGM: 100%
Share in the total number of votes: 81.09%
Adoption of the Regulations for the Buyback of the Company's Own Shares by the Management Board
The Management Board of SFD S.A. (hereinafter the "Company", the "Issuer") hereby informs that, acting pursuant to Article 362 § 1 item 5) and item 8) of the Commercial Companies Code and Resolution No. 3 of the Extraordinary General Meeting of the Company dated 22 June 2020 on authorizing the Management Board of the Company to acquire treasury shares of the Company and on the use of supplementary capital and creation of reserve capital for the acquisition of treasury shares of the Company, the Management Board of the Company adopted today Resolution No. 01/06/2020 on the adoption of the Regulations for the Buyback of Treasury Shares of SFD S.A.
Under the Buyback Program, the Management Board of the Company shall acquire no more than 4,000,000 (four million) shares of the Company. The acquisition price shall be PLN 0.45 (forty-five groszy) per Share. The acquisition of the Company's treasury shares shall take place through the conclusion of civil law share sale agreements. The Buyback Program shall be implemented from 23 June to 28 June 2020.
The text of the Regulations for the Buyback of Treasury Shares of SFD S.A. is attached to this report.
FOURTH CALL TO SUBMIT SHARE CERTIFICATES
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby attaches the Fourth demand to the Shareholder – Mr. Mateusz Pazdan to submit the Registered Series A share certificate to the Company.
Announcement of the Convening of the Extraordinary General Meeting
The Management Board of SFD S.A. hereby encloses the Notice of convening the Extraordinary General Meeting of SFD S.A. and the drafts of the resolutions to be discussed during the General Meeting.
THIRD CALL TO SUBMIT SHARE CERTIFICATES
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby attaches the Third Demand of the Shareholder – Mr. Mateusz Pazdan – to submit series A registered share certificates to the Company.
Second call to submit share certificates
The Management Board of SFD S.A. (the "Company", the "Issuer") hereby attaches the Second Demand of the Shareholder – Mr. Mateusz Pazdan – to submit registered series A share certificates to the Company.
First Call for Submission of Share Certificates
The Management Board of SFD S.A. (the “Company”, the “Issuer”) hereby attaches the first call to the Shareholder – Mr. Mateusz Pazdan to submit his Series A registered share documents to the Company.