Skip to content
nowoczesna elewacja budynku przestrzeń z licznymi przeszkleniami, widoczne kondygnacje

Investor Relations

EBI Current Reports

Here you will find all the most important information about the Company.

All materials listed below are in the Polish language.

EBI Current Report No. 25/2025 – Registration by the court of an amendment to the issuer’s articles of association or refusal to register such an amendment, stating the reasons for the refusal

EBI Current Report No. 25/2025
Date of preparation: 18 December 2025

Subject: Registration by the court of an amendment to the issuer’s articles of association or refusal to register such an amendment, stating the reasons for the refusal

Legal basis: § 3(1)(2) of Appendix 3 to the ASO Regulations

The Management Board of Scanway S.A. (the “Company”, the “Issuer”) hereby announces that today it was notified that the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, decided to register on 17 December 2025 an increase in the Company’s share capital from PLN 157,281.00 to PLN 167,281.00 for the issue of 100,000 series H shares with a nominal value of PLN 0.10 per share.
Currently, the Company’s share capital amounts to PLN 167,281.00 and is divided into 1,672,810 shares, including:
1) 1,010,000 (in words: one million ten thousand) series A ordinary registered shares with a nominal value of PLN 0.10 each, numbered from 0,000,001 to 1,010,000;
2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 00,001 to 80,000;
3) 200,000 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 000,001 to 200,000;
4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 000,001 to 100,000;
5) 5.000 (słownie: pięć tysięcy) akcji zwykłych na okaziciela serii E o wartości nominalnej 0,10 zł każda o numerach od 0.001 do 5.000;
6) 155.000 (słownie: sto pięćdziesiąt pięć tysięcy) akcji zwykłych na okaziciela serii F o wartości nominalnej 0,10 zł każda o numerach od 000.001 do 155.000;
7) 22,810 (in words: twenty-two thousand eight hundred and ten) series G ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 00,001 to 22,810;
8) 100,000 (in words: one hundred thousand) series H ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000.
In connection with the increase of the share capital in the above-described scope, § 6 section 1 of the Company’s Articles of Association was also amended.
The existing wording of § 6 section 1 of the Company’s Articles of Association:
“§ 6
(1) The share capital of the Company amounts to PLN 167,281.00 (in words: one hundred sixty seven thousand two hundred eighty one zlotys 00/100) and is divided into:
1) 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;
2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;
3) 200,00 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;
4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;
5) 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000;
6) 155,000 (in words: one hundred and fifty-five thousand) series F ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 155,000;
7) 22,810 (in words: twenty-two thousand eight hundred and ten) series G ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 00,001 to 22,810;
8) 100,000 (in words: one hundred thousand) series H ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000.
Enclosed, the Issuer provides the consolidated text of the Company’s Articles of Association incorporating the amendments to the Articles of Association indicated above.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI current report no. 24/2025 -Decision by the issuer’s board of directors to increase the issuer’s share capital within the limits of authorized capital

EBI Current Report No. 24/2025
Drafting date: 2025-11-25

Subject: Decision of the issuer’s board of directors to increase the issuer’s share capital within the limits of authorized capital

Legal basis:
§ 3 sec. 1 item 4 of Appendix No. 3 to the Regulations of the Alternative Trading System

The Board of Directors of Scanway S.A. (the “Company”) announces that today, i.e. November 25, 2025, acting pursuant to the authorization contained in § 6a of the Company’s Articles of Association and pursuant to Article 446 § 1 and § 3 and Art.

447 of the Code of Commercial Partnerships and Companies (CCC) adopted a resolution on increasing the share capital, depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to organized trading and amendment of the Company’s Articles of Association (the Resolution).

In accordance with the wording of the Resolution, the Company’s Management Board decided that it would increase the Company’s share capital to PLN 167,281.00 (in words: one hundred and sixty-seven thousand two hundred and eighty-one zlotys 00/100), i.e. by PLN 10,000.00 (in words: ten thousand zlotys 00/100) through the issuance of 100.000 (in words: one hundred thousand) series H ordinary bearer shares with a nominal value of PLN 0.10 (in words: ten groszy) each with numbers from 000,001 to 100,000, with a total nominal value of PLN 10,000.00 (in words: ten thousand zlotys 00/100) (“New Issue Shares”).

The issue price of the New Issue Shares is PLN 153.00 (one hundred and fifty-three zlotys) for each New Issue Share.

New Issue Shares will be eligible only in exchange for cash contributions made prior to registration of the share capital increase.

The excess of the issue price at which the New Issue Shares are subscribed for over the par value of the New Issue Shares will be transferred in full to the Company’s capital reserve.

All New Issue Shares will be offered by private subscription, as referred to in Article 431 § 2 item 1 of the Commercial Companies Code, exclusively to Jędrzej Kowalewski Family Foundation, based in Świdnica.

New Issue Shares will participate in dividends on the following terms:

1) if the New Issue Shares are registered for the first time in the securities account by the dividend date established in the General Meeting’s resolution on profit distribution (including this date), they will participate in profit distribution starting from the profit for the previous fiscal year, i.e. from January 01 of the fiscal year immediately preceding the year in which the New Issue Shares were registered for the first time in the securities account,

2) if New Issue Shares are registered for the first time in a securities account after the dividend date established in the General Meeting’s resolution on profit distribution, they will participate in profit distribution starting from the profit for the fiscal year in which they were registered for the first time in a securities account, i.e. from January 01 of that fiscal year.

Acting pursuant to Article 447 of the Commercial Companies Code, in the interest of the Company and with the approval of the Board

Supervisory Board, existing shareholders are deprived of their subscription rights to New Issue Shares in full.

Depriving existing shareholders of their pre-emptive rights to New Issue Shares in full is necessary to carry out the issuance of New Issue Shares and implement the Transaction in accordance with the assumptions described in ESPI Current Report No. 32/2025. Thus, it is in the Company’s interest, allowing it to raise funds efficiently, while preserving the possibility of offering new investors to purchase shares already listed on the ATS.

The New Issue Shares shall be dematerialized within the meaning of the Act on Trading in Financial Instruments of July 29, 2005 (the “Trading Act”) and shall be subject to application for listing in the Alternative Trading System in the NewConnect market (the “ATS”) operated by the Warsaw Stock Exchange. (“WSE”) or for admission and introduction to trading on a regulated market operated by the WSE, upon fulfillment of the relevant criteria and conditions under the relevant laws and regulations of the WSE, which enable the Company’s New Issue Shares to be introduced to trading on that market.

If the New Issue Shares are introduced to trading in the ATS, the Shares will be transferred to the regulated market operated by the WSE together with the other shares of the Company previously introduced to trading in the ATS. In such case, in connection with the intention to apply for admission and introduction of the Shares to trading on the regulated market operated by the WSE, the Board of Directors agrees to apply for exclusion of the Shares from trading in the ATS, after meeting the criteria for applying for their admission to trading on the regulated market.

In connection with the increase of the Company’s share capital through the issue of New Issue Shares, the Board of Directors

The Company resolves to amend § 6 (1) of the Company’s Articles of Association, which shall have the following new wording:

“1. The share capital of the Company amounts to PLN 167,281.00 (in words: one hundred sixty seven thousand two hundred eighty one zlotys 00/100) and is divided into:

1. 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;

2. 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;

3. 200,000 (in words: two hundred thousand) ordinary bearer shares of series C with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;

4. 100,000 (in words: one hundred thousand) ordinary bearer shares of series D with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;

5. 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0.001 to 5,000;

6. 155,000 (in words: one hundred and fifty-five thousand) series F ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 155,000;

7. 22,810 (in words: twenty-two thousand eight hundred and ten) series G ordinary bearer shares with a nominal value of PLN 0.10 each, with numbers from 00,001 to 22,810;

8. 100,000 (in words: one hundred thousand) series H ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000.”

Legal basis: § 3(1)(4) of Appendix No. 3 to the Regulations of the Alternative Trading System

“Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 21/2025 – Submission to the FSA of an application for approval of the Registration Document

EBI Current Report No. 21/2025
Drafting date: 2025-09-15

Subject: Submission of an application to the FSA for approval of the Registration Document

The Board of Directors of Scanway Spółka Akcyjna based in Wrocław (the “Company” or the “Issuer”) announces that on September 15, 2025 the Issuer applied to the Financial Supervision Authority for approval of the Registration Document prepared in connection with the application for admission to trading on the regulated market operated by the Warsaw Stock Exchange S.A. of all series A, B, C, D, E and F shares of the Company.

The application for approval of the Registration Document was submitted in connection with:

a) Resolution No. 5 of the Extraordinary General Meeting of November 13, 2024 on applying for the admission and introduction of series A, B, C and D shares to trading on the regulated market operated by the Warsaw Stock Exchange, i.e., the Warsaw Stock Exchange:

– 1,010,000 ordinary registered shares of series A with a nominal value of PLN 0.10 each;

– 80,000 series B ordinary bearer shares with a nominal value of PLN 0.10 each;

– 200,000 Series C ordinary bearer shares with a nominal value of PLN 0.10 each;

– 100,000 series D ordinary bearer shares with a nominal value of PLN 0.10 each;

b) Resolution of the Board of Directors of Scanway S.A. dated November 15, 2024 on increasing the Company’s share capital depriving existing shareholders of all preemptive rights, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system or admission and introduction of shares of a new issue to trading on a regulated market, and changes to the Company’s Articles of Association, concerning 5,000 series E ordinary bearer shares with a nominal value of PLN 0.10 each;

c) Resolution No. 4 of the Extraordinary General Meeting of August 18, 2025 on increasing the Company’s share capital depriving existing shareholders of all preemptive rights, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to trading in the alternative trading system and amendment of the Articles of Association, concerning 155,000 series F ordinary bearer shares with a nominal value of PLN 0.10 each.

Legal basis: § 3 item 1 point 14) of Appendix No. 3 to the Regulations of the Alternative Trading System – Current and periodic information provided in the alternative trading system on the NewConnect market.

EBI Current Report No. 20/2025 – Court registration of amendments to the Issuer’s Articles of Association, including registration of the issue of series F shares.

EBI Current Report No. 20/2025
Drafting date: 2025-09-15

Subject: Court registration of amendments to the Issuer’s Articles of Association, including registration of the issuance of series F shares.

The Board of Directors of Scanway S.A. (the “Company”; the “Issuer”) has learned that the following amendments to the Company’s Articles of Association were registered on September 15, 2025 by the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register:

(i) Amendments to the Company’s Articles of Association adopted by Resolution No. 16 of the Company’s Annual General Meeting of June 30, 2025:

– § 5(1)

The existing wording of § 5 para. 1:

“1. The objects of the Company are: 1) Manufacture of electronic components (PKD 26.11.Z),

2) Manufacture of electronic printed circuit boards (PKD 26.12.Z),

3) Manufacture of computers and peripheral devices (PKD 26.20.Z),

4) Manufacture of consumer electronic equipment (PKD 26.40.Z),

5) Manufacture of instruments and appliances for measuring, testing and navigation (PKD 26.51.Z),

6) Manufacture of optical instruments and photographic equipment (PKD 26.70.Z),

7) Manufacture of electric lighting equipment (PKD 27.40.Z),

8) Manufacture of other electrical equipment (PKD 27.90.Z),

9) Manufacture of metalworking machinery (PKD 28.41.Z),

10) Manufacture of other special-purpose machinery not elsewhere classified (PKD 28.99.Z).

11) Activities related to software (PKD 62.01.Z),

12) Information technology consulting activities (PKD 62.02.Z),

13) IT management activities (PKD 62.03.Z),

14) Other service activities in the field of information and computer technology (PKD 62.09.Z),

15) Data processing; management of websites (hosting) and similar activities (PKD 63.11.Z),

16) Engineering activities and related technical consulting (PKD 71.12.Z),

17) Other technical research and analysis (PKD 71.20.B),

18) Scientific research and development work in other natural and technical sciences (PKD 72.19.Z),

19) Research and development work in the social sciences and humanities (PKD 72.20.Z),

20) Specialized design activities (PKD 74.10.Z),

21) Photographic activities (PKD 74.20.Z),

22) Teaching foreign languages (PKD 85.59.Z).”

The current wording of § 5 para. 1:

“1. The objects of the Company are:

1)Manufacture of electronic components (PKD 26.11.Z),

2)Manufacture of electronic printed circuits (PKD 26.12.Z),

3)Manufacture of computers and peripheral devices (PKD 26.20.Z),

4)Manufacture of consumer electronic equipment (PKD 26.40.Z),

5)Manufacture of instruments and appliances for measuring, controlling and navigation (PKD 26.51.Z),

6)Manufacture of optical instruments, unrecorded magnetic and optical storage media and photographic equipment (PKD 26.70.Z),

7)Manufacture of lighting equipment (PKD 27.40.Z),

8)Manufacture of other electrical equipment (PKD 27.90.Z),

9)Manufacture of metal forming machines and machine tools for metal (PKD 28.41.Z),

10)Manufacture of other special-purpose machinery not elsewhere classified (PKD 28.99.Z).

11)Other programming activities (PKD 62.10.B),

12Other activities related to IT consultancy and management of IT equipment (PKD 62.20.B),

13)Other service activities in the field of information and computer technology (PKD 62.90.Z),

14)Other service activities in computing infrastructure, data processing, website management (hosting) and related activities (PKD 63.10.D),

15)Engineering activities and related technical consulting (PKD 71.12.B),

16)Other technical research and analysis (PKD 71.20.C),

17)Scientific research and development work in the field of natural sciences and engineering (PKD 72.10.Z),

18)Research and development work in social sciences and humanities (PKD 72.20.Z),

19)Other activities in the field of specialized design (PKD 74.14.Z),

20)Photographic activities (PKD 74.20.Z),

21)Teaching foreign languages (PKD 85.59.A).”;

– § 15 para. 3:

The existing wording of § 15 para. 3:

“3. The General Meeting is authorized to determine the date by which the list of shareholders entitled to dividends for a given fiscal year will be determined. If such a date is not specified in the General Meeting’s resolution on the distribution of profit, the dividend shall be due to the shareholders who were entitled to the Company’s shares on the date of the resolution on the distribution of profit.”

Now § 15 (3) has been repealed;

– § 15(4)

The existing wording of § 15 para. 4:

“(4) In the event that the Company’s shares are registered in a securities depository, the Ordinary General Meeting shall determine the date according to which the list of shareholders entitled to dividends for the fiscal year will be determined. If such date is not specified in the Ordinary General Meeting’s resolution on the distribution of profit, the dividend shall be due to the shareholders who were entitled to the Company’s shares on the date falling five days after the date of adoption of the resolution on the distribution of profit.”

The current wording of § 15 para. 4:

“4. The Ordinary General Meeting shall determine the date according to which the list of shareholders entitled to dividends for a given fiscal year shall be determined. If such date is not specified in the Ordinary General Meeting’s resolution on the distribution of profit, the dividend shall be due to the shareholders who were entitled to the Company’s shares on the date falling five days after the date of adoption of the resolution on the distribution of profit.”

– § 22(2)(6))

Existing wording of § 22.2(6):

“6) selection of the Company’s auditor,” the statement said.

The current wording of § 22.2(6):

“6) selection of an auditor (audit firm) to conduct audits of the Company’s financial statements and attestation of sustainability reporting.”

– § 24

Existing wording of § 24:

“§ 24 1. Resolutions of the Supervisory Board shall be minuted. The minutes shall include the agenda, the names and surnames of the members of the Supervisory Board participating in the voting and the number of votes cast for each resolution. The minutes shall also indicate a dissenting opinion submitted by a member of the Supervisory Board, together with its possible justification. The minutes shall be signed at least by the member of the Supervisory Board conducting the meeting or managing the vote, unless the Articles of Incorporation or the bylaws of the Supervisory Board provide otherwise. (2) The minutes shall also mark a dissenting opinion submitted by a member of the Supervisory Board, together with its motivation, if any.”

The current wording of § 24:

“§ 24 Resolutions of the Supervisory Board are minuted. The minutes shall include the agenda, the names and surnames of the members of the Supervisory Board participating in the voting and the number of votes cast for each resolution. The minutes shall also indicate a dissenting opinion submitted by a member of the Supervisory Board, along with a possible justification thereof. The minutes shall be signed at least by the member of the Supervisory Board conducting the meeting or managing the voting.”;

– § 26

Existing wording:

“§ 26 1. The General Meeting shall be held as an ordinary or extraordinary meeting. (2) The General Meeting shall be convened in the manner specified in Article 402 of the Commercial Companies Code. (3) If the Company is a public company, the General Meeting shall be convened in the manner specified in Article 4021 § 1 of the Commercial Companies Code. The announcement shall be made at least 26 (twenty-six) days before the date of the General Meeting. (4) Resolutions may be adopted, even though the General Meeting has not been formally convened, if the entire share capital is represented and none of those present has objected to the holding of the General Meeting or to the inclusion of particular matters on the agenda.”

The current wording of § 26:

(1) The General Assembly shall meet as an ordinary or extraordinary meeting.

(2) The General Meeting shall be convened in the manner specified in Article 4021 § 1 of the Commercial Companies Code. The announcement shall be made at least 26 (twenty-six) days before the date of the General Meeting.

(3) Resolutions may be adopted, despite the absence of a formal convening of the General Meeting, if the entire share capital is represented, and none of those present has objected to the holding of the General Meeting or the inclusion of individual issues on the agenda.”

(ii) amendments to the Articles of Association adopted on the basis of Resolution No. 4 of the Company’s Extraordinary General Meeting of August 18, 2025 on increasing the Company’s share capital depriving existing shareholders of preemptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in the alternative trading system and amendments to the Company’s Articles of Association, taking into account the refinement of the share capital on the basis of the statement of the Company’s Management Board specifying the amount of the share capital taking into account the issue of series F shares.

With the above in mind, §6(1) of the Company’s Articles of Association was also amended.

The existing wording of §6 para. 1:

“§ 6

(1) The share capital of the Company is PLN 139,500.00 (one hundred and thirty-nine thousand five hundred zlotys 00/100) and is divided into:

1) 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;

2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;

3) 200,000 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;

4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;

5) 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000.”

The current wording of §6 para. 1:

§ 6

(1) The share capital of the Company is PLN 155,000.00 (one hundred and fifty-five thousand zlotys 00/100) and is divided into:

1) 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;

2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;

3) 200,000 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;

4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;

5) 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000;

6) 155,000 (in words: one hundred and fifty-five thousand) series F ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 155,000.

Enclosed, the Issuer provides the consolidated text of the Company’s Articles of Association incorporating the amendments to the Articles of Association indicated above.

Legal basis: § 3(1)(2) and § 4(2)(2) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

EBI Current Report No. 19/2025 – Summary of Scanway S.A.’s subscription of F shares.

EBI Current Report No. 19/2025
Drafting date: 2025-09-12

Subject: Summary of Scanway S.A.’s subscription of F shares.

The Board of Directors of Scanway S.A. (the “Company”) provides the following information summarizing the subscription of series F shares issued pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of August 18, 2025 on increasing the Company’s share capital depriving existing shareholders of their subscription rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to trading in an alternative trading system and amendment of the Company’s Articles of Association.
1) the start and end date of the subscription or sale;
August 29, 2025.
2) date of allocation of financial instruments;
August 29, 2025.
3) the number of financial instruments subscribed or sold;
155.000
4) the rate of reduction in individual tranches in the event that, at least in one tranche, the number of allocated financial instruments was less than the number of financial instruments subscribed for;
n/a
5) the number of financial instruments that were allocated in the subscription or sale conducted;
155.000
6) the price at which the financial instruments were acquired (taken up);
PLN 75,00
6a) information on how the subscribed (purchased) securities were paid for, with details including:
(a) where the acquisition (takeover) occurred by means of a set-off of receivables:
– The date on which the claim arose,
– the subject of the receivables,
– the value of the receivables with the attachment of its valuation,
– a description of the transaction as a result of which the receivables arose,
– entities that have taken up (acquired) the issuer’s securities, with an indication of their number,
Series F shares have been paid for in cash.
(b) where the subscription (acquisition) was made in exchange for non-cash contributions:
– the subject of in-kind contributions,
– value of non-cash contributions with enclosing their valuation,
– entities that subscribed (purchased) the issuer’s securities, indicating their number;
n/a
7) number of persons who subscribed for financial instruments subscribed or sold in individual tranches;
One entity.
8) the number of persons to whom financial instruments were allotted as part of the subscription or sale conducted in each tranche;
One entity.
8a) information whether persons to whom financial instruments were allocated as part of the subscription or sale in individual tranches are related parties to the issuer within the meaning of § 4(6) of the Alternative Trading System Rules;
Series F shares were offered in a private placement, exclusively to Jędrzej Kowalewski Family Foundation with its seat in Świdnica.
9) the name(s) of the underwriters who took up the financial instruments in the performance of the underwriting agreements, specifying the number of financial instruments they took up, together with the actual price of a unit of the financial instrument (the issue or sale price, net of the consideration for taking up a unit of the financial instrument, in the performance of the underwriting agreement, acquired by the underwriter);
n/a
10) total determination of the amount of costs that were included in the cost of issuance, indicating the amount of costs by their titles, broken down at least by cost:
(a) preparation and conduct of the offering,
0
(b) underwriters’ fees, separately for each underwriter,
n/a
c) preparation of the public information document or information document, including the costs of consulting,
0
d) promotion of the offering
0
– along with the methods of accounting for these costs in the books of account and how they are recognized in the issuer’s financial statements.
Expenses related to the issuance of shares are recognized as accrued expenses until registration, and when the increase is registered, they reduce the capital reserve to the amount of agio.

Legal basis: § 4 (1) and § 6 (2) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the Alternative Trading System on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI current report no. 18/2025 – Resolution of the Board of Directors of Scanway S.A. on increasing the Issuer’s share capital within the limits of authorized capital and specifying the amount of share capital

EBI Current Report No. 18/2025
Drafting date: 2025-08-29

Subject: Resolution of the Board of Directors of Scanway S.A. to increase the Issuer’s share capital within the limits of authorized capital and to specify the amount of share capital

The Board of Directors of Scanway S.A. (the “Company”) announces that today, i.e. August 29, 2025, acting pursuant to the authorization contained in § 6a of the Company’s Articles of Association and pursuant to Art. 446 § 1 and § 3 and Art. 447 of the Code of Commercial Partnerships and Companies (the “CCC”), adopted a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system or admission and introduction of shares of a new issue to trading on a regulated market, and amendments to the Company’s Articles of Association (the “Resolution”).

According to the Resolution, the Company’s Board of Directors stated that:

1) Pursuant to § 6a of the Company’s Articles of Association, the Company’s Management Board is authorized to make one or more increases in the Company’s share capital, by an amount not exceeding PLN 20,500.00 (say: twenty thousand five hundred zlotys 00/100), through the issuance of not more than 205,000 (say: two hundred and five thousand) ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) per share (the “Target Capital”);

2) with respect to increasing the share capital within the Target Capital by a total amount not exceeding PLN 10,500 (in words: ten thousand five hundred zlotys 00/100), through the issuance of not more than 105,000 (in words: one hundred and five thousand) ordinary bearer shares (the “Incentive Program”):

a) the persons eligible to receive shares under the Incentive Program shall be members of the Management Board and personnel of the Company or its subsidiaries, including employees and associates of the Company and its subsidiaries (“Eligible Persons”), in accordance with the terms and conditions of the Incentive Program set forth by the General Meeting and in the Incentive Program Regulations adopted by the Company’s Management Board and approved by the Supervisory Board,

b) the issue price of shares issued under the Incentive Program will be PLN 0.10 (ten cents) per share;

c) The Board of Directors may, with the approval of the Supervisory Board, fully deprive existing shareholders of their preemptive rights with respect to any increase in share capital within the Authorized Capital.

d) The Company’s Supervisory Board agreed to deprive shareholders of their subscription rights to E shares in full, as proof of which the members of the Company’s Management Board presented the minutes of the Supervisory Board’s vote of November 15, 2024.

Pursuant to the Resolution, the Company’s Management Board shall increase the Company’s share capital to no more than PLN 157,281.00 (in words: one hundred and fifty-seven thousand two hundred and eighty-one zlotys 00/100), i.e. by no more than PLN 2,281.00 (in words: two thousand two hundred and eighty-one zlotys 00/100) by issuing no more than 22.810 (in words: twenty-two thousand eight hundred and ten) series G ordinary bearer shares with a nominal value of PLN 0.10 (in words: ten cents) each with numbers from 00.001 to no more than 22,810, with a total nominal value of no more than PLN 2,281.00 (in words: two thousand two hundred and eighty-one zlotys 00/100) (“New Issue Shares”).

New Issue Shares will participate in dividends on the following terms:

1) if the New Issue Shares are registered for the first time in the securities account by the dividend date established in the General Meeting’s resolution on profit distribution (including this date), they will participate in profit distribution starting from the profit for the previous fiscal year, i.e. from January 01 of the fiscal year immediately preceding the year in which the New Issue Shares were registered for the first time in the securities account,

2) if New Issue Shares are registered for the first time in a securities account after the dividend date established in the General Meeting’s resolution on profit distribution, they will participate in profit distribution starting from the profit for the fiscal year in which they were registered for the first time in a securities account, i.e. from January 01 of that fiscal year,

New Issue Shares will be eligible only in exchange for cash contributions made prior to registration of the share capital increase.

The issue price of New Issue Shares is PLN 0.10 per New Issue Share.

All New Issue Shares will be offered by way of private subscription, as referred to in Article 431 § 2 item 1 of the Commercial Companies Code, to Eligible Persons designated by the Company’s Board of Directors.

The New Issue Share Subscription Agreement will be concluded by October 31, 2025.

Acting pursuant to Article 447 of the Commercial Companies Code, in the interest of the Company and with the approval of the Supervisory Board, existing shareholders are deprived of their subscription rights to New Issue Shares in full.

Depriving existing shareholders of their subscription rights with respect to all New Issue Shares is in the Company’s interest, as it is intended to ensure that the Company’s obligations related to the Company’s incentive program can be fulfilled and shares can be offered to Eligible Persons as part of the program. Depriving shareholders of their subscription rights in full is necessary for the effective execution of the share issue in order to fulfill the Company’s aforementioned obligations.

1) The New Issue Shares will be dematerialized within the meaning of the Financial Instruments Trading Act of July 29, 2005 (the “Trading Act”); and

2) The New Issue Shares shall be the subject of application for introduction to trading in the Alternative Trading System in the NewConnect market (“ATS”) operated by the Warsaw Stock Exchange. (“WSE”) or for admission and introduction to trading on a regulated market operated by the WSE, upon fulfillment of the relevant criteria and conditions under the relevant laws and regulations of the WSE, which enable the Company’s New Issue Shares to be introduced to trading on that market.

In the event that the New Issue Shares are introduced to trading in the ATS, the Shares will be transferred to the regulated market operated by the WSE together with the other shares of the Company previously introduced to trading in the ATS. In such case, in connection with the intention to apply for admission and introduction of the Shares to trading on the regulated market operated by the WSE, the Board of Directors agrees to apply for exclusion of the Shares from trading in the ATS, after meeting the criteria for applying for their admission to trading on the regulated market.

In connection with the increase of the Company’s share capital through the issuance of New Issue Shares, the Company’s Board of Directors resolves to amend § 6 (1) of the Company’s Articles of Association, which shall have the following new wording:

“1.The share capital of the Company amounts to no more than PLN 157,281.00 (one hundred and fifty-seven thousand two hundred and eighty-one zlotys 00/100) and is divided into:

1) 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;

2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;

3) 200,00 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;

4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;

5) 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000;

6) 155,000 (in words: one hundred and fifty-five thousand) series F ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 155,000;

7) not more than 22,810 (in words: twenty-two thousand eight hundred and ten) series G ordinary bearer shares with a nominal value of PLN 0.10 each, numbered from 00,001 to not more than 22,810.”

In addition, the Company announces that today the Board of Directors of the Company has made, pursuant to Article 310 § 2 in connection with Article 431 § 7 of the Code of Commercial Companies, an increase in the amount of share capital, declaring that, pursuant to Resolution No. 4 of the Extraordinary General Meeting of Scanway S.A. dated August 18, 2025 on increasing the Company’s share capital, depriving existing shareholders of all preemptive rights, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system or their admission and introduction to trading on a regulated market, and changes to the Company’s Articles of Association, 155,000 series F ordinary bearer shares with a nominal value of PLN 0.10 each and a total nominal value of PLN 15,500.00 were taken up in the increased share capital of the Company.

Legal basis: § 3(1)(4) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

EBI Current Report No. 17/2025 – Appointment of a supervisory person at Scanway S.A. – additional information

EBI Current Report No. 17/2025
Drafting date: 2025-08-28

Subject: Appointment of a supervisory person at Scanway S.A. – additional information

With reference to current report EBI No. 16/2025 on the appointment of Mr. Marcin Warwas as a member of the Supervisory Board of Scanway S.A., the Board of Directors of Scanway Spółka Akcyjna, based in Wrocław (the “Company” or the “Issuer”), encloses additional information regarding the indication of all commercial law companies in which, during at least the last three years, the new supervisor was a member of management or supervisory bodies or a partner, indicating whether the person in question still serves on the bodies or is still a partner.

Legal basis: § 3(1)(7) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 16/2025 – Appointment of a supervisory person at Scanway S.A.

EBI Current Report No. 16/2025
Drafting date: 2025-08-18

Subject: Appointment of a supervisory person at Scanway S.A.

The Board of Directors of Scanway Spółka Akcyjna seated in Wrocław (the “Company” or the “Issuer”) announces that the Extraordinary General Meeting of Shareholders of the Company (the “EGM”) held on August 18, 2025 appointed Mr. Marcin Warwas as a member of the Supervisory Board.

Mr. Marcin Warwas was associated with the Comarch Capital Group from 1996 to 2024, serving as Vice President of the Management Board of Comarch S.A. and Director of the Services Sector, which in 17 years grew to more than PLN 0.5 billion in revenue and 100 million EBIT (operating profit), 90% of which in global markets outside Poland.

Enclosed, the Company provides information on the appointed supervisor.

Legal basis: § 3(1)(7) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

Current report EBI No. 15/2025 – Contents of resolutions adopted by the Extraordinary General Meeting of Scanway S.A.

EBI Current Report No. 15/2025
Drafting date: 2025-08-18

Subject: Contents of resolutions passed by the Extraordinary General Meeting of Scanway S.A.

The Board of Directors of Scanway S.A. (the “Company”) provides the contents of the resolutions adopted by the Extraordinary General Meeting of the Company on August 18, 2025 (the “EGM”) as an attachment.

At the same time, the Company informs that:

1) Shareholders did not object to the adopted resolutions.
2) During the EGM, there were also no resolutions included in the agenda but not adopted by the EGM.

Legal basis: § 4(2)(7-9) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 11/2025 – Extension, at the Shareholder’s request, of the agenda of the Extraordinary General Meeting of Scanway S.A. convened for August 18, 2025.

EBI Current Report No. 11/2025
Drafting date: 2025-07-29

Subject: Extension, at the request of a Shareholder, of the agenda of the Extraordinary General Meeting of Scanway S.A. convened for August 18, 2025.

The Board of Directors of Scanway Joint Stock Company, based in Wrocław, Poland (the “Company” or the “Issuer”) announces that in connection with a request received yesterday from an authorized Shareholder (Jędrzej Kowalewski Family Foundation), to expand the agenda of the Extraordinary General Meeting of Scanway S.A. convened for August 18, 2025 (the “EGM”) and include the following items:

  1. Adoption of a resolution on the adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Scanway S.A.;
  2. Adoption of a resolution on the appointment of a Member of the Supervisory Board.”,
    The Company submits below the amended proposed agenda for the EGM, taking into account the above-mentioned Shareholder’s request.

The amendments made to the agenda of the EGM consist in adding after item 6 the following items 7 and 8, in the wording proposed by the Shareholder, and the existing item 7 (closing of the Meeting) has been designated as item 9.

  1. Opening of the Assembly,
  2. Election of the Chairman of the Assembly,
  3. To ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
  4. Adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
  5. Adoption of the agenda,
  6. Adoption of a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to trading in an alternative trading system or their admission and introduction to trading on a regulated market, and amendments to the Company’s Articles of Association,
  7. Adoption of a resolution on adopting a Remuneration Policy for Members of the Management Board and Supervisory Board of Scanway S.A.;
  8. Adoption of a resolution on the appointment of a member of the Supervisory Board.
  9. closing of the Assembly.

Enclosed, the Company submits draft resolutions for the EGM, which also include draft resolutions submitted by a Shareholder for the above-mentioned new items on the EGM agenda.

Legal basis: § 4(2)(4) and (5) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Mikołaj Podgórski – Member of the Management Board
Michał Zięba – Member of the Management Board

Current report EBI No. 10/2025 – Contents of resolutions passed by the Annual General Meeting of Scanway S.A.

EBI Current Report No. 10/2025
Drafting date: 2025-06-30

Subject: Contents of resolutions passed by the Annual General Meeting of Scanway S.A.

The Board of Directors of Scanway S.A. (the “Company”) provides the attached text of the resolutions adopted by the Annual General Meeting of the Company on June 30, 2025 (the “AGM”).

At the same time, the Company informs that:

  1. The AGM waived consideration of a resolution on changes to the Supervisory Board.
  2. Shareholders did not object to the adopted resolutions.
  3. During the AGM, there were also no resolutions included in the agenda but not passed by the AGM.

Legal basis: § 4(2)(7-9) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 9/2025 – Convening an Extraordinary General Meeting of Scanway S.A. for August 18, 2025.

EBI Current Report No. 9/2025
Drafting date: 2025-06-24

Subject: Convening an Extraordinary General Meeting of Scanway S.A. for August 18, 2025.

The Board of Directors of Scanway Spółka Akcyjna, seated in Wrocław (the “Company” or the “Issuer”) announces that an Extraordinary General Meeting of Shareholders has been convened for August 18, 2025, to begin at 11:00 a.m. in the Notary’s Office of KBSR Kamiński and Partners Notaries Partnership at the address: 3/4 Ruska Street, 50-079 Wrocław.

The agenda for the Extraordinary General Meeting is as follows:

  1. opening of the Assembly,
  2. Election of the Chairman of the Assembly,
  3. To ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
  4. Adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
  5. Adoption of the agenda,
  6. Adoption of a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of new issue shares to trading in an alternative trading system or their admission and introduction to trading on a regulated market, and amendments to the Company’s Articles of Association,
  7. closing of the Assembly.

The full text of the notice convening the Company’s Extraordinary General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Extraordinary General Meeting of Shareholders are included in the appendices to the report.

In addition, in accordance with Article 402 § 3 of the Commercial Companies Code, the full text of the notice convening the Extraordinary General Meeting, along with attachments, including forms for exercising the right to vote by proxy, was posted on the website https://investors.scanway.pl/.

Detailed legal basis: articles 402 § 1 and 402 § 2 of the Commercial Companies Code.

Legal basis: § 4(2)(1) and (3) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 8/2025 – Convening the Annual General Meeting of Scanway S.A. for June 30, 2025.

EBI Current Report No. 8/2025
Drafting date: 2025-06-03

Subject: Convening of the Annual General Meeting of Scanway S.A. for June 30, 2025.

The Board of Directors of Scanway Spółka Akcyjna with its registered seat in Wrocław, “the Company” or “the Issuer” announces that the Ordinary General Meeting of Shareholders of the Issuer has been convened for June 30, 2025, which will commence at 10:00 a.m. at Ruska 3/4 Street, 50-079 Wrocław, KBSR Kamińscy i Partnerzy Notary.
The detailed agenda of the convened Ordinary General Meeting of Shareholders of the Company includes:

  1. opening of the Assembly,
  2. Election of the Chairman of the Assembly,
  3. To ascertain the correctness of the convening of the General Meeting and its ability to adopt resolutions,
  4. Adoption of a resolution on the election of the Ballot-Counting Committee or waiving its election,
  5. Adoption of the agenda,
  6. Presentation of the Board of Directors’ report on the Company’s activities, the Company’s financial statements for fiscal year 2024 and the Board of Directors’ proposal for covering the loss for fiscal year 2024,
  7. Presentation of the Supervisory Board’s report for 2024,
  8. adoption of resolutions on:
    a. consideration and approval of the Management Board’s report on the Company’s activities for the 2024 fiscal year;
    b. consideration and approval of the Company’s financial statements for the 2024 fiscal year;
    c. coverage of the net loss for the 2024 fiscal year;
    d. granting the Company’s Management Board Members a discharge of their duties for the 2024 fiscal year;
    e. granting discharge to the Members of the Company’s Supervisory Board for the performance of their duties in the 2024 fiscal year;
    f. amending the Company’s Articles of Association;
    g. preparing financial statements in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS);
    h. preparation of consolidated financial statements in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS);
    i. changes in the composition of the Supervisory Board;
    j. amendments to the Regulations of the General Meeting.
  9. closing of the Assembly.

The full text of the notice convening the Company’s Annual General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Annual General Meeting of Shareholders are included in the appendices to the report.

In addition, in accordance with Article 4023 § 1 of the Commercial Companies Code, the full text of the notice convening the Ordinary General Meeting of Shareholders, along with attachments, including forms for exercising the right to vote by proxy, was posted on the website https://investors.scanway.pl/.

Detailed legal basis: articles 402 § 1 and 402 § 2 of the Commercial Companies Code.

Legal basis: § 4(2)(1) and (3) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 6/2025 – Information on the publication date of the annual report for 2024.

EBI Current Report No. 6/2025
Drafting date: 2025-05-15

Subject: Information on the publication date of the annual report for 2024.

With reference to the current report EBI No. 2/2025 regarding the update of information on the publication dates of periodic reports in 2025, the Board of Directors of Scanway S.A. (“Company”, “Scanway”) informs that the audited annual report for 2024 will be made public on May 22, 2025.

In addition, the Company indicates that the publication dates for the remaining periodic reports in 2025 remain unchanged in connection with which the Company reminds that periodic reports in the 2025 fiscal year will be provided on the following dates:

  • Interim report for the second quarter of 2025. – August 13, 2025.
  • Interim report for the third quarter of 2025. – November 14, 2025.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

Current report EBI No. 4/2025 – Information on the reminder of the WSE

EBI Current Report No. 4/2025
Drafting date: 2025-03-27

Subject: Information on the reminder of the WSE

The Management Board of Scanway S.A. (the “Company”, the “Issuer”) announces that in accordance with Resolution No. 423/2025 of the Management Board of the Warsaw Stock Exchange. (the “Exchange”) dated March 26, 2025, the Board of Directors of the Exchange decided to admonish the Issuer.

In the justification for the aforementioned resolution, the Exchange pointed to the Company’s failure to comply with the requirements for the mode and conditions of publication of the quarterly report for the fourth quarter of 2024, applicable to the alternative trading system on the NewConnect market.

At the same time, the Company informs that the circumstances of the publication of the aforementioned interim report were explained by the Issuer in the current report EBI No. 2/2025, in the Letter of the President to the quarterly report for the fourth quarter of 2024, a separate commentary of the Management Board provided on March 21, 2025 to investors and media representatives, as well as during the Company’s result conference with investors on March 26, 2025. The Company confirms that it is making its utmost efforts to publish the audited annual report for 2024 as soon as possible and immediately after obtaining the auditor’s opinion, which is a necessary element of the annual report for 2024.

Legal basis: § 3 item 1 point 13) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 2/2025 – Update on publication dates of periodic reports in 2025

EBI Current Report No. 2/2025
Drafting date: 2025-03-21

Subject: Update on publication dates of periodic reports in 2025

EBI Current Report No. 1/2025 – Dates of publication of periodic reports in 2025

EBI Current Report No. 1/2025
Drafting date: 2025-01-28

Subject: Publication dates of periodic reports in 2025

The Board of Directors of Scanway S.A. (the “Company”) announces that periodic reports in fiscal year 2025 will be provided on the following dates:

– Annual report for 2024. – March 21, 2025.
– Interim report for the first quarter of 2025. – May 15, 2025.
– Interim report for the second quarter of 2025. – August 13, 2025.
– Interim report for the third quarter of 2025. – November 14, 2025.

Legal basis: § 6 section 14.1 of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 14/2024

EBI Current Report No. 14/2024
Drafting date: 2024-12-24

Subject: registration of the Issuer’s share capital increase

The Board of Directors of Scanway S.A. (the “Company”, “Issuer”) announces that the District Court for Wroclaw Fabryczna in Wroclaw, VI Economic Department of the National Court Register decided to register today, i.e. December 24, 2024, an increase in the Company’s share capital from PLN 129,000 to PLN 139,500 by issuing 100,000 series D shares and 5,000 series E shares with a nominal value of PLN 0.10 per share.
Currently, the Company’s share capital amounts to PLN 139,500.00 and is divided into 1,395,000 shares, including:
– 1,010,000 series A ordinary registered shares with a nominal value of PLN 0.10 each;
– 80,000 series B ordinary bearer shares with a nominal value of PLN 0.10 each;
– 200,000 series C ordinary bearer shares with a nominal value of PLN 0.10 each;
– 100,000 series D ordinary bearer shares with a nominal value of PLN 0.10 each;
– 5,000 series E ordinary bearer shares with a nominal value of PLN 0.10 each.

In connection with the increase of the share capital in the above-described scope, § 6 section 1 of the Company’s Articles of Association was also amended.
The existing wording of § 6 section 1 of the Company’s Articles of Association:

“§ 6
(1) The share capital of the Company amounts to PLN 129,000.00 (one hundred and twenty-nine thousand zlotys 00/100) and is divided into:
1) 1,010,000 (in words: one million ten thousand) series A ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;
2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;
3) 200,000 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000.”

Current wording of Paragraph 6, Paragraph 1 of the Company’s Articles of Association:
“1. The Company’s share capital amounts to PLN 139,500.00 (in words: one hundred and thirty-nine thousand five hundred zlotys 00/100) and is divided into:
1) 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;
2) 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;
3) 200,000 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;
4) 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;
5) 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000.”.

Legal basis: § 3(1)(2) and § 4(2)(2) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 13/2024

EBI Current Report No. 13/2024
Drafting date: 2024-11-28

Subject: Summary of Scanway S.A.’s subscription of D and E shares.

The Board of Directors of Scanway S.A. (the “Company”) provides the following information summarizing the subscription of series D and E shares issued, respectively, on the basis of Resolution No. 4 of the Company’s Extraordinary General Meeting of November 13, 2024 and the Resolution of the Company’s Board of Directors of November 15, 2024 on the increase of the Issuer’s share capital within the limits of authorized capital.
Summary of the subscription of series D shares:
1) date of commencement and completion of the subscription or sale;
November 13, 2024 and November 14, 2024, respectively.
2) date of allocation of financial instruments;
November 14, 2024.
3) the number of financial instruments subscribed or sold;
100.000
4) the rate of reduction in individual tranches in the event that, at least in one tranche, the number of allocated financial instruments was less than the number of financial instruments subscribed for;
n/a
5) the number of financial instruments that were allocated in the subscription or sale conducted;
100.000
6) the price at which the financial instruments were acquired (taken up);
PLN 35.00
6a) information on how the subscribed (purchased) securities were paid for, with details including:
(a) where the acquisition (takeover) occurred by means of a set-off of receivables:
– The date on which the claim arose,
– the subject of the receivables,
– the value of the receivables with the attachment of its valuation,
– a description of the transaction as a result of which the receivables arose,
– entities that took up (acquired) the issuer’s securities, with an indication of their number,
Series D shares were paid for in cash.
(b) where the subscription (acquisition) was made in exchange for non-cash contributions:
– the subject of in-kind contributions,
– The value of in-kind contributions with the attachment of their valuation,
– Entities that subscribed (purchased) the issuer’s securities, with an indication of their number;
n/a

7) the number of persons who subscribed for financial instruments included in the subscription or sale in particular tranches;
One entity.
8) the number of persons who were allotted financial instruments as part of the conducted subscription or sale in particular tranches;
One entity.
8a) information whether the persons to whom financial instruments were allocated in the conducted subscription or sale in individual tranches are related parties to the issuer within the meaning of § 4 section 6 of the Alternative Trading System Rules;
Series D shares were offered in a private subscription, exclusively to Jędrzej Kowalewski Family Foundation in organization with its registered seat in Świdnica.
9) the name(s) of the underwriters who took up the financial instruments in the performance of the underwriting agreements, specifying the number of financial instruments they took up, together with the actual price of a unit of the financial instrument (the issue or sale price, net of the consideration for taking up a unit of the financial instrument, in the performance of the underwriting agreement, acquired by the underwriter);
n/a
10) total determination of the amount of costs that were included in the cost of issuance, indicating the amount of costs by their titles, broken down at least by cost:
(a) preparation and conduct of the offering,
0
(b) underwriters’ fees, separately for each underwriter,
n/a
c) preparation of the public information document or information document, including the costs of consulting,
0
d) promotion of the offering
0
– along with the methods of accounting for these costs in the books of account and how they are recognized in the issuer’s financial statements.

Expenses related to the issuance of shares are recognized as accrued expenses until registration, and when the increase is registered, they reduce the capital reserve to the amount of agio.

Summary of subscription of E shares:
1) start and end date of subscription or sale;
November 15, 2024.
2) date of allocation of financial instruments;
November 15, 2024.
3) the number of financial instruments subscribed or sold;
5.000
4) the rate of reduction in individual tranches in the event that at least in one tranche the number of allocated financial instruments was less than the number of financial instruments subscribed for;
n/a
5) the number of financial instruments that were allocated in the subscription or sale conducted;
5.000
6) the price at which the financial instruments were acquired (taken up);
PLN 0.10
6a) information on how the subscribed (purchased) securities were paid for, with details including:
(a) where the acquisition (takeover) occurred by means of a set-off of receivables:
– The date on which the claim arose,
– the subject of the receivables,
– the value of the receivables with the attachment of its valuation,
– description of the transaction as a result of which the receivables arose,
– entities that have taken up (acquired) the issuer’s securities, with an indication of their number,
Series E shares were paid for in cash.
(b) where the subscription (acquisition) was made in exchange for non-cash contributions:
– the subject of in-kind contributions,
– value of non-cash contributions with attachment of their valuation,
– entities that subscribed (purchased) the issuer’s securities, indicating their number;
n/a
7) number of persons who subscribed for financial instruments subscribed or sold in individual tranches;
One person.
8) the number of persons to whom financial instruments were allotted as part of the subscription or sale conducted in each tranche;
One person.
8a) information whether persons to whom financial instruments were allocated as part of the conducted subscription or sale in individual tranches are related parties to the issuer within the meaning of § 4 section 6 of the Alternative Trading System Rules;
Series E shares were offered in a private subscription, exclusively to a member of the Board of Directors of Scanway S.A. Mr. Radosław Tomasz Charytoniuk.
9) the name(s) of the underwriters who took up the financial instruments in the performance of the underwriting agreements, specifying the number of financial instruments they took up, together with the actual price of a unit of the financial instrument (the issue or sale price, net of the consideration for taking up a unit of the financial instrument, in the performance of the underwriting agreement, acquired by the underwriter);
n/a
10) total determination of the amount of costs that were included in the cost of issuance, indicating the amount of costs by their titles, broken down at least by cost:
(a) preparation and conduct of the offering,
0
(b) underwriters’ fees, separately for each underwriter,
n/a
c) preparation of the public information document or information document, including the costs of consulting,
0
d) promotion of the offering
0
– along with the methods of accounting for these costs in the books of account and how they are recognized in the issuer’s financial statements.

Expenses related to the issuance of shares are recognized as accrued expenses until registration, and when the increase is registered, they reduce the capital reserve to the amount of agio.

Legal basis: § 4 (1) and § 6 (2) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the Alternative Trading System on the NewConnect market”.

EBI Current Report No. 12/2024

EBI Current Report No. 12/2024
Drafting date: 2024-11-15

Subject: Resolution of the Board of Directors of Scanway S.A. to increase the Issuer’s share capital within the limits of authorized capital and to specify the amount of share capital.

The Board of Directors of Scanway S.A. (the “Company”) announces that today, i.e. November 15, 2024, acting pursuant to the authorization contained in § 6a of the Company’s Articles of Association and pursuant to Art. 446 § 1 and § 3 and Art. 447 of the Code of Commercial Companies (the “CCC”), adopted a resolution on increasing the Company’s share capital depriving existing shareholders of their pre-emptive rights in full, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system or admission and introduction of shares of a new issue to trading on a regulated market, and amendments to the Articles of Association of the Company (the “Resolution”).

According to the Resolution, the Company’s Board of Directors declared that:

1) Pursuant to § 6a of the Company’s Articles of Association, the Company’s Management Board is authorized to make one or more increases in the Company’s share capital, by an amount not exceeding PLN 20,500.00 (say: twenty thousand five hundred zlotys 00/100), through the issuance of not more than 205,000 (say: two hundred and five thousand) ordinary bearer shares with a nominal value of PLN 0.10 (ten cents) per share (the “Target Capital”);
2) With respect to increasing the share capital within the Target Capital by a total amount not exceeding PLN 10,500 (in words: ten thousand five hundred zlotys 00/100), through the issuance of not more than 105,000 (in words: one hundred and five thousand) ordinary bearer shares (the “Incentive Program”):

a) the persons eligible to receive shares under the Incentive Program shall be members of the Management Board and personnel of the Company or its subsidiaries, including employees and associates of the Company and its subsidiaries (“Eligible Persons”), in accordance with the terms and conditions of the Incentive Program set forth by the General Meeting and in the Incentive Program Regulations adopted by the Company’s Management Board and approved by the Supervisory Board,

b) the issue price of shares issued under the Incentive Program will be PLN 0.10 (ten cents) per share;

c) The Board of Directors may, with the approval of the Supervisory Board, fully deprive existing shareholders of their preemptive rights with respect to any increase in share capital within the Authorized Capital.

d) The Company’s Supervisory Board agreed to deprive shareholders of their subscription rights to E shares in full, as proof of which the members of the Company’s Management Board presented the minutes of the Supervisory Board’s vote of November 15, 2024.

In accordance with the Resolution, the Company’s Management Board increases the Company’s share capital from PLN 139,000.00 (in words: one hundred and thirty nine thousand zlotys 00/100) to PLN 139,500.00 (in words: one hundred and thirty nine thousand five hundred zlotys 00/100), i.e. by the amount of PLN 500.00 (in words: five hundred zlotys 00/100) through the issuance of 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 (in words: ten groszy) each, with numbers from 0.001 to 5,000, with a total nominal value of PLN 500.00 (five hundred zlotys 00/100) (“New Issue Shares”).

New Issue Shares will participate in dividends on the following terms:

  1. if the New Issue Shares are registered for the first time in the securities account by the dividend date established in the General Meeting’s resolution on profit distribution (including this date), they will participate in profit distribution starting from the profit for the previous fiscal year, i.e. from January 01 of the fiscal year immediately preceding the year in which the New Issue Shares were registered for the first time in the securities account,
  2. 2If New Issue Shares are registered for the first time in a securities account after the dividend date established in the General Meeting’s resolution on profit distribution, they will participate in profit distribution starting from the profit for the fiscal year in which they were registered for the first time in a securities account, i.e. from January 01 of that fiscal year, New Issue Shares may be acquired only in exchange for cash contributions made prior to the registration of the share capital increase.

The issue price of New Issue Shares is PLN 0.10 per New Issue Share.

All of the New Issue Shares will be offered by private subscription, as referred to in Article 431 § 2 item 1 of the CCC, exclusively to Mr. Radoslaw Tomasz Charytoniuk.

As the offer of New Issue Shares is addressed to only one person, it will not constitute a public offering within the meaning of Article 2(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.

The New Issue Share Subscription Agreement will be concluded by December 31, 2024.

Acting pursuant to Article 447 of the Commercial Companies Code, in the interest of the Company and with the approval of the Supervisory Board, existing shareholders are deprived of their subscription rights to New Issue Shares in full.

Deprivation of existing shareholders’ subscription rights with respect to all New Issue Shares is in the Company’s interest, as it is intended to ensure that the Company’s obligations related to the Company’s incentive program can be fulfilled and that Mr. Radoslaw Charytoniuk, a member of the Company’s Management Board, can be offered to take up shares under the program. Depriving shareholders of their subscription rights in full is necessary for effective execution of the share issue in order to fulfill the Company’s aforementioned obligations.

The Board of Directors of the Company resolves that:

  1. The New Issue Shares will be dematerialized within the meaning of the Financial Instruments Trading Act of July 29, 2005 (the “Trading Act”); and
  2. The New Issue Shares shall be subject to application for listing in the Alternative Trading System in the NewConnect market (“ATS”) operated by the Warsaw Stock Exchange. (“WSE”) or for admission and introduction to trading on a regulated market operated by the WSE, upon fulfillment of the relevant criteria and conditions under the relevant laws and regulations of the WSE, which enable the Company’s New Issue Shares to be introduced to trading on that market.

In the event that the New Issue Shares are introduced to trading in the ATS, the Shares will be transferred to the regulated market operated by the WSE together with the other shares of the Company previously introduced to trading in the ATS. In such case, in connection with the intention to apply for admission and introduction of the Shares to trading on the regulated market operated by the WSE, the Board of Directors agrees to apply for exclusion of the Shares from trading in the ATS, after meeting the criteria for applying for their admission to trading on the regulated market.

In connection with the increase of the Company’s share capital through the issuance of New Issue Shares, the Company’s Board of Directors resolves to amend § 6 (1) of the Company’s Articles of Association, which shall have the following new wording:

“1. The share capital of the Company amounts to PLN 139,500.00 (in words: one hundred and thirty-nine thousand five hundred zlotys 00/100) and is divided into:

  1. 1,010,000 (in words: one million ten thousand) ordinary registered shares of series A with a nominal value of PLN 0.10 each with numbers from 0,000,001 to 1,010,000;
  2. 80,000 (in words: eighty thousand) series B ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 00,001 to 80,000;
  3. 200,00 (in words: two hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 200,000;
  4. 100,000 (in words: one hundred thousand) series D ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 000,001 to 100,000;
  5. 5,000 (in words: five thousand) series E ordinary bearer shares with a nominal value of PLN 0.10 each with numbers from 0,001 to 5,000.”.

In addition, the Company announces that today the Board of Directors of the Company has made, pursuant to Article 310 § 2 in connection with Article 431 § 7 of the Code of Commercial Companies, an increase in the amount of share capital, declaring that, pursuant to Resolution No. 4 of the Extraordinary General Meeting of Scanway S.A. dated November 13, 2024 on increasing the Company’s share capital, depriving existing shareholders of all preemptive rights, dematerialization of shares within the meaning of the Act on Trading in Financial Instruments, introduction of shares of a new issue to trading in an alternative trading system and changes to the Company’s Articles of Association, 100,000 series D ordinary bearer shares with a nominal value of PLN 0.10 each and a total nominal value of PLN 10,000.00 were taken up in the increased share capital of the Company.

Legal basis: § 3(1)(4) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 11/2024

EBI Current Report No. 11/2024
Drafting date: 2024-11-13

Subject: Contents of resolutions passed by the Extraordinary General Meeting of Scanway S.A.

The Board of Directors of Scanway S.A. (the “Company”) provides the contents of the resolutions adopted by the Extraordinary General Meeting of the Company on November 13, 2024 (the “EGM”) as an attachment.
At the same time, the Company informs that the EGM did not deviate from the consideration of any of the items on the planned agenda, and Shareholders did not object to the adopted resolutions. During the EGM there were also no resolutions included in the agenda, but not adopted by the EGM.
Legal basis: § 4 item 2 points 7-9 of Appendix No. 3 to the Regulations of the Alternative Trading System Current and periodic information provided in the alternative trading system on the NewConnect market.

Jędrzej Kowalewski – President of the Management Board
Mikołaj Podgórski – Member of the Management Board

EBI Current Report No. 8/2024

EBI Current Report No. 8/2024
Drafting date: 2024-06-27

Subject: Contents of resolutions passed by the Annual General Meeting of Scanway S.A.

Content of the report:

The Board of Directors of Scanway S.A. (the “Company”) provides attached the content of the resolutions adopted by the Annual General Meeting of the Company on June 27, 2024 (the “AGM”).

At the same time, the Company informs that the AGM did not deviate from the consideration of any of the items on the planned agenda, and Shareholders did not object to the adopted resolutions. During the AGM there were also no resolutions included in the agenda, but not adopted by the AGM.

Legal basis: § 4(2)(7-9) of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Current report EBI 7/2024

AGM to be held on June 27, 2024

The Management Board of Scanway Spółka Akcyjna with its registered office in Wrocław (the “Company” or the “Issuer”) hereby announces that the Issuer’s Ordinary General Meeting of Shareholders will be held on 27 June 2024, starting at 1 p.m. at ul. Ruska 3/4, 50-079 Wrocław, KBSR Kamińscy i Partnerzy Notaries.

The detailed agenda of the convened Annual General Meeting of Shareholders of the Company includes:

  1. Opening of the General Assembly.
  2. Election of the Chairman of the General Meeting.
  3. Determination of the correctness of the convening of the General Meeting and its ability to adopt resolutions.
  4. Adoption of a resolution on the election of the Scrutinizing Committee or waiving its election.
  5. Adoption of the agenda.
  6. Presentation of the Board of Directors’ report on the Company’s activities, the Company’s financial statements for fiscal year 2023 and the Board of Directors’ proposal for covering the loss for fiscal year 2023.
  7. Presentation of the Supervisory Board’s report for 2023.
  8. Adoption of resolutions on:
  9. a) consideration and approval of the Board of Directors’ report on the Company’s activities for the 2023 fiscal year,
  10. b) consideration and approval of the Company’s financial statements for fiscal year 2023,
  11. (c) coverage of net loss for fiscal year 2023,
  12. d) to grant members of the Company’s Management Board a discharge of their duties in the 2023 fiscal year,
  13. e) to grant members of the Company’s Supervisory Board a discharge of their duties in the 2023 fiscal year.
  14. Closing of the Assembly.

The full text of the notice convening the Company’s Annual General Meeting of Shareholders and the contents of the draft resolutions to be adopted at the Issuer’s Annual General Meeting of Shareholders are included in the appendices to the report.

In addition, in accordance with Article 402(3) of the Commercial Companies Code, the full text of the notice convening the Annual General Meeting was posted at https://investors.scanway.pl/, along with attachments, including forms for exercising voting rights by proxy.

Detailed legal basis: articles 402 paragraph 1 and 402 paragraph 2 of the Commercial Companies Code.

Current report EBI 5/2024

EBI Current Report No. 5/2024

Drafting date: 2024-05-09

Subject: Change of the publication date of the report for the first quarter of 2024.

Content of the report:

The Board of Directors of Scanway S.A. (the “Company”) hereby announces a change in the publication date of the report for the first quarter of 2024, which will be published on May 15, 2024, instead of May 13, 2024, as announced in current report No. 1/2024.

Legal basis: § 6 section 14.2 of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information provided in the alternative trading system on the NewConnect market”.

Current report EBI 4/2024

Drafting date: 2024-04-15

Subject: Information on the scope of application of the principles of “Good Practices of Companies Listed on NewConnect 2024”.

Content of the report:

The Management Board of Scanway S.A. (the “Company”) provides, as an attachment to this current report, information on the scope of application of the principles of “Best Practices for Companies Listed on NewConnect 2024” constituting an attachment to Resolution No. 1404/2023 of the Management Board of the Warsaw Stock Exchange dated December 18, 2023.

Legal basis: § 4 section 4a of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information in the alternative trading system on the NewConnect market”.

Correction of EBI Annual Report No. 2/2024 – correction of a clerical error in the Management Report for 2023.

The Board of Directors of Scanway S.A. (the “Company”) hereby announces the correction of a clerical error in the “Report of the Board of Directors on the activities of Scanway S.A. for the fiscal year from 1.01.2023 to 31.12.2023” (“Management Report for 2023”) published today as part of EBI Annual Report No. 2/2024.
In the Management Report for 2023, on page 7, there was a clerical error by indicating as follows:
“In 2023, the Company generated revenues of PLN 7,011.94 thousand, negative EBITDA of PLN (2,770) thousand and (1.492) thousand zlotys of net loss.”
While correctly it should be as follows:
“In 2023, the Company achieved revenues of 7,011.94 thousand zlotys, negative EBITDA
in the amount of (1,492) thousand zlotys and (2,212) thousand zlotys of net loss.”
At the same time, the Company points out that the “Table II. Selected items from the Company’s income statement for 2023 with comparative data for 2022.” presents the correct data and does not need to be corrected.
Enclosed, the Company provides the corrected full content of the Management Report for 2023.
In addition, the Company informs that the rest of “EBI Report No. 2/2024 ” is subject to change.

Jedrzej Kowalewski – Chairman of the Board

Mikolaj Podgorski – Board Member

Michał Zięba – Member of the Management Board

Radoslav Charytoniuk – Member of the Board of Directors

Current report EBI 1/2024

Drafting date: 2024-01-30

The Board of Directors of Scanway S.A. (the “Company”) announces that periodic reports in the 2024 fiscal year will be provided on the following dates:

– Annual report for 2023. – March 18, 2024.
– Interim report for the first quarter of 2024. – May 13, 2024.
– Interim report for the second quarter of 2024. – August 12, 2024.
– Interim report for the third quarter of 2024. – November 12, 2024.

Legal basis: § 6 section 14.1 of Appendix No. 3 to the Regulations of the Alternative Trading System “Current and periodic information in the alternative trading system on the NewConnect market”.

Mikolaj Podgorski – Board Member

Jedrzej Kowalewski – President of the Management Board

Planeta Ziemia z góry, obszary pokazane w intensywnej, neonowej kolorystyce

Make your first step

Contact us