Prospectus

Publication: 26.07.2022; expiration date: 13.09.2022

On July 21, 2022. The Polish Financial Supervision Authority approved the Prospectus prepared in connection with the application for admission and introduction of all shares of Caspar Asset Management S.A. with its registered office in Poznań (the “Company”), i.e. 9,861,865 existing ordinary bearer shares of the Company in series A, B, C, D, E, F, G and H, to trading on the regulated (parallel) market operated by the Warsaw Stock Exchange S.A. (the “WSE”). The Prospectus remains valid for 12 months from the date it was first made available to the public, but no longer than until the date the financial instruments to which the Prospectus relates are admitted to trading. The Shares were admitted to trading on the regulated market operated by the WSE on 13.09.2022.

IMPORTANT INFORMATION

PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT INFORMATION ON THE ASSUMPTIONS FOR ACCESSING THIS WEBSITE AND USING THE MATERIALS AND INFORMATION PROVIDED ON IT.

Before accessing the materials and information provided on this website (the “Materials”), you should carefully read the following explanation of the terms and conditions for accessing and using the Materials. The Materials are subject to change or update, so you should read and review them in their entirety each time you visit this website.

The laws of some countries outside the Republic of Poland may restrict access to the Materials and information posted on this website. Accessing and reading the Materials on this website in violation of the conditions indicated below may constitute a violation of securities laws. Please note that the relevant information presented below may be subject to change or update. Consequently, you should read and review them in their entirety before accessing the Materials contained on this website each time.

THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE ARE NOT SUBJECT TO, AND MAY NOT BE COMMUNICATED TO, AND ARE NOT INTENDED FOR DISTRIBUTION, ANNOUNCEMENT, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REQUIRE REGISTRATION, FILING OR AUTHORIZATION IN SUCH JURISDICTION. THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE SECURITIES OF CASPAR ASSET MANAGEMENT S.A. BASED IN POZNAN (THE “COMPANY”) IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON IF IT WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION TO SUCH PERSON. PROSPECTIVE USERS OF THIS INFORMATION ARE REQUIRED TO BE AWARE OF AND COMPLY WITH SUCH RESTRICTIONS.

With the exception of the Company’s prospectus within the meaning 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 “Prospectus Regulation”) (the “Prospectus”), the information that relates to the Company’s securities is of an advertising nature only. In no event does this information constitute a prospectus or any other offering document within the meaning of generally applicable law, including the provisions of the Prospectus Regulation.

The materials and information on this website relate to or are related to the application for admission and introduction of all shares of Caspar Asset Management S.A. with its registered office in Poznań (the “Company”), i.e. 9,861,865 existing ordinary bearer shares of the Company in series A, B, C, D, E, F, G and H (the “Shares”), to trading on the regulated (parallel) market operated by the Warsaw Stock Exchange. (“WSE”) (the “Admission”).

On July 21, 2022. The Financial Supervisory Commission (“FSC”) approved the Prospectus prepared in connection with the Admission. In approving the Prospectus, the FSC does not review or approve the Company’s business model, business methods or method of financing. The FSA’s approval of the Prospectus should not be construed as an endorsement of the Company’s securities and admission to trading on a regulated market operated by the WSE. The truthfulness of the information contained in the Prospectus and the level of risk associated with the Company’s business, as well as the investment risk associated with the acquisition of financial instruments, shall not be assessed in the Prospectus approval proceedings.

The Prospectus, together with the Prospectus Supplements, if any, and the Prospectus Update Announcements (after they have been prepared and approved, respectively, in the case of the Supplements, or prepared and published, respectively, in the case of the Announcements), has been published and will be available electronically on the Company’s website (https://www.caspar.com.pl/dokumenty/am/relacje-inwestorskie/prospekt) during its validity period.

In addition to the above, information may be published on this website that is either promotional in nature and used for the purposes of Admission or constitutes information provided by the Company to the public as part of the Company’s fulfillment of its disclosure obligations under applicable laws and regulations.

The prospectus is the only legally binding document containing, for the purposes of the Admission, information about the Company, the Company’s shares and the Admission.

Investing in financial instruments involves the risk of losing some or all of the funds invested. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with the decision to invest in the Company’s securities. Any investment decision regarding the Company’s securities should be made only after considering the contents of the entire Prospectus.

The materials you will access do not constitute an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) No. 596/2014) and Commission Delegated Regulation (EU) 2016/958 of March 9, 2016 supplementing the Market Abuse Regulation as regards regulatory technical standards on technical measures for the objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and disclosure of vested interests or indications of conflicts of interest.

The Prospectus should not be considered as an offer, tender or invitation to purchase or subscribe for shares or any other financial instruments of the Company. The materials on this website do not constitute an offer to sell securities in the United States of America, Canada, Japan, Australia or any other jurisdiction where to do so would constitute a violation of applicable laws or require registration, filing or authorization. Securities may not be offered or sold in the United States of America unless they have been registered with the United States Securities and Exchange Commission or are exempt from registration under the relevant provisions of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Company’s securities have not been and will not be registered under the provisions of the U.S. Securities Act and may not be offered or sold in the United States of America.

Neither the Prospectus nor the securities of the Company covered by it have been or will be subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with the Prospectus Ordinance and the laws issued pursuant thereto, and may not be offered outside the Republic of Poland (including other countries of the European Union, the United States of America, Canada, Japan and Australia) unless such an offering could be lawfully made in the relevant country without the Company and its advisors having to comply with any additional legal requirements in connection with the Offering. Any investor residing or having its registered office outside the Republic of Poland should familiarize itself with the relevant provisions of Polish law and the regulations of other countries that may apply to it.

The information contained in the Materials is not exhaustive. Although the information has been prepared with due diligence, not all information may be accurate and up-to-date in all respects. Entities participating in the Admission are not responsible for updating the information posted on the Company’s website. The Company is responsible for posting current documents related to the Admission, including the Prospectus and Prospectus Supplements, on the website. You should not rely on the information or opinions contained in the Materials or other documents or oral statements for any purpose, nor should you rely on the completeness, accuracy or reliability of such information or opinions. All information is provided without any assurance or warranty.

Forward-looking statements refer to known and unknown matters involving risks and uncertainties or other important factors that could cause the Company’s actual results, performance and development to differ materially from the results, performance and development anticipated in or derived from these statements. The Company undertakes no obligation to publicly update or revise the forward-looking statements in the Materials as a result of new information, the occurrence of future events or other circumstances. The information contained in the Materials is current as of the date of its posting on the website and is subject to change without prior notice, and may be incomplete or abbreviated.

PLEASE BE ADVISED THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL GAIN ACCESS AND USE: (I) ARE SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED ABOVE, (II) ARE INTENDED FOR PERSONS/ENTITIES LOCATED IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF POLAND, (III) ARE NOT DIRECTED TO PERSONS DEFINED AS “U.S. PERSON”. AND TO PERSONS/ENTITIES THAT ACT FOR THE ACCOUNT OR ON BEHALF OF PERSONS DEFINED AS “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, (IV) ARE NOT DIRECTED TO PERSONS/ENTITIES RESIDING OR ESTABLISHED IN CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH ACCESS TO THE MATERIALS AND INFORMATION CONTAINED ON THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE RELEVANT PROVISIONS OF SUCH JURISDICTION’S LAWS OR WOULD REQUIRE REGISTRATION, FILING OR AUTHORIZATION IN SUCH JURISDICTION

We draw your attention to the fact that viewing and accessing the Materials in violation of the conditions indicated above may constitute a violation of the laws governing the trading of securities, particularly in Poland, the United States of America, Canada, Japan and Australia.

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I REPRESENT AND ACKNOWLEDGE THAT THE FOREGOING TERMS AND CONDITIONS ARE UNDERSTOOD BY ME, AND CONFIRM THAT I MEET THE CRITERIA FOR ACCESSING THE INFORMATION CONTAINED IN THIS WEBSITE, I AM NOT A RESIDENT OF OR LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION, WHERE THE RELEASE OF THE INFORMATION CONTAINED IN THIS WEBSITE AND ANY SUBSEQUENT WEBSITES WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REQUIRE REGISTRATION, I RESIDE OUTSIDE THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, MEMBER STATES OF THE EUROPEAN UNION OTHER THAN POLAND, AND I AM A RESIDENT OF POLAND PHYSICALLY PRESENT IN POLAND. I REPRESENT AND ACKNOWLEDGE THAT I WILL NOT FORWARD OR OTHERWISE TRANSMIT (IN ANY FORM WHATSOEVER) ANY MATERIAL TO ANY PERSON IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE OF THE MATERIAL WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REQUIRE REGISTRATION. I DECLARE AND ACKNOWLEDGE THAT I UNDERSTAND THAT MY VIOLATION OF THESE TERMS, CONDITIONS, ASSURANCES MAY MEAN THAT I AM COMMITTING A VIOLATION OF APPLICABLE LAWS.