Wirtualna Polska Holding SA, together with its main shareholders, announces a voluntary tender offer for all remaining shares in the company. The issuer’s participation in the offer is designed to facilitate a share buyback on a larger scale, subject to the adoption of the relevant resolutions by the Shareholder Meeting. The offerors do not intend to delist the company from the stock exchange. The offer price has been set at PLN 59 per share, and tenders to sell the shares will be accepted from 4 May to 2 June 2026.
The company, together with its founders: Jacek Świderski, Michał Brański and Krzysztof Sierota, as well as their subsidiaries: Orfe, 10X and Albemuth, announce a voluntary tender offer to acquire all remaining shares in Wirtualna Polska Holding.
The tender offer serves, in particular, as a mechanism for conducting a share buyback on a larger scale. This is a consequence of applicable capital market regulations, which, in the case of Wirtualna Polska Holding, restrict the direct acquisition of own shares without a prior tender offer. This restriction results from the transitional provisions introduced in 2022, which are applicable to shareholders holding at that time more than 50% but less than 66% of voting rights; any increase in voting rights above the level held on 30 May 2022 triggers the obligation to announce a mandatory tender offer.
A voluntary tender offer represents the only available mechanism to resolve this situation in a transparent and legally compliant manner. It also gives all shareholders who wish to do so the opportunity to exit their investment.
The offer price includes a 25.53% premium to the last closing price of the Company’s shares before the Tender Offer was announced (30 March 2026), a 0.84% premium to the 3-month volume-weighted average price, and a 3.33% premium to the 6-month volume-weighted average price of the Company’s shares before the announcement date of the intention to launch the Tender Offer (31 March 2026).
Tenders to sell shares will be accepted from 4 May to 2 June 2026. The Company’s Ordinary Shareholder Meeting will be held on the same day, namely 2 June 2026. The transaction will be executed on the third business day after the end of the tendering period, with settlement on 10 June 2026.
The tender offer is announced subject to the following conditions:
(a) the Shareholder Meeting of the Company must adopt a resolution amending the resolution of the Ordinary Shareholder Meeting of Wirtualna Polska Holding S.A. of 23 June 2025 on the authorization for the Management Board to buy back Company shares and establishment of a reserve capital; the amendment should, in particular, increase the total par value of Company shares that may be acquired by the Company, to 20% of the Company’s share capital, and adapt the share buyback procedure set out in that resolution to the buyback mechanism under the Tender Offer;
(b) the Shareholder Meeting of the Company must adopt a resolution on the establishment of a reserve capital for the acquisition of shares by the Company under the Tender Offer in a number not exceeding 20% of the Company’s share capital; and
(c) the Shareholder Meeting of the Company must adopt a resolution amending the Company’s Articles of Association, including amendments to the rules for appointing and dismissing members of the Company’s Supervisory Board and Management Board, provided that no shareholder present at the Shareholder Meeting requests that an objection to such resolution be recorded; under such amendments:
i. members of the Company’s Supervisory Board are appointed and dismissed by the Shareholder Meeting, provided that, for so long as any of the shareholders Orfe S.A., 10X S.A. and Albemuth Inwestycje S.A. holds shares in the Company representing more than 15% of total votes at the Company’s Shareholder Meeting, each such shareholder is entitled, as a personal right, to appoint and dismiss one member of the Company’s Supervisory Board;
ii. the Management Board President is appointed and dismissed by the Shareholder Meeting from among candidates nominated as follows:
1. jointly by shareholders holding the personal right referred to in (i), provided that if such shareholders do not exercise their right to nominate candidates for the Management Board President jointly, each shareholder holding the personal right referred to in (i) is entitled to nominate a candidate for the Management Board President individually; and
2. if none of the following shareholders Orfe S.A., 10X S.A. and Albemuth Inwestycje S.A. holds the personal right referred to in (i), each shareholder holding shares in the Company representing more than 15% of the total voting rights at the Company’s Shareholder Meeting is entitled to nominate a candidate for the Management Board President;
iii. members of the Management Board other than the Management Board President are appointed and dismissed by the Supervisory Board, provided that all shareholders holding the personal right referred to in (i) additionally hold the personal right to jointly appoint and dismiss three members of the Company’s Management Board other than the Management Board President.
The offerors reserve the right to proceed with the acquisition of shares even if one or more of the above conditions are not fulfilled.