Report 15/2022


Conclusion of a share purchase agreement regarding Szallas Group and disclosure of delayed confidential information

Current Report No. 15/2022 dated September 12, 2022

Conclusion of a share purchase agreement regarding Szallas Group and disclosure of delayed confidential information

Legal basis: Article 17 sec. 1 of MAR.

Content of the report:

The Management Board of Wirtualna Polska Holding S.A. ("Issuer" or "WPH") informs that it has received the notification on the conclusion on 9th of September 2022 of a transaction of purchase by Camellia Investments Kft. based in Budapest, Hungary ("SPV") - a subsidiary of the Issuer – of shares in Zrt. with headquarters in Miskolc, Hungary ("Szallas"), ("Shares"), ("Transaction").

As part of the Transaction, the SPV concluded on 9th of September 2022 a share purchase agreement regarding acquisition of 6,919,913 Shares in Szallas representing 92.6% of the share capital of Szallas from PortfoLion Digitális Magántőkealap I, PortfoLion Regionális Magántőke Alap and 8 natural persons ("SPA") and obtained the right to take control over MRP Szervezet, a Hungarian company dedicated to implementation of the managerial remuneration program ("MRP") which owns 555,556 Shares in Szallas representing 7.4% of the share capital of Szallas. After the Transaction the MRP shall be liquidated and the shares of Szallas that it owns shall be redeemed.. Wirtualna Polska Media S.A. – a subsidiary of the Issuer - is also a party to the SPA acting as the SPV’s guarantor.

The Shares represent 100% of the share capital of Szallas and jointly represent 100% of votes at the General Meeting of Szallas. The enterprise value of Szallas amounts to EUR 72 million and will be adjusted for cash and debt like items as at the Transaction closing date. The Issuer estimates the amount of net cash to EUR 10 million at closing date, which implies the estimated Transaction price of EUR 82 million. The payment of the Transaction price and transfer of rights to Shares will be performed through an escrow account. The Issuer will inform in a separate report on the final Transaction price after the completion of the Transaction and verification of the amount of net cash according to the completion accounts mechanism.

The Transaction was concluded subject to the conditions precedent, in particular in the form of obtaining the acknowledging decision of the Hungarian Minister of Technology and Industry under the scope of the 2020 FDI regime (Hungarian Foreign Direct Investment Act, "FDI") or confirmation that the FDI regime is not applicable to the Transaction.

The Issuer will inform on the fulfillment of conditions precedent in a separate report.

The Transaction is financed with funds from the Capex Loan tranche under the loan agreement of February 25, 2020, of which the Company informed in current report 8/2020 of February 25, 2020.

The remaining terms of the Transaction do not differ from other terms customarily adopted for this type of transactions.

SPV is in 100% a subsidiary of Wirtualna Polska Media S.A., which is in 100% a subsidiary of the Issuer.

Szallas is the owner of travel platforms for booking accommodation in Hungary, the Czech Republic, Romania, Poland and Croatia. It provides almost 90,000 different accommodation facilities on 5 markets of Central and Eastern Europe. In the last 12 months, ending in June 2022, customers made over 1 million bookings via its platforms. Szallas generated an EBITDA of EUR 6.6 million during this period.

The following companies are subsidiaries of Szallas:

- Sp.z.o.o., Warsaw, Poland

- Travelminit International SRL,Cluj-Napoca, Romania

- Online Holding SRL, Praha, Czech Republic

- a.s.,Praha, Czech Republic

- Szallas D.o.o., Zagreb, Croatia

- Szállás és Utazás Kft., Miskolc, Hungary

- Kft., Miskolc, Hungary

Disclosure of previously delayed confidential information regarding submission of an offer :

The Management Board of the Issuer informs of its decision to delay the disclosure of a confidential information regarding the submission on 12th of August 2022 of an offer regarding purchase of shares in Zrt.:

The Management Board of Wirtualna Polska Holding S.A. (The "Issuer" or "WPH") informs that it has become aware of the submission on 12th of August 2022 of an offer to buy shares in Zrt.

The offer provides for the acquisition of 100% of the shares in Szallas for EUR 72 million, assuming a debt-free and cash-free valuation, and includes a proposal to enter into a share purchase agreement as appended to the offer.

The envisaged transaction will be subject to approval required under the Hungarian Foreign Direct Investment Act ("FDI") and contains a number of conditions that do not differ from those customarily adopted for offers of this type.

Legal basis: Art. Article 17 1 and 4 of European Parliament and Council Regulation No 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC

Signatures of the representatives of the Company:

Jacek Świderski – President of the Management Board/CEO,

Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO