Adoption of a resolution of the Management Board of Wirtualna Polska Holding SA regarding the purchase of Wirtualna Polska Holding SA's own shares
Current Report No. 17/2026 of June 3, 2026
Adoption of a resolution of the Management Board of Wirtualna Polska Holding SA regarding the purchase of Wirtualna Polska Holding SA's own shares
Report content:
The Management Board of Wirtualna Polska Holding S.A. (the " Company ") hereby announces that on June 3, 2026 it adopted a resolution regarding the acquisition of the Company’s own shares based on the authorization contained in Resolution No. 6 of the Annual General Meeting of the Company dated June 23, 2025 on authorizing the Management Board of the Company to acquire own shares and create reserve capital, as amended by Resolution No. 21 of the Annual General Meeting of the Company dated June 2, 2026 (the " Resolution of the General Meeting ").
Pursuant to § 2 section 1 of the Resolution of the General Meeting, the resolution on the acquisition of own shares is subject to public disclosure in a current report before the date of commencement of the share acquisition.
Below, the Management Board presents the content of the adopted resolution regarding the conditions for the acquisition of the Company's own shares:
1. The Management Board of the Company decides to purchase the Company's own shares on the basis of the authorization contained in the Resolution of the General Meeting on the terms specified in this resolution.
2. The subject of the acquisition will be 3,828,130 (in words: three million eight hundred twenty-eight thousand one hundred thirty) ordinary bearer shares of the Company, with a nominal value of PLN 0.05 (in words: five groszy) each and a total nominal value of PLN 191,406.50 (in words: one hundred ninety-one thousand four hundred six zlotys 00/100), registered by the National Depository for Securities and marked with the ISIN code: PLWRTPL00027, which are admitted to trading on the regulated market operated by the Warsaw Stock Exchange (the " Acquired Shares "). As of the date of this resolution, the Purchased Shares constitute approximately 12.86% of the share capital of the Company and entitle their holders to a total of 3,828,130 (in words: three million eight hundred twenty-eight thousand one hundred thirty) votes at the general meeting of the Company, which constitutes approximately 9.32% of the total number of votes in the Company.
3. The Acquired Shares will be acquired on the following terms:
1) the acquisition of the Purchased Shares will be carried out by the Company in accordance with § 1 section 3 item 6 letter (c) of the Resolution of the General Meeting as part of the tender offer to subscribe for the sale of the Company’s shares announced on April 28, 2026 by the Company acting in agreement referred to in Article 87 section 1 item 5 of the Act of July 29, 2005 on public offering and conditions for introducing financial instruments to organized trading, and on public companies ( i.e. Journal of Laws of 2025, item 592) (the " Act on Public Offering "), with: (i) 10X SA with its registered office in Warsaw; (ii) Albemuth Inwestycje SA with its registered office in Warsaw; (iii) Orfe SA with its registered office in Warsaw; (iv) Mr. Michał Wiktor Brański; (v) Mr. Krzysztof Daniel Sierota; and (vi) Mr. Jacek Świderski, pursuant to Article 72a section 1 of the Act on Public Offering (the " Tender Offer ");
2) the purchase price of each Acquired Share will be equal to the price specified in the Tender Offer, i.e. PLN 59.00 (in words: fifty-nine zlotys) per one Acquired Share;
3) the total amount allocated by the Company for the purposes of acquiring the Purchased Shares amounts to PLN 225,859,670.00 (in words: two hundred twenty-five million eight hundred fifty-nine thousand six hundred seventy zlotys 00/100) and comes from the reserve capital created on the basis of the Resolution of the General Meeting from undistributed profits from previous years, which, in accordance with Art. 348 § 1 of the Act of 15 September 2000 - the Commercial Companies Code ( i.e. Journal of Laws of 2024, item 18, as amended) may be allocated for distribution among the Company’s shareholders;
4) the entity acting as an intermediary in the execution and settlement of the transaction for the purchase of the Shares Purchased under the Tender Offer is Erste Bank Polska SA – Erste Biuro Maklerskie;
5) The acquisition of the Shares Purchased under the Tender Offer will take place in accordance with the following schedule:
|
Expected date of concluding the transaction for the purchase of the Acquired Shares : June 8, 2026 |
|
Expected settlement date for the purchase of the Acquired Shares : June 10, 2026 |
6) The Management Board of the Company will decide on the allocation of the Purchased Shares by way of a separate resolution.
Legal basis: Article 17(1) of Regulation (EC) No 596/2014 of the European Parliament and of the Council 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 Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
Signatures of the individuals representing the Company:
Jacek Świderski – President of the Management Board/Chief Executive Officer
Elżbieta Bujniewicz – Belka – Member of the Management Board/CFO