Report 20/2022


Closing of the acquisition of 100% of shares of Zrt. due to the fulfillment of the conditions precedent

Current Report No. 20/2022 dated November 3, 2022

Closing of the acquisition of 100% of shares of Zrt. due to the fulfillment of the conditions precedent

Legal basis: Article 17 sec. 1 of MAR.

Content of the report:

The Management Board of Wirtualna Polska Holding S.A. ("Issuer" or "WPH") with reference to the current report no. 15/2022 of September 12, 2022 on the conclusion of the share purchase agreement in Zrt, informs that it has received the information about the finalization on November 3, 2022, by the Hungarian company Camellia Investments Kft. with its seat in Budapest, Hungary ("SPV") - a subsidiary of the Issuer –  of the closing activities of acquisition of shares in the share capital of Zrt. based in Miskolc, Hungary ("Szallas") ("Shares"), ("Transaction"). The closing of the Transaction took place as consequence of the fulfillment of the conditions precedent, about which the Issuer informed in the above-mentioned current report, in particular in connection with obtainment of the decision of the Hungarian Minister of Technology and Industry authorising the transaction on the basis of the Hungarian Act on Foreign Direct Investments ("FDI").

As a result of Closing SPV acquired 100% of Szallas Shares through:

1)       transfer of rights to 92.6% of Szallas Shares to SPV in accordance with theSzallas share purchase agreement concluded on September 9, 2022;

2)      taking control of MRP Szervezet ("MRP"), a Hungarian company used to implement the managerial remuneration program, holding 7.4% of Szallas's Shares,

in return for the payment the completion price in the amount of approximately EUR 83.0 million.

The Issuer will inform in a separate report about the final purchase price of the Shares after verification, in accordance with the completion accounts mechanism, of the net cash value in Szallas as at the closing date of the Transaction.

Legal basis: Article 17 1 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