Issuance of ordinary bearer series D and F shares of Wirtualna Poland Holding SA as a part of execution of the Managerial Option Program and change of the Company’s share capital

Current Report No. 3/2023 dated 10 February 2023

Issuance of ordinary bearer series D and F shares of Wirtualna Poland Holding SA as a part of execution of the Managerial Option Program and change of the Company’s share capital

Legal basis: Article 56 sec. 1 item 2(a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.

Content of Report:

The Management Board of Wirtualna Polska Holding S.A. with its registered office in Warsaw (hereinafter: the "Company") informs that, in reference to the announcement of the National Depository for Securities No. 785/2021 of June 15, 2021 (Company's current report No. 18/2021 of June 15, 2021) on the 10 February 2023, based on clearing orders, as referred to in § 6 of the Detailed Rules of the KDPW Operations, the KDPW registered and entered in securities accounts of the eligible persons:

a)    4,132 series D ordinary bearer shares with a nominal value of PLN 0.05 (in words: five groszy) each, issued as part of the conditional share capital increase pursuant to resolution No. 6 of the Extraordinary General Meeting of the Company dated 14 January 2015 regarding the conditional increase of the Company's share capital by issuing ordinary D series shares and issuing B series subscription warrants, depriving existing shareholders of pre-emptive rights to Series D shares and series B subscription warrants and amending the Company's Articles of Association;

b)    2,554 ordinary bearer series F shares with a nominal value of PLN 0.05 (five grosz) each, issued as part of the conditional share capital increase based on Resolution No. 3 of the Extraordinary General Meeting of the Company with on 5 March 2015 on the conditional increase of the Company's share capital by issuing ordinary F series shares and issuance of C series subscription warrants, depriving current shareholders of pre-emptive rights to Series F shares and C series subscription warrants, amending the Company's statute and admitting and trading as well as the dematerialization of series F shares.

In connection with the above, pursuant to art. 451 § 2 in conj. with art. 452 § 1 of the Code of Commercial Companies, acquisition of rights stemming from 6,686 ordinary bearer shares of the Company, including 4,132 ordinary bearer series D shares with a nominal value of 0.05 PLN and 4,554 ordinary bearer series F shares with a nominal value of 0.05 PLN has occurred, and increase in the Company's share capital by PLN 330,30, i.e. from PLN 1,464,218.60 to PLN 1,464,552.90 took place.

The series D and F shares in question were taken as a result of exercising the rights acquired through private placement of series B and C subscription warrants of the Company by eligible employees and associates of the Company as part of the Managerial Option Program, about which the Company informed in the Company's prospectus approved by the Polish Financial Supervision Authority on April 10, 2015.

The said shares will be the subject of the Company's application for admission to trading on WSE and assimilation with the ISIN code: PLWRTPL00027, under which the Company's shares traded on the stock exchange are registered.

After registration, admission to trading and issuing of the above mentioned shares, the share capital of the Company amounts to PLN 1,464,552.90 and is divided into 29,291,058 shares with a nominal value of PLN 0.05, entitling to 40,580,767 votes at the General Meeting, including:

·                11,289,709 registered series A preference shares; preference for 11,289,709 series A shares applies to voting rights at the general meeting in such a way that there are two votes per share;

·                1,100,000 ordinary series A bearer shares;

·                12,221,811 ordinary series B bearer shares;

·                301,518 ordinary series C bearer shares;

·                782,782 ordinary series D bearer shares;

·                3,339,744 ordinary series E bearer shares;

·                255,494 ordinary series F bearer shares.

The total number of votes from all the Company's shares is: 40,580,767.

Legal basis: Article 56 sec. 1 item 2(a) of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies in conjunction with §5 point 8 i §17 sec. 1 point 3 of the Regulation issued by the Minister of Finance on 29 March 2018 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent

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