Report 6/2022


Signing an investment agreement regarding Restaumatic sp. z o.o.

Current Report No. 6/2022 dated April 4, 2022

Signing an investment agreement regarding Restaumatic sp. z o.o.

Legal basis: Article 17 sec. 1 of MAR.

The Management Board of Wirtualna Polska Holding S.A. ("Issuer" or "WPH") informs that it learned about the signing an investment agreement on April 4, 2022 by Wirtualna Polska Media S.A. with its registered office in Warsaw (hereinafter "WPM") - a subsidiary of the Issuer. The agreement - defines the conditions of an indirect investment ("Investment Agreement") in a company under the name Restaumatic sp. z o.o. ("Restaumatic") ("Investment" ), through an alternative investment company under the name Supercharge Capital sp. z o.o. Deal Fund I ASI spółka komandytowa ("Fund"), to which WPM will join as a limited partner under the conditions specified in the fund investment agreement signed on April 4, 2022 (the "Fund's Investment Agreement"). In addition, in relation to the Investment, WPM signed on April 4, 2022 a shareholders' agreement that defines the mutual relations of Restaumatic shareholders ("Shareholders Agreement") .

The investment in the Fund is conditional to obtaining a consent of the President of the Office of Competition and Consumer Protection for the concentration by establishing the Fund as a joint entrepreneur.

The total declared WPM’s contribution to the Fund will amount to approx. PLN 19.8 million, which will correspond to 69.0% of the Fund's total capital contributions.

After making the Investment, the Fund will hold approx. 16.9% of shares, entitling to approx. 16.9% of votes at the shareholders meeting of Restaumatic.

The Investment Agreement, the Fund's Investment Agreement and the Shareholders' Agreement includes the standard clauses of this type of contracts relating to the rights and obligations of partners and investors related to the Investments, as well as specifying the principles of corporate governance, including the rights of WPM, in cases defined in the above-mentioned agreements, to increase equity participation in the Fund and directly in Restaumatic (including priority right).

Restaumatic is a company offering a SaaS (Software as a Service) platform that supports a comprehensive sales and order management system for restaurants which is used by almost 5,000 restaurateurs. In 2021, Restaumatic achieved approx. 20 million PLN in sales revenues and a positive EBITDA.

Legal basis: Article 17 para. 1 Regulation of the European Parliament and of the Council No. 596/2014 of 16 April 2014 on 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 individuals representing the Company:

Jacek Świderski – President of the Management Board/Chief Executive Officer

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