Conclusion by Wirtualna Polska Holding S.A. of an agreement on the joint purchase of shares under the tender offer and a decision on the intention to announce a voluntary tender offer to subscribe for the sale of all remaining shares of the Company
Current report no. 6/2026 dated 30 March 2026
Conclusion by Wirtualna Polska Holding S.A. of an agreement on the joint purchase of shares under the tender offer and a decision on the intention to announce a voluntary tender offer to subscribe for the sale of all remaining shares of the Company
Legal basis: art. 17 sec. 1 of MAR regulation
Content of the report:
The Management Board of Wirtualna Polska Holding S.A. (the "Company") announces that on 30 March 2026 the Company entered into an agreement (the "Agreement") referred to in Article 87(1)(5) of the Act of 29 July 2005 on Act on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading System and on Public Companies (the "Public Offering Act") with the following entities: Orfe S.A. ("Orfe"), 10X S.A. ("10X"), Albemuth Inwestycje S.A. ("Albemuth"), Jacek Świderski ("JŚ"), Michał Wiktor Brański ("MB") and Krzysztof Daniel Sierota ("KS") ("Agreement").
In accordance with the Agreement, the parties undertook to take joint actions to announce and conduct a voluntary tender offer to subscribe for the sale of 100% of the Company's shares not held by the parties to the Agreement, their subsidiaries and their parent entities pursuant to Article 72a(1) of the Public Offering Act (the "Tender Offer"), which will enable the Company to allocate a part of the amount which, in accordance with Article 348 § 1 of the Commercial Companies Code, may be allocated for distribution among shareholders for the purchase of the Company's own shares, provided that an appropriate resolution in this regard is adopted by the General Meeting of the Company. The Tender Offer document will also provide for other conditions under which the Tender Offer will be announced. In accordance with the Agreement, the entities acquiring the shares in the Tender Offer will be the Company (in the first place, however, not more than 20% of the Company's total shares) and Orfe, 10X and Albemuth (in the second place, i.e. to the extent exceeding the number of Shares acquired by the Company and proportionally in relation to the total number of shares in the Company's share capital held by these shareholders). The Agreement does not contain provisions regarding the conduct of any actions aimed at delisting the Company's shares from trading on the regulated market operated by the Warsaw Stock Exchange.
The price offered per share of the Company under the Tender Offer has been set by the parties to the Agreement at PLN 59 (fifty-nine zlotys) per share of the Company, with the proviso that the final purchase price of the Company's shares in the Tender Offer document will be specified in the Tender Offer document, taking into account the rules for calculating the minimum price in the Tender Offer resulting from Article 79 and Article 79a of the Public Offering Act (in the event that between the date of publication of this current report and the date of submission of the notification, referred to in Article 77a(1) of the Public Offering Act, the minimum price in the Tender Offer has been changed).
In connection with the conclusion of the Agreement, on 30 March 2026 the parties to the Agreement entered into an agreement with Santander Bank Polska S.A. – Santander Biuro Maklerskie for intermediation in the Tender Offer.
In the current report no. 5/2026 of 30 March 2026, the Company announced an increase in the available financing under the Capex loan tranche by PLN 220 million (i.e. to the total amount of PLN 405 million), which it intends to allocate to finance the buyback of own shares under the Tender Offer referred to above, while at the same time reducing the amount of debt financing by the potential inflow of funds from the sale of 100% of shares in Invia Flights Germany GmbH in the amount of approximately EUR 42.3 million (as announced by the Company in the current report No. 29/2025 of 3 December 2025).
The intention of the parties to the Agreement is to submit to the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) a notification of the intention to announce the Tender Offer referred to in Article 77a(1) of the Public Offering Act.
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 persons representing the company:
Jacek Świderski - President of the Management Board
Elżbieta Bujniewicz-Belka – Member of the Management Board for Finance