Archicom S.A.

Related Party Transaction • Sep 25, 2023

Conclusionof a placement agreement, consent to conclude transactions with relatedentities and commencement of a book-building process as part of aprivate subscription offer for newly issued series D shares and series Eshares and the sale of the existing Company shares

Content of thereport:

The ManagementBoard ofArchicom Spółka Akcyjna, with its registeredoffice in Wrocław, at ul. Powstańców Śląskich 9, 53-332 Wrocław, enteredin the Register of Business Entities kept by the District Court forWrocław - Fabryczna in Wrocław, VI Commercial Division of the NationalCourt Register, under KRS number 0000555355, REGON (Business ID. No.)020371028, NIP (Taxpayer ID. No.) 8982100870, with share capitalof PLN 484,960,430.00 (paid in full) (_quot;Company_quot;), herebyinforms about the conclusion of a shares placement agreement (_quot;PlacementAgreement_quot;) by the Company on 25 September 2023 with Echo InvestmentS.A. with its registered office in Kielce (_quot;Echo_quot;), which isthe Company's parent company and directly and indirectly holds 90,51% of_#160;the total number of votes at the Company'sgeneral meeting, DKR Echo Investment sp. z o.o. with its registeredoffice in Kielce (_quot;Selling Shareholder_quot;), a subsidiary, inwhich Echo holds all the votes at the shareholders' meeting, andPowszechna Kasa Oszczędności Bank Polski Spółka Akcyjna - Oddział BiuroMaklerskie w Warszawie (the _quot;Manager_quot;) - in connection with(i) an offer and sale by the Selling Shareholder of up to 6,107,432Company ordinary bearer shares (_quot;Sale Shares_quot;), representing12.59% of the Company's share capital and 11.16% of the total number ofvotes at the Company's general meeting of shareholders before the issueby the Company of series D shares and series E shares and (ii) an offerof up to 3,892,568 Company newly issued series D ordinary bearer shares(_quot;Series D Shares_quot;) or up to 6,107,432 Company newly issuedseries E ordinary registered shares (_quot;Series E Shares_quot;)(Series D Shares and Series E Shares jointly as the _quot;New IssueShares_quot;), addressed in both cases to investors acquired by theManager (except for Series E Shares offered only to Echo or Echo'ssubsidiaries) through a private subscription, and the admission andintroduction of rights to Series D Shares (if applicable) and Series DShares to trading on the regulated market operated by the Warsaw StockExchange S.A. (_quot;WSE_quot;) (_quot;Offer_quot;).

As part of theOffer, Eligible Investors (as defined below) may acquire no more than10,000,000 Company shares, namely, no more than 3,892,568 Series DShares and no more than 6,107,432 Sale Shares, and no more than6,107,432 Series E Shares will be offered only to Echo or Echo'ssubsidiaries designated by Echo's management board.

In accordance withthe principles detailed in the Placement Agreement, Echo or Echo'ssubsidiaries designated by Echo's management board intend to acquireSeries E Shares in a number equal to the number of Sale Shares sold foran amount corresponding to the value of funds obtained by the SellingShareholder from the sale of the Sale Shares.

The Offer for theNew Issue Shares is conducted under the terms and conditions specifiedin Resolution No.3/IX/2023of the Company'sExtraordinary General Meeting of 25 September 2023 on increasing theCompany's share capital by issuing series D ordinary bearer shares andseries E ordinary registered shares in a private subscription, deprivingthe existing shareholders of the entire pre-emptive right to all SeriesD Shares and Series E Shares, amending the Company's Statute, applyingfor admission and introduction of Series D Shares or rights to Series DShares and Series E Shares to trading on the regulated market operatedby the Warsaw Stock Exchange and dematerialization of series D shares orrights to series D shares and series E shares (_quot;Issue Resolution_quot;)on the terms specified in the resolution of the Company's ManagementBoard No.61/25/IX/2023of 25 September 2023on establishing the rules for the subscription of Series D Shares andSeries E Shares.

The Company willapply for the introduction of rights to Series D Shares (if applicable)and Series D Shares to trading on the regulated market operated by theWSE on the basis of an exemption from the requirement to publish aprospectus, which allows for applying for admission to trading on theWSE regulated market, of up to 20% of the Company shares equal to theCompany shares already admitted to trading on the same regulated marketwithin a 12-month period, namely, in accordance with Article 1.5. (a) ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published in connection with apublic offer of securities or the admission of them to trading on aregulated market and repealing Directive 2003/71/EC (_quot;ProspectusRegulation_quot;).

The book-buildingprocess for Series D Shares and the Sale Shares will begin immediatelyafter the publication of this current report of the Company and thecurrent report of Echo relating to the commencement of the book-buildingprocess as part of a private subscription offer of newly issued series Dshares and series E shares and the sale of the existing shares of theCompany and will be carried out as an accelerated book-building process,in accordance with the principles described in these current reports.Pursuant to the Issue Resolution, Series E Shares will be offered toEcho or Echo's subsidiaries designated by Echo's management board by wayof a private subscription as defined in Article 431 § 2.1 of the Act of15 September 2000 - The Commercial Companies Code.

In order toparticipate in the book-building process, each investor must conclude anappropriate agreement with the Manager (unless it is already a party tosuch an agreement), regarding the order acceptance and transfer service.

Pursuantto the Issue Resolution and the Placement Agreement, the New IssueShares are issued with the exclusion of the subscription rights of theCompany's existing shareholders. The New Issue Shares and the SaleShares will be offered through a private subscription addressedexclusively to selected investors (after receiving an invitation fromthe Manager) who meet the following criteria: (i) they are qualifiedinvestors as defined in Article 2. e) of the Prospectus Regulationreferred to in Article 1. 4. a) of the Prospectus Regulation, or (ii)they are investors who purchase securities with a total value of atleast EUR 100,000 (one hundred thousand euro) per investor, referred toin Article 1.4. d) of the Prospectus Regulation ("EligibleInvestors").

Simultaneously,the Issue Resolution provides for the possibility for the shareholderswho meet the priority conditions specified in the Issue Resolution, toallocate Series D Shares in accordance with the principles specified inthe Issue Resolution. This mechanism makes it possible to prevent thedilution of the shareholdings of Eligible Investors participating in thebook-building process who held a share exceeding 0.2% of the totalnumber of shares in the Company's share capital at the end of 9September 2023, namely, at the end of the date of the registration ofparticipation in the Extraordinary General Meeting of the Company atwhich the Issue Resolution was adopted (the ownership status isdetermined individually for each shareholder, and for shareholders whoare investment funds and pension funds, it may be determined jointly forall funds managed by the same investment fund company or pensioncompany).

The issue price ofthe Series D Shares will be determined by the Company's Management Board(with the consent of the Supervisory Board of the Company) afterconsultations with the Manager based on the results of the acceleratedbook-building process.

Pursuant to theIssue Resolution, the issue price of Series E Shares will be equal tothe issue price of Series D Shares. Pursuant to the Placement Agreement,the sales price of the Sold Shares will be equal to the issue price ofthe New Issue Shares.

After thebook-building process has been completed, the Company's Management Boardwill, upon agreement with the Selling Shareholder, Echo and the Manager,select Eligible Investors to whom the Company will submit offers tosubscribe for the New Issue Shares and purchase the Sale Shares (thePreliminary Allocation List) and determine the final number of New IssueShares intended to be offered to each such investor, specifying Series DShares and Series E Shares, which may only be offered to Echo or itssubsidiaries designated by Echo's management board) and the Sale Sharesintended for sale to individual Eligible Investors, and EligibleInvestors (and, with respect to Series E Shares, Echo or itssubsidiaries designated by Echo's management board) will be required topay the issue price of the New Issue Shares subscribed for by them andthe sale price for the Sale Shares allocated to them.

The agreements forthe subscription for the New Issue Shares are expected to be concludedby Eligible Investors (or, in relation to Series E Shares, by Echo orits subsidiaries designated by Echo's management board) and paid to theaccount operated by the Manager on 4 October 2023 or around this date(detailed information on concluding agreements for subscription for theNew Issue Shares will be included in the invitation to conclude such anagreement). The funds from the issue will be released to the Companyafter registration of the increase in the Company's share capital byissuing the New Issue Shares by the registry court with the relevantjurisdiction. Pursuant to the Placement Agreement, it is expected thatthe sale of the Sale Shares will be carried out no later than the nextbusiness day after the Company publishes, in the form of a currentreport, information about the established issue price of the New IssueShares and the sale price of the Sale Shares, as part of markettransactions or in another manner as indicated by the Manager.

Pursuant to thePlacement Agreement, the Manager has agreed to provide services to theCompany, Echo and the Selling Shareholder for the purpose of placing theNew Issue Shares and selling the Sale Shares on the terms specified inthe Placement Agreement, in particular the Manager has agreed to arrangethe book-building process for series D Shares and the Sale Shares and toattract investors who will subscribe for the New Issue Shares (exceptSeries E Shares which will be offered only to Echo or its subsidiariesdesignated by Echo's management board) or purchase the Sale Shares.

The PlacementAgreement does not constitute an obligation of the Manager to purchaseor sell any financial instruments nor is it a guarantee of preparing orimplementing the introduction of the Company's financial instruments toan organized trading system, carrying out the Offer or placing the NewIssue Shares, selling the Sale Shares or any other financial instrumentsof the Company. The Placement Agreement contains standard conditionsprecedent for the Manager's obligations contained in agreements of thistype concluded in transactions similar to the Offer, includingconditions related to the occurrence of a material unfavourable changein the situation of the Company, Echo or the Selling Shareholder, aswell as setting out the conditions for its termination typical foragreements of this kind. Pursuant to the Placement Agreement, theManager is entitled to terminate it in cases specified therein, inparticular when any of the warranties or representations of the Company,Echo and the Selling Shareholder, respectively, made in the PlacementAgreement, turn out to be inconsistent with the actual state of affairsor legal position, or when the situation on the financial marketschanges significantly, adversely affecting the possibility of carryingout the Offer. The Placement Agreement also contains representations andwarranties regarding the Company, Echo and the Selling Shareholder tothe extent that such representations and warranties are usually made inparticular by issuers of securities in agreements of this type concludedin transactions similar to the Offer. Subject to the terms set out inthe Placement Agreement, the Manager and other persons specified in thePlacement Agreement will be released from liability and obligation toprovide service in respect of specific claims, liabilities or costs thatmay be claimed from or incurred by the Manager or other personsdesignated in connection with the Placement Agreement (the so-calledindemnification clause).

The Company, theSelling Shareholder and Echo have agreed not to issue, sell or offer theCompany shares without the consent of the Manager within 180 days fromthe date of registration of rights to Series D Shares (if applicable) orSeries D Shares (depending on whichever of these dates occurs earlier)in the securities accounts of Eligible Investors (or the holder ofrights to Series D Shares, if applicable), except for the exclusionscontained in the Placement Agreement in relation to each of theseentities.

_#8203;Simultaneously,the Management Board informs that the Supervisory Board of Echo, actingin the interests of Echo and respecting the investment prospects for theshareholders who are not related entities, including the minorityshareholders, consented to concluding a material transaction as definedin Article 90h. 1.1 of the Act of 29 July 2005 on public offering andconditions for introducing financial instruments to organized tradingand on public companies (_quot;Act on Public Offering_quot;) withrelated entities as defined in Article 90h. 1.2 of the Act on the PublicOffering, namely, the Company and the Selling Shareholder, in the formof concluding the Placement Agreement and a price annex to the PlacementAgreement in connection with the Offer. In the opinion of the ManagementBoard, the Placement Agreement was concluded on market terms and isjustified by Echo's interest in respecting the investment prospects ofshareholders who are not related entities, including minorityshareholders.

Legalreservations:

This currentreport has been prepared in accordance with the requirements of Article17.1 of Regulation (EU) No 596/2014 of the European Parliament and ofthe Council of 16 April 2014 on market abuse (Market Abuse Regulation)and repealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directive 2003/ 124/EC, 2003/125/EC and2004/72/EC and Article 56.1.2 of the Act of 29 July 2005 on publicoffering and conditions for introducing financial instruments toorganized trading and on public companies.

This currentreport is for information purposes only and constitutes the fulfilmentof the disclosure_#160;requirementimposed on Archicom S.A. with its registered office in Wrocław (_quot;Company_quot;)as a public company whose shares are admitted and introduced to tradingon the regulated market operated by the Warsaw Stock Exchange and (i) itis not made available to promote, directly or indirectly, the purchaseor acquisition of the Company's securities or to solicit, directly orindirectly, the purchase or acquisition thereof, and (ii) it does notconstitute advertising or promotional material prepared or published bythe Company for the purposes of promoting the Company's securities, thesubscription, purchase or offer thereof, or to solicit investors,directly or indirectly, to purchase or subscribe for such securities.

This currentreport is not an advertisement as defined in Article 22 of Regulation(EU) 2017/1129 of the European Parliament and of the Council of 14 June2017 on the prospectus to be published when securities are offered tothe public or admitted to trading on a regulated market and repealingDirective 2003/71/EC.

This currentreport and the information contained herein are not intended forpublication, announcement, posting or dissemination, directly orindirectly, in or into the United States of America, Australia, Canada,Japan, South Africa or any other country where public dissemination ofthe information contained herein may be restricted or prohibited by law.The securities referred to herein have not been and will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the United States of America except intransactions not subject to, or pursuant to an exception to, theregistration requirements of the Securities Act.This current report isnot an invitation to guarantee, underwrite, subscribe for, or otherwiseacquire or dispose of any securities in any jurisdiction.

This currentreport and the terms described herein may not constitute the basis foraction by persons other than Eligible Investors (as defined in thiscurrent report) or be used by such persons. Any investments orinvestment activities covered by this current report and the conditionsdescribed herein apply only to Eligible Investors. Apart from any dutiesand obligations that may be imposed on the Manager under applicableregulations, Powszechna Kasa Oszczedności Bank Polski Spółka Akcyjna -Oddział w Warszawie (_quot;Manager_quot;), its related entitiesand representatives do not and will not bear any liability and will notmake representations or warranties, express or implied, as to theaccuracy or completeness of this current report.

In particular,the Manager will not be liable to anyone other than Echo, the Companyand DKR Echo Investment sp. z o.o. (_quot;Selling Shareholder_quot;)in the context of providing protection to its clients, nor will theManager provide advice on the offer or sale of shares covered by thiscurrent report (_quot;Offered Shares_quot;) or on other mattersreferred to herein, to entities other than Echo, the Company and theSelling Shareholder.

Thedistribution of information about the offer or sale of the OfferedShares, including this current report, may be restricted by law incertain jurisdictions. Echo, the Company, the Selling Shareholder, theManager or their related entities have not taken any action that couldor is intended to enable the offering or sale of the Offered Shares inany jurisdiction, or to result in the possession or dissemination of anyoffer or advertising material regarding the Offered Shares, includingthis current report, in any jurisdiction where action is required forthis purpose.

This currentreport does not identify or suggest, and is not intended to identify orsuggest, the risks (direct or indirect) that may be associated with aninvestment in the Offered Shares. Any investment decision to subscribefor or purchase the Offered Shares as part of the offer or the sale ofsuch shares, must be made solely on the basis of publicly availableinformation that has not been independently verified by the Managers.

This currentreport does not constitute a recommendation regarding the investor'sdecision on the offer or sale of the Offered Shares. Each investor orpotential investor should conduct his or her own research, analysis andevaluation of publicly available information, including that describedin this current report.