CFI Holding S.A.

Legal Proceedings Report • Dec 19, 2022

Conclusionof an annex and agreement on additional financial arrangements to asignificant agreement concluded by a subsidiary of the IssuerManagementBoard of CFI Holding S.A. with its registered office in Wrocław(hereinafter also referred to as: _quot;Issuer_quot; or _quot;Company_quot;), with referenceto the content of Current Report No. 19/2021 of November 22, 2021,announces that on December 16, 2022 (in the evening) he received fromthe company Central Fund of Immovables Sp. z o. o. with its registeredoffice in Łódź, a notification with a complete set of documents for theannex and an agreement on additional financial arrangements to asignificant agreement which the issuer's subsidiary concluded onDecember 15, 2022 before the notary public Rafał Lewandowski in Warsawwith a commercial law company based in Warsaw operating in thedeveloper, unrelated to the Issuer, hereinafter referred to in thisreport as the _quot;Contractor_quot;. In the annex to the preliminary, conditionalreal estate sale agreement of November 19, 2021 and the Agreement onadditional financial arrangements (financial settlements) between theParties, under which the Issuer's subsidiary undertook to sell to theCounterparty:a)perpetual usufruct rights together with the ownership right tobuildings, structures and other facilities located on plots of land witha combined area of approx. located in Wrocław, precinct 0001 StareMiasto, at ul. Trzemeska no. 4, 6, 8 and 10, for which the DistrictCourt for Wrocław-Krzyków in Wrocław, 4th Land and Mortgage RegistryDepartment keeps the land and mortgage register No. WR1K/00098309/9 andseparated into a new register perpetual;b)the perpetual usufruct right to the plot number 15/7 with an area of0.0128 ha, located in Wrocław, precinct 0001 Stare Miasto, at LegnickaStreet, for which the District Court for Wrocław-Krzyków in Wrocław, 4thLand and Mortgage Register Department keeps the land and mortgageregister no. WR1K/00115097/5 along with the ownership right to thebuildings and devices erected on it;hereinafterreferred to as the _quot;Annex to the preliminary, conditional real estatesale agreement_quot;, and the agreement on additional financial arrangements(financial settlements of the Parties) - hereinafter referred to as the_quot;Agreement_quot;.Theabove-described Annex to the preliminary, conditional property saleagreement and the Agreement were concluded, among others, in inconnection with the fact that the Issuer's subsidiary started andconducted talks with other entities interested in purchasing theabove-mentioned real estate and submitted initial offers for thepurchase of the above-mentioned real estate, enabling the saletransaction to be completed in the coming months, as well as expressingconsent for contractual remuneration specified by the Counterparty, asto the readiness to withdraw the right to purchase these propertiesunder the conditions set out in the Agreement, along with the submissionof relevant applications to section III of the Land and MortgageRegister regarding the deletion of the claims entered therein for thebenefit of the Counterparty.Theparties agreed that the condition for withdrawing at any time by theIssuer's subsidiary from the conclusion of the preliminary conditionalsale agreement and enabling the Issuer's subsidiary to conclude anappropriate agreement with another selected buyer will be:-obligation to return the advance paid by the Counterparty in the amountof PLN 31,980,000 gross (including VAT at the rate of 23%) directly tothe Counterparty's bank account-purchase by the Issuer's subsidiary of the documentation held, includingthe rights to the documentation obtained by the Counterparty and relatedto the investment planned by the Counterparty on real estate located inWrocław at ul. Trzemeska 4-6-8, covered by a preliminary conditionalsale agreement for the amount of PLN 1,953.00 net plus VAT-payment by the Issuer's subsidiary to the Counterparty of compensationfor expressing consent to the termination, withdrawal and transfer ofall rights of the Counterparty to another entity interested inpurchasing the above-mentioned real estate, with the amount ofcompensation due to the Counterparty amounting to _#189; (one-half) of theamount constituting the difference surplus between the sale price in thenet amount agreed in the contract concluded with the new buyer of theabove-mentioned real estate, and the amount of PLN 44,265,000(forty-four million two hundred and sixty-five thousand zlotys) net,with the proviso that the amount of the Compensation shall not exceed:PLN 1,100 PLN 000.00 (say: one million one hundred thousand zlotys) net.Inconnection with the above, e.g. in order to enable the Issuer'ssubsidiary to conclude an appropriate agreement with another selectedbuyer of the above-mentioned real estate, in accordance with the contentof the above-described Annex to the preliminary conditional real estatesale agreement, the parties changed the final date by which the PromisedSale Agreement will be concluded - from January 15 two thousand andtwenty-four (January 15, 2024) as of April 30, two thousand andtwenty-three (April 30, 2023), as well as introduced the possibility foreach of the Parties to withdraw from the concluded conditionalpreliminary sale agreement by making additional, appropriate financialsettlements resulting from the concluded additional Agreement and theAnnex.Asa consequence of the above-described change regarding the Final Date ofthe Promised Sale Agreement, the parties decided in the content of theabove-described Annex to the preliminary, conditional real estate saleagreement to change the deadline for the final geodetic division of plotNo. 15/6 and the assumption for the plots created as a result of thedivision of the land and mortgage register, by replacing the date ofDecember 31, 2023 (thirty-first December two thousand and twenty-three)with March 30, 2023 (thirty-March two thousand and twenty-three).Theobligation to pay the remuneration in the amount of PLN 1,953,900 netplus VAT, together with any interest and other costs, was secured forobtaining consent for the Contractor to transfer to the Issuer'ssubsidiary all rights to documentation for these properties, which wasadditionally secured by a statement of the subsidiary of the Issuer onsubjecting it to voluntary enforcement pursuant to art. 777 § 1 item 5)of the Code of Civil Procedure.Inthe case of concluding a preliminary agreement with a third party, theIssuer's subsidiary undertook to ensure that the agreement concludedwith the third party stipulated the obligation for the third party topay an advance on the remuneration in the amount not lower than PLN31,980,000, determining the method of advance payment in this way insuch a way that the amount of PLN 31,980,000 will be paid by a thirdparty to the Counterparty's bank account to satisfy claims for theadvance paid by the Counterparty on account of the sale price under thepreliminary, conditional real estate sale agreement of November 19, 2021.Theremaining provisions of the Annex to the preliminary conditional realestate sale agreement and the Agreement do not differ from the terms andconditions of this legal action commonly performed on the market.