Fabrity Holding S.A

M&A Activity • Mar 25, 2021

Executionof a Term Sheet Agreement for the acquisition of a factoring entity

TheManagement Board of Aforti Holding S.A., with its registered office inWarsaw, hereinafter referred to as the "Company" or the "Issuer", inreference to ESPI Current Report No. 17/2021 dated 3 March 2021, informsthat today, i.e. 24 March 2021, the preliminary non-binding offer forthe purchase of a factoring company operating on the Croatian market(hereinafter referred to as the "Factor") was accepted and the Partiesentered into a Term Sheet Agreement on, inter alia, the following termsand conditions :-the parties will work together to obtain the approval of the Croatianregulator to conclude the transaction,-the Selling Party and the Factor shall act in the best interest of theCompany and shall not materially change its business,-all credits and loans of Faktor shall be repaid by the time ofconclusion of the share purchase agreement

TheIssuer has indicated the book value of Factor's equity plus a negotiatedEBITDA multiplier as the settlement price for the acquisition of up to100% of the shares.

Thesigning of the Term Sheet Agreement by both parties to the transactionconstitutes the beginning of the process of negotiating the final SharePurchase Agreement (SPA). The preliminary date for concluding thecompletion of the transaction is scheduled for 30 August 2021.

Theacquisition of the entity from the Croatian market is aimed at jointachievement of the effect of synergy and obtaining the best possibleeconomic results from the conducted investment project.