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Archicom S.A.

Major Shareholding Notification Apr 22, 2021

5505_rns_2021-04-22_037afbcf-c8b0-4f9a-a7e6-eeee23b93bd4.pdf

Major Shareholding Notification

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Notifying party:

WING IHC Zrt. Máriássy utca 7 1095 Budapest, Hungary (hereinafter referred to as the "Notifying Party")

Archicom S.A. ul. Gen. Romualda Traugutta 45 50-416 Wrocław, Poland

Komisja Nadzoru Finansowego ul. Piękna 20 00-549 Warsaw, Poland

NOTIFICATION

Pursuant to (i) Article 69a Section 1 Item 3 in conjunction with (ii) Article 69 Section 1 Item 1 of the Polish Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to the Organized Trading System and Public Companies of 29 July 2005 (the "Public Offering Act"), the Notifying Party gives notice of the indirect acquisition by the Notifying Party of 16,945,487 shares in Archicom S.A. with its registered office in Wrocław, Poland (the "Company") carrying the right to 21,039,375 votes at the general meeting of shareholders of the Company (the "Shares"),

Date and type of the event resulting in the change in the shareholding to which this 1. notification relates

The indirect acquisition of the Notifying Party results from the acquisition by Echo Investment S.A. having its registered office in Kielce, Poland ("Echo"), a subsidiary of the Notifying Party within the meaning of the Public Offering Act, of shares representing 100% of the share capital of and votes in, respectively, DKR Investment sp. z o.o. with its registered office in Wrocław, Poland and DKR Invest S.A. with its registered office in Wrocław, Poland (the "DKR Companies"), which together hold the Shares (where DKR Investment sp. z o.o. holds 12,101,537 shares, carrying the right to 16,195,425 votes and DKR Invest S.A. holds 4,843,950 shares, carrying the right to 4,843,950 votes).

The indirect acquisition of the Shares occurred on 22 April 2021 as a result of the execution, on the said day of 22 April 2021, of the final share purchase agreement relating to the shares in DKR Companies executed between Echo as the buyer and Rafał Jarodzki, Dorota Jarodzka-Sródka, and Kazimierz Sródka as the sellers, further to the preliminary share purchase agreement dated 17 February 2021 among the same parties (the "Completion").

  1. in the share capital of the Company as well as the number of votes attached to such shares and their percentage share in the total number of votes

Prior to the Completion, the Notifying Party did not hold, directly, any shares in the Company.

  1. Number of currently held shares and their percentage share in the share capital of the Company and the number of votes attached to such shares and their percentage share in the total number of votes

Upon the Completion and as at the date of this notification, the Notifying Party indirectly holds, through Lisala sp. z o.o., Echo and DKR Companies: 16,945,487 shares representing in aggregate approximately 66.01% of the Company's share capital, carrying in aggregate 21,039,375 votes at the general meeting of shareholders of the Company, constituting approximately 65.99% of the aggregate number of votes in the Company, out of which:

  • (i) 4,843,950 are series A ordinary bearer shares, representing approximately 18.87% of the Company's share capital, carrying in aggregate 4,843,950 votes at the general meeting of shareholders of the Company, constituting approximately 15.20% of the aggregate number of votes in the Company, admitted to trading at the main market of the Warsaw Stock Exchange, held directly by DKR Invest S.A .;
  • (ii) 8,007,649 are series A ordinary bearer shares, representing approximately 31.19% of the Company's share capital, carrying in aggregate 8,007,649 votes at the general meeting of shareholders of the Company, constituting approximately 25.12% of the aggregate number of votes in the Company, admitted to trading at the main market of the Warsaw Stock Exchange, held directly by DKR Investment sp. z o.o .; and
  • (iii) = 4,093,888 are series B1 registered shares privileged as to voting rights, each such share carry two votes at the general meeting of the Company, carrying in aggregate 8,187,776 votes at the general meeting of the Company, representing approximately 15.95% of the entire share capital of the Company and approximately 25.68% of the aggregate number of votes in the Company, held directly by DKR Investment sp. z o.o.

4. Subsidiaries of the Notifying Parties who hold shares in the Company

There are no subsidiaries of the Notifying Party other than DKR Companies with respect to which the Notifying Party is an indirect dominant entity via Lisala sp. z o.o. and Echo that hold any shares in the Company.

5. Persons referred to in Article 87 Section 1 Item 3 Letter c) of the Act on Public Offering

The Notifying Party is not a party to any agreement on the rights to exercise the voting rights vested in the Company's shares, within the meaning of Article 87 Section 1 Item 3 Letter o of the Public Offering Act.

  1. The number of votes attached to the shares, calculated in the manner specified in Article 69b Section 2 of the Act on Public Offering, which the Notifying Parties are authorised or required to acquire as the holders of the financial instruments referred to in Article 69b Section 1 Item 1 of the Act on Public Offering and the financial instruments referred to in Article 69b Section 1 Item 2 of the Act on Public Offering, and which are not exercised exclusively by way of a cash settlement, the type or name of such financial instruments. the date of expiry thereof and the date or other deadline within which the shares may or will be acquired

The Notifying Party does not hold any financial instruments which after their maturity date entitle or oblige their holder unconditionally to acquire shares, to which rights to vote are attached, already issued by the Company, referred to in Article 69b Section 1 Item 1 of the Public Offering Act.

  1. Number of votes attached to the shares, calculated in the manner specified in Article 69b Section 3 of the Act on Public Offering, to which the financial instruments referred to in Article 69b Section 1 Item 2 of the Act on Public Offering relate, directly or indirectly, the type or name of such financial instruments and the date of expiry of such financial instruments

The Notifying Party does not hold any financial instruments related, directly or indirectly, to the Company's shares that give rise to any economic consequences similar to consequences of the financial instruments specified in Article 69b Section 1 Item 1 of the Public Offering Act, referred to in Article 69b Section 1 Item 2 of the Public Offering Act.

  1. The sum of the number of votes indicated in sections 3,6 and 7 above, and the percentage share thereof in the total number of votes

Due to the fact that the Notifying Party does not hold any financial instruments referred to in Article 69b Section 1 Items 1 and 2 of the Public Offering Act, the total number of votes in the Company, as well as the total percentage share in the total number of votes in the Company, referred to in Article 69 Section 4 Item 9 of the Public Offering Act, correspond to the number of votes attached to shares of the Company and the percentage share in the total number of votes in the Company as specified in section 3 above.

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For and on behalf of WING IHC Zrt.
By:
Full
Name:
Noah M. Steinberg
Position: CEO

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