Fabrity Holding S.A

M&A Activity • Mar 3, 2021

Providingan initial non-binding offer to acquire a factoring entity

TheManagement Board of Aforti Holding S.A. with its registered office inWarsaw, hereinafter referred to as the "Company" or the "Issuer" informsthat yesterday, i.e. on 02 March 2021, the Issuer submitted to afactoring company operating on the Croatian market (hereinafter referredto as the "Factor") a non-binding preliminary offer to acquire up to100% of its shares or to become a majority shareholder by acquiring newshares issued to the Issuer.

TheIssuer indicated as the settlement price for the acquisition of up to100% of the shares the book value of Faktor's equity adjusted fornon-recurring events as at the closing date; Faktor's equity as at 31December 2020 after due diligence was approximately EUR 5.25 million.

Incase of acquisition of new shares in the share capital of Faktor, theIssuer indicated the condition of being the majority shareholder ofFaktor as a result of the transaction and the condition of concluding aninvestment agreement with the current shareholders containing, amongothers:-Investmenthorizon set on 3 years level;-Drag Along and Tag Along Option;-pre-emptive rights giving the shareholder the right to purchaseadditional shares in any future issue;-Pre-emptive rights giving the shareholder the right to purchase sharesfrom another shareholder before they are made available to the public ;-clauses describing the possibility and conditions of taking the companypublic through the IPO process;

Thedelivery of the Initial non-binding offer constitutes the start of thenegotiation process. The aim of the undertaken activities is to jointlyachieve the effect of synergy and obtain the best possible economicresults from the conducted investment project.

Thecompletion of the transaction depends on the outcome of negotiations onthe terms of the potential transaction, as well as on the provisions ofthe agreement on the acquisition or capital increase and on the approvalof the local market regulator in Croatia.

Detailedprinciples and manner of implementation of individual joint actionsreferred to above shall be determined in separately concluded agreements.