Conclusion ofInvestment Agreement
The ManagementBoard of Aforti Holding S.A. with its registered office in Warsaw(hereinafter the _quot;Issuer_quot;) in reference to the ESPI 3/2022 currentreport dated 10 January 2022 informs that today the Issuer together withits subsidiary Aforti Collections S.A. (hereinafter: _quot;Investor_quot;) enteredinto an Investment Agreement with the shareholders of For-Net S.A. basedin Krakow (hereinafter: _quot;Company_quot;), in which the parties specified theterms and conditions for making an investment in the Company, consistingof the acquisition by Aforti Collectons S.A. 100% of For-Net S.A. sharesworth over 11 million PLN in exchange for the acquisition of new issueshares in the increased share capital of Aforti Collections S.A. by theexisting shareholders of the Company, and its financing.
The investmentwill be realised upon fulfilment of the following conditions:
- For-NetInwestycje sp. z o.o. will enter into an agreement for the purchase ofthe Company's Series R Bonds;-The Company shall terminate all cooperation agreements with entitiesrelated to the shareholders of the Company, except for agreementsconcerning accounting services and agreements for the lease of premises;-The Company's General Meeting of Shareholders will adopt resolutions on:the election of a new Supervisory Board of the Company; the increase ofthe share capital through the issue of new shares to be offeredexclusively to the Investor;-TheCompany will conclude with For-Net Inwestycje sp. z o.o. a loanagreement with the content and conditions accepted by the Investor;-The Investor shall enter into an agreement with the Company for thesubscription of new issue shares;-The Investor's General Meeting shall adopt appropriate resolutions;-no material adverse change will occur by the closing date.
In addition, theParties in the Investment Agreement have also established:
-principles ofcorporate governance including non-competition and personal powers ofappointment of members of the Supervisory Board.-restrictionson disposal of the Investor's shares (each shareholder of the Companywho is a party to the Investment Agreement is subject to a prohibitionon disposal and encumbrance of new issue shares of the Investor until 30May 2025);-priority right to purchase the Investor's shares for the Issuer if aparty to the Investment Agreement intends to sell them until 30 May 2027.
_#160;TheParties shall have the right to withdraw from the Investment Agreementin the event of non-performance of its provisions by another Party. Thedetailed principles and manner of implementation of the individual jointactions referred to above will be determined in separately concludedagreements.
The Company has anestablished position on the Polish market and specialises in providingservices to securitisation funds and entities from the financial sector._#160;The acquisition of an entity from the debtcollection industry by a subsidiary of the Issuer is related to the nextstage of activities aimed at further implementation of the strategy ofthe Issuer's Capital Group.
The Issuer willinform about further stages of the investment in relevant currentreports.