VITA 34 AG (XTRA:V3V) entered into a Business Combination Agreement to acquire Polski Bank Komórek Macierzystych S.A. (WSE:BKM) (PKBM) from AOC Health GmbH, Jakub Baran, Tomasz Baran and others for approximately PLN 840 million on May 31, 2021. Transaction to be carried out by way of a contribution in kind at an exchange of 1.3 new Vita 34 shares in exchange for one (1) share of PBKM. Under the transaction, AOC Health GmbH will sell 5.743221 million shares representing 62.4% stake, Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. will sell 1.282201 million shares representing 13.93% stake and Jakub Baran will sell 0.395875 million shares representing 4.3% stake. Major PBKM shareholders have already agreed to contribute to Vita 34 a total of 6.363170 million PBKM shares (representing approximately 69.13% of the current share capital of PBKM).

The combined Group will be listed on the Frankfurt Stock Exchange, with Vita 34 as the listed parent company. These shareholders include (inter alia) AOC Health GmbH, Jakub Baran, President and Chief Executive officer of the PBKM Management Board, and Tomasz Baran, Vice President and Deputy Chief Executive officer of the PBKM Management Board. The new Vita 34 shares to be issued under the Proposed Transaction shall be created by way of a capital increase in kind still to be resolved upon by Vita 34's shareholders. For purposes of resolving the capital increase, Vita 34 will convene an extraordinary general meeting for July 13, 2021, with the ordinary annual general meeting originally scheduled for June 30, 2021 to be postponed and likely to take place in the fourth quarter of 2021.

At the extraordinary general meeting, Vita 34's share capital shall be increased by up to €12.280560 million against contribution in kind by issuing up to 12,280,560 no-par value registered shares. Completion of the Exchange Offer is subject to a number of conditions, including the achievement of a minimum acceptance level of 95% of PBKM's outstanding shares, approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), the absence of any material adverse change and no material adverse infringements occurring at PBKM.

Transaction has been approved by the Supervisory Board of Vita 34 AG. The Management Board PBKM intends to support the Proposed Transaction and recommend to the PBKM shareholders to accept the Exchange Offer. As of July 13, 2021, the shareholders of Vita 34 AG approved the required capital increase in connection with the proposed business combination with Polski Bank Komórek Macierzystych S.A. at the virtual extraordinary general meeting. The capital increase was resolved with a majority of 87.63% of the valid votes cast. Transaction is subject to minimum tender of 95%. As of December 21, 2021, VITA 34 AG announce squeez out for about 2% stake in PLN 104.4 per share.

The capital increase against contributions in kind with the exclusion of shareholders' subscription rights has a volume of up to €12.280560 and enables the creation of up to 12,280,560 new Vita 34 shares. As of September 20, 2021, German Federal Financial Supervisory Authority (Bundesanstalt for Finanzdienstleistungsaufsicht) and Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) approved the transaction and offering period started. Offering period will end of October 18, 2021. Transaction is expected to complete by the end of October 2021. As on October 11, 2021, Vita 34 extended the acceptance period under its exchange offer for all shares in Polski Bank Komórek Macierzystych S.A. to November 2, 2021. The Exchange Offer is now expected to be settled on November 15, 2021. As of November 9, 2021, all closing conditions under the voluntary public exchange offer by Vita 34 addressed to the shareholders of Polski Bank Komrek Macierzystych S.A., Warsaw ("PBKM") have been fulfilled or waived. As of November 11, 2021, the shareholders of PBKM have now also cast a very clear positive vote in favor of the planned share exchange with an acceptance rate of 97.98%. Following the completion of the exchange offer on November 2 and the fulfilment of all closing conditions, we and also the PBKM Management Board members consider the progress of the transaction to date to be on target. Our goal is to create the new Group with Vita 34 AG as the parent company as early as 2021. Christian Aders and Florian Starck of ValueTrust Financial Advisors SE acted as financial advisors to VITA 34 AG. Jacek Zawadzki, Pawel Rymarz, Monika Kierepa and Marek Kanczew of Rymarz Zdort acted as the legal advisors to Polski Bank Komórek Macierzystych.

VITA 34 AG (XTRA:V3V) completed the acquisition of Polski Bank Komórek Macierzystych S.A from from AOC Health GmbH, Jakub Baran, Tomasz Baran and others on November 15, 2021.