WDX : CR 32/2017 – Notification of conclusion of the Arrangement (‘Notification’)

Management Board of WDX S.A. based in Warsaw ('the Company'), acting on the basis of Article 70 of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (i.e. Dz. U. of 2013, item 1382, as amended, 'Public Offering Act'), informs that on 8 December 2017, pursuant to Article 87, passage 1, item 5 in connection with Article 69, passage 1, item 1 of the Public Offering Act, it received from WOHO Holdings Limited, having its registered office in Nicosia, Cyprus ('WOHO') the Notification of conclusion of the Arrangement ('Notification') concerning the Company:

NOTIFICATION OF CONCLUSION OF THE ARRANGEMENT ('NOTIFICATION')

'Acting on the basis of Article 69, passage 1, item 1 in connection with Article 87, passage 1, item 5 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (i.e. Dz. U. of 2016, item 1639, as amended 'Public Offering Act'), on behalf of WOHO Holdings Limited, having its registered office in Nicosia, Cyprus ('WOHO'), Mr. Dariusz Bąkowski and Mr. Sławomir Bąkowski hereby inform that on 7 December 2017 WOHO, Mr. Dariusz Bąkowski and Mr. Sławomir Bąkowski concluded an arrangement referred to in Article 87, passage 1, item 5 of the Public Offering Act (respectively, 'Parties' and 'Arrangement') concerning purchase of shares of WDX S.A. , having its registered office in Warsaw, entered in the register of entrepreneurs under KRS number 0000118662 ('Company'), consistent voting at the general meeting and pursuing long-term policy in respect of the Company. The arrangement was concluded under agreements, about which the Parties informed the Company with the Notification on conclusion of agreements directly related to WDX S.A. of 7 December 2017.

As a result of concluding the Arrangement, the Parties together exceeded the threshold of 75% (seventy five percent) of the total number of votes in the Company, i.e. they jointly have shares entitling to 78.46% (seventy eight and 46/100 percent) of the total number of votes. Given that, conclusion of the Arrangement did not result in changing the volume of shares of the Company held by its particular Parties.

1. VOLUME OF SHARES OF THE COMPANY BEFORE CONCLUDING THE ARRANGEMENT

Before concluding the Arrangement, the volume of the Company's shares held by particular Parties was as follows:

1. WOHO hereby declares that it did not directly nor indirectly hold any of the Company's shares,

2. Mr. Dariusz Bąkowski hereby states that he directly held 3,516,166 (three million five hundred sixteen thousand one hundred and sixty-six) shares, constituting 38.08% (thirty-eight and 8/100 percent) of the Company's share capital and entitling to 4,456,166 (four million four hundred fifty-six thousand one hundred and sixty-six) votes constituting 40.05% (forty and 5/100 percent) of the total number of votes, of which:

a. 2,576,166 (two million seventy-six thousand one hundred and sixty-six) bearer shares, each entitling to 1 (one) vote at the general meeting of the Company, constituting 27.90% (twenty-seven and 90/100 percent) of the Company's share capital and entitling to 2,576,166 (two million five hundred and seventy-six thousand one hundred and sixty-six) votes constituting 23.15% (twenty-three and 15/100 percent) of the total number of votes and b. 940,000 (nine hundred and forty thousand) registered shares, privileged with regard to voting rights in such a way that each of them entitles to 2 (two) votes at the general meeting of the Company, constituting 10.18% (ten and 18/100 percent) of the Company's share capital and entitling to 1,880,000 (one million eight hundred and eighty thousand) votes constituting 16.90% (sixteen and 90/100 percent) of the total number of votes,

3. Mr. Sławomir Bąkowski hereby states that he directly held 3,382,032 (three million three hundred eighty-two thousand and thirty-two) shares constituting 36.62% (thirty-six and 62/100 percent) of the Company's share capital and entitling to 4,274,032 (four million two hundred seventy-four thousand and thirty-two) votes constituting 38.41% (thirty-eight and 41/100 percent) of the total number of votes, of which:

a. 2,490,032 (two million four hundred ninety thousand and thirty-two) bearer shares, each entitling to 1 (one) vote at the general meeting of the Company, constituting 26.96% (twenty-six and 96/100 percent) of the Company's share capital and entitling to 2.490.032 (two million four hundred ninety thousand and thirty-two) votes constituting 22.38% (twenty two and 38/100 percent) of the total number of votes, and

b. 892,000 (eight hundred and ninety-two thousand) registered shares, privileged with regard to voting rights in such a way that each entitles to 2 (two) votes at the general meeting of the Company, constituting 9.66% (nine and 66/100 percent) of the Company's share capital and entitling to 1,784,000 (one million seven hundred eighty-four thousand) votes constituting 16.03% (sixteen and 3/100 percent) of the total number of votes.

2. VOLUME OF SHARES OF THE COMPANY AFTER CONCLUSION OF THE ARRANGEMENT

After conclusion of the Arrangement, the Parties hold together 6,898,198 (six million eight hundred ninety-eight thousand one hundred ninety-eight) shares, constituting 74,70% (seventy-four and 70/100 percent) of the Company's share capital and entitling to 8.730.198 (eight million seven hundred thirty thousand one hundred ninety-eight) votes constituting 78.46% (seventy eight and 46/100 percent) of the total number of votes, of which:

a. 5,066,198 (five million sixty-six thousand one hundred ninety-eight), bearer shares, each entitling to 1 (one) vote at the general meeting of the Company, constituting 54.86% (fifty-four and 86/100 percent) of the Company's share capital and entitling to 5,066,198 (five million sixty-six thousand one hundred ninety-eight) votes constituting 45.53% (forty-five and 53/100 percent) of the total number of votes, and

b. 1,832,000 (one million eight hundred and thirty-two thousand) registered shares, privileged with regard to voting rights in such a way that each entitles to 2 (two) votes at the general meeting of the Company, constituting 19.84% (nineteen and 84/100 percent) of the Company's share capital and entitling to 3,664,000 (three million six hundred sixty-four thousand) votes constituting 32.93% (thirty-two and 93/100 percent) of the total number of votes. Given that, the volume of the Company's shares held by particular Parties, as indicated in item 1 of this Notification, did not change as a result of concluding the Arrangement.

3.INFORMATION REQUIRED ACCORDING TO ARTICLE 69, PASSAGE 4, ITEMS 7-9 OF THE PUBLIC OFFERING ACT

As of the date of this Notification, the number of votes from shares of the Company held (directly and indirectly) by the Parties, calculated as provided for in Article 69b, passage 2 of the Public Offering Act, is equal to 0 (zero). Either Party hereby states that it is not entitled nor obliged to purchase any of the Company's shares as a holder of the financial instruments referred to in Article 69b, passage 1, item 1 of the Public Offering Act, as well as the financial instruments referred to in Article 69b, passage 1, item 2, that are executed not only by cash settlements.

As of the date of this Notification, the number of votes from shares of the Company held (directly and indirectly) by the Parties, calculated as provided for in Article 69b passage 3 of the Public Offering Act, is equal to 0 (zero). Either Party hereby states that it has no votes from shares of the Company to which the financial instruments referred to in Article 69b, passage 1, item 2 of the Public Offering Act refer indirectly or directly.

In connection with the above, the total number of votes indicated on the basis of Article 69, passage 4, items 2, 7 and 8 of the Public Offering Act was 8,730,198 (eight million seven hundred thirty thousand one hundred ninety-eight) votes, and its percentage share in the total number of votes was 78.46% (seventy-eight and 46/100 percent).

4. OTHER INFORMATION ABOUT THE PARTIES AND THE ARRANGEMENT

Either Party hereby states that, apart from the entities mentioned in item 2 of this Notification, there are no subsidiaries, nor dominant entities of the Parties that hold, directly or indirectly, shares in the Company. Either Party hereby states that neither any Party, nor any of subsidiaries or dominant entities of the Parties, is a party to any agreements, the subject matter of which is transfer of the right to exercise right to vote attached to the Company's shares as defined by Article 87 passage 1 item 3 letter c of the Public Offering Act.

Abris Capital Partners Limited is an entity exercising the ultimate control over WOHO. The control is exercised, subsequently, by the following entities: Abris CEE Mid-Market Fund III GP Limited, Abris CEE Mid-Market Fund III GP L.P. and Abris CEE Mid-Market Fund III L.P.

The Parties, acting on the basis of Article 87 passage 3 of the Public Offering Act, indicated WOHO as an entity responsible for submission of this Notification.'