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MESSAGE _ENGLISH VERSION_
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Subject: Execution of a Joint
Venture Agreement by subsidiaries of Cyfrowy Polsat S.A. and HB Reavis
Holding Cz a.s. and a Share Purchase Agreement for 50% of shares in Port
Praski City II sp. z o.o. and Port Praski Medical Center sp. z o.o.The
Management Board of Cyfrowy Polsat S.A. _the "Company"_ hereby announces
that on 21 July 2022 the Company's subsidiaries executed: _i_ a Joint
Venture Agreement _the "JV Agreement"_ by and between Port Praski City
II sp. z o.o. with its registered office in Warsaw _"PPCII"_, Port
Praski Medical Center sp. z o.o. with its registered office in Warsaw
_"PPMC"_ and Pantanomo Limited with its registered office in Limassol,
Cyprus _"Pantanomo"_, of the one part, and HB Reavis Holding Cz a.s.
with its registered office in Prague, Czech Republic _"HBR"_, of the
other part; and _ii_ a share purchase agreement for shares in PPCII and
PPMC _the "JV Companies"_ by and between Pantanomo and Port Praski City
III with its registered office in Warsaw _"PPCIII"_, of the one part,
and HBR, of the other part _the "Share Purchase Agreement" or "SPA"_.The
joint venture will be implemented by the JV Companies and will involve
the construction on and development of a property located in Warsaw,
including a joint construction of high-end office buildings, with
additional retail space _the "Project"_.The
JV Agreement governs the rules of operation of the JV Companies that
will implement the Project, including, in particular, the rules of
corporate governance of the JV Companies, financing operations of the JV
Companies as well as implementation and commercialization of the Project
by the JV Companies.The JV
Companies will be jointly controlled by Pantanomo and HBR _the
"Shareholders"_. Pursuant to the JV Agreement, each Shareholder will
directly hold 50% of shares in the JV Companies. The Shareholders have
agreed to finance capital and operating expenditures of the JV Companies
and other Project-related expenses within the time limits and in the
amounts specified in the development plan and business plan to be
adopted for the Project _the "Business Plan"_. The Shareholders will
provide financing to the JV Companies on a 50:50 basis, in the form of
share capital increases and shareholder loans.Under
the Share Purchase Agreement, Pantanomo, PPCIII and HBR have agreed,
subject to the conditions precedent specified therein, to execute an
agreement under which HBR will acquire: _i_ 50% of shares in PPCII in
total from PPCIII and Pantanomo ; and _ii_ 50% of shares in PPMC from
Pantanomo _the "Transaction"_, for the aggregate purchase price of EUR
24,300,000 _twenty four million three hundred thousand euros_, adjusted
for _i_ the amount of working capital of the JV Companies at the
Transaction closing date, and _ii_ the total office and retail usable
floor area actually constructed on the property as part of the Project.The
acquisition of shares in the JV Companies by HBR will be subject to the
satisfaction of, among other, conditions precedent such as: _i_ a
clearance of the Office of Competition and Consumer Protection _UOKiK_
for HBR and Pantanomo to establish a joint venture, and _ii_ an in-kind
contribution of the property by PPCIII to PPCII to cover the shares in
an increased share capital of this company _"Conditions Precedent"_.The
Company notes that the commencement of the Project, in addition to the
Conditions Precedent being satisfied, will require, as a next step,
relevant building permits. Therefore, the exact milestones and costs of
the Project implementation will be specified by the Shareholders in the
Business Plan at a later date.
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RB: Zawarcie przez spółki zależne Cyfrowego Polsatu S.A. umowy dot. prowadzenia wspólnego
przedsięwzięcia z HB Reavis Holding Cz a.s. oraz umowy sprzedaży 50% udziałów w Port
Praski City II sp. z o.o. oraz Port Praski Medical Center sp. z o.o.
