RB-37-2024 Receipt of Notifications of Change in the Total Number of Votes and Share Capital of Comarch S.A.
The Management Board of Comarch S.A. hereby informs about receiving on the 29th of October, 2024, from Chamonix Investments S.à r.l., Chamonix Investments Poland sp. z o.o., Elżbieta Filipiak, Anna Pruska, Michał Pruski, Maria Filipiak, Janusz Jeremiasz Filipiak and Anna Prokop, hereinafter jointly referred to as the "Parties to the Agreement" and Chamonix Holdings S.à r.l., Chamonix Holdings Jersey Limited, CVC Capital Partners IX (A) L.P. as entities directly/indirectly dominant over the following Parties to the Agreement – Chamonix Investments S.á r.l. and Chamonix Investments Poland sp. z o.o. – in such a way that: (i) Chamonix Holdings S.á r.l. is the sole shareholder of Chamonix Investments S.á r.l., and indirectly the parent entity of Chamonix Investments Poland sp. z o.o., (ii) Chamonix Holdings Jersey Limited is the sole shareholder of Chamonix Holdings S.á r.l., and indirectly the parent entity of Chamonix Investments S.á r.l. and Chamonix Investments Poland sp. z o.o., (iii) CVC Capital Partners IX (A) L.P. is the direct parent entity of Chamonix Holdings Jersey Limited, and indirectly the parent entity of Chamonix Holdings S.ár.l., Chamonix Investments S.á r.l. and Chamonix Investments Poland sp. z o.o., hereinafter jointly referred to as the "Dominant Entities", notifications of changes in the share in the total number of votes and the share capital of Comarch S.A.
Pursuant to art. 69 sec. 1 and sec. 2, art. 69a in conjunction with art. 87 sec. 1 item 5 in connection with art. 87 sec. 1 item 6 and art. 87 sec. 3 and art. 77h sec. 3 of the Act of the 29th of July, 2005, on public offering and conditions for introducing financial instruments to an organized trading system and on public companies, as part of the notifications made, the following was reported:
- exceeding by Chamonix Investments Poland sp. z o.o. directly (and - indirectly - by Chamonix Investments S.à r.l. and each of the Dominant Entities) the threshold of 33 and 1/3% of the total number of votes at the General Meeting of the Company,
- change in the previously held share in the total number of votes at the General Meeting of the Company by at least 2% by: (a) individually, Elżbieta Filipiak, Anna Pruska, Maria Filipiak, Janusz Jeremiasz Filipiak and Chamonix Investments Poland sp. and (b) the Parties to the Agreement jointly (and indirectly through the Dominant Entities),
- a change in the previously held share in the total number of votes at the General Meeting of the Company by at least 1% by the Parties to the Agreement jointly (and indirectly through the Dominant Entities) and
- the number of shares acquired in the call to subscribe for the sale of all remaining Comarch S.A. shares and the percentage share in the total number of votes achieved as a result of the call.
According to the notification received, as part of the announced tender offer, Chamonix Investments Poland sp. z o.o., as the only Party to the Agreement acquiring shares in the tender offer, acquired a total of 5,106,069 ordinary bearer shares entitling to exercise a total of 5,106,069 votes, representing a total of 62.77% of the Company's share capital and 33.74% of the total number of votes in the Company, as a result of which: (i) Chamonix Investments Poland sp. z o.o. individually reached 62.77% of the Company's share capital and 33.74% of the total number of votes in the Company, (ii) the Parties to the Agreement jointly reached 98% of the Company's share capital and 98.91% of the total number of votes in the Company.
The content of the notifications received is attached.
Chamonix_Investments_Poland_sp_z_o_o
Chamonix_Investments_S_a_r_l_oraz_Chamonix_Holdings_S_a_r_l
Chamonix_Jersey_Holdings_Limited_oraz_CVC_Capital_Partners_IX_A