Comarch S.A., with its registered seat in Kraków (“Issuer”, “Company”), acting pursuant to Article 17(1) of the Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”), hereby informs about the signing on the 16th of July, 2024, of the transaction agreement ("Transaction Agreement") with Aspa sp. z o.o. (“Investor”) in connection with the intention of the Investor to acquire all existing ordinary shares of the Company (“Transaction”) as part of a tender offer for the sale of all existing ordinary shares of the Company to be announced by the Investor in agreement with certain shareholders of the Company (“Tender Offer”).
The Investor is an entity controlled by CVC Capital Partners, one of the leading global private equity funds. According to the Transaction Agreement, immediately after the publication of this current report, the Investor will publish a notice of the intention to announce the Tender Offer.

The Transaction Agreement regulates the key issues related to the Company's operations until the completion of the Tender Offer, which are expected to allow the Investor to proceed with the Tender Offer and the Transaction based on the current assessment by the Investor of the Company's and its capital group's operations in the ordinary course of business. The Transaction Agreement also regulates certain actions of its parties in relation to extraordinary events or circumstances concerning the Company which, if they occurred, could undermine the economic rationale of the Transaction.

Furthermore, the Company, acting pursuant to Article 17(1) of MAR, hereby discloses delayed inside information concerning the granting on the 10th of May, 2024, access to CVC Advisers (Polska) sp. z o.o. and its advisors to key documentation regarding the Company and its capital group for the purpose of due diligence in connection with the potential investment in the Company (“Inside Information”).

Reasons for the delay of the Inside Information
In the Company's assessment, at the time of deciding to delay the disclosure of Inside Information, it met all the conditions specified in MAR. The delay in disclosing the Inside Information was justified by the need to protect the legitimate interest of the Issuer.

The Company decided to delay the disclosure of the aforementioned Inside Information because, in the Company's assessment, its immediate disclosure could harm the legitimate interest of the Company, i.e., disclosing the Inside Information to the public could lead to the Investor withdrawing from the investment, thereby preventing the Company from acquiring a new investor who in the Company’s opinion could support its development and strategic activities and increase the scale of its operations. Moreover, immediate disclosure of the Inside Information could lead to a misinterpretation of the information by the public, including investors and shareholders of the Company, and cause unjustified changes in the Company's share price.

The Company considered that there was no reason to believe that delaying the transmission of the Inside Information could in any way mislead the public, especially considering that the Company had not previously disclosed any information regarding the matters to which Inside Information relate.
In the Company's assessment, the confidentiality of the Inside Information was ensured through the implementation of internal procedures for the circulation and protection of information at the level of the Company's capital group, which included, among others, creating a list of persons having access to the Inside Information in accordance with the requirements of Article 18 of MAR. This list was continuously monitored and updated as necessary.

The direct cause of the Company's disclosure of Inside Information was the conclusion of the Transaction Agreement.
In accordance with Article 17(4) of MAR, the Company will inform the Financial Supervision Authority about the delay in the transmission of the Inside Information to the public along with the reasons for the delay immediately after the publication of this current report.

Legal basis: Article 17(1) of MAR, Article 17(4) of MAR