RB-25-2024 Position of the Management Board of Comarch S.A. with its registered office in Kraków dated the 26th of August, 2024 regarding the Tender Offer to subscribe for the sale of Comarch S.A. shares announced on the 12th of August, 2024
RB-25-2024 Position of the Management Board of Comarch S.A. with its registered office in Kraków dated the 26th of August, 2024 regarding the Tender Offer to subscribe for the sale of Comarch S.A. shares announced on the 12th of August, 2024 by Chamonix Investments s.a.r.l., Chamonix Investments Poland sp. z o.o. (formerly Aspa sp. z o.o.), Elżbieta Filipiak, Anna Pruska, Michał Pruski, Maria Filipiak, Janusz Jeremiasz Filipiak and Anna Prokop
The Management Board of Comarch S.A. with its registered office in Kraków, acting under Article 80 sec. 1 and 2 of the Act of the 29th of July, 2005, on public offering and conditions for introducing financial instruments to organised trading and on public companies ("Act"), presents attached its position, together with the grounds for this position, regarding the tender offer to subscribe for the sale of ordinary bearer shares ("Tender Offer") of Comarch Spółka Akcyjna with its registered office in Kraków, announced on the 12th of August, 2024, by Chamonix Investments S.á r.l., Chamonix Investments Poland sp. z o.o. (formerly Aspa sp. z o.o.), Elżbieta Filipiak, Anna Pruska, Michał Pruski, Maria Filipiak, Janusz Jeremiasz Filipiak and Anna Prokop as parties to the agreement referred to in art. 87 sec. 1 item 5 of the Act, on the basis of art. 73 sec. 1 in conjunction with art. 87 sec. 1 items 5 and 6 and art. 91 sec. 5 of the Act and the provisions of the Regulation of the Minister of Finance of the 23rd of May, 2022 on the templates of calls to subscribe for the sale or exchange of shares in a public company, the method and procedure for submitting and accepting subscriptions in the call and permissible types of security.
In order to determine whether the price proposed in the Tender Offer corresponds to the fair value of the shares of Comarch S.A., the Management Board, acting under art. 80 sec. 3 of the Act, also requested mInvestment Banking S.A. ("mInvestment Banking") to prepare an independent opinion on the price offered for the shares of Comarch S.A. in the Tender Offer, which is subject to the reservations and assumptions specified therein ("Opinion on the Share Price"). On the 22nd of August, 2024, mInvestment Banking presented the Management Board with an independent Opinion on the Share Price, which the Management Board presents in the attachment.