WDX : CR 30/2017 – Notification of signing agreements relating directly to WDX S.A.

Management Board of WDX S.A. , having its registered office in Warsaw ('the Company') acting on the basis of Article 17, passage 1 of the Regulation of the European Parliament and the European Council (EU) No. 596/2014 on transgressions on the market and repealing Directive 2003/6/EC of the European Parliament and the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014 No. 173, p. 1, as amended, hereinafter referred to as 'MAR'), informs that on 8 December 2017 it received from WOHO Holdings Limited, based in Nicosia, Cyprus ('WOHO') the following Notification:

NOTIFICATION OF SIGNING AGREEMENTS RELATING DIRECTLY TO WDX S.A.

'We hereby inform that on 7 December 2017 the following agreements were signed, directly related to WDX S.A. based in Warsaw, entered in the register of entrepreneurs under KRS number 0000118662 ('the Company') ('Agreements'):

1. A significant shareholder of the Company, Mr. Dariusz Bąkowski, entered into an investment agreement with WOHO Holdings Limited, based in Nicosia, Cyprus ('WOHO'), a subsidiary of Abris CEE Mid-Market Fund III L.P. ('Investment Agreement'),

2. Mr. Dariusz Bąkowski entered into a shareholders' agreement with WOHO ('Shareholders Agreement').

3. Other significant shareholder of the Company, Mr. Sławomir Bąkowski, entered with WOHO into a contract for sale of stocks issued by the Company ('Sale Agreement').

In connection with entering into the Agreements, WOHO, Mr. Dariusz Bąkowski and Mr. Sławomir Bąkowski act pursuant to an arrangement referred to in 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) ('Arrangement').

As part of the Agreements the parties of the Arrangement envisaged that WOHO will announce a call for subscription for the sale of all shares in the Company ('Call'). According to the Agreements the price per one share of the Company in the Call will be PLN 14.88, and the Call will be announced subject to relevant consents of competent authorities in Poland, Serbia and Macedonia.

In the event that the Call succeeds the parties of the Arrangement intend to take actions in order to revert the shares of the Company from book-entry to a documentary form (elimination of dematerialisation of shares) and taking shares of the Company from the regulated market. In particular, in the case of achieving at least 90% of the total number of votes in the Call, the Parties of the Arrangement do not rule out the possibility to start the squeeze-out procedure.

Other conditions of the Agreements determined by the above Investment Agreement are, among others, basic conditions of cooperation between its parties and conditions on which its parties intend to make a common investment in the Company. According to the Investment Agreement, the goal of its parties is to ensure that WOHO and Mr. Dariusz Bąkowski will be the only shareholders of the Company once the transaction is closed.

The Sale Agreement also determines the conditions of cooperation between the parties for the purpose of executing the transaction of purchase of all shares, as well as the final terms for Mr. Sławomir Bąkowski to exit from the investment in the Company, i.e. sale or his Shares for the benefit of the Calling entity. The above Investment Agreement and the Sale Agreement stipulate that the Calling entity will purchase any Shares, respectively from Mr. Dariusz Bąkowski and Mr. Sławomir Bąkowski, for the share price equal to the share price in the Call.

Additionally, on 7 December 2017 the Shareholders' Agreement was signed, which regulates the issues relating to cooperation between WOHO and Mr. Dariusz Bąkowski after the acquisition of control over the Company. The Shareholders' Agreement determines issues typical for this kind of agreements signed by co-owners of private companies

WOHO Information In addition, WOHO, as a 100% subsidiary of Abris CEE Mid-Market Fund III L.P., informs that in connection with signing the Agreements, Abris CEE Mid-Market Fund III L.P. completed analyses of the Company's situations, that were supposed to evaluate the merits of the potential investment in the Company'.

In connection with the received notification the Company informs that it is not a party to any of the Agreements, nor does it have any rights or obligations based thereon.

After the announcement of the Call, the Company's Board will take all legal steps with regard to this Call, as provided by the law.