Suspension of the strategic options review process

The Management Board of Orzeł Biały S.A. (hereinafter: “The Company”) hereby announces that The Company decided to suspend the process of reviewing the available strategic options and to suspend activities related to the implementation of the contract with ING Bank N.V. London Branch (hereinafter: “ING”) until it is determined whether the conditions precedent for the performance of a conditional share purchase agreement for the shares of NEF Battery Holdings S.a.r.l. (hereinafter: “Conditional Agreement”), which agreement involves the indirect acquisition of The Company’s shares constituting 60.55% of the share capital of The Company by ZAP Sznajder Batterien S.A. with its registered office at Piastów (hereinafter “The Buyer”) from PineBridge New Europe Partners II-A, L.P. The Company announced the conclusion of the Conditional Agreement on March 1, 2019 in Current Reports Nos 2/2019 and 3/2019.

The decision to suspend the process of reviewing strategic options is a consequence of the receipt by The Company of the notification of the conclusion of the Conditional Agreement, which, once the conditions precedent for its implementation have been met, will result in indirect purchase by The Buyer of a majority share holding of The Company. Additionally, on March 21, 2019, The Company received information from ING that as part of its strategic options review process, The Company had not received any binding offers to acquire 100% of The Company’s shares.

Depending on whether the conditions precedent to the Conditional Agreement are met, The Company shall decide whether to terminate or resume the review process of the available strategic options and it shall decide to terminate or continue the contract with ING.

The Company obtained the consent of the Supervisory Board of The Company as of July 5, 2017 to take steps to review the strategic options available to The Company with a view to its further development. In addition, the Supervisory Board recommended and accepted the retainer of ING as a financial advisor to support the Management Board Companies with the above-described review of strategic options, which The Company announced in the Current Report No 31/2017 of July 5, 2017. The Company informed about the course of the strategic options review process in Current Reports Nos 34/2017 of December 5, 2017, 20/2018 of August 17, 2018 and in periodic reports.

Legal basis: Article 17 Para. 1 MAR

Time: 11:17 hrs.

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