RB 21/2018

Subject: Conclusion of a preliminary agreement on the sale of shares in Dotcard limited liability company (exit from investment in Dotpay and eCard)

Legal basis: Legal basis Legal basis: art. 17 sec. 1 confidential information

MCI Capital S.A. with its registered office in Warsaw (“MCI”), informs that the MCI.PrivateVentures Fundusz Inwestycyjny Zamknięty (Closed Investment Fund) with a separate MCI.EuroVentures 1.0. subfund. (“MCI PV”, “Seller”) on 19 June 2018, concluded, among other things, with Nets Denmark A/S with its registered office in Lautrupbjerg 10, DK-2750 Ballerup, Denmark (“Purchaser”), a multilateral preliminary sale agreement by the Seller to the Purchaser, all 754 (in words: seven hundred and fifty four) shares held by the Seller in the share capital of Dotcard limited liability company with registered office in Warsaw, Plac Europejski 1, 00-844 Warsaw), entered into the register of entrepreneurs of the National Court Registry, maintained by the District Court for the capital city of Warsaw, 10000629532 (“Company”), constituting 75.40% of shares in the share capital of the Company (“Preliminary Sales Agreement”) (“Shares”).

The Company holds 18.912.180 shares in the share capital of eCard Spółka Akcyjna (joint stock company) („eCard”) with its seat in  w Warszaw, ul. Senatorska 11, 00-043 Warszawa), entered into the register of entrepreneurs of the National Court Registry, maintained by the District Court for the capital city of  12th Commercial Division of the National Court Register under number 0000042304, constituting  100% of shares in the share capital of eCard.

eCard owns 4,000 shares in the share capital of Dotpay limited liability company (“Dotpay”) with its registered office in Kraków, ul. Wielicka 72, 30-552 Cracow, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for Cracow- Śródmieście (Central Cracow) in Cracow, 11th Commercial Division of the National Court Register under No. 0000700791, representing 100% of shares in the share capital of Dotpay.

The estimated Seller’s sale price shall amount to PLN 255 million, the final value depends on the fulfillment of conditions indicated in the Preliminary Sales Agreement, including, among other things, on the date of entry into force of the Sales Agreement and shall be provided by MCI in a separate current report.

The execution of the agreement for the sale of shares by the Seller and the Purchaser is dependent on the fulfillment of conditions set out in the Preliminary Sales Agreement, including, among other things, obtaining  appropriate approvals or no objection from the Head of the Office for Competition and Consumer Protection and the Financial Supervision Commission for the purchase of Shares by the the Purchaser.

MCI holds directly and indirectly 94.53% of investment certificates in MCI PV.

Dotpay and eCard are domestic payment institutions that combine an offer of a licensed settlement agent with a payment services integrator to form one of the leaders of the Polish e-payment market, offering buyers comprehensive payment services tailored to the most demanding business models in the omni-channel model (online and offline). Dotpay and eCard have 15 years of experience in the payment market, employ around 100 workers in Warsaw and Cracow and render services to over 30.000 customers in all branches of  the payment market.

The terms of the Preliminary Sales Agreement do not differ from the terms of transactions of that type.

Tomasz Czechowicz – President of the Management Board,

Ewa Ogryczak – Vice-President of the Management Board,