As the Issuer has previously informed the esteemed investors, last year the Issuer has concluded a contract of contribution in kind with Taródy Operatív Korlátolt Felelősségű Társaság (registered seat: 9028 Győr, Külső Veszprémi út 6 ., corporate registry number: 08-09-031617; hereinafter: “Taródy Operatív”) to acquire a quota of INICIÁL AUTÓHÁZ Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság (registered seat: 9028 Győr, Külső Veszprémi utca 6.; corporate registry number: 08-09-010382; hereinafter: “INICIÁL”) of HUF 20,000,000 nominal value, representing 20% of its equity (“Quota”) by the Issuer. 

Pursuant to such contract of contribution in kind, Taródy Operatív shall make available the Quota to the Issuer as non-pecuniary contribution. As consideration for the payment of the Quota and the arrears arising from the sale of the previous quota of 60% of ICL Autó Kft the Issuer issued a total of 10,049,568 new “C” series dematerialized ordinary shares with a nominal value of HUF 12.50 per share in the framework of the capital stock increase, and these shares has been introduced to the regulated market of BÉT.

The Issuer also informed the respected investors that Taródy Operatív made the following

commitment in respect of the share package, received in consideration for the contribution in kind, which will be in effect 21 May 2025

1. the ordinary shares may be sold only after 31 May 2021; 
2. the annual quantity sold may not exceed one third of the quantity of ordinary shares; 
3. the quantity allowed to be sold daily may not exceed 20% of the average daily liquidity of 180 days; 
4. the minimum sales price shall be 85% of the of the 30-day average price, under the proviso that no sales offer may be submitted which is 10% lower than the day trade opening price (this restriction shall apply to both stock exchange transactions and OTC transactions); 
5. the issuer is entitled to a pre-emption right which it can enforce in an otc transaction

As of today, it has been modified as follows:

1. the ordinary shares may be sold only after 31 May 2022; 
2. After 31 May 2022 until 31 May 2025 shares may be sold under the following condition:

• the annual quantity sold may not exceed one third of the quantity of ordinary shares; 
• the quantity allowed to be sold daily may not exceed 20% of the average daily liquidity of 180 days; 
• the minimum sales price shall be 85% of the of the 30-day average price, under the proviso that no sales offer may be submitted which is 10% lower than the day trade opening price (this restriction shall apply to both stock exchange transactions and OTC transactions); 

3. the issuer is entitled to a pre-emption right which it can enforce in an OTC transaction and in addition, after 31 May 2022, until 31 May 2026, Taródy Operatív Kft. has the right to sell and the Issuer the right to buy 50% of the shares.

Budapest, 21 May 2021.
AutoWallis Nyrt.