In accordance with Sections 55 of Act CXX of 2001 on the Capital Market and to comply with the disclosure requirement set out in Annex 4 in PM Decree No. 24/2008. (VIII. 15.), AutoWallis Nyrt. (registered seat: 1055 Budapest, Honvéd utca 20.; hereinafter: “Company”) hereby informs market participants as follows.

The Board of Directors of the Company, based on the authorization granted in the General Meeting Resolution 14/2023. (IV.28.) as of January 26, 2024, made a decision with Board Resolution No. 1/2024. (I.26.) to increase the Company’s share capital by issuing new shares, with the final commitment statement being made available to the Company on the day of its provision.

The Company, within the framework of the capital increase, will issue a total of 46,416,938 new ‘C’ series registered, dematerialized ordinary shares, each with a nominal value of 12.5 HUF and an issuance value of 122.8 HUF. The issuance value corresponds to the average price of the Company’s shares traded on the Budapest Stock Exchange during the trading days from December 27, 2023, to January 25, 2024.

The increase in the share capital will be carried out in exchange for contribution in cash.

The Board of Directors has designated Wallis Tőkeholding Zártkörűen Működő Részvénytársaságot (company registration number: 01-10-142206; registered seat: 1055 Budapest, Honvéd utca 20.; hereinafter referred to as ‘WTH’) for the increase of the share capital and for undertaking the full subscription of the new ordinary shares to be issued, which has made a preliminary commitment statement for this purpose.

Based on Section 3:297 (2) of the Civil Code, the Board of Directors – under the authorization granted in General Meeting Resolution No. 14/2023. (IV.28.) – has excluded the shareholders of the Company from their preemptive rights to subscribe to the shares, with the justification that the rapid completion of the capital increase is necessary due to the condition set by WTH, which requires the Company to decide on the capital increase by no later than February 2, 2024. This is because WTH will participate in the capital increase only under this condition. Additionally, WTH is a strategic investor of the Company, which will make the contribution in cash to the Company only under specified conditions. This capital injection significantly contributes to maintaining a stable financial background necessary for the execution of the Company’s growth plans and is in alignment with them.

Within the framework of the capital increase, the amount corresponding to the nominal value of the shares to be issued will be allocated to the Company’s share capital, and the amount exceeding this will be allocated to the Company’s capital reserves.

As a result of the above, the share capital of AutoWallis Nyrt. will increase by an amount of 580,211,725 HUF, from 6,162,998,850 HUF to 6,743,210,575 HUF, and the number of ordinary shares will increase from 493,039,908 to 539,456,846.

Based on Section 3:294 (2) of the Civil Code, the Board of Directors has amended and adopted the Company’s Articles of Association in accordance with the above provisions in relation to the capital increase, on the day of the full subscription of the shares and the making of the final commitment statement.

After the making of the final commitment statement, the Company will proceed with the procedures related to the creation and registration of the shares at KELER and the court of registration, as well as the introduction of the shares to the regulated market of the Budapest Stock Exchange.

WTH has undertaken an unconditional and irrevocable commitment to the Company that it will not sell or lend any of the new shares – neither in stock exchange nor in over-the-counter transactions – within 12 months following the value date of the creation of the new shares.[1]

[1] This commitment does not apply, mutatis mutandis, to AutoWallis shares held on or before the value date of the creation of the new shares or acquired after the value date.