In accordance with Sections 55 and 56 of Act CXX of 2001 on the Capital Market and in order to comply with the disclosure requirement set out 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 Company’s public offering of shares was launched on 25 October 2021, as part of which the retail sale (hereinafter: Retail Sale) of shares began on 25 October 2021 in accordance with the prospectus dated 14 October 2021 (hereinafter: Prospectus) and was closed at 12:01 a.m. on 28 October 2021 , while the institutional sale (hereinafter: Institutional Sale) took place between 25 October 2021 and 9 November 2021, i.e. persons who qualify as institutional investors in the meaning of the Prospectus were able to submit their share subscription applications during this period (hereinafter: Institutional Sale Period).

In accordance with the Prospectus, the allotment relating to the public offering of shares took place within 2 workdays from the end of the Institutional Sale Period, i.e. no later than 11 November 2021. Furthermore, the selling price of the new shares to be issued as part of the public offering of shares was also determined no later than 11 November 2021.  

The Company determined a selling price of HUF 117 per unit for the new shares in agreement with OTP Bank Nyrt. as lead-manager (hereinafter: Lead-manager).

During the course of allotment, the Company and the Lead-manager adopted the following decisions in accordance with the provisions of the Prospectus:

• the maximum amount available for Retail Sale was increased in such a way that a total amount of HUF 500,000,000 was regrouped from the maximum amount available for Institutional Sale;

• the maximum amount available for Retail Sale increased through the rearrangement was raised by an additional 25% and oversubscription was accepted up to this increased issue value, as a result of which the final maximum issue value for Retail Sale was HUF 2,500,000,000;

• the maximum amount available for Institutional Sale reduced through the rearrangement was raised by an additional 25% and oversubscription was accepted up to this increased issue value, as a result of which the final maximum issue value for Institutional Sale was HUF 7,500,000,000.

As a result, (i) a total of 64,102,564 units of shares were distributed among institutional investors as part of the Institutional Sale for a total issue value of HUF 7,499,999,988 at a price of HUF 117 each; and (ii) a total of 21,367,521 units of shares were distributed among retail investors as part of the Retail Sale for a total issue value of HUF 2,499,999,957 at a price of HUF 117 each. Given that the selling price was lower than the maximum price, the difference was returned to retail investors as set out in the Prospectus within 7 days from the date of closure of the placement process, i.e. no later than 16 November 2021.

The settlement of the new shares, i.e. the crediting of new shares to the investors’ securities accounts, is expected to take place with a value date of 24 November 2021, and this is also the date when the shares will be admitted to trading on the Budapest Stock Exchange. Investors subscribing for shares as part of the Retail Sale will be notified of the crediting of new shares allocated to them to their securities accounts in accordance with the provisions of the Lead-manager’s General Terms and Conditions. The Lead-manager will inform institutional investors about the amount allocated to them as part of the Institutional Sale using the contact method specified in the framework agreement concluded with institutional investors.

Additionally, the Company hereby informs market participants that, having regard to their admission to trading on the Budapest Stock Exchange (hereinafter: BSE), the 15,400,000 units of ordinary shares with ISIN code HU0000185665 and a nominal value of HUF 12.5 each as specified in the Prospectus will be converted to ordinary shares with ISIN code HU0000164504 and a nominal value of HUF 12.5 each (already traded on the BSE) on a 1:1 basis (hereinafter: Conversion).

The planned value date of the Conversion is 24 November 2021, which is the same date as the first trading day of the converted shares (D-day or FTD).

In the course of the Conversion, only those shareholders will be entitled to ordinary shares with ISIN code HU0000164504 who possessed ordinary shares with ISIN code HU0000185665 (closing position) at the end of the day preceding the planned value date of the Conversion (23 November 2021).

The process of conversion is as follows, as agreed with KELER Zrt.:

Day D-1, 23 November 2021:

In accordance with the regulations of KELER Zrt., this is the last day when account transactions involving ordinary shares with ISIN code HU0000185665 are permitted.

This date is the “effective date” of the event.

Only those shareholders will be entitled to ordinary shares with ISIN code HU0000164504 at D-day who possess ordinary shares with ISIN code HU0000185665, i.e. a closing position.

D-day, 24 November 2021:

When the clearing system of KELER Zrt. opens on day “T”, the appropriate number of ordinary shares with ISIN code HU0000185665 will be automatically removed from the accounts concerned and ordinary shares with ISIN code HU0000164504 (already being traded) will be credited to the accounts concerned.

KELER Zrt. will transfer any limitations or transfer restrictions on the cancelled ordinary shares with ISIN code HU0000185665 to the new ordinary shares with ISIN code HU0000164504 (already being traded) and will automatically delete any pending items relating to the cancelled ordinary shares with ISIN code HU0000185665.

An announcement for account managers detailing the tasks associated with the conversion will be published by KELER Zrt. via the KID system during the period following this announcement.

This publication is not qualified as advertising according to the EU Regulation No. 1129/2017. Related to the information contained in this publication the Company has published a prospectus prepared pursuant to EU Regulation No. 1129/2017 and approved by the NBH. The prospectus is publicly available on the website of the Budapest Stock Exchange (https://www.bet.hu/newkibdata/128621182/AutoWallis_Osszevont%20Tajekoztato_jovahagyott_alairt.pdf), on the website of the NBH

(https://kozzetetelek.mnb.hu/downloadkozzetetel?id=661680&did=K461665/2021), on the website of the Company

(https://www.autowallis.hu/hu/reszvenyjegyzes), and on the website of the OTP Bank Plc., as lead-manager (https://www.otpbank.hu/portal/hu/AutoWallis_Reszvenyjegyzes).

The approval of the prospectus by the NBH does not mean the approval of the securities to be offered or the offering of those on the regulated market. In order to fully understand the potential risks and benefits of the relevant investment decision it is expedient for the investors to read the prospectus after its publication, prior to making an investment decision regarding the public offering of the shares, and prior to making an investment decision, it is worth to carefully consider the legal, taxation or pay-off consequences of a possible investment in the Company and its securities, including the benefits of the investment and the relevant risks. The Company draws the attention to the fact that the Company and its representatives assume no responsibility for investment decisions based on the conclusions drawn by investors, for its detrimental legal consequences or financial losses.

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