WDX : CR 29/2018 – Disclosure of delayed confidential information (intermediate stages of the process extended over time)

The Management Board of WDX S.A. ('the Company', 'the Issuer') based in Warsaw, acting on the basis of Article 17, passage 4 of the Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ('MAR Regulation'), discloses three delayed confidential information identified in the Company, each of them constituting - according to Art. 7, passage 4 of the MAR Regulation - an indirect stage of the process extended over time: I. Confidential information no. 1 concerning adoption of resolution no. 1/2017 of 17 August 2017 by the Board of WDX S.A., concerning the interest in the offer of sale of 50% (fifty percent) of shares of Feralco SAS, Route de Troyes, Zone Industrielle, 51120 Sezanne, France ('Feralso SAS') in the share capital in Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz, for the benefit of WDX S.A., its initial approval of the method and the amount, as well as consent to enter into negotiations of this offer and all other terms and conditions of purchase of shares of Feralco SAS indicated in this offer along with entering into these negotiations,

in connection with which the following confidential information was identified in the Company on 17 August 2017:

'The Management Board of WDX S.A. based in Warsaw ('the Company'), acting on the basis of Article 17, passage 1 of the Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014, No. 173, p. 1 with later amendments, 'MAR Regulation'), informs that on 17 August 2017 it adopted resolution no. 1/2017 concerning: expressing interest in the offer of sale of 50% (fifty percent) of shares of Feralco SAS, based in Sezanne, France ('Feralso SAS') in the share capital in Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz, for the benefit of WDX S.A., its initial approval of the method, i.e. that WDX S.A. is interested in purchasing all Feralco SAS shares indicated in the offer - subject to agreement of all conditions of this purchase between the parties, as well as approval of the amount and consent to enter into negotiations of this offer and consent to all other terms and conditions of purchase of Feralco SAS shares indicated in this offer along with entering into these negotiations.

The Company will inform in subsequent current reports about any further actions taken in this case, in particular about reaching agreement between WDX S.A. and Feralco SAS within the scope of all the terms and conditions of purchase of the aforementioned shares';

II. Confidential information no. 2 concerning adoption of resolution no. 1/2017 on 22 November 2017 on expressing consent for WDX S.A. to purchase from Feralco SAS, Route de Troyes, Zone Industrielle, 51120 Sezanne, France, 27.770 (twenty seven thousand seven hundred seventy) shares in the share capital of Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz at ul. Szczawińska 54/58 for the total amount of EUR 728.000, constituting 50% of this share capital, as well as consent for WDX S.A. to enter with Feralco SAS into the agreement for the sale of these shares for the benefit of WDX S.A., to terminate the previous cooperation between WDX S.A. and Feralco SAS and to conclude with Feralco SAS the agreement, under which this cooperation will be terminated

, in connection with which the following confidential information was identified in the Company on 22 November 2017:

'The Management Board of WDX S.A. based in Warsaw ('the Company'), acting on the basis of Article 17, passage 1 of the Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014, No. 173, p. 1 with later amendments, 'MAR Regulation'), informs that on 22 November 2017 it adopted resolution no. 1/2017 on expressing consent to: 1) purchase of 27.770 (twenty seven thousand seven hundred seventy) shares in the share capital of Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz at ul. Szczawińska 54/58 by WDX S.A. from Feralco SAS, for the total amount of 728.000 EUR, constituting 50% of this share capital, as well as consent for WDX S.A. to enter with Feralco SAS into the agreement for the sale of these shares for the benefit of WDX S.A. at least on the following conditions: a) WDX S.A. will pay the amount of EUR 728,000 only one time; b) the law applicable to this agreement will be Polish law;

2) as a result of the consent referred to in item 1 above, it expresses its permission to terminate the previous cooperation between WDX S.A. and Feralco SAS and for WDX S.A. to enter with Feralco SAS into the agreement, under which this cooperation will be terminated, at least on the following conditions: a) the following agreements will be terminated: the Shareholder's Agreement between WDX S.A.

and Feralco SAS of 3 July 2000 and the Distribution Agreement between WDX S.A. and Feralco SAS of 23 June 2000;

b) Feralco SAS will give its consent to continue operations by the company currently operating under the business name of Wandalex-Feralco Sp. z o.o. based in Zgierz, in the current scope and on the basis of existing principles;

c) Feralco SAS, at least until 31 December 2020, will provide for the benefit of WDX S.A. the following commercial services: - Feralco SAS will deliver for the benefit of WDX S.A. connectors manufactured by Feralco, on the price terms same as those agreed between the Parties as at May 2017 that may be changed in the event of change in the price of steel (and subject to other necessary adjustments); - Feralco SAS will deliver for the benefit of WDX S.A. calculations of loads for construction at the request of WDX S.A., on the basis of the same prices and other conditions valid in 2017 between the Parties (subject to other necessary adjustments); and - Feralco SAS will provide for WDX S.A. access to calculation software of Feralco SAS currently used by WDX S.A. and maintenance of these services (in accordance with the terms and conditions specified by Feralco SAS)

- provided that the consent for purchase of 27,770 (twenty seven thousand seven hundred seventy) shares in the share capital of Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz at ul. Szczawińska 54/58 by WDX S.A. from Feralco SAS, for the total amount of EUR 728, 000, will be expressed by the Supervisory Board of WDX S.A., in accordance with § 30, passage 1, item 8 of the Articles of Association of WDX S.A.

The Company will inform in subsequent current reports about any further actions taken in this case, in particular about entering into the aforementioned agreements';

III. Confidential information no. 3 concerning adoption of resolution no. 1 of 27 November 2017 by the Supervisory Board of WDX S.A., concerning its consent for WDX S.A. to purchase from Feralco SAS, Route de Troyes, Zone Industrielle, 51120 Sezanne, France, 27.770 (twenty seven thousand seven hundred seventy) shares in the share capital of Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz at ul. Szczawińska 54/58 for the total amount of EUR 728.000, constituting 50% of this share capital, as well as consent for WDX S.A. to enter with Feralco SAS into the agreement for the sale of these shares for the benefit of WDX S.A., and resolution no. 2 of the Supervisory Board of WDX S.A. of 27 November 2017 on expressing consent to terminate the previous cooperation between WDX S.A. and Feralco SAS and for WDX S.A. to conclude with Feralco SAS the agreement, under which this cooperation will be terminated

, in connection with which, the Board of WDX S.A. was identified in the Company on 29 November 2017

'The Management Board of WDX S.A. based in Warsaw ('the Company'), acting on the basis of Article 17, passage 1 of the Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L. of 2014, No. 173, p. 1 with later amendments, 'MAR Regulation'), informs that on 27 November 2017: The Supervisory Board of WDX S.A. adopted:

1) on the basis of § 30, passage 1, item 8 of the Articles of Association of WDX S.A. resolution no. 1 on expressing consent for WDX S.A. to purchase from Feralco SAS, Route de Troyes, Zone Industrielle, 51120 Sezanne, France (hereinafter referred to as 'Feralco SAS'), 27,770 (twenty seven thousand seven hundred seventy) shares in the share capital of Wandalex-Feralco spółka z ograniczoną odpowiedzialnością based in Zgierz at ul. Szczawińska 54/58, for the total amount of EUR 728,000, constituting 50% of this share capital, and for WDX S.A. to enter with Feralco SAS into the agreement for the sale of these shares for the benefit of WDX S.A. at least on the following conditions:

a) WDX S.A. will pay the amount of EUR 728,000 only one time; b) the law applicable to this agreement will be Polish law; 2) as a result of the consent referred to in item 1 above, resolution no. 2 on expressing consent to terminate the previous cooperation between WDX S.A. and Feralco SAS and consent for WDX S.A. to conclude with Feralco SAS the agreement, under which this cooperation will be terminated, at least on the following conditions:

a) the following agreements will be terminated: the Shareholder's Agreement between WDX S.A. and Feralco SAS of 3 July 2000 and the Distribution Agreement between WDX S.A. and Feralco SAS of 23 June 2000;

b) Feralco SAS will give its consent to continue operations by the company currently operating under the business name of Wandalex-Feralco Sp. z o.o. based in Zgierz, in the current scope and on the basis of existing conditions;

c) Feralco SAS, at least until 31 December 2020, will provide for the benefit of WDX S.A. the following commercial services: - Feralco SAS will deliver for the benefit of WDX S.A. connectors manufactured by Feralco, on the price terms same as those agreed between the Parties as at May 2017 that may be changed in the event of change in the price of steel (and subject to other necessary adjustments); - Feralco SAS will deliver for the benefit of WDX S.A. calculations of loads for construction at the request of WDX S.A., on the basis of the same prices and other conditions valid in 2017 between the Parties (subject to other necessary adjustments); and - Feralco SAS will provide for WDX S.A. access to calculation software of Feralco SAS currently used by WDX S.A. and maintenance of these services (in accordance with the terms and conditions specified by Feralco SAS).

The Company will inform in subsequent current reports about any further actions taken in this case, in particular on entering into the aforementioned agreements'. As indicated above, each of the above confidential information is an intermediate stage of the process extended over time, in accordance with Article 7, passage 4 of the MAR Regulation. The offer of purchase of 27,770 shares in the share capital of Wandalex-Feralco Sp. z o.o. based in Zgierz, (95-100) at ul. Szczawińska 54/58, constituting 50% of its share capital, by WDX S.A. was submitted to the Issuer by Feralco SAS, Route de Troyes, Zone Industrielle, 51120 Sezanne, France ('Feralco SAS'). In the Issuer's opinion, the delay in announcing each of the aforementioned confidential information, did not mislead the public, since no information regarding the Company's interest in purchasing 50% of the share capital of Wandalex-Feralco Sp. z o.o. based in Zgierz, and Feralco SAS's will to sell them was available in the public domain.

Moreover, the delayed announcement of the aforementioned confidential information meets the conditions specified in the MAR Regulation also owing to the fact that its immediate disclosure would interfere with legally reasonable interests of the Issuer through a possible negative impact on results of negotiations. Immediate disclosure of information on these negotiations could have resulted in a situation in which WDX S.A. would lose the possibility to acquire sole ownership of Wandalex-Feralco Sp. z o.o. (the Issuer had 50% of shares in its share capital) and thereby would lose the possibility to decide about further investments in this company, whose implementation has impact on sales and provision of services by WDX S.A. with regard to trade storage racks, as well as would lose the possibility to obtain a full control over the functioning of this company, should the competitors of WDX S.A. acquire knowledge of any intention to sell these shares and enter into negotiations with Feralco SAS in this respect, undermining WDX S.A.'s efforts. At the same time, according to the Company, public announcement of any of the concerned confidential information would result in a negative perception of unsuccessful transaction by the market - should the sale of these shares fail to succeed - which, in consequence, would result in a possible loss of the market position and status by WDX S.A. At the same time, one should point out that, in accordance with § 30, passage 1, item 8 of the Articles of Association of WDX S.A. the consent of the Supervisory Board to undertake the transaction of purchase of the aforementioned shares was also required.

Owing to the fact that the Issuer entered with Feralco SAS into the agreement for the sale of 27,770 shares in the share capital of Wandalex-Feralco Sp. z o.o. for the amount of EUR 827,000 and - as a consequence - concluded the agreement terminating cooperation between WDX S.A. and Feralco SAS under the existing conditions and in the existing form - about which he informed in the current report no. 28/2017 of 4 December 2017 - the reason for further delay in announcing any of the aforementioned confidential information disappeared, therefore, there are no grounds for their further delay.

At the same time, the Company ensured confidentiality of information covered by this report.

Pursuant to the content of Article 17, passage 4, third paragraph of MAR, immediately after publication of this report the Company informs the Financial Supervision Authority about the delay in disclosing any of the aforementioned confidential information, indicating that conditions for such a delay were met.