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CFI HOLDING S.A.: Disclosure of Delayed Inside Information Concerning a Subsidiary of the Issuer. Information Regarding the Issuer’s Subsidiary.

The Management Board of CFI Holding S.A., headquartered in Wrocław (hereinafter also referred to as the “Issuer”), hereby discloses to the public information whose disclosure was delayed pursuant to Article 17(1) and (4) of Regulation (EU) 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 (MAR Regulation).

Pursuant to Article 17(4) of the MAR Regulation, the disclosure of the confidential information in question was delayed on 6 November 2024.

Content of the delayed Confidential Information:

The Management Board of CFI Holding S.A., headquartered in Wrocław (hereinafter also referred to as the “Issuer”), announces that on 6 November 2024 it became aware of the filing at the District Court for Łódź-Śródmieście in Łódź, 14th Commercial Division for Bankruptcy and Restructuring Cases, of motions to open rehabilitation proceedings of a subsidiary of the Issuer, i.e. Central Fund of Immovables Sp. z o.o., filed by the management boards of the companies: Efekt-Hotele S.A., Lider Hotel Sp. z o.o., Korporacja Gospodarcza “efekt” S.A., as well as of the decision issued on 5 November 2024 in case LD1M/GR/16/2024 to secure the debtor’s assets, which is Central Fund of Immovables Spółka z ograniczoną odpowiedzialnością, by appointing a temporary court supervisor.

In the opinion of the Management Board of the Issuer’s subsidiary, the above applications are devoid of any factual and legal basis and constitute an expression of a corporate dispute that arose between former members of the Management Board of Korporacja Gospodarcza “efekt” S.A. and Lider Hotel Sp. z o.o. and Efekt-Hotele S.A., among others with CFI Holding S.A., regarding an unlawful attempt to take control of the Capital Group Korporacja Gospodarcza “efekt” S.A. by the former members of the management board of that entity, namely Mr. Tomasz Bujak, Mr. Grzegorz Cetera, and Ms. Dominika Wiesiołek-Picyk.

The Management Board of the Issuer will take actions aimed at the immediate dismissal of the proceedings initiated by the above applications, which, in the opinion of the Management Board of Central Fund of Immovables Sp. z o.o., have solely the character of corporate blackmail aimed at destabilizing the Capital Group of CFI Holding S.A. and paralyzing the activities of Central Fund of Immovables Sp. z o.o., which forms the core of the Capital Group of CFI Holding S.A., including deliberate actions detrimental to the Issuer and shareholders of CFI Holding S.A., caused by Mr. Tomasz Bujak, Mr. Grzegorz Cetera, and Ms. Dominika Wiesiołek-Picyk.

Reasons justifying the delay in disclosure of the Confidential Information:

According to the Management Board of the Issuer, the delay in disclosure of the confidential information met, at the time of the decision to delay, the conditions set out in the MAR Regulation.

In the opinion of the Management Board of the Issuer, immediate disclosure of the confidential information at that stage of the proceedings could have violated the legitimate interests of the Issuer, its subsidiary, and the CFI Holding Capital Group, as well as the interests of the shareholders and stakeholders of the company, as it would have led, among others, to significant fluctuations in the share price, in a situation where, according to the Issuer’s Management Board, there were no real and justified grounds for the filing by Korporacja Gospodarcza “efekt” S.A. and Lider-Hotel Sp. z o.o. and Efekt-Hotele S.A. of motions to open rehabilitation proceedings against Central Fund of Immovables Sp. z o.o., since these motions were based on fabricated, unreliable, and incomplete information and documents, which knowingly misled the Court by the person representing the applicants, and as a consequence, disclosure of this information to the public would only mislead the market about the actual situation, which was the result of deliberate actions detrimental to the CFI Holding Capital Group by Mr. Tomasz Bujak, the former Vice-President of the Management Board of CFI Holding S.A. and its subsidiaries and simultaneously the Vice-President of the Management Board of Korporacja Gospodarcza “efekt” S.A. at that time, with whom the CFI Holding Capital Group and part of the shareholders of Korporacja Gospodarcza “efekt” S.A. remain in conflict. These actions were undertaken around June/July 2024 (date of restructuring motions submission) during the General Meetings of Korporacja Gospodarcza “efekt” S.A., which included changes in the composition of key bodies such as the Supervisory Board and Management Board of that entity, aimed solely at causing market confusion and paralyzing the CFI Holding Capital Group, as confirmed by numerous court rulings in cases arising from the corporate conflict within Korporacja Gospodarcza “efekt” S.A.

It should also be added that the settlements between Central Fund of Immovables Sp. z o.o. and Lider Hotel Sp. z o.o. and Efekt-Hotele S.A. mainly resulted from annexes to lease agreements concluded by Mr. Tomasz Bujak with himself, signed on behalf of all above entities by Mr. Tomasz Bujak, increasing the liabilities of Central Fund of Immovables Sp. z o.o., which the company was not realistically able to fulfill, as evidenced by the fact that the alleged arrears towards Lider Hotel Sp. z o.o. and Efekt-Hotele S.A. arose while Mr. Tomasz Bujak was still President of the Management Board of Central Fund of Immovables Sp. z o.o., who being the sole representative of the company did not settle these liabilities because they were simply impossible to fulfill and represented a planned and deliberate attempt to create liabilities on the part of Central Fund of Immovables Sp. z o.o.

Payment proceedings brought by Lider-Hotel Sp. z o.o. and Efekt-Hotele S.A. before the District Court in Łódź, 10th Commercial Division against Central Fund of Immovables Sp. z o.o. concerning claims for lease rents, which were indicated as the basis for the motions to open rehabilitation proceedings, were dismissed, and payment orders issued in summary proceedings were revoked by decisions issued on 16 October 2024 (whose finality was confirmed by decisions of 3 January 2025). Consequently, the District Court for Łódź-Śródmieście in Łódź, 14th Commercial Division dismissed the proceedings to open rehabilitation proceedings of Central Fund of Immovables Sp. z o.o. initiated by the above-mentioned entities.

Immediate disclosure of the above confidential information about the filing of unfounded motions to open rehabilitation proceedings of Central Fund of Immovables Sp. z o.o., of which the Issuer became aware only on 6 November 2024, in the absence of any justified grounds for the motions and the justified belief of the Management Boards of the Issuer and its subsidiary about the immediate dismissal of the proceedings due to their obvious lack of merit, would have destabilized the current operations of Central Fund of Immovables Sp. z o.o. and could have significantly affected the Issuer’s value, the financial results of the CFI Holding Capital Group, and the perception of services provided by the company’s contractors and market participants, consequently leading to an improper market assessment of this information and its potential impact on the Issuer’s share value.

Additionally, the Issuer’s actions and decisions limited potential speculation on the Issuer’s shares, which, in the opinion of the Management Board, was also one of the reasons for filing the motions to open rehabilitation proceedings by Mr. Tomasz Bujak, who, along with associates, is an active participant in the capital market experienced in using similar practices.

At the same time, the Issuer notes that despite the decision issued by the District Court for Łódź-Śródmieście, 14th Commercial Division for Bankruptcy and Restructuring Cases, securing the debtor’s assets by appointing a temporary court supervisor, this body, regardless of formal circumstances, after reviewing the documentation submitted by the Management Board of the Issuer’s subsidiary, has not taken any actions towards Central Fund of Immovables Sp. z o.o. that would affect the company’s current operations. The delay in confidential information did not mislead the market in this respect.

The confidential information was delayed until the Issuer was informed of the final dismissal of the rehabilitation proceedings against Central Fund of Immovables Sp. z o.o. in case LD1M/GR/16/2024, which took place on 17 February 2025.

Information regarding the Issuer’s subsidiary:

In view of the above, Central Fund of Immovables Sp. z o.o. also discloses that on 17 February 2025 it was informed of the final dismissal of the rehabilitation proceedings against Central Fund of Immovables Sp. z o.o. conducted under case no. LD1M/GR/16/2024, initiated by Mr. Tomasz Bujak on behalf of Korporacja Gospodarcza “efekt” S.A. by the District Court for Łódź-Śródmieście, 14th Commercial Division for Bankruptcy and Restructuring Cases, which also handled consolidated cases from motions by Lider Hotel Sp. z o.o. – dismissed on 20 January 2025, and Efekt-Hotele S.A. – dismissed on 11 December 2024.

Pursuant to Article 17(4) MAR, the Issuer will inform the Polish Financial Supervision Authority (KNF) about the delay in disclosure of the confidential information along with a written explanation confirming fulfillment of the conditions for such delay.