Report ESPI 10/2021

ACQUISITION OF 5% OF SHARES IN THE SHARE CAPITAL OF SOLENERGA SP. Z O.O. BERG HOLDING S.A.

The Management Board of Berg Holding S.A. with its registered seat in Katowice [Company, Issuer] in reference to the current report ESPI no. 77/2020 dated December 10, 2020, regarding the conclusion of the term sheet concerning the Issuer’s investment in Solenerga Sp. z o.o. with its registered seat in Warsaw [Solenerga], informs that the Company entered into a legally binding investment agreement [Agreement], whereby the Issuer purchased from the previous shareholder Solenerga 40 shares of that company, representing 1% of its share capital, and took up 160 shares of Solenerga representing 4% of its share capital as a part of the increase of the share capital.

Pursuant to the Agreement, the Issuer agreed to pay the price for the acquired and subscribed shares in Solenerga, partly in cash and partly by making a contribution in kind in the form of 125,000 shares in NETSU SA owned by the Issuer.

The parties have also agreed that within four months from the date of registration by the Registry Court of the changes resulting from the provisions of the Agreement concerning, among other things, an increase in the share capital, Solenerga will be transformed into a joint-stock company and then steps will be taken to introduce the shares to trading on the NewConnect market.

Solenerga is a renewable energy solutions provider in the field of smart home solutions. The company is a direct contractor of photovoltaic installations and a distributor of equipment and devices. The Parties to the Agreement will conduct commercial activities aimed at selling, through the Solenerga’s commercial network, heat pumps manufactured by the Issuer’s subsidiary – NETSU S.A.

In the opinion of the Issuer’s Management Board, information on the conclusion of the Agreement is confidential information due to the fact that its implementation will have a significant impact on the financial revenues of the Issuer’s Capital Group.