7 March 2023

Kernel’s founder and principal shareholder Andriy Verevskiy proposes to delist the company from Warsaw Stock Exchange and make it private again.

Andriy Verevskiy through his company Namsen Limited which directly owns 41.3% of Kernel Holding, proposes to delist the company and to launch delisting tender offer to invite remaining shareholders to sell their shares in Kernel.

Proposed shares price for the tender is PLN 18.5 per share (current market price – around PLN 20 per share, current market capitalization – about $390 млн). In total Namsen proposes to purchase from the free float 52 mln of shares (in the total amount of $220 mln).

Main reasons are stated as follows:

• No benefits from being listed on the Warsaw Stock Exchange, but a lot of additional obligations related to the listing, including additional disclosure of information
• Poor liquidity of Kernel shares on WSE, poor analytical coverage of the company
• Low number of Polish shareholders of Kernel
• Disagreement between Mr. Verevskiy and minority of shareholders on the steps taken after full-scale russian invasion into Ukraine and blockade of Ukrainian ports, which is considered by Mr. Verevskiy as minority shareholders unwillingness to support the company
• Low capitalization of Kernel – Mr. Verevskiy considers current market value of the company basing on WSE quotes as too low

Along with it, as per Namsen letter, if Kernel becomes again a private company, it will be more flexible and make for quick and efficient business decisions.