EX-99.1 2 tm2516178d1_ex99-1.htm EXHIBIT 99.1

 

 Exhibit 99.1

 

THIRD AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1

 

Date: May 22, 2025
   
To: QH Hungary Holdings Limited
  BAH Center | 2 Furj street, Building B, Ground fl.
  1124 Budapest, Hungary
  Attn: Balazs Horvath Dr
  T: +36 1 646 4638
  Email: balazs.horvath@bekespartners.com, rozsa.juci@gmail.com
   
From: Citibank, N.A.
Fax No: 212-615-8985

  

Reference Number: To be advised.

 

The purpose of this Third Amended and Restated Supplemental Confirmation is to amend and restate the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on May 19, 2020 (the “Original Transaction”). This Third Amended and Restated Supplemental Confirmation, dated May 22, 2025, amends and restates in its entirety the Second Amended and Restated Supplemental Confirmation, dated November 22, 2023, which amended and restated in its entirety the Amended and Restated Supplemental Confirmation, dated November 24, 2021, which amended and restated in its entirety the Supplemental Confirmation, dated March 9, 2021 (the “Original Supplemental Confirmation”), as is subject to the Master Confirmation specified below. Each party repeats to the other party the representations and warranties set forth in the Master Confirmation and in the Agreement (as defined in the Master Confirmation) (as if the Amendment and Restatement Date, the Second Amendment and Restatement Date and the Third Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Third Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Third Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Third Amended and Restated Supplemental Confirmation supplements, forms part of, and is subject to the Master Terms and Conditions for Prepaid Variable Share Forward Transactions dated as of May 19, 2020 between Dealer and Counterparty (as amended and supplemented from time to time, the “Master Confirmation”). All provisions contained in the Agreement (as modified and as defined in the Master Confirmation) shall govern this Third Amended and Restated Supplemental Confirmation, except as expressly modified below, and capitalized terms used but not defined herein shall have the meanings specified in the Master Confirmation.

 

2.       The terms of the Transaction to which this Third Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 19, 2020
Amendment and Restatement Date: November 24, 2021
Second Amendment and Restatement Date: November 22, 2023
Third Amendment and Restatement Date: May 22, 2025
Prepayment Amount: USD 44,957,909.41
Prepayment Date: The first Currency Business Day on which all of the conditions specified in Section 4 of the Master Confirmation are satisfied or waived by Dealer and Counterparty satisfied its obligations under Section 6(d) of the Master Confirmation; provided that, if such conditions are first all satisfied or waived after 3:00 p.m., New York time, on a Currency Business Day, the Prepayment Date shall be the next following Currency Business Day.

 

 

 

  

First Amendment Payment Amount: USD 2,100,000.00. Dealer agrees to pay Counterparty the First Amendment Payment Amount on the First Amendment Payment Date. For the avoidance of doubt, the First Amendment Payment Amount shall be netted against Counterparty’s obligations to pay Dealer the (i) “First Amendment Prepayment Amount” under the Transaction under the Master Confirmation, with a “Trade Date” of March 9, 2021 and an “Amendment and Restatement Date” that falls on the Amendment and Restatement Date and (ii) “Second Amendment Payment Amount” under the Transaction under the Master Confirmation, with a “Trade Date” of May 26, 2020 and a “Second Amendment and Restatement Date” that falls on the Amendment and Restatement Date.
First Amendment Payment Date: The second Currency Business Day following the Amendment and Restatement Date.
Second Amendment Payment Amount: USD 6,296,838. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.
Second Amendment Payment Date: The second Currency Business Day following the Second Amendment and Restatement Date.
Third Amendment Payment Amount: USD 4,828,795. Counterparty agrees to pay Dealer the Third Amendment Payment Amount on the Third Amendment Payment Date.
Third Amendment Payment Date: The second Currency Business Day following the Third Amendment and Restatement Date.
Third Amendment Reference Price: USD 104.9200
Forward Floor Price: USD 104.9200
Forward Cap Price: USD 115.4120
Final Disruption Date: August 23, 2027
Contractual Dividend: USD 0.485 per quarter

 

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are as set forth below.

 

Component Number Number of Shares Scheduled Valuation Date
1            7,000 06/01/2027
2            7,000 06/02/2027
3            7,000 06/03/2027
4            7,000 06/04/2027
5            7,000 06/07/2027
6            7,000 06/08/2027
7            7,000 06/09/2027
8            7,000 06/10/2027
9            7,000 06/11/2027
10           7,000 06/14/2027

  

 

 

 

11           7,000 06/15/2027
12           7,000 06/16/2027
13           7,000 06/17/2027
14           7,000 06/21/2027
15           7,000 06/22/2027
16           7,000 06/23/2027
17           7,000 06/24/2027
18           7,000 06/25/2027
19           7,000 06/28/2027
20           7,000 06/29/2027
21           7,000 06/30/2027
22           7,000 07/01/2027
23           7,000 07/02/2027
24           7,000 07/06/2027
25           7,000 07/07/2027
26           7,000 07/08/2027
27           7,000 07/09/2027
28           7,000 07/12/2027
29           7,000 07/13/2027
30           7,000 07/14/2027
31           7,000 07/15/2027
32           7,000 07/16/2027
33           7,000 07/19/2027
34           7,000 07/20/2027
35           7,000 07/21/2027
36           7,000 07/22/2027
37           7,000 07/23/2027
38           7,000 07/26/2027
39           7,000 07/27/2027
40           7,000 07/28/2027
41           7,000 07/29/2027
42           7,000 07/30/2027
43           7,000 08/02/2027
44           7,000 08/03/2027
45           7,000 08/04/2027
46           7,000 08/05/2027
47           7,000 08/06/2027

 

 

 

 

48           7,000 08/09/2027
49           7,000 08/10/2027
50           7,000 08/11/2027

  

Dealer represents, warrants and covenants to Counterparty that any and all sales of Shares in connection with establishing Dealer’s initial Hedge Positions with respect to the Original Transaction have been made in compliance with and in accordance with the manner-of-sale conditions described in Rule 144(f) and (g) under the Securities Act (as interpreted by the Interpretive Letters).

 

Counterparty represents, warrants and covenants to Dealer that it is entering into this Third Amended and Restated Supplemental Confirmation in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws.

  

 

 

 

Counterparty hereby agrees (a) to check this Third Amended and Restated Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Third Amended and Restated Supplemental Confirmation relates by manually signing this Third Amended and Restated Supplemental Confirmation and providing any other information requested herein or in the Master Confirmation and immediately sending a facsimile transmission of an executed copy to us.

 

 

  Yours sincerely,
   
  CITIBANK, N.A.
     
  By:  /s/ Eric Natelson
    Authorized Representative

 

 

Confirmed as of the date first above written:

 

QH HUNGARY HOLDINGS LIMITED  
     
By: /s/ Michael Kelleher  
Name: Mr. Michael Kelleher  
Title: Managing Director  

 

 

[Signature Page to Third A&R Supplemental Confirmation No. 1 (Citi)]