Sphera Franchise S A : Conclusion of legal acts with affiliated parties

To:

BURSA DE VALORI BUCUREȘTI S.A.

AUTORITATEA DE SUPRAVEGHERE FINANCIARĂ

CURRENT REPORT 2/2022

According to Law no. 24/2017 regarding issuers of financial instruments and market operations, ASF Regulation no. 5/2018 regarding the issuers of financial instruments and market operations and/or Rulebook of the Bucharest Stock Exchange Market Operator.

Date of report	25.01.2022
Name of the Company	Sphera Franchise Group SA
Registered Office	Bucharest, Romania
Address	Calea Dorobanților nr. 239, 2nd floor, Bucharest sector 1
Phone / Fax	[phone] / [phone]
Email	[e-mail]
Registration nr. with Trade Registry	J40/7126/2017
Fiscal Code	RO 37586457
Subscribed and paid share capital	581,990,100 RON
Total number of shares	38,799,340
Symbol	SFG
Market where securities are traded	Bucharest Stock Exchange, Main Segment, Premium
	Category

Important events to be reported:Conclusion of legal acts with affiliated parties

The management of Sphera Franchise Group SA informs the investors about the conclusion of multiple addendums to existing legal acts with related parties. Details on the legal acts concluded, including the beneficiaries, object, and total value of the addendums, are presented in Annex 1 attached to this report.

CHIEF EXECUTIVE OFFICER	CHIEF FINANCIAL OFFICER
Calin Ionescu	Valentin Budes

Annex 1

Report of legal acts concluded by Sphera Franchise Group SA according to the provisions of the Law no. 24/2017 and FSA Regulation no. 5/2018.

Crt.

No.

1

2

3

4

Date of

Partiesinitial contract

Provider Beneficiary

SPHERA	AMERICAN
FRANCHISE	RESTAURANT 08.06.2018
GROUP S.A.	SYSTEM S.A.

SPHERA CALIFORNIA

FRESH

FRANCHISE01.09.2017

GROUP S.A. FLAVORS

S.R.L

SPHERA CALIFORNIA

FRESH

FRANCHISE29.06.2018

GROUP S.A. FLAVORS

S.R.L

SPHERA CALIFORNIA

FRESH

FRANCHISE09.12.2019

GROUP S.A. FLAVORS

S.R.L

Duration of

initial contract

• year,
  extended by subsequent addenda

5 years

5 years

1 year,

extended by subsequent addenda

Date of	Duration of	Object of
addendum	addendum	contract/addendum

		Addendum no.16/
		23.12.2021 to the
		Loan agreement
		dated 08.06.2018
23.12.2021	N/A	having as object
		to accelerate the
		partial repayment
		of the loan.
		Addendum no.5/
		23.12.2021 to the
		Loan agreement
		dated 01.09.2017
23.12.2021	N/A	having as object
		to accelerate the
		partial repayment
		of the loan.
		Addendum no.2/
		23.12.2021 to the
		Loan agreement
		dated 29.06.2018
23.12.2021	N/A	having as object
		to accelerate the
		partial repayment
		of the loan.
		Addendum no. 6/
		23.12.2021 to the
23.12.2021	N/A	Loan agreement
dated 09.12.2019
		having as object
		to accelerate the

Notes

Increase the equity of the company ARS by partial conversion of the debt that the debtor holds.

Increase the equity of the company CFF by partial conversion of the debt that the debtor holds.

Increase the equity of the company CFF by partial conversion of the debt that the debtor holds.

Increase the equity of the company CFF by partial conversion of the debt that the debtor holds.

Value of the	Guarantees
Contract/Addendum
CCY	Amount

RON 16,333,219 N/A

RON 3,484,700 N/A

RON 2,863,740 N/A

RON 6,033,337 N/A

Payment

Term Payment method

Due on	N/A
23.12.2021

Due on	N/A
23.12.2021

Due on

23.12.2021 N/A

Due on

23.12.2021 N/A

Penalties Interest

N/A N/A

N/A N/A

N/A N/A

N/A N/A

partial repayment

of the loan.

Addendum no. 21/

23.12.2021 to the

Loan agreement

Set up the capital

dated 12.09.2017

reserve in amount of

having as object

EUR 2,750,000

the use of a part

necessary to cover the

SPHERA

US FOOD

1 year,

of the loan

accounting loss of the

extended by

granted by

company US Food

5 FRANCHISE

NETWORK

12.09.2017 subsequent 23.12.2021

N/A

Network S.r.l. as at 31 EUR 2,750,000

N/A

N/A

N/A

N/A

N/A

Sphera Franchise

GROUP S.A.

S.r.l. (Italy)

addenda

December 31, by the

Group SA to its

conversion of the loan

subsidiary, US

receivable in capital

Food Network

reserve debt that the

S.r.l to set up a

debtor holds.

capital reserve for

covering the

accounting loss

Chief Executive Officer

Chief Financial Officer

Calin Ionescu

Valentin Budes