Exorigo – the leader of IT solutions for retail networks and UPOS – the key supplier of computerized management IT systems for trade networks, shall acquire stock package of POS producer – Elzab company. BBI Capital NFI Fund concluded an agreement and according to it shall sell shares to Exorigo, which authorizes to nearly 33% votes of Elzab that belongs toBBI Capital NFI. Exorigo, UPOS and Elzab companies shall make a corporate group operating on local and foreign markets offering IT solutions for retailers.

We’ve been developing business of Exorigo and UPOS for over ten years, first separately, and since 2006 we’ve been working together. We are uncontested leader of IT solutions for retail networks. From Among 50 biggest Polish retailers , 15 are our long-term customers within IT solutions and hardware for sales processes management and effective business running support.” – says Pawel Dudziuk, the shareholder and President of the Management Board of Exorigo.

Exorigo and UPOS offer their own and external specialized IT systems supporting retail networks management and fiscal printers produced by UPOS. The greatest added value is the unique knowledge of Exorigo and UPOS experts within customers business functioning.

“The transaction is the first step in Exorigo, UPOS and Elzab capital integration” – says Paweł Dudziuk. “After getting permission from UOKiK[1] we are aiming to make next transactions and bring 100% of Exorigo and UPOS shares as a contribution in kind in return for issuance of new Elzab stock aimed at Exorigo and UPOS shareholders. If all conditions are met, the completion of integration is expected at the end of this year.” – he adds.

“From the very beginning of our business activity we follow motto“always step ahead”, being ahead of our customers demands. That is why we decided to conclude this transaction. Owing to our cooperation with Elzab and our observation of its market position, reliability and reputation of thehardware produced we are convinced that the planned capital integration shall strengthen position of all companies taking part in transaction.”- says Eugeniusz Pajączek, the shareholder and Director of Supervisory Board of Exorigo.

“Due to the fact that offers of Exorigo and UPOS complement each other, and together with Elzab we will be able to address tendencies existing on the market.”- Marek Sieczak, Vice president of the management board of Exorigo adds. “On the one hand where large franchise international trade organizations intensively build franchise networks based on small store formats, Elzab shall complete our offer with products and knowledge within the scope of smaller retail subjects activity, letting us prepare a broad offer for our hitherto customers in their new activity area. On the other hand we would like to use references, long-term experience and market position of Elzab and arouse interest among distributors and dealers of Zabrze POS, to reach medium-size and small trade companies developing retail network with IT systems offer.”- he adds.

“Furthermore we see relevant synergy effects appearing in the area of manufacturing Elzab and UPOS POS in one plant, which will result in production volume increase withsimultaneous cost decrease.” -says Jan Chadam, Vice Director of Board of Members, Director General of Exorigo.

Technically the transaction shall be concluded in two stages. After receiving permission of UOKiK and meeting other conditions depending on both parties the first stage will take place, and as a result Exorigo will take over indirectly all 5 786 300 ordinary shares to Elzab bearer, presently belonging to BBI Capital NFI, giving 32,68% of votes, and BBI Capital NFI will purchase and will be entitled to purchase 23,2% of Exorigo capital altogether.

In the second stage, with the same value relations of companies taking part in the transaction, Exorigo shall propose resolutions during Elzab General Assembly, after implementation of which current Exorigo and UPOS shareholders shall gain 44 075 890 shares in total which makes 8,6% of votes, own shares will be a part of it.

In 2007 Exorigo and UPOS companies earned98,2 mln PLN of total sales revenue, 13,2 mln PLN EBIT and 10,8 mln PLN net profit. About 2/3 of total profit comes from own products and services sales.

For more info:

Michał Wierzchowski

CC Group

Tel (022) 440 1 440

Mobile: 605 959 539

e-mail: m.wierzchowski@ccgroup.com.pl

Exorigo Sp. z o.o. is a supplier of complete IT solutions for companies from commerce and distribution sectors. The company specializes in network management systems implementation and operation, and in e-commerce services. The customers of Exorigo are mostly international and domestic commerce organizations, such as: Ahold, Alshaya, Auchan, Carrefour, Empik, Galeria Centrum, Kaufland, Smyk, Tesco, Żabka. UPOS System Sp. z o.o. specializes in designing, implementation and servicing of IT systems for companies from retail sales sector.

UPOS is a retail software EuroPOS STORE SYSTEM producer, which is a modern and secure system, created with the newest software Microsoft tools. The software is implemented in Poland and on foreign markets, such as Greece, Ukraine, Romania, Lithuania. UPOS produces fiscal printers and is an IT infrastructure elements supplier: POS terminals, PC and servers, peripheral equipment: barcode and magnetic scanners, cash drawers, labels and invoice printers, scales etc. Majority shareholders in Exorigo and UPOS companies are two natural persons: Paweł Dudziuk and Eugeniusz Pajączek, who own over 90% shares in both companies in total. In 2007 the companies earned almost 100 mln PLN revenue and nearly 11 mln PLN net profit.

ELZAB S.A. is a company specializing in designing, production and distribution of wide range of POS, hardware and cash systems, periphery and accessories used within registration and sales management. The company offers services and consultancy within warehouse, goods and services sales management. ELZAB performs comprehensive supply and installation of cash registers, additional equipment, retail sales systems integrations, guarantee and post-warranty services in the whole country. Thanks to long-term distribution and service network and thanks to sales operation trainings, Elzab is a leading producer of fiscal equipment and one of the best working service networks in its sector. Thanks to high quality ELZAB products gained recognition in Poland and other European Union countries. The production is held in accordance with international quality certificate ISO 9001. In product portfolio the company sells POS, price controllers, electronic scales and cash drawers. For today total sales exceeded 350.000 of implemented devices. ELZAB is a stock company, whose shares have been quoted on GPWWarsaw Stock Exchange since 1998. In 2007 Elzab generated over 66,5 mln PLN revenue and over 7,2 mln PLN net profit.

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[1] Office of Competition and Consumer Protection