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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 18)*

 

Quaker Chemical Corporation

(Name of Issuer)

 

Common Stock, par value $1.00

(Title of Class of Securities)

 

747316107

(CUSIP Number)

 

Gulf Hungary Holding Korlátolt Felelősségű Társaság

and

QH Hungary Holdings Limited

BAH Center

2 Furj Street

1124 Budapest, Hungary

Attention: Judit Rozsa

Telephone: +36-20/940-2900

with a copy to:

Reb D. Wheeler, Esq.

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 506-2414

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

May 22, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 747316107
1.

Name of Reporting Person

Gulf Hungary Holding Korlátolt Felelősségű Társaság

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨
6. Citizenship or Place of Organization: Hungary
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With		 7. Sole Voting Power: 5,017(1)
8. Shared Voting Power: 4,010,112(2)
9. Sole Dispositive Power: 5,017(1)
10. Shared Dispositive Power: 4,010,112(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,015,129(1)(2)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions)
13. Percent of Class Represented by Amount in Row (11): 22.3%(3)
14. Type of Reporting Person (See Instructions): OO

 

(1) Consists of 5,017 shares of Common Stock of the Issuer (“Shares”) beneficially owned by Gulf Hungary Holding Korlátolt Felelősségű Társaság (a “Reporting Person” or “Gulf Hungary”), which are held in the name of Citibank N.A. pursuant to an Escrow Agreement (as defined in the Original Schedule 13D, as defined below) in order to secure the Reporting Person’s indemnification obligations under the Share Purchase Agreement (as defined in the Original Schedule 13D).

 

(2) Consists of 4,010,112 Shares owned directly by Gulf Hungary’s wholly-owned subsidiary QH Hungary Holdings Limited (also a “Reporting Person” or “QH Hungary”), of which:

 

  · 2,623,167 Shares are pledged to and registered in the name of Citigroup Global Markets Inc., as custodian for the benefit of QH Hungary (in such capacity, the “Margin Loan Custodian”) pursuant to a Pledge and Security Agreement (as defined in the Original Schedule 13D) to secure QH Hungary's obligations under a Margin Loan (as defined in the Original Schedule 13D);

 

 

 

 

  · 1,020,874 Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22, 2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “Second Citi Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth Citi Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022 and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022 and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), and (viii) Supplemental Confirmation No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), as further described in Item 6 below.

 

  · 366,071 Shares are pledged to Royal Bank of Canada (“RBC”) and held at RBC Capital Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC Master Confirmation”), between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “First RBC Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and further amended and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), and (iv) Supplemental Confirmation No. 5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), as further described in Item 6 below.

  

(3) Based upon 17,989,892 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 2, 2024.

 

 

 

 

CUSIP No. 747316107
1.

Name of Reporting Person

QH Hungary Holdings Limited

2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
3. SEC Use Only:
4. Source of Funds (See Instructions): OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨
6. Citizenship or Place of Organization: Hungary
Number of
Shares
Beneficially by
Owned by
Each
Reporting Person
With		 7. Sole Voting Power: 0
8. Shared Voting Power: 4,010,112(1)
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 4,010,112(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,010,112(1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ¨
(See Instructions)
13. Percent of Class Represented by Amount in Row (11): 22.3%(2)
14. Type of Reporting Person (See Instructions): OO

 

(1) Consists of 4,010,112 Shares beneficially owned by QH Hungary, of which:

 

  · 2,623,167 Shares are pledged to and registered in the name of the Margin Loan Custodian pursuant to a Pledge and Security Agreement to secure QH Hungary's obligations under a Margin Loan;

 

  · 1,020,874 Shares are pledged to Citibank N.A. (“Citibank”) and held at Citigroup Global Markets Inc. (the “Citi PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 19, 2020, between QH Hungary and Citibank, as secured party (the “Citi PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 19, 2020 (the “Citi Master Confirmation”), between QH Hungary and Citibank, as amended and supplemented by (i) Supplemental Confirmation, dated May 19, 2020 and amended and restated on November 24, 2021 and November 22, 2023 (the “First Citi Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “Second Citi Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated August 27, 2020 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third Citi Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Fourth Citi Supplemental Confirmation”), (v) Supplemental Confirmation No. 5, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Fifth Citi Supplemental Confirmation”), (vi) Supplemental Confirmation No. 6 originally entered into with JPMorgan Chase Bank, National Association (“JPMorgan”), dated August 27, 2020 and amended and restated and novated to Citibank on August 10, 2022 and as further amended on May 22, 2024 (the “Sixth Citi Supplemental Confirmation”), (vii) Supplemental Confirmation No. 7 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to Citibank on August 10, 2022 and as further amended on May 22, 204 (the “Seventh Citi Supplemental Confirmation”), and (viii) Supplemental Confirmation No. 8, dated May 22, 2024 (the “Eighth Citi Supplemental Confirmation”), as further described in Item 6 below.

 

 

 

 

  · 366,071 Shares are pledged to Royal Bank of Canada (“RBC”) and held at RBC Capital Markets LLC (the “RBC PVF Custodian”) pursuant to the Pledge and Security Agreement, dated as of May 26, 2020, between QH Hungary and RBC, as secured party (the “RBC PVF Security Agreement”) to secure QH Hungary's obligations under a Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated May 26, 2020 (the “RBC Master Confirmation”), between QH Hungary and RBC, as amended and supplemented by (i) Supplemental Confirmation, dated May 26, 2020 and amended and restated on March 9, 2021, November 24, 2021, August 10, 2022, March 6, 2023 and May 22, 2024 (the “First RBC Supplemental Confirmation”), (ii) Supplemental Confirmation No. 2, dated March 9, 2021 and amended and restated on November 24, 2021 and March 6, 2023 (the “Second RBC Supplemental Confirmation”), (iii) Supplemental Confirmation No. 3, dated March 9, 2021 and amended and restated on August 10, 2022 and May 22, 2024 (the “Third RBC Supplemental Confirmation”), (iv) Supplemental Confirmation No. 4 originally entered into with JPMorgan, dated March 9, 2021 and amended and restated and novated to RBC on November 24, 2021, and further amended and restated on March 6, 2023 (the “Fourth RBC Supplemental Confirmation”), and (iv) Supplemental Confirmation No. 5, dated May 22, 2024 (the “Fifth RBC Supplemental Confirmation”), as further described in Item 6 below.

 

(2) Based upon 17,989,892 shares of Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 2, 2024.

 

 

 

 

SCHEDULE 13D/A

Introductory Note

 

This Amendment No. 18 to Schedule 13D (this “Amendment No. 18”) amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 9, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022, Amendment No. 15 filed on August 12, 2022 and Amendment No. 16 filed on March 8, 2023, and the Amendment No. 17 filed on November 27, 2023 (together, the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).

 

This Amendment No. 18 is being filed in relation to the following transactions all of which occurred on May 22, 2024: (i) QH Hungary and Citibank amending and restating the Second Citi Supplemental Confirmation, the Third Citi Supplemental Confirmation, the Fifth Citi Supplemental Confirmation, the Sixth Citi Supplemental Confirmation and the Seventh Citi Supplemental Confirmation (collectively, the “May 2024 A&R Citi Supplemental Confirmations”), (ii) QH Hungary and RBC amending and restating the First RBC Supplemental Confirmation and the Third RBC Supplemental Confirmation (collectively, the “May 2024 RBC A&R Supplemental Confirmations” and, together with the May 2024 A&R Citi Supplemental Confirmations, the “May 2024 A&R Supplemental Confirmations”), (iii) QH Hungary and Citibank entering into of the Eighth Citi Supplemental Confirmation and (iv) QH Hungary and RBC entering into the Fifth RBC Supplemental Confirmation (and together with the Eighth Citi Supplemental Confirmation, the “New Supplemental Confirmations”).

 

In exchange for entering into the May 2024 A&R Citi Supplemental Confirmations, QH Hungary paid Citibank an aggregate of approximately $10.3 million. Pursuant to the May 2024 Citi Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.

 

In exchange for entering into the May 2024 A&R RBC Supplemental Confirmations, QH Hungary paid RBC an aggregate of approximately $1.1 million. Pursuant to the May 2024 A&R RBC Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.

 

In exchange for entering into the Eighth Citi Supplemental Confirmation, Citibank paid QH Hungary $39.5 million. Pursuant to the Eighth Citi Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.

 

In exchange for entering into the Fifth RBC Supplemental Confirmation, RBC paid QH Hungary $26.3 million. Pursuant to the Fifth RBC Supplemental Confirmation, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.

 

After consummation of the transaction described above, QH Hungary remained the direct beneficial owner, of a total of 4,010,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 4,010,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 4,010,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.

 

This Amendment No. 18 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 18. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.

 

 

 

 

Item 4. Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended to add the following:

 

This Amendment No. 18 relates to the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the May 2024 A&R Supplemental Confirmation and, in the case of the New Supplemental Confirmations, raise financing while maintaining an opportunity to share in the Issuer’s future growth. These transactions are described in further detail in Item 6 of this Amendment No. 18.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) The information contained on the cover pages to this Amendment No. 18 is incorporated herein by reference. The Shares reported on this Amendment No. 17 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF (“Amas Holding”), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,989,892 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 2, 2024, the Shares owned by the Reporting Persons constitutes approximately 22.3% of the issued and outstanding Common Stock of the Issuer.

 

Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.

 

(c) Except as described in Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c), have effected any transactions in the Common Stock during the past 60 days.

 

(d) Except as described in Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 18.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Original Schedule 13D is hereby amended to add the following:

 

The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 17, is hereby incorporated by reference herein.

 

On May 22, 224, QH Hungary entered into the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations.

 

The May 2024 A&R Supplemental Confirmations

 

The Second Citi Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into two tranches, with tranche 1 (which was not amended on May 22, 2024) comprised of 50 components of 1,750 Shares each for a total 87,500 Shares, and tranche 2 comprised of 50 components (48 components of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid Citibank $729,309.

 

 

 

 

The Third Citi Supplemental Confirmation covers a maximum aggregate amount of 60,000 Shares divided into 50 components of 1,200 Shares each. In exchange for amending and restating the Third Citi Supplemental Confirmation, QH Hungary paid Citibank $2,500,204.

 

The Fifth Citi Supplemental Confirmation covers a maximum aggregate amount of 19,732 Shares divided into 50 components (18 components of 394 Shares each and 32 components of 395 Shares each). In exchange for amending and restating the Fifth Citi Supplemental Confirmation, QH Hungary paid Citibank $822,233.

 

The Sixth Citi Supplemental Confirmation covers a maximum aggregate amount of 140,000 Shares divided into 50 components of 2,800 Shares each. In exchange for amending and restating the Sixth Citi Supplemental Confirmation, QH Hungary paid Citibank $5,833,810.

 

The Seventh Citi Supplemental Confirmation covers a maximum aggregate amount of 10,296 Shares divided into 50 components (4 components of 205 Shares each and 46 components of 206 Shares each). In exchange for amending and restating the Seventh Citi Supplemental Confirmation, QH Hungary paid Citibank $429,035.

 

The First RBC Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into two tranches, with tranche 1 (which was not amended on May 22, 2024) comprised of 50 components of 1,750 Shares each for a total of 87,500 Shares and tranche 2 comprised of 50 components (48 components of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares. In exchange for amending and restating the First RBC Supplemental Confirmation, QH Hungary paid RBC $729,310.

 

The Third RBC Supplemental Confirmation covers a maximum aggregate amount of 8,580 Shares divided into 50 components (20 components of 171 Shares each and 30 components of 172 Shares each). In exchange for amending and restating the First RBC Supplemental Confirmation, QH Hungary paid RBC $357,529.

 

With respect to each of the May 2024 A&R Supplemental Confirmations (and with respect to the Second Citi Supplemental Confirmation, tranche 2 only), for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from May 27, 2026 to August 6, 2026 either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).

 

The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective May 2024 A&R Supplemental Confirmation is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank in accordance with the applicable VPF (the "Settlement Price") is equal to or less than $186.3683 per Share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $292.5982 per Share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.

 

 

 

 

The New Supplemental Confirmations

 

The Eighth Citi Supplemental Confirmation covers a maximum aggregate amount of 237,200 Shares divided into 50 components of 4,744 Shares each. In exchange for entering into Eighth Citi Supplemental Confirmation, Citibank paid QH Hungary $39,500,675.

 

The Fifth RBC Supplemental Confirmation covers a maximum aggregate amount of 158,133 Shares divided into 50 components (17 components of 3,162 Shares each and 33 components of 3,163 Shares each). In exchange for amending and restating the Fifth RBC Supplemental Confirmation, Citibank paid QH Hungary $26,333,784.

 

With respect to each of the New Supplemental Confirmations, for each component thereof, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 28, 2025 to February 10, 2026 either, at QH Hungary's option, (i) a number Shares up to Subject Number based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).

 

The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective New Supplemental Confirmation is to be determined as follows: (a) if Settlement Price is equal to or less than $186.3683 per Share (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $205.0051 per Share (for purposes of this paragraph only, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.

  

Item 7. Material to be Filed as Exhibits.

 

Exhibit 99.1 Fifth Amended and Restated Supplemental Confirmation No. 2, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A.
   
Exhibit 99.2 Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings  Limited and Citibank, N.A.
   
Exhibit 99.3 Second Amended and Restated Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings  Limited and Citibank, N.A.
   
Exhibit 99.4 Second Amended and Restated Supplemental Confirmation No. 6, dated May 22, 2024, by and among QH Hungary Holdings  Limited and Citibank, N.A.
   
Exhibit 99.5 Second Amended and Restated Supplemental Confirmation No. 7, dated May 22, 2024, by and among QH Hungary Holdings  Limited and Citibank, N.A.
   
Exhibit 99.6 Fifth Amended and Restated Supplemental Confirmation No. 1, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
   
Exhibit 99.7 Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
   
Exhibit 99.8 Supplemental Confirmation No. 8, dated May 22, 2024, by and among QH Hungary Holdings  Limited and Citibank, N.A.
   
Exhibit 99.9 Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated May 24, 2024

 

  GULF HUNGARY HOLDING KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG
     
     
  By: /s/ Judit Rozsa
    Name: Judit Rozsa
    Title: Managing Director
     
  By: /s/ Michael Kelleher
    Name: Michael Kelleher
    Title: Managing Director
     
  QH HUNGARY HOLDINGS LIMITED
     
     
  By: /s/ Judit Rozsa
    Name: Judit Rozsa
    Title: Managing Director
     
  By: /s/ Michael Kelleher
    Name: Michael Kelleher
    Title: Managing Director

 

 

 

Exhibit 99.1

 

Execution Version

 

FIFTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 2

 

Date:May 22, 2024

 

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 Fifth Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Fifth Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May 26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, and (v) further amended and restated in its entirety by the Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty, 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 Fifth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fifth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.            This Fifth 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 Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 26, 2020
Fifth Amendment and Restatement Date: May 22, 2024
Prepayment Amount: USD 23,825,731.45
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.
Fifth Amendment Payment Amount: USD 729,309.61. Counterparty agrees to pay Dealer the Fifth Amendment Payment Amount on the Fifth Amendment Payment Date.
Fifth Amendment Payment Date: The first Currency Business Day following the Fifth Amendment and Restatement Date.
Tranche 1 Initial Share Price: USD 199.7500
Fifth Amendment Reference Price: USD 186.3683
Tranche 1 Forward Floor Price: USD 199.7500
Tranche 2 Forward Floor Price: USD 186.3683
Tranche 1 Forward Cap Price: USD 219.7250
Tranche 2 Forward Cap Price: USD 292.5982
Tranche 1 Final Disruption Date: February 21, 2025
Tranche 2 Final Disruption Date: August 18, 2026
Tranche 1 Contractual Dividend: USD 0.435 per quarter
Tranche 2 Contractual Dividend: USD 0.455 per quarter

 

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

 

 

TRANCHE 1

 

Component Number Number of Shares Scheduled Valuation Date
1 1,750 11/25/2024
2 1,750 11/26/2024
3 1,750 11/27/2024
4 1,750 12/2/2024
5 1,750 12/3/2024
6 1,750 12/4/2024
7 1,750 12/5/2024
8 1,750 12/6/2024
9 1,750 12/9/2024
10 1,750 12/10/2024
11 1,750 12/11/2024
12 1,750 12/12/2024
13 1,750 12/13/2024
14 1,750 12/16/2024
15 1,750 12/17/2024
16 1,750 12/18/2024
17 1,750 12/19/2024
18 1,750 12/20/2024
19 1,750 12/23/2024
20 1,750 12/26/2024
21 1,750 12/27/2024
22 1,750 12/30/2024
23 1,750 12/31/2024
24 1,750 1/2/2025
25 1,750 1/3/2025
26 1,750 1/6/2025
27 1,750 1/7/2025
28 1,750 1/8/2025
29 1,750 1/9/2025
30 1,750 1/10/2025
31 1,750 1/13/2025
32 1,750 1/14/2025
33 1,750 1/15/2025
34 1,750 1/16/2025
35 1,750 1/17/2025
36 1,750 1/21/2025
37 1,750 1/22/2025
38 1,750 1/23/2025
39 1,750 1/24/2025
40 1,750 1/27/2025
41 1,750 1/28/2025
42 1,750 1/29/2025
43 1,750 1/30/2025
44 1,750 1/31/2025
45 1,750 2/3/2025
46 1,750 2/4/2025
47 1,750 2/5/2025
48 1,750 2/6/2025
49 1,750 2/7/2025
50 1,750 2/10/2025

 

 

TRANCHE 2

 

Component Number Number of Shares Scheduled Valuation Date
1 350 5/27/2026
2 350 5/28/2026
3 350 5/29/2026
4 350 6/1/2026
5 350 6/2/2026
6 350 6/3/2026
7 350 6/4/2026
8 350 6/5/2026
9 350 6/8/2026
10 350 6/9/2026
11 350 6/10/2026
12 350 6/11/2026
13 350 6/12/2026
14 350 6/15/2026
15 350 6/16/2026
16 350 6/17/2026
17 350 6/18/2026
18 350 6/22/2026
19 350 6/23/2026
20 350 6/24/2026
21 350 6/25/2026
22 350 6/26/2026
23 350 6/29/2026
24 350 6/30/2026
25 350 7/1/2026
26 350 7/2/2026
27 350 7/6/2026
28 350 7/7/2026
29 350 7/8/2026
30 350 7/9/2026
31 350 7/10/2026
32 350 7/13/2026
33 350 7/14/2026
34 350 7/15/2026
35 350 7/16/2026
36 350 7/17/2026
37 350 7/20/2026
38 350 7/21/2026
39 350 7/22/2026
40 350 7/23/2026
41 350 7/24/2026
42 350 7/27/2026
43 350 7/28/2026
44 350 7/29/2026
45 350 7/30/2026
46 350 7/31/2026
47 350 8/3/2026
48 350 8/4/2026
49 351 8/5/2026
50 351 8/6/2026

 

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).

 

3.            Section 9(c)(vii) of the Master Confirmation is hereby amended by replacing the words “Section 11” with the words “Section 13(c)”.

 

4.            The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.

 

 

Counterparty hereby agrees (a) to check this Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates by manually signing this Fifth 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: Michael Kelleher  
  Title: Managing Director  

 

[Signature Page to 5th A&R Supplemental Confirmation No. 2 (Citi)]

 

 

Exhibit 99.2

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 3

 

Date:May 22, 2024
  
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 Second Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on August 27, 2020, evidenced by the Supplemental Confirmation, dated August 27, 2020, and (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: August 27, 2020
   
Second Amendment and Restatement Date: May 22, 2024
   
Prepayment Amount: USD 9,481,130
   
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.
   
Second Amendment Payment Amount: USD 2,500,204.34. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.

 

1

 

 

Second Amendment Payment Date: The first Currency Business Day following the Second Amendment and Restatement Date.
   
Second Amendment Reference Price: USD 186.3683
   
Forward Floor Price: USD 186.3683
   
Forward Cap Price: USD 292.5982
   
Final Disruption Date: August 18, 2026
   
Contractual Dividend: USD 0.455 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 1,200 5/27/2026
2 1,200 5/28/2026
3 1,200 5/29/2026
4 1,200 6/1/2026
5 1,200 6/2/2026
6 1,200 6/3/2026
7 1,200 6/4/2026
8 1,200 6/5/2026
9 1,200 6/8/2026
10 1,200 6/9/2026
11 1,200 6/10/2026
12 1,200 6/11/2026
13 1,200 6/12/2026
14 1,200 6/15/2026
15 1,200 6/16/2026
16 1,200 6/17/2026
17 1,200 6/18/2026
18 1,200 6/22/2026
19 1,200 6/23/2026
20 1,200 6/24/2026
21 1,200 6/25/2026
22 1,200 6/26/2026
23 1,200 6/29/2026
24 1,200 6/30/2026
25 1,200 7/1/2026
26 1,200 7/2/2026
27 1,200 7/6/2026
28 1,200 7/7/2026
29 1,200 7/8/2026
30 1,200 7/9/2026
31 1,200 7/10/2026
32 1,200 7/13/2026
33 1,200 7/14/2026
34 1,200 7/15/2026
35 1,200 7/16/2026
36 1,200 7/17/2026
37 1,200 7/20/2026
38 1,200 7/21/2026
39 1,200 7/22/2026
40 1,200 7/23/2026
41 1,200 7/24/2026

 

2

 

 

42 1,200 7/27/2026
43 1,200 7/28/2026
44 1,200 7/29/2026
45 1,200 7/30/2026
46 1,200 7/31/2026
47 1,200 8/3/2026
48 1,200 8/4/2026
49 1,200 8/5/2026
50 1,200 8/6/2026

 

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).

 

3

 

 

Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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 Kelletter 
 Name: Michael Kelletter 
 Title:   Managing Director 

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 3 (Citi)]

 

 

Exhibit 99.3

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 5

 

Date: May 22, 2024
   
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 Second Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on March 9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021, and (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
   
Second Amendment and Restatement Date May 22, 2024
   
Prepayment Amount: USD 20,861,652
   
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.
   
Second Amendment Payment Amount: USD 822,233.87. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.

 

1

 

 

Second Amendment Payment Date: The first Currency Business Day following the Second Amendment and Restatement Date.
   
Second Amendment Reference Price: USD 186.3683
   
Forward Floor Price: USD 186.3683
   
Forward Cap Price: USD 292.5982
   
Final Disruption Date: August 18, 2026
   
Contractual Dividend: USD 0.455 per quarter

 

2

 

 

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
1 394 5/27/2026
2 394 5/28/2026
3 394 5/29/2026
4 394 6/1/2026
5 394 6/2/2026
6 394 6/3/2026
7 394 6/4/2026
8 394 6/5/2026
9 394 6/8/2026
10 394 6/9/2026
11 394 6/10/2026
12 394 6/11/2026
13 394 6/12/2026
14 394 6/15/2026
15 394 6/16/2026
16 394 6/17/2026
17 394 6/18/2026
18 394 6/22/2026
19 395 6/23/2026
20 395 6/24/2026
21 395 6/25/2026
22 395 6/26/2026
23 395 6/29/2026
24 395 6/30/2026
25 395 7/1/2026
26 395 7/2/2026
27 395 7/6/2026
28 395 7/7/2026
29 395 7/8/2026
30 395 7/9/2026
31 395 7/10/2026
32 395 7/13/2026
33 395 7/14/2026
34 395 7/15/2026
35 395 7/16/2026
36 395 7/17/2026
37 395 7/20/2026
38 395 7/21/2026
39 395 7/22/2026
40 395 7/23/2026
41 395 7/24/2026
42 395 7/27/2026
43 395 7/28/2026
44 395 7/29/2026
45 395 7/30/2026
46 395 7/31/2026
47 395 8/3/2026
48 395 8/4/2026
49 395 8/5/2026
50 395 8/6/2026

 

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).

 

3

 

 

Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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: Michael Kelleher  
  Title: Managing Director  

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 5 (Citi)]

 

 

 

Exhibit 99.4

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 6

 

Date: May 22, 2024
   
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.

 

Reference Number:      To be advised.

 

The purpose of this Second Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between JPMorgan Chase Bank, National Association (“JPM”) and Counterparty on August 27, 2020, evidenced by the Supplemental Confirmation, dated August 27, 2020, (ii) subsequently novated to pursuant to the novation agreement, dated August 10, 2022, entered into between JPM, Dealer and Counterparty, and (iii) further amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.            This Second 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: August 27, 2020
Second Amendment and Restatement Date: May 22, 2024
Prepayment Amount: USD 22,122,636.00
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.
Second Amendment Payment Amount: USD 5,833,810.12. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.

 

1 

 

 

Second Amendment Payment Date: The first Currency Business Day following the Second Amendment and Restatement Date.
Second Amendment Reference Price: USD 186.3683
Forward Floor Price: USD 186.3683
Forward Cap Price: USD 292.5982
Final Disruption Date: August 18, 2026
Contractual Dividend: USD 0.455 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  2,800  5/27/2026
2  2,800  5/28/2026
3  2,800  5/29/2026
4  2,800  6/1/2026
5  2,800  6/2/2026
6  2,800  6/3/2026
7  2,800  6/4/2026
8  2,800  6/5/2026
9  2,800  6/8/2026
10  2,800  6/9/2026
11  2,800  6/10/2026
12  2,800  6/11/2026
13  2,800  6/12/2026
14  2,800  6/15/2026
15  2,800  6/16/2026
16  2,800  6/17/2026
17  2,800  6/18/2026
18  2,800  6/22/2026
19  2,800  6/23/2026
20  2,800  6/24/2026
21  2,800  6/25/2026
22  2,800  6/26/2026
23  2,800  6/29/2026
24  2,800  6/30/2026
25  2,800  7/1/2026
26  2,800  7/2/2026
27  2,800  7/6/2026
28  2,800  7/7/2026
29  2,800  7/8/2026
30  2,800  7/9/2026
31  2,800  7/10/2026
32  2,800  7/13/2026
33  2,800  7/14/2026
34  2,800  7/15/2026
35  2,800  7/16/2026
36  2,800  7/17/2026
37  2,800  7/20/2026
38  2,800  7/21/2026
39  2,800  7/22/2026
40  2,800  7/23/2026
41  2,800  7/24/2026
42  2,800  7/27/2026
43  2,800  7/28/2026
44  2,800  7/29/2026
45  2,800  7/30/2026
46  2,800  7/31/2026
47  2,800  8/3/2026
48  2,800  8/4/2026
49  2,800  8/5/2026
50  2,800  8/6/2026

 

2 

 

 

Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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: Michael Kelleher  
  Title: Managing Director  

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 6 (Citi)]

 

 

Exhibit 99.5

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 7

 

Date: May 22, 2024
   
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.

 

Reference Number:             To be advised.

 

The purpose of this Second Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between JPMorgan Chase Bank, National Association (“JPM”) and Counterparty on March 9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021, (ii) subsequently novated to pursuant to the novation agreement, dated August 10, 2022, entered into between JPM, Dealer and Counterparty, and (iii) further amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.         This Second 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
   
Second Amendment and Restatement Date: May 22, 2024
   
Prepayment Amount: USD 10,884,459
   
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.
   
Second Amendment Payment Amount: USD 429,035.06. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.

 

1

 

 

Second Amendment Payment Date: The first Currency Business Day following the Second Amendment and Restatement Date.
   
Second Amendment Reference Price: USD 186.3683
   
Forward Floor Price: USD 186.3683
   
Forward Cap Price: USD 292.5982
   
Final Disruption Date: August 18, 2026
   
Contractual Dividend: USD 0.455 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
1 205 5/27/2026
2 205 5/28/2026
3 205 5/29/2026
4 205 6/1/2026
5 206 6/2/2026
6 206 6/3/2026
7 206 6/4/2026
8 206 6/5/2026
9 206 6/8/2026
10 206 6/9/2026
11 206 6/10/2026
12 206 6/11/2026
13 206 6/12/2026
14 206 6/15/2026
15 206 6/16/2026
16 206 6/17/2026
17 206 6/18/2026
18 206 6/22/2026
19 206 6/23/2026
20 206 6/24/2026
21 206 6/25/2026
22 206 6/26/2026
23 206 6/29/2026
24 206 6/30/2026
25 206 7/1/2026
26 206 7/2/2026
27 206 7/6/2026
28 206 7/7/2026
29 206 7/8/2026
30 206 7/9/2026
31 206 7/10/2026
32 206 7/13/2026
33 206 7/14/2026
34 206 7/15/2026
35 206 7/16/2026
36 206 7/17/2026
37 206 7/20/2026
38 206 7/21/2026
39 206 7/22/2026
40 206 7/23/2026
41 206 7/24/2026
42 206 7/27/2026
43 206 7/28/2026
44 206 7/29/2026
45 206 7/30/2026
46 206 7/31/2026
47 206 8/3/2026
48 206 8/4/2026
49 206 8/5/2026
50 206 8/6/2026

 

2

 

 

Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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: Michael Kelleher  
  Title: Managing Director  

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 7 (Citi)]

 

 

Exhibit 99.6

 

Execution Version

 

FIFTH AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 1

 

Date:May 22, 2024

 

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:Royal Bank of Canada

 

Reference Number:To be advised.

 

The purpose of this Fifth Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Fifth Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on May 26, 2020, evidenced by the Supplemental Confirmation, dated May 26, 2020, (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated March 9, 2021, entered into between Dealer and Counterparty, (iii) further amended and restated in its entirety by the Second Amended and Restated Supplemental Confirmation, dated November 24, 2021, entered into between Dealer and Counterparty, (iv) further amended and restated in its entirety by the Third Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, and (v) further amended and restated in its entirety by the Fourth Amended and Restated Supplemental Confirmation, dated March 6, 2023, entered into between Dealer and Counterparty, 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 Fifth Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Fifth Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Fifth Amendment and Restatement Date for the Transaction referenced below.

 

1.              This Fifth 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 26, 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 Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: May 26, 2020
   
Fifth Amendment and Restatement Date: May 22, 2024
   
Prepayment Amount: USD 23,825,731.45
   
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.

 

 

 

 

Fifth Amendment Payment Amount: USD 729,309.72.  Counterparty agrees to pay Dealer the Fifth Amendment Payment Amount on the Fifth Amendment Payment Date.
   
Fifth Amendment Payment Date: The first Currency Business Day following the Fifth Amendment and Restatement Date.
   
Tranche 1 Initial Share Price: USD 199.7500
   
Fifth Amendment Reference Price: USD 186.3683
   
Tranche 1 Forward Floor Price: USD 199.7500
   
Tranche 2 Forward Floor Price: USD 186.3683
   
Tranche 1 Forward Cap Price: USD 219.7250
   
Tranche 2 Forward Cap Price: USD 292.5982
   
Tranche 1 Final Disruption Date: February 21, 2025
   
Tranche 2 Final Disruption Date: August 18, 2026
   
Tranche 1 Contractual Dividend: USD 0.435 per quarter
   
Tranche 2 Contractual Dividend: USD 0.455 per quarter

 

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

 

TRANCHE 1

 

Component Number Number of Shares Scheduled Valuation Date
1   1,750 11/25/2024
2   1,750 11/26/2024
3   1,750 11/27/2024
4   1,750 12/2/2024
5   1,750 12/3/2024
6   1,750 12/4/2024
7   1,750 12/5/2024
8   1,750 12/6/2024
9   1,750 12/9/2024
10   1,750 12/10/2024
11   1,750 12/11/2024
12   1,750 12/12/2024
13   1,750 12/13/2024
14   1,750 12/16/2024
15   1,750 12/17/2024
16   1,750 12/18/2024
17   1,750 12/19/2024
18   1,750 12/20/2024

 

 

 

 

19   1,750 12/23/2024
20   1,750 12/26/2024
21   1,750 12/27/2024
22   1,750 12/30/2024
23   1,750 12/31/2024
24   1,750 1/2/2025
25   1,750 1/3/2025
26   1,750 1/6/2025
27   1,750 1/7/2025
28   1,750 1/8/2025
29   1,750 1/9/2025
30   1,750 1/10/2025
31   1,750 1/13/2025
32   1,750 1/14/2025
33   1,750 1/15/2025
34   1,750 1/16/2025
35   1,750 1/17/2025
36   1,750 1/21/2025
37   1,750 1/22/2025
38   1,750 1/23/2025
39   1,750 1/24/2025
40   1,750 1/27/2025
41   1,750 1/28/2025
42   1,750 1/29/2025
43   1,750 1/30/2025
44   1,750 1/31/2025
45   1,750 2/3/2025
46   1,750 2/4/2025
47   1,750 2/5/2025
48   1,750 2/6/2025
49   1,750 2/7/2025
50   1,750 2/10/2025

 

 

 

 

TRANCHE 2

 

Component Number Number of Shares Scheduled Valuation Date
1 350 5/27/2026
2 350 5/28/2026
3 350 5/29/2026
4 350 6/1/2026
5 350 6/2/2026
6 350 6/3/2026
7 350 6/4/2026
8 350 6/5/2026
9 350 6/8/2026
10 350 6/9/2026
11 350 6/10/2026
12 350 6/11/2026
13 350 6/12/2026
14 350 6/15/2026
15 350 6/16/2026
16 350 6/17/2026
17 350 6/18/2026
18 350 6/22/2026
19 350 6/23/2026
20 350 6/24/2026
21 350 6/25/2026
22 350 6/26/2026
23 350 6/29/2026
24 350 6/30/2026
25 350 7/1/2026
26 350 7/2/2026
27 350 7/6/2026
28 350 7/7/2026
29 350 7/8/2026
30 350 7/9/2026
31 350 7/10/2026
32 350 7/13/2026
33 350 7/14/2026
34 350 7/15/2026
35 350 7/16/2026
36 350 7/17/2026
37 350 7/20/2026
38 350 7/21/2026
39 350 7/22/2026
40 350 7/23/2026
41 350 7/24/2026
42 350 7/27/2026
43 350 7/28/2026
44 350 7/29/2026
45 350 7/30/2026
46 350 7/31/2026
47 350 8/3/2026
48 350 8/4/2026
49 351 8/5/2026
50 351 8/6/2026

 

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).

 

4.             The Transaction shall be divided into two individual Tranches, and each Tranche shall be divided into the number of Components set forth above, each with the terms set forth in the Master Confirmation and this Supplemental Confirmation; provided that for the purposes of “Settlement Terms” under the Master Confirmation, each reference to “Transaction” therein shall be deemed to mean “Tranche”.

 

 

 

 

Counterparty hereby agrees (a) to check this Fifth 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 Fifth Amended and Restated Supplemental Confirmation relates by manually signing this Fifth 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,
   
  ROYAL BANK OF CANADA
   
  By: /s/ Brian Ward
    Authorized Representative

 

 

Confirmed as of the date first above written:  
   
   
By: /s/ Michael Kelleher  
  Name: Michael Kelleher  
  Title: Managing Director  

 

 

[Signature Page to 5th A&R Supplemental Confirmation No. 1 (RBC)]

 

 

 

Exhibit 99.7

 

Execution Version

 

SECOND AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION NO. 3

 

Date: May 22, 2024
   
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: Royal Bank of Canada

 

 

Reference Number: To be advised.

 

The purpose of this Second Amended and Restated Supplemental Confirmation, dated May 22, 2024, between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) (this “Second Amended and Restated Supplemental Confirmation”) is to amend and restate the terms and conditions of the Transaction (i) originally entered into between Dealer and Counterparty on March 9, 2021, evidenced by the Supplemental Confirmation, dated March 9, 2021, and (ii) subsequently amended and restated in its entirety by the Amended and Restated Supplemental Confirmation, dated August 10, 2022, entered into between Dealer and Counterparty, 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 Second Amendment and Restatement Date were the Trade Date, the date the parties entered into a Transaction and the date of the Master Confirmation). This Second Amended and Restated Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Second Amendment and Restatement Date for the Transaction referenced below.

 

1.       This Second 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 26, 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 Second 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 Second Amended and Restated Supplemental Confirmation relates are as follows:

 

Trade Date: March 9, 2021
Second Amendment and Restatement Date: May 22, 2024
Prepayment Amount: USD 9,070,347
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.
Second Amendment Payment Amount: USD 357,529.28. Counterparty agrees to pay Dealer the Second Amendment Payment Amount on the Second Amendment Payment Date.

 

1

 

 

Second Amendment Payment Date: The first Currency Business Day following the Second Amendment and Restatement Date.
Second Amendment Reference Price: USD 186.3683
Forward Floor Price: USD 186.3683
Forward Cap Price: USD 292.5982
Final Disruption Date: August 18, 2026
Contractual Dividend: USD 0.455 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
1 171 5/27/2026
2 171 5/28/2026
3 171 5/29/2026
4 171 6/1/2026
5 171 6/2/2026
6 171 6/3/2026
7 171 6/4/2026
8 171 6/5/2026
9 171 6/8/2026
10 171 6/9/2026
11 171 6/10/2026
12 171 6/11/2026
13 171 6/12/2026
14 171 6/15/2026
15 171 6/16/2026
16 171 6/17/2026
17 171 6/18/2026
18 171 6/22/2026
19 171 6/23/2026
20 171 6/24/2026
21 172 6/25/2026
22 172 6/26/2026
23 172 6/29/2026
24 172 6/30/2026
25 172 7/1/2026
26 172 7/2/2026
27 172 7/6/2026
28 172 7/7/2026
29 172 7/8/2026
30 172 7/9/2026
31 172 7/10/2026
32 172 7/13/2026
33 172 7/14/2026
34 172 7/15/2026
35 172 7/16/2026
36 172 7/17/2026
37 172 7/20/2026
38 172 7/21/2026
39 172 7/22/2026
40 172 7/23/2026
41 172 7/24/2026

 

2

 

 

42 172 7/27/2026
43 172 7/28/2026
44 172 7/29/2026
45 172 7/30/2026
46 172 7/31/2026
47 172 8/3/2026
48 172 8/4/2026
49 172 8/5/2026
50 172 8/6/2026

 

 

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).

 

3

 

 

Counterparty hereby agrees (a) to check this Second 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 Second Amended and Restated Supplemental Confirmation relates by manually signing this Second 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,
  ROYAL BANK OF CANADA
  By: /s/ Brian Ward
    Authorized Representative

 

Confirmed as of the date first above written:

 

QH HUNGARY HOLDINGS LIMITED

 

By: /s/ Michael Kelletter  
  Name: Michael Kelletter  
  Title: Managing Director  

 

 

[Signature Page to 2nd A&R Supplemental Confirmation No. 3 (RBC)]

 

4

 

Exhibit 99.8

 

Execution Version

 

SUPPLEMENTAL CONFIRMATION NO. 8

 

Date:May 22, 2024
  
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 Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.

 

1.       This 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 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 Supplemental Confirmation relates are as follows:

 

Trade Date: May 22, 2024
   
Prepayment Amount: USD 39,500,675
   
Prepayment Date: The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date.
   
Initial Share Price: USD 186.3683
   
Forward Floor Price: USD 186.3683
   
Forward Cap Price: USD 205.0051
   
Final Disruption Date: February 23, 2026
   
Contractual Dividend: USD 0.455 per quarter

 

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

 

1

 

 

Component Number Number of Shares Scheduled Valuation Date
1 4,744 11/28/2025
2 4,744 12/1/2025
3 4,744 12/2/2025
4 4,744 12/3/2025
5 4,744 12/4/2025
6 4,744 12/5/2025
7 4,744 12/8/2025
8 4,744 12/9/2025
9 4,744 12/10/2025
10 4,744 12/11/2025
11 4,744 12/12/2025
12 4,744 12/15/2025
13 4,744 12/16/2025
14 4,744 12/17/2025
15 4,744 12/18/2025
16 4,744 12/19/2025
17 4,744 12/22/2025
18 4,744 12/23/2025
19 4,744 12/24/2025
20 4,744 12/26/2025
21 4,744 12/29/2025
22 4,744 12/30/2025
23 4,744 12/31/2025
24 4,744 1/2/2026
25 4,744 1/5/2026
26 4,744 1/6/2026
27 4,744 1/7/2026
28 4,744 1/8/2026
29 4,744 1/9/2026
30 4,744 1/12/2026
31 4,744 1/13/2026
32 4,744 1/14/2026
33 4,744 1/15/2026
34 4,744 1/16/2026
35 4,744 1/20/2026
36 4,744 1/21/2026

 

2

 

 

37 4,744 1/22/2026
38 4,744 1/23/2026
39 4,744 1/26/2026
40 4,744 1/27/2026
41 4,744 1/28/2026
42 4,744 1/29/2026
43 4,744 1/30/2026
44 4,744 2/2/2026
45 4,744 2/3/2026
46 4,744 2/4/2026
47 4,744 2/5/2026
48 4,744 2/6/2026
49 4,744 2/9/2026
50 4,744 2/10/2026

 

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 this Transaction shall be 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).

 

Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Thirteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.

 

3

 

 

Counterparty hereby agrees (a) to check this 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 Supplemental Confirmation relates by manually signing this 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: Michael Kelleher 
 Title:   Managing Director 

 

 

 

Exhibit 99.9

 

Execution Version

 

SUPPLEMENTAL CONFIRMATION NO. 5

 

Date: May 22, 2024
   
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: Royal Bank of Canada

 

Reference Number:             To be advised.

 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Royal Bank of Canada (“Dealer”) and QH Hungary Holdings Limited (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.

 

1.         This 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 26, 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 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 Supplemental Confirmation relates are as follows:

 

Trade Date: May 22, 2024
   
Prepayment Amount: USD 26,333,784
   
Prepayment Date: The first Currency Business Day following the Trade Date, provided that all of the conditions specified in Section 4 of the Master Confirmation have been satisfied or waived by Dealer and Counterparty has satisfied its obligations under Section 6(d) of the Master Confirmation on or prior to such date.
   
Initial Share Price: USD 186.3683
   
Forward Floor Price: USD 186.3683
   
Forward Cap Price: USD 205.0051
   
Final Disruption Date: February 23, 2026
   
Contractual Dividend: USD 0.455 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 3,162 11/28/2025
2 3,162 12/1/2025
3 3,162 12/2/2025
4 3,162 12/3/2025
5 3,162 12/4/2025
6 3,162 12/5/2025
7 3,162 12/8/2025
8 3,162 12/9/2025
9 3,162 12/10/2025
10 3,162 12/11/2025
11 3,162 12/12/2025
12 3,162 12/15/2025
13 3,162 12/16/2025
14 3,162 12/17/2025
15 3,162 12/18/2025
16 3,162 12/19/2025
17 3,162 12/22/2025
18 3,163 12/23/2025
19 3,163 12/24/2025
20 3,163 12/26/2025
21 3,163 12/29/2025
22 3,163 12/30/2025
23 3,163 12/31/2025
24 3,163 1/2/2026
25 3,163 1/5/2026
26 3,163 1/6/2026
27 3,163 1/7/2026
28 3,163 1/8/2026
29 3,163 1/9/2026
30 3,163 1/12/2026
31 3,163 1/13/2026
32 3,163 1/14/2026
33 3,163 1/15/2026
34 3,163 1/16/2026
35 3,163 1/20/2026
36 3,163 1/21/2026
37 3,163 1/22/2026
38 3,163 1/23/2026
39 3,163 1/26/2026
40 3,163 1/27/2026
41 3,163 1/28/2026
42 3,163 1/29/2026
43 3,163 1/30/2026
44 3,163 2/2/2026
45 3,163 2/3/2026
46 3,163 2/4/2026
47 3,163 2/5/2026
48 3,163 2/6/2026
49 3,163 2/9/2026
50 3,163 2/10/2026

 

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 this Transaction shall be 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).

 

Dealer’s obligation under the Transaction is subject to the satisfaction or waiver (such waiver to be in writing) by Dealer of the additional condition that Counterparty shall have executed a Thirteenth Amendment to the Margin Loan Agreement, dated as of the date of this Supplemental Confirmation, among Counterparty, each Lender party thereto, and Citibank, N.A., as Administrative Agent and Calculation Agent.

 

 

 

Counterparty hereby agrees (a) to check this 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 Supplemental Confirmation relates by manually signing this 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,
   
  ROYAL BANK OF CANADA
   
  By: /s/ Brian Ward
    Authorized Representative

 

 

Confirmed as of the date first above written:  
   
QH HUNGARY HOLDINGS LIMITED  
   
By: /s/ Michael Kelleher  
  Name: Michael Kelleher  
  Title: Managing Director