Subject:

Adoption by the Management Board of R22 S.A. of a resolution on conducting a buyback of the Company’s treasury shares and announcement of an invitation to submit offers to sell Company shares

Content:

The Management Board of R22 S.A. [“Company”, “Issuer”] announces that, acting pursuant to Resolution No. 18 of the Company’s Annual General Meeting of 06 June 2022 on the creation of reserve capital to finance the acquisition of the Company’s treasury shares, authorisation of the Company’s Management Board to acquire the Company’s treasury shares and appointment of an attorney authorised to represent the Company in transactions involving the acquisition of the Company’s treasury shares from shareholders who are also members of the Company’s Management Board [“Authorising Resolution”], and pursuant to the resolution of the Company’s Supervisory Board of 28 June 2022 consenting to the Company undertaking actions aimed at conducting a buyback of the Company’s treasury shares for cancellation, on 01 July 2022 it adopted a resolution on conducting a buyback of the Company’s treasury shares [“Treasury Shares”, “Management Board Resolution”].

Below, the Company provides information on the key principles for carrying out the Treasury Share buyback set out in the Management Board Resolution:

1. The Treasury Shares will be acquired through an investment firm in one or more off-session transactions conducted by way of a public invitation to all Company shareholders to submit offers to sell Treasury Shares [“Offer”] [“Invitation”], which in no case will constitute: [i] a public tender offer for the sale or exchange of shares referred to in Article 72a et seq. of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies [“Public Offering Act”], or [ii] an offer within the meaning of Article 66 of the Civil Code of 23 April 1964;

2. the total number of Treasury Shares to be acquired by the Company as a result of announcing the Invitation will not exceed 80.000 [eighty thousand];

3. if the number of Treasury Shares offered by shareholders for acquisition by the Company in response to the Invitation is higher than the total number of Treasury Shares specified by the Company in the announced Invitation, the Management Board will proportionally reduce the shareholders’ Offers, rounding any fractional number of Treasury Shares down to the nearest whole number, so that the total number of Treasury Shares is equal to the maximum number of Treasury Shares designated for acquisition by the Company as a result of announcing the Invitation and indicated by the Company in the announced Invitation, while observing the principle of equal treatment of all shareholders. Treasury Shares remaining after applying the above rounding [i.e. Treasury Shares in a number equal to the difference between the maximum number of Treasury Shares specified by the Company in the announced Invitation and the total number of Treasury Shares covered by the reduced and rounded Offers] will be allocated one at a time, successively, starting from the largest Offers to the smallest, until all Treasury Shares are allocated in a number equal to the maximum number of Treasury Shares designated for acquisition by the Company as a result of announcing the Invitation, as specified in the Invitation;

4. the price at which the Treasury Shares will be acquired is PLN 50,00 [fifty zlotys] per Treasury Share and was determined taking into account the conditions set out in the Authorising Resolution;

5. the total amount to be paid by the Company for the acquired Treasury Shares, including acquisition costs, will not exceed PLN 4.300.000 [four million three hundred thousand zlotys];

6. the Treasury Shares will be acquired from shareholders against consideration paid from funds originating from the reserve capital of PLN 4.300.000 [four million three hundred thousand zlotys], specifically created for this purpose pursuant to the Authorising Resolution, i.e. exclusively from the amount which, in accordance with Article 348 § 1 of the Commercial Companies Code, may be distributed among shareholders;

7. the Treasury Shares may be used by the Company for cancellation, further resale to third parties, financing the purchase price in transactions involving the acquisition of other entities by the Company or its subsidiaries, or may be offered by the Company under an incentive programme that may be established by the Company pursuant to a separate resolution of the Company’s General Meeting;

8. the Treasury Share buyback will be carried out according to the following schedule:

a] date of announcement of the Invitation: 04 July 2022,

b] commencement date for accepting Offers from shareholders: 05 July 2022,

c] closing date for accepting Offers from shareholders: 22 July 2022,

d] expected date of acquisition of Treasury Shares by the Company: 29 July 2022;

9. the Treasury Shares acquired by the Company will be fully paid up;

10. the Treasury Shares acquired by the Company must be fully transferable and free from encumbrances, including in particular: ordinary, tax, registered or financial pledges, seizure in enforcement proceedings, options, pre-emption rights or other priority rights, or any other right, encumbrance or restriction established in favour of third parties, whether in rem or contractual;

11. the Management Board, at its sole discretion and acting in the Company’s interest, may at any time terminate the acquisition of Treasury Shares or withdraw from the acquisition of Treasury Shares in whole or in part.

Accordingly, attached to this current report the Management Board provides the Invitation, which sets out the detailed conditions, dates and rules for carrying out the Treasury Share acquisition transaction, in particular the conditions and deadlines for shareholders to submit Offers, as well as the rules and conditions for settlement of the Treasury Share acquisition transaction.