Subject:

Completion of the transaction to subscribe for Vercom S.A. shares and dispose of Oxylion S.A. shares as a non-cash contribution

Content:

The Management Board of R22 S.A. [“Issuer”], with reference to Current Reports No. 5/2022 and 8/2022, announces that on 14 June 2022, in performance of the provisions of the agreement concluded by the Issuer with Vercom S.A. concerning the terms of subscription by the Issuer for shares in Vercom S.A. and disposal by the Issuer of shares in Oxylion S.A. as a non-cash contribution [“Agreement”], the Issuer and Vercom S.A. concluded an agreement for subscription by the Issuer for 903.085 Series E registered ordinary shares in Vercom S.A. [“New Shares”] for a total issue price of PLN 37.026.485,00, i.e. an issue price of PLN 41,00 per Vercom S.A. share [“Subscription Agreement”].

The Issuer and Vercom S.A. agreed in the Subscription Agreement that part of the issue price of the New Shares in the amount of PLN 28.001.483,00 will be paid by the Issuer in the form of a non-cash contribution comprising 26.275 shares in Oxylion S.A., representing 100% of the share capital of Oxylion S.A. and 100% of the votes at the general meeting of shareholders of Oxylion S.A. [“Oxylion Shares”]. The remaining part of the issue price of the New Shares in the amount of PLN 9.025.002,00 will be paid in cash within 3 [three] days from the date of conclusion of that agreement.

At the same time, on 14 June 2022 the Issuer and Vercom S.A. concluded a non-cash contribution agreement transferring the Oxylion Shares to Vercom S.A. as payment of the issue price of the New Shares up to the amount of PLN 28.001.483,00.

Oxylion S.A. operates in telecommunications market segments that are attractive to Vercom S.A. in the context of its global expansion strategy. In particular, Oxylion S.A. offers a broad range of advanced cloud telephony and VoIP services, including contact centre management, mass communication through voice campaigns, virtual IP-PBX, call recording, virtual fax and conference calls. The services can be integrated with numerous IT systems, including CRM and ERP, and are currently sold mainly to resellers, integrators and business customers.