Subject:

Execution of a loan agreement

Legal basis:

Art. 17 sec. 1 MAR – inside information.

Content:

The Management Board of R22 S.A. with its registered office in Poznań (the “Company”, the “Issuer”) hereby announces that today a loan agreement was entered into between the Issuer, H88 S.A., Oxylion S.A. and Vercom S.A. (the “Borrowers”), on the one hand, and mBank S.A. (the “Lender”) and ING Bank Śląski S.A. (“ING”), on the other hand, pursuant to which the Lender granted: (i) the Company a term loan of up to PLN 60.000.000 (the “Acquisition Loan”), (ii) the Company a term loan of up to EUR 4.750.000 (the “EUR Loan”) exclusively to repay existing debt, (iii) the Borrowers a term loan of up to PLN 81.376.490,05 (the “PLN Loan”) exclusively to repay existing debt, (iv) H88 a revolving loan of up to PLN 5.000.000 to repay existing debt and for other purposes excluding acquisitions, while ING granted Vercom a revolving loan of up to PLN 5.000.000 to repay existing debt and for other purposes excluding acquisitions (the “Agreement”, the “Loans”).

The Acquisition Loan was granted exclusively to finance: (i) the Issuer’s acquisition of a total of 33,34% of the shares in Profitroom S.A.; and (ii) the Issuer’s acquisition of shares in H88 held, as at the date of execution of the Agreement, by TCFF Fund III S.C.A. SICAR with its registered office in Luxembourg.

The interest rate on the Loans is variable and is determined as the sum of a margin dependent on financial ratios and the relevant base rate: (i) WIBOR 3M for the Acquisition Loan and the PLN Loan, (ii) EURIBOR for the EUR Loan, and (iii) WIBOR 1M for the revolving loans.

The term loans were granted until 31 December 2026, while the revolving loans were granted for a period of 36 months from the date of execution of the Agreement or until 31 March 2023, whichever occurs first.

The Loans are secured by: (i) financial and registered pledges over shares in Profitroom S.A. held by the Borrowers, (ii) financial and registered pledges over all shares in H88, Oxylion and Vercom and material subsidiaries specified in the Agreement, (iii) financial and registered pledges over the bank accounts of the Borrowers and material subsidiaries specified in the Agreement, together with powers of attorney to operate such accounts, (iv) registered pledges over collections of movables and property rights comprising the enterprises of H88, Oxylion and Vercom and material subsidiaries specified in the Agreement, (v) a subordination agreement, and (vi) a statement of submission to enforcement made by each of the Borrowers up to 150% of the total exposure.

The Borrowers are subject to information covenants, must maintain specified financial ratios, and may not, without the Lender’s written consent and outside the scope permitted by the Agreement, encumber or dispose of assets, incur or grant financial indebtedness, change the corporate structure, or make distributions to shareholders, except for distributions made by the Issuer upon satisfaction of the financial conditions specified in the Agreement.

If the Borrowers breach their obligations under the Agreement (including, among other things, if the Loans are used contrary to their purpose, there is a payment delay, financial covenants are breached, public-law liabilities are paid late, or a change of control occurs without the required consent), the Lender will be entitled, among other things, to suspend disbursements, demand additional security or terminate the Agreement.

The remaining terms of performance of the Loan agreement do not differ from terms commonly applied to agreements of this type.