Subject:

Acquisition of shares in H88 S.A. by the Company and a subsidiary

Content:

With reference to Current Report No. 4/2019 dated 15 March 2019 and Current Report No. 16/2019 dated 25 June 2019, the Management Board of R22 S.A. with its registered office in Poznań (the “Issuer” or the “Company”) hereby announces that, in performance of the Exit Agreement entered into on 15 March 2019, on 1 July 2019 a dispositive share sale agreement concerning shares in the Issuer’s subsidiary H88 S.A. with its registered office in Poznań was entered into (the “Dispositive Agreement”).

The parties to the Dispositive Agreement are TCEE Fund III S.C.A. SICAR (the “Fund”) as seller, and the Company and the Issuer’s subsidiary Vercom S.A. (“Vercom”) as buyers.

Pursuant to the Dispositive Agreement, the Company and Vercom purchased 30.647 shares in H88 S.A. from the Fund (the “Shares 1”) in the following proportions: the Company purchased 15 324 shares in H88 S.A. from the Fund (the “Shares 1A”) for EUR 3.408.258,35, and Vercom purchased 15 323 shares in H88 S.A. from the Fund (the “Shares 1B”) for EUR 3.408.258,35.

The purchase price of Shares 1A was financed with funds from a loan granted to the Company by mBank S.A. with its registered office in Warsaw under a loan agreement entered into on 25 June 2019, as announced by the Company in Current Report No. 16/2019 dated 25 June 2019.

The purchase price of Shares 1B was financed with funds from a loan granted to Vercom by mBank S.A. with its registered office in Warsaw under a loan agreement entered into on 25 June 2019, as announced by the Company in Current Report No. 16/2019 dated 25 June 2019.

Before execution of the Dispositive Agreement, the Company transferred to Vercom the rights and obligations under the Exit Agreement concerning the acquisition of 15 323 shares in H88 S.A., and Vercom acceded to the Exit Agreement and to the Investment Agreement and Shareholders’ Agreement dated 26 September 2016.

Following performance of the Dispositive Agreement, the Issuer directly holds 78,64 % of the shares and voting rights in H88 S.A. and indirectly, through its subsidiary Vercom, holds 7,12% of the shares and voting rights in H88 S.A.