Subject:

Execution by the Company and subsidiary Vercom S.A. of loan agreements

Legal basis:

§ 5(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state, in conjunction with Article 56(1)(2) of the Act on Public Offering – current and periodic information.

Content:

The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 25.06.2019 the Company entered into a loan agreement with mBank S.A. with its registered office in Warsaw for an amount of up to PLN 15.000.000 (“Agreement 1”), and subsidiary Vercom S.A. with its registered office in Poznań (“Vercom”) entered into a loan agreement with mBank S.A. with its registered office in Warsaw for an amount of up to PLN 20.000.000 (“Agreement 2”), comprising an investment loan of PLN 15.000.000 and an overdraft facility of PLN 5.000.000. The funds obtained by the Company under Agreement 1 and by Vercom under Agreement 2 in the amount of PLN 15.000.000 will be used to perform the Exit Agreement dated 15 March 2019 (described in Current Report 4/2019 dated 15.03.2019) and for the Company and Vercom to acquire (in equal parts) from TCEE Fund III S.C.A. 61.293 shares in H88 S.A. (a subsidiary of the Company). The funds obtained by Vercom under Agreement 2 in the amount of PLN 5.000.000 will be used to refinance existing indebtedness to mBank S.A. under the loan agreement dated 19 January 2017 and to finance Vercom’s current operations.

Agreement 1 provides for a repayment date of 25 June 2024 and the following security: submission by the Company to enforcement, a pledge over the Company’s accounts, a pledge over shares in H88 S.A. held by the Company, execution of a guarantee agreement by Oxylion S.A. (a subsidiary of the Company) and its submission to enforcement in connection therewith. The terms of Agreement 1 do not differ from terms commonly applied to agreements of this type.

Agreement 2 provides for a repayment date of 25 June 2024 with respect to PLN 15.000.000 and 25 June 2021 with respect to PLN 5.000.000, and the following security: submission by Vercom to enforcement, a pledge over Vercom’s accounts, a pledge over Vercom’s enterprise, a pledge over 99% of Vercom shares, execution of guarantee agreements by the Company, Oxylion S.A., REDGROUP sp. z o.o. (a direct subsidiary of Vercom and indirect subsidiary of the Company) and Niro Media Group sp. z o.o. (a direct subsidiary of Vercom and indirect subsidiary of the Company), and submission by each guarantor to enforcement. The terms of Agreement 2 do not differ from terms commonly applied to agreements of this type.