Subject:

Management Board resolution on expanding the purposes and determining the timetable of the share buyback recommended to the Company’s General Meeting of Shareholders

Content:

With reference to Current Report No. 1/2019 dated 12 February 2019, the Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 16 May 2019 it adopted a resolution concerning the expansion of the purposes and determination of the timetable of the share buyback recommended to the Company’s General Meeting of Shareholders (the “Resolution”).

Pursuant to the Resolution, the Management Board decided to expand the currently permissible purposes of the share buyback recommended to the Company’s General Meeting of Shareholders so that, in addition to cancellation, they also include the possibility of subsequent resale to third parties or financing the purchase price in transactions involving the acquisition of other entities in the hosting industry.

Furthermore, the Management Board maintained the previous terms of the proposed R22 S.A. share buyback specified in the above current report, while dividing the programme into the following two stages:

a) in the first stage, it will be recommended that R22 S.A.’s subsidiary H88 S.A. carry out a share buyback for subsequent resale to third parties or to finance the purchase price in transactions involving the acquisition of other entities in the hosting industry, for which it will allocate reserve capital in an amount not exceeding PLN 2.500.000 (in words: two million five hundred thousand zlotys).

The maximum purchase price of own shares will be PLN 25,00 (in words: twenty-five zlotys) per 1 (in words: one) share. The authorisation for H88 covers the acquisition of up to 350.000 (in words: three hundred fifty thousand) own shares of R22 S.A. during the period ending on 31 December 2020.

b) in the second stage – depending on the amount of reserve capital created in H88 S.A., the results of the buyback conducted in the first stage and market conditions – the Management Board of the Company will adopt another resolution recommending that the Company’s General Meeting of Shareholders launch a share buyback by R22 S.A. or a subsidiary, allocating for that purpose an amount which, together with the amount of the first-stage buyback, will not exceed PLN 5.000.000 (in words: five million zlotys).

In order to commence the first stage of the share buyback, the Management Board of the Company will convene an Extraordinary General Meeting of Shareholders of the Company and present draft resolutions granting consent for the buyback of R22 own shares by the management board of subsidiary H88 S.A. in accordance with the terms specified in item a above.

The final decision on commencing the share buyback programme, including its terms, will be made by the General Meeting of the Company.