Subject:

Execution by R22 S.A. of an agreement with TCEE Fund III S.C.A. Sicar concerning the sale by TCEE Fund III S.C.A. of shares in a subsidiary of R22 S.A., i.e. shares in H88 S.A.

Content:

As at the date of execution of the agreement, the Issuer holds 71,52 % of the shares and voting rights in H88 S.A. (excluding H88 S.A.’s own shares).

Pursuant to the Agreement, the Issuer will acquire 30.647 shares in H88 S.A. (the “Shares 1”) for a price of EUR 6.816.516,70 (the “Price 1”), with payment of Price 1 to be made by 30 June 2019. Legal title to the Shares 1 will be transferred to the Company upon payment of Price 1.

At the same time, the Fund granted the Issuer and its subsidiary Vercom S.A. with its registered office in Poznań (“Vercom”) an option to acquire all remaining shares held by the Fund, i.e. 30.646 shares in H88 S.A. (the “Shares 2”). The purchase option may be exercised by the Issuer or Vercom by 10 February 2020 by submitting a statement accepting the Fund’s offer to sell. The price for Shares 2 under the purchase option is EUR 6.816.516,70 (the “Price 2”). If the purchase option is exercised, Price 2 must be paid to the Fund within 10 business days from delivery of the statement accepting the offer. Legal title to Shares 2 will be transferred to the Issuer or Vercom upon payment of Price 2 to the Fund.

Pursuant to the Agreement, amendments were made to the Investment Agreement and Shareholders’ Agreement (the “Investment Agreement”) dated 26 September 2016 by suspending the application of specified provisions of that agreement until 10 February 2020. Upon payment of Price 2, the Investment Agreement will terminate in full.

The Issuer is entitled to transfer some or all of its rights and obligations concerning the acquisition of Shares 1 to the Issuer’s subsidiaries.

The Issuer plans to finance the entire acquisition using own funds and debt financing.