Subject:

Convening of the Annual General Meeting of R22 S.A.

Legal basis:

Art. 56 sec. 1 item 2 of the Act on Public Offering – current and periodic information

§ 19(1)(1)-(2) 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 (Journal of Laws of 2018, item 757).

Content:

The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 16.10.2018 its subsidiary Vercom S.A. with its registered office in Poznań (“Vercom”), as investor, entered into an investment agreement (the “Agreement”) with Grzegorz Warzecha, the sole shareholder of UserEngage sp. z o.o. with its registered office in Warsaw, and UserEngage sp. z o.o. itself (“UserEngage”).

In performance of the Agreement, on 16.10.2018 Vercom acquired from Grzegorz Warzecha 9 shares in UserEngage for PLN 2.000.000, representing 9% of the share capital. At the same time, on 16.10.2018 the Extraordinary Shareholders’ Meeting of UserEngage increased UserEngage’s share capital by PLN 450 through the creation of 9 new shares. All new shares were subscribed for by Vercom for PLN 2.500.000. Following registration of the above share capital increase, Vercom will hold 18 shares representing 16,51% of UserEngage’s share capital.

Furthermore, the Agreement provides that, within 18 months from execution of the Agreement, further mandatory increases of UserEngage’s share capital will be carried out, as a result of which Vercom will subscribe for a further 21 shares in UserEngage for a total amount of PLN 5.500.000. As a result, it will hold a total of 39 shares in UserEngage, representing in aggregate 30% of UserEngage’s share capital. The Agreement also provides Vercom S.A. with the right to subscribe, at a later stage, for a further 30% of UserEngage’s share capital.

UserEngage is a Marketing Automation platform that enables businesses to increase sales performance and improve customer satisfaction. The platform enables the collection of data on website visitors, delivery of personalised messages through multiple communication channels (including email, SMS, live chat, chatbot and push notifications), and automation of sales processes. The Marketing Automation market is one of the fastest-growing MarTech segments and UserEngage is successfully capitalising on this trend, dynamically acquiring customers from around the world (75% are from outside Poland) and basing its growth on the international market.