Subject:

Execution by subsidiary H88 HOSTING S.R.L. of an investment agreement concerning an investment in Blugento S.A.

Content:

The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 17.06.2019 its indirect subsidiary H88 HOSTING S.R.L. with its registered office in Romania (“H88”) entered into: (1) as investor, an investment agreement and a shareholders’ agreement with Stănescu Sergiu Vlad, Băbăşan Sergiu Lucian and Băbăşan Sandu (the “Founders”), shareholders of Blugento S.A. with its registered office in Romania (the “Investment Agreement”), and (2) as purchaser, a share sale agreement concerning Blugento S.A. with its registered office in Romania (“Blugento”) with a group of financial investors (the “Sale Agreement”).

As a result of completion of the Sale Agreement, H88 will acquire 185.610 shares in Blugento, representing 20% of the share capital. As a result of completion of the first stage of the Investment Agreement, as part of a share capital increase, H88 will subscribe for 147.977 new shares in Blugento. Following registration of the share capital increase, H88 will hold 333.587 shares representing 31% of Blugento’s share capital. The aggregate value of the two transactions above is EUR 1 million.

Furthermore, the Investment Agreement provides that (1) within 9 months from execution of the Investment Agreement, a transaction will be carried out under which the Founders will sell Blugento shares to H88, as a result of which H88 will hold shares representing 46% of Blugento’s share capital; and (2) within 12 months from execution of the Investment Agreement, H88 will have an option to increase Blugento’s share capital, following exercise of which H88 will hold shares representing 51% of Blugento’s share capital. The Agreement also provides H88 with a right to acquire, at a later stage, the remaining Blugento shares held by the Founders.

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