Current Report 16/2022

26/07/2022 • 18:23

Completion of the R22 S.A. treasury share buyback – summary

Content:

The Management Board of R22 S.A. [“Company”, “Issuer”], with reference to the Company’s Current Report No. 15/2022 of 04 July 2022, hereby presents a summary of the treasury share buyback conducted by the Company from 05 to 22 July 2022 [“Buyback”].

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In connection with the Buyback, 80.000 ordinary bearer shares of the Company, with a nominal value of PLN 0,02 each, registered in the securities depository maintained by KDPW under ISIN code PLR220000018 [“Treasury Shares”], will be acquired. The Treasury Shares will be acquired at a uniform price of PLN 50,00 per Treasury Share, i.e. for a total price of PLN 4.000.000. The aggregate nominal value of the acquired Treasury Shares is PLN 1.600.

The Treasury Shares acquired by the Issuer represent 0,56% of the Company’s share capital and the total number of votes at the Company’s General Meeting. Pursuant to Article 364 §2 of the Commercial Companies Code, the Company will not exercise participation rights attached to the Treasury Shares, except for the rights to dispose of them or to undertake actions aimed at preserving those rights.

The planned date for conclusion and settlement of the Treasury Share acquisition transactions is 28 July 2022, which constitutes a change compared with the expected settlement date of the Treasury Share acquisition transactions indicated in the Invitation to submit offers to sell Treasury Shares published by the Company on 04 July 2022 [29 July 2022]. The Treasury Share acquisition transaction will be executed outside the regulated market through mBank S.A. with its registered office in Warsaw.

As part of the buyback, sale offers were submitted for a total of 12.544.050 Company shares. Since the total number of Company shares offered for sale by the Company’s shareholders under the Buyback exceeded the total number of shares the Company intended to acquire under the Buyback, the Company applied a proportional reduction to the offers to sell Company shares, in accordance with the reduction rules described in detail in the invitation to submit offers to sell Company shares under the Buyback. The average reduction rate of the submitted offers was 99,36%.

The Treasury Shares may be used by the Company for cancellation, further resale to third parties, financing the purchase price in transactions involving the acquisition of other entities by the Company or its subsidiaries, or may be offered by the Company under an incentive programme that may be established by the Company pursuant to a separate resolution of the Company’s General Meeting.

The Company does not hold any treasury shares other than the Treasury Shares indicated above.