Subject:

Adoption by a subsidiary of a resolution on the voluntary cancellation of own shares

Legal basis:

Art. 17 sec. 1 MAR – inside information.

Content:

The Management Board of R22 S.A. with its registered office in Poznań (the “Company”) hereby announces that on 13.09.2019 the Extraordinary General Meeting of subsidiary Vercom S.A. adopted Resolution No. 3 §1 item I on the voluntary cancellation of 18.300 own shares with an aggregate nominal value of PLN 18.300,00, acquired by Vercom S.A. from minority shareholders Krzysztof Szyszka and Adam Lewkowicz, who are also Members of the Management Board of Vercom S.A., respectively President and Vice-President, pursuant to share purchase agreements for cancellation dated 21 March 2018, amended on 27 March 2018. Payment of consideration for the acquisition by Vercom S.A. in the amount of PLN 4.740.962,70 to the shareholders whose shares were cancelled was made from an amount available for distribution, i.e. from Vercom S.A.’s reserve capital created from profit.

Furthermore, the Extraordinary General Meeting of Vercom S.A. adopted Resolution No. 3 §1 item II on the voluntary cancellation of 38.879 shares of Vercom S.A. with an aggregate nominal value of PLN 38.879,00, acquired by Vercom S.A. from the majority shareholder R22 S.A. pursuant to a share purchase agreement for cancellation dated 13 September 2019, for consideration of PLN 382,47 per share and total consideration of PLN 14.870.051,13. The consideration payable to the shareholder whose shares are being cancelled will be paid from Vercom S.A.’s supplementary capital originating from the surplus generated by subscribing for shares at a price above their nominal value (share premium), from which PLN 14.831.172,13 is allocated, and from the amount resulting from the reduction of Vercom S.A.’s share capital in the amount of PLN 38.879,00. Payment of the consideration will be made within 7 days after the expiry of a six-month period calculated from the date of registration in the National Court Register of the reduction of Vercom S.A.’s share capital made in connection with the above cancellation.

In connection with Resolution No. 3, the Extraordinary General Meeting of Vercom S.A. adopted Resolution No. 4 on reducing Vercom S.A.’s share capital by PLN 57.179,00, i.e. from PLN 355.585,00 to PLN 298.406,00. In connection with the reduction of Vercom S.A.’s share capital, the Extraordinary General Meeting adopted a resolution amending the Articles of Association of Vercom S.A.

Following registration in the National Court Register of the reduction of Vercom S.A.’s share capital made pursuant to Resolution No. 4 of the Extraordinary General Meeting dated 13.09.2019, the Company will hold a 71,65 % interest in the share capital of Vercom S.A.

Accordingly, after the events described above, the Company’s target interest in the omnichannel communication segment will amount to 71,65 %.

The consideration received by the Company, referred to above, will be used to purchase from Vercom S.A. 7,12% of the shares acquired by Vercom S.A. in the Company’s direct subsidiary H88 S.A., as reported in Current Report No. 19/2019 dated 02.07.2019.