Capital Increase 2023

2Performant at BSE

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About 2Performant

2Performant is a technology company that develops, operates and monetizes its own technology platform, through the two products: affiliate marketing and influencer marketing.

The 2Performant business model is centered around the technology on which the 2Performant.com platform is based, a technology that the company develops and improves, operates and monetizes through the two products – affiliate marketing and influencer marketing. Specifically, 2Performant provides companies and entrepreneurs or digital specialists with the technological infrastructure, the legal and fiscal framework and the know-how to be able to collaborate efficiently, correctly and transparently, for the benefit of all parties.

About the capital increase

In this section, investors can find all the information related to the 2023 Capital Increase Operation of 2Performant Network S.A.. The share capital increase was approved by the decision of the Board of Directors no. 4/28.11.2022, amending the decision of the Board of Directors no. 3/06.07.2022, based on the powers delegated by the decision of the Extraordinary General Meeting of the Company no. 1/18.04.2022.

According to the decision of the Board of Directors, the Company will issue in the capital increase operation 1,239,926 new shares with a nominal value of RON 0.1/share. The capital increase operation will be organized in two stages. First stage is subscription based on preference rights, second is the private placement. The detailed timeline of the operation is presented below:

Stage 1: Subscription based on preference rights

Publishing of the report regarding closing of Stage 1.

Stage 2: Private Placement

In the first stage, the investors will be able to purchase newly issued shares based on the number of preference rights. To subscribe a new share, 10 2PR05 preference rights are required (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).

Preferential rights with symbol 2PR05 were loaded to the shareholders’ accounts on 22.12.2022. Preference rights will not be traded on the MTS-AeRO market of the Bucharest Stock Exchange.

The subscription price per share was set at RON 1.70/share and includes the nominal value of the share (RON 0.1) and the issue premium (1.6 lei).

The shares that will not be subscribed in the first stage will be used in a number of up to 466,973 shares, at the subscription price of RON 1.70/share to compensate the certain, liquid and payable dues of the beneficiaries of the “Stock Option Plan” program of the Company, approved by decision no. 4/23.04.2021 of the Extraordinary General Meeting of the Company’s Shareholders.

Q&A

Why is 2Performant carrying out a capital increase?

The Share Capital Increase has as purpose obtaining funds to finance the current activity of the Company, respectively to finance ongoing projects and/or new projects, as well as the implementation of the Stock Option Plan.

Which are the stages of the share capital increase?

According to the decision of the Board of Directors dated 07.06.2022, the increase of the share capital will take place in two stages.

The first stage will involve the subscription of new shares based on preference rights (10 pre-emptive rights are required for the subscription of a new share). Stage 1 will take place over a period of one (1) month.

During the second stage, the shares that will not be subscribed in the first stage will be used in a number of up to 466,973 shares, at the subscription price of RON 1.70/share to compensate the certain, liquid and payable dues of the beneficiaries of the “Stock Option Plan” program of the Company, approved by decision no. 4/23.04.2021 of the Extraordinary General Meeting of the Company’s Shareholders.

The shares remained unsubscribed after the two stages will be canceled by the decision of the Board of Directors which determines the final results of the Share Capital Increase.

Are the preference rights tradable?

No, neither 2PR05 preference rights, nor the 2PR06 allocation rights (which will be allocated to you if you subscribe in the capital increase) will be traded.

For holders of 2PR05 rights, you can either use them to subscribe the newly issued shares, or you can decide not to subscribe. In the latter case, the 2PR05 will be removed from your trading account after the one (1) month subscription period for Stage 1 is over.

For holders of 2PR06 rights, these will automatically transform into 2P shares, after the finalization of all the share capital increase procedures.

Where can I find more information?

You can find on our website in the 2023 Capital Increase section all the information and documents related to the capital increase operation.

For more information about 2P’s activity on BVB, please visit the IR section of the website.

If you have other questions about the capital increase, please email our Investor Relations team at investors@2performant.com.

To be up-to-date with the phases of the capital increase as well as with general news on 2Performant’s evolution on BVB, we invite you to subscribe to our investors` newsletter here.

Documents.

Capital share increase documents:

Support documents:

Articles of incorporation