Bittnet Systems SA (hereinafter referred to as “the Company”) informs investors about the decision of the Board of Directors to increase the share capital by issuing a number of 24,697,223 ordinary shares, dematerialized, of equal value and with a nominal value of RON 0.1 each, in the account of option holders (“Key Persons”) in accordance with the Incentive Plan for key persons – Stock Option Plan – approved by the EGMS Decision 12 of 25.04.2018 and the option contracts and additional documents – hereinafter referred to as “SOP 2018 ”or“ SOP ”.

The shared subscribed capital increases with the amount of RON 2,469,722.30, and the capitals increase additionally with the amount of RON 11,758,361.13 – premiums. According to the incentive plan – SOP2018 – a total number of 47 persons received the right, without having the obligation, to purchase from the Company shares at a price per share equivalent to a capitalization of the company as of 31.12.2017. Between 10.05.2020 – 10.06.2020 (the option maturity), the key persons exercised the option, the Company having the option to repurchase shares from the market, or to operate a capital increase by issuing to the option holders a number of shares equivalent to (at market price) with the financial value of the option for the options holders.

The total value of the options, was certified by the extrajudicial accounting expertise report dated 17.08.2020 – attached to this current report. The number of newly issued shares was determined in accordance with the provisions of art. 210(2) of Law 31/1990 and art. 87-88 of Law 24/2017 on issuers of financial instruments and market operations and art. 174 of the FSA Regulation no. 5/2018. Thus, the number of shares was established by dividing the receivable at the price of 0.5761 RON per share – the average market price of BNET shares between 14 August 2019 – 14 August 2020.

The capital increase is made by raising the rpreference right and based on the Decision of the Board of Directors no. 7 of 18.08.2020 (attached to this current report) and in accordance with the attributions delegated by the EGMS Decisions no. 3 of 25.04.2018 and no. 1 of 17.12.2018, so that the newly issued shares can be allocated to the key persons (as a result of SOP2018).

In addition to access of quality human resources, the development of the incentive program – SOP2018 – creates for the Company a double benefit in terms of cash flow and financial position (balance sheet): on the one hand, to complete SOP, the company did not have to decapitalize (through buying shares from the market), on the other hand, equity increases, without generating any disadvantage for minority shareholders. In this way, by implementing the incentive program, the interests of employees – key persons in the company – are aligned with those of shareholders.

The new shares issued as a result of the share capital increase by converting the certain, liquid and due receivable will be registered on the Payment Date by the Central Depository in the global accounts of the beneficiaries of the SOP – proportional to the value of the certain liquid and due receivable which they own over the Company.

The company will submit, in the next period, all the diligences in order to implement this market operation, addressing to the National Trade Register Office, the Financial Supervision Authority, the Bucharest Stock Exchange and the Central Depository.

Board Decision no. 7

Extrajudicial accounting report