Current Reports

RB 58/2020

The Management Board of Pragma GO S.A. announces the completion of subscription and allotment of S-series bearer bonds issued under Resolution No. 1/30.11.2020 of the Management Board of Pragma GO S.A. dated November 30, 2020 on the issue of S-series Bonds, determination of their terms of issue, dematerialization and introduction to trading on Catalyst. 1) Subscription commencement date: December 3, 2020. 2) Subscription closing date: December 17, 2020. 3) date of allotment of financial instruments: December 18, 2020. 4) number of financial instruments subscribed or sold: 70,000 bonds 5) rate of reduction in individual tranches: the issue was not divided into tranches, subscriptions for a total of 70,000 bonds were accepted, 70,000 bonds were allotted, 6) number of financial instruments that were allotted as part of the subscription or sale: 70,000 series S bonds were allotted 7) price at which financial instruments were purchased (taken up): PLN 100 8) number of persons who duly subscribed for financial instruments subscribed or sold in individual tranches: the issue was not divided into tranches, 44 persons subscribed for S-series bonds 9) number of persons who were allotted financial instruments under the conducted subscription or sale in individual tranches: the issue was not divided into tranches, S-series bonds were allotted to 44 persons 10) name (companies) of underwriters who subscribed for financial instruments under the execution of underwriting agreements: The company did not enter into underwriting agreements 11) the total cost of the issue amounted to: PLN 224,750 12) Average subscription cost per unit of security: PLN 3.21 Financial liabilities from the issue of bonds will be reported at amortized cost using the effective interest rate method. Costs incurred in preparing and conducting the offering and consulting services related to the bond issue will be included in the calculation of amortized cost, in accordance with the application of the effective interest rate method, and as a result will be amortized to the income statement over the life of the bonds. 13) All series S bonds were subscribed for cash contributions.

RB 57/2020

The Management Board of PragmaGO S.A. informs that on December 14, 2020. The Management Board of the Warsaw Stock Exchange adopted Resolution No. 975/2020 to designate December 16, 2020 as the first day of trading in the alternative trading system on the Catalyst market of 120,000 series R bearer bonds issued by PragmaGO S.A., designated by the National Securities Depository with the code PLGFPRE00180. The bonds will be listed in the continuous trading system under the abbreviated name “PRF1124”. Legal basis: § 17 (1) (4) of the Regulation of the Minister of Finance dated March 29, 2018. On current and periodic information (…).

RB 56/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of November 30, 2020, the nominal value of the pledged claims for each series amounted to.

for the J series PLN 15,610,726. for the L series PLN 19,923,423. for the M series PLN 16,079,889. for the N series PLN 5,201,397. for the O series PLN 13,002,115. for the P series PLN 13,048,143. for the R series PLN 15,602,395.

Total value of the collection: PLN 98,468,087.

Total receipts to the bank account covered by the registered pledge established to secure the receivables from the Series P and Series R Bonds for the last 6 months amounted to PLN 53,751,519. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 55/2020

The Management Board of PragmaGO S.A. (the “Company”), in reference to the announcement on November 26, 2020 by Polish Enterprise Funds SCA registered in Luxembourg (the “Offeror”) through Powszechna Kasa Oszczędności Bank Polski S.A. Branch – Brokerage Office in Warsaw, a tender offer for the sale of 2,752,167 two million seven hundred and fifty-two thousand one hundred and sixty-seven shares of the Company representing 100% of the Company’s share capital and entitling to 100% of votes at the Company’s general meeting (the “Shares”) and (the “Tender Offer”), presents the position of the Company’s Management Board regarding the Tender Offer as attached.

Appendix: The position of the Management Board of PragmaGO S.A. regarding.

The Issuer announced that the Company became aware of the Tender Offer in current report 51/2020 dated November 26, 2020.

RB 54/2020

The Management Board of the Issuer PragmaGO S.A. informs that on December 09, 2020. The Management Board of the Warsaw Stock Exchange adopted Resolution No. 955/2020 to introduce 120,000 series R bearer bonds issued by PragmaGO S.A. with a nominal value of PLN 100 each to the alternative trading system on the Catalyst market. In connection with the adoption of the aforementioned resolution on the introduction, the Issuer also informs that the registration of the bonds in the National Depository for Securities will take place within 3 days after the NDS receives documents confirming their introduction to the alternative trading system. The resolution came into effect on the date of adoption.

Legal basis: § 17 (1) (2) of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information (…).

RB 53/2020

Enclosed the Issuer presents data on turnover and number of Customers for the month of November this year. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.

PragmaGO turnover and number of clients XI 2020

RB 52/2020

The Issuer’s Management Board announces that on November 30, 2020, it adopted a resolution on the issuance of series S bonds, determination of the terms of issue, dematerialization and listing of the bonds on the Catalyst market. The issue comprises no more than 70,000 dematerialized, secured bearer bonds. The Issuer intends to apply for the introduction of the bonds to the alternative trading system on the Catalyst market. Upon allocation, the Issuer will immediately take steps to dematerialize and register the bonds with the National Securities Depository. The issue will be successful if at least 30,000 bonds are properly subscribed and paid for _the issue threshold_. The nominal value of each bond is PLN 100. The issue price is equal to the par value. The bonds will be redeemed by the Issuer within 42 months from the date of allotment. The bonds will be redeemed by paying a cash amount equal to the nominal value of the bonds. The calculation and fulfillment of the benefit will be based on the number of bonds recorded in the bondholder’s securities account as of the end of the date on which the right to receive the redemption benefit is determined, unless NDS regulations require a different date. Series S bonds bear interest at a fixed rate. Interest periods are 3 months each. The bonds will be secured by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a pledge on the Issuer’s bank account.

On November 30, 2020. The Issuer entered into an agreement with the law firm Chabasiewicz, Kowalska and Partners Attorneys at Law, as collateral administrator, for a registered pledge on a set of variable rights and an agreement on the appointment of a pledge administrator.

Legal basis: Article 17 (1) MAR – confidential information.

RB 51/2020

The Management Board of PragmaGO S.A. with its seat in Katowice _”the Company” or “the Issuer_ announces that on November 26, 2020 it received information that Polish Enterprise Funds SCA registered in Luxembourg _”the Inviting Party”_ through Powszechna Kasa Oszczędności Bank Polski S.A. Branch – Brokerage Office in Warsaw, a tender offer to subscribe for the sale of 2,752,167 _two million seven hundred and fifty-two thousand one hundred and sixty-seven_ shares of the Company representing 100% of the Company’s share capital and entitling to 100% of votes at the Company’s general meeting _”Shares”_ _”Tender Offer”_. The Tender Offer was announced pursuant to Article 74 section 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005 _Journal of Laws 2019. 623, as amended _ and the Ordinance of the Minister of Development and Finance of September 14, 2017 on specimens of tender offers for the sale or exchange of shares of a public company, the detailed method of their announcement and the terms and conditions of the acquisition of shares as a result of such tender offers _Journal of Laws 2017.1748, as amended. The entity acquiring all the Shares under the Tender Offer is the Offeror. The Inviting Entity has undertaken to purchase the subscribed Shares on the condition that the number of Shares entitling to exercise at least 66% of the total number of votes will be subscribed for in the Tender Offer. The price of the Shares in the Tender Offer will be, respectively:
a_ PLN 18.10 _eighteen zlotys and ten groszy_ per registered share of the Issuer, in the case of registered shares owned by the Issuer’s parent company Pragma Inkaso S.A. headquartered in Tarnowskie Góry _”Pragma Inkaso”_ the price will thus be PLN 18.10 _eighteen zlotys and ten groszy_;
b_ PLN 24.50 _twenty-four zlotys and fifty groszy_ per one bearer share of the Issuer, with the proviso that in the case of bearer shares owned by Pragma Inkaso the price will be PLN 18.10 _eighteen zlotys and ten groszy_. The full text of the Tender Offer is available on the website of the Polish Press Agency at: http://infostrefa.com/infostrefa/pl/wiadomosci/37807416,wezwanie-do-zapisywania-sie-na-sprzedaz-akcji-pragmago-sa The Issuer’s Management Board’s position on the Tender Offer will be published by the Issuer in the form of a separate current report. Legal basis: Article 17 section 1 MAR – confidential information.

Legal basis: Article 17 (1) MAR – confidential information.

RB 50/2020

The Board of Directors of PragmaGO S.A. based in Katowice _”the Company” or “the Issuer”_ provides the contents of current report no. 50/2020 as an attachment.

Attachments:

Current report no. 50.2020 PragmaGO S.A.

RB 49/2020

The Management Board of PragmaGO S.A. seated in Katowice _”the Company” or “the Issuer_ announces confidential information concerning the Issuer’s knowledge of the stages of the negotiation process conducted by its parent company Pragma Inkaso S.A. based in Tarnowskie Góry _”Pragma Inkaso”_ with the Polish Enterprise Funds SCA registered in Luxembourg _”Buyer”_ regarding the terms and conditions of the sale of the Issuer’s shares by Pragma Inkaso, the public disclosure of which has been delayed.
At the same time, the Issuer’s Management Board informs that the negotiation process conducted by Pragma Inkaso with the Buyer has been recognized as a process stretched over time, which will result in the conclusion of an investment agreement and a shareholders’ agreement. In the course of this process, the Issuer has identified intermediate stages, themselves meeting the criteria for qualifying as confidential information. The disclosure of confidential information about the existence of intermediate stages during the negotiation process was delayed until the knowledge of Pragma Inkaso’s conclusion of the agreement under which Pragma Inkaso will enter into binding obligations _ which occurred on November 26, 2020. upon Pragma Inkaso’s conclusion of the Investment Agreement and Shareholders’ Agreement, of which the Issuer became aware and informed in current report No. 48/2020 dated November 26, 2020 _ pursuant to Article 17 (1) and (4) of the Regulation of the European Parliament and of the Council _EU_ No. 596/2014 of April 16, 2014. on market abuse _Market Abuse Regulation_ and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC _”MAR Regulation”_ and Article 4 of Commission Implementing Regulation _EU_ 2016/1055 of June 29, 2016. laying down implementing technical standards as regards the technical conditions for appropriate public disclosure of inside information and delaying the public disclosure of inside information in accordance with Regulation of the European Parliament and of the Council _EU_ No. 596/2014 _”Implementing Regulation”_, due to the protection of the Issuer’s legitimate interests, i.e. the risk of negative impact of information disclosure on the course and outcome of Pragma Inkaso’s negotiations with the Buyer, and thus the risk of unfavorable business and financial consequences for the Company, in particular, the negative impact on the Company’s ability to obtain financing, and the risk of improper assessment of the information by the market.
The following intermediate stages of the negotiation process were subject to delayed public disclosure:
1_ of November 15, 2019 on the knowledge of the conclusion on November 15, 2019. by Pragma Inkaso with the Fund of a term-sheet concerning the material terms and conditions of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso.
Contents of the delayed confidential information:
“The Management Board of Pragma Faktoring S.A. with its seat in Katowice _”the Issuer”_ informs that on November 15, 2019 it received knowledge of the conclusion on November 15, 2019 by the parent company Pragma Inkaso S.A. based in Tarnowskie Góry _”Pragma Inkaso”_ of a term-sheet concerning the material terms of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso _”Term-Sheet”_. In addition to Pragma Inkaso, the parties to the Term-Sheet are: the Polish Enterprise Funds SCA fund registered in Luxembourg _”Buyer”_, the shareholders of Pragma Inkaso: Guardian Investment sp. z o.o. based in Tarnowskie Góry, Dom Maklerski BDM S.A. based in Bielsko-Biała, Mr. Jacek Obrocki and the President of the Issuer’s Management Board Tomasz Boduszek.

The Term-Sheet does not constitute a legally binding agreement, subject to the provisions of confidentiality, negotiation exclusivity, applicable law and dispute resolution, costs and the legal nature of the Term-Sheet.
The Term-Sheet does not constitute a commitment to enter into any agreement, nor does it constitute a commitment by Pragma Inkaso to sell shares of the Issuer. The Term-Sheet sets forth the material terms and conditions of a potential transaction _”Transaction”_ including:
i. acquisition of the Issuer’s shares by the Buyer through a tender offer by the Buyer for up to 100% of the Issuer’s shares;
ii. payment of dividends to the Issuer’s shareholders;
iii. possibility of removal of dematerialization and withdrawal of the Issuer’s shares from trading on the regulated market operated by the Warsaw Stock Exchange in cases specified in the Term-Sheet;
iv. issuance of new shares by the Issuer. In accordance with the provisions of the Term-Sheet, the Buyer will conduct due diligence on the Issuer. The parties have also agreed on a period of negotiating exclusivity for conducting due diligence and holding discussions on the potential Transaction. The target structure of the Transaction, including, in particular, the wording of the investment agreement, which will specify the detailed terms of the Transaction, will be determined by the parties to the Transaction during further negotiations. The Issuer considered the above information to be material information, as if the Transaction is implemented, it will have a significant impact on the Company and its shareholders.” 2_ dated September 18, 2020, on becoming aware of the conclusion of an addendum to the term-sheet by Pragma Inkaso with the Fund on September 18, 2020, regarding the material terms of the Transaction for the disposal of the Issuer’s shares by Pragma Inkaso. Content of the delayed confidential information:
“The Management Board of PragmaGo S.A. with its seat in Katowice _”Issuer”_ informs that it became aware on September 18, 2020 of the conclusion on September 18, 2020 by the parent company Pragma Inkaso S.A. with its registered office in Tarnowskie Góry _”Pragma Inkaso”_ an annex to the term-sheet concluded on November 15, 2019 concerning the material terms of the transaction for the disposal of the Issuer’s shares by Pragma Inkaso _”Term-Sheet”_, _”Annex”_. In addition to Pragma Inkaso, the parties to the Annex are: the Polish Enterprise Funds SCA fund registered in Luxembourg _”Buyer”_, the Issuer’s shareholders: Guardian Investment sp. z o.o. based in Tarnowskie Góry and Mr. Jacek Obrocki, as well as the President of the Issuer’s Management Board, Tomasz Boduszek. The Annex did not change the legal nature of the Term-Sheet. The Term-Sheet does not constitute a legally binding agreement, subject to the provisions of confidentiality, negotiation exclusivity, applicable law and dispute resolution, costs and the legal nature of the Term-Sheet.
Term-Sheet does not constitute an obligation to enter into any agreement, nor does it constitute an obligation of Pragma Inkaso to sell shares of the Issuer. Pursuant to the terms of the Term-Sheet, the parties to the Term-Sheet have updated the material terms of the potential Transaction, which includes:
i. acquisition of the Issuer’s shares by the Buyer through a tender offer by the Buyer for up to 100% of the Issuer’s shares;
ii.

the possibility of lifting the dematerialization and withdrawal of the Issuer’s shares from trading on the regulated market operated by the Warsaw Stock Exchange in cases specified in the Annex;
iii. issuance of new shares by the Issuer. Pursuant to the provisions of the Annex, the Buyer will conduct an updated due diligence of the Issuer for the period following December 31, 2019. The parties have extended the period of negotiating exclusivity for conducting the updating due diligence and holding discussions on the potential Transaction. The target structure of the Transaction, including in particular the wording of the investment agreement, which will set out the detailed terms of the Transaction, will be determined by the parties to the Transaction during further negotiations. The Issuer considered the above information to be material information, as if the Transaction is implemented, it will have a significant impact on the situation of the Company and its shareholders.” Pursuant to the wording of the third paragraph of Article 17(4) of the MAR Regulation, the Issuer will immediately after the publication of this report inform the Financial Supervision Commission of the delayed disclosure of the above confidential information, submitting a written explanation on the fulfillment of the conditions set forth in Article 17(4) points a_ – c_ of the MAR Regulation. Legal basis: Article 17 (1) and (4) MAR – confidential information.

RB 48/2020

The Management Board of PragmaGO S.A., based in Katowice, Poland _”the Company” or “the Issuer”_, informs that on November 26, 2020. The Company has learned that its parent company Pragma Inkaso S.A., based in Tarnowskie Góry _”Pragma Inkaso”_ has entered into an investment agreement regarding the terms and conditions of Pragma Inkaso’s disposal of the Issuer’s shares _”Investment Agreement”_ and a shareholders’ agreement _”Shareholders’ Agreement”_. In addition to Pragma Inkaso, the parties to both the Investment Agreement and the Shareholders’ Agreement are the Polish Enterprise Funds SCA fund registered in Luxembourg _”Buyer”_, Pragma Inkaso shareholder Guardian Investment sp. z o.o. based in Tarnowskie Góry _”Guardian”_ and the Issuer’s President of the Management Board Tomasz Boduszek _”Manager”_. The Investment Agreement specifies, in particular, the terms and conditions for the acquisition by the Buyer of up to 100% of the Issuer’s shares under the tender offer for all the Issuer’s shares announced by the Buyer pursuant to Article 74 of the Offering Act. The key arrangements contained in the Investment Agreement are as follows:
1. On November 26, 2020. The Purchaser will launch a tender offer for the sale of all shares of the Issuer pursuant to Article 74 of the Offering Act _”Tender Offer”_. The purchaser of the Issuer’s shares will be the Buyer or another entity designated and controlled by the Buyer. The Tender Offer will be announced on the condition that the number of the Issuer’s shares entitling to exercise at least 66% of the total number of votes at the Issuer’s general meeting will be subscribed for in the Tender Offer. The price of the Issuer’s shares in the Tender Offer will be respectively:
a_ PLN 18.10 _eighteen zlotys and ten groszy_ per registered share, provided that in the case of registered shares owned by Pragma Inkaso the price will therefore be PLN 18.10 _eighteen zlotys and ten groszy_;
b_ PLN 24.50 _twenty-four zlotys and fifty groszy_ per bearer share, provided that in the case of bearer shares owned by Pragma Inkaso the price will be PLN 18.10 _eighteen zlotys and ten groszy_.
If the Tender Offer is not announced by January 31, 2020. The Investment Agreement shall expire. (2) Pragma Inkaso shall subscribe for the sale of 1,787,077 shares of the Issuer under the Tender Offer, including all 703,324 series A registered voting preference shares owned by Pragma Inkaso upon receipt of a notice from the Buyer that the conditions referred to in the Investment Agreement have been fulfilled. The Manager agreed not to subscribe for the sale of the Issuer’s shares under the Tender Offer. Upon settlement of the Tender Offer, Pragma Inkaso will remain the owner of 446,771 shares of the Issuer. 3. Pragma Inkaso and the Manager undertook to cause changes in the personnel of the Issuer’s Supervisory Board and amendments to the Issuer’s Articles of Association no later than on the date of settlement of the Tender Offer, and undertook to refrain from actions that could result in a loss of value of the Issuer, in particular from taking actions that could result in a material negative change in the Issuer’s situation. 4 Pragma Inkaso and the Manager undertook to join, at the Buyer’s request made after the settlement date of the Tender Offer, the shareholders’ agreement referred to in Article 87 par.

1 pt. 5 of the Act on Public Offering, which will concern, in particular, the execution of a compulsory buyout of the Issuer’s shares and the withdrawal of the Issuer’s shares from trading on the regulated market operated by the Warsaw Stock Exchange. (5) The parties to the Investment Agreement agreed that if the conditions set forth in the Investment Agreement are met, including in particular the conclusion of the agreement referred to in Section 4 and reaching the required threshold of the total number of votes in the Company, at the request of the Buyer, the parties will carry out a compulsory buyout of the Issuer’s shares or take actions to withdraw the Issuer’s shares from trading on a regulated market operated by the WSE. 6 The Investment Agreement contains standard provisions regulating the guarantee liability of Pragma Inkaso, Guardian and the Manager for the truthfulness and completeness of the assurances made in the Investment Agreement and for the obligations assumed by these entities in the Investment Agreement, as well as contractual penalties for breach of obligations under the Investment Agreement, and provisions concerning the assumption of _indemnity_ liability with respect to the cases specified in the Investment Agreement. 7 The Investment Agreement provides for standard provisions for this type of agreements regarding non-competition, prohibition of depletion of the Issuer’s assets in the interim period _locked box_ and prohibition of disposal and encumbrance of the Issuer’s shares _stand-still_. 8 The Investment Agreement provides for a mechanism under which Pragma Inkaso will be obliged to repurchase from the Issuer the assets specified in the agreement _portfolio of receivables, investment properties_ or transfer part of the Issuer’s shares held by Pragma Inkaso to the Buyer, under the terms and in the cases specified in the Investment Agreement. The Shareholders’ Agreement expresses the principles of cooperation between the parties after settlement of the Tender Offer. The Shareholders’ Agreement shall become effective upon settlement of the Tender Offer _”Closing Date”_, subject to settlement of the Tender Offer, in accordance with the provisions of the Investment Agreement, and shall remain in effect until the date on which the Buyer has sold all of its shares in the Issuer. The key arrangements contained in the Shareholders’ Agreement are as follows:
1. The Shareholders’ Agreement contains provisions regarding the powers and operation of the Issuer’s bodies and the rules for the appointment and removal of their members. These provisions are to be reflected in the provisions of the Issuer’s Articles of Association. 2 The Agreement provides for the recapitalization of the Issuer through the issuance of new shares by December 31, 2022, under which the Buyer will be entitled to acquire a total of no more than 3,658,537 new shares of the Issuer at an issue price significantly lower than the share price in the Tender Offer. In the cases specified in the Shareholders’ Agreement, the Buyer shall be entitled to provide additional financing to the Issuer by increasing the Issuer’s share capital excluding the pre-emptive rights of the Issuer’s shareholders through a private subscription addressed to the Buyer or its affiliate. The valuation of the Issuer’s new shares issued to provide additional financing is not limited by the provisions of the Shareholders’ Agreement. (3) Under the Shareholders’ Agreement, Pragma Inkaso and Guardian have agreed that, without the prior written consent of the Buyer, there shall be no encumbrance of Pragma Inkaso’s or Guardian’s _shares_, assets or other property, disposition of Pragma Inkaso’s or Guardian’s shares, issuance of new Pragma Inkaso’s or Guardian’s shares, other than in accordance with the terms of the Shareholders’ Agreement.

4. as part of the Shareholders’ Agreement, Guardian and the Manager agreed to establish a special purpose vehicle with the Buyer to take over the business functions carried out by Pragma Fakor sp. z o.o., based in Katowice. 5. The Shareholders’ Agreement also contains provisions, standard for this type of agreement, regulating in particular:
a_ implementation of the Issuer’s management option program;
b_ restrictions and conditions for the disposal of the Issuer’s shares, including provisions regarding the _drag-along right_ and the _tag-along right_;
c_ non-competition;
d_ rules for the Buyer’s exit from the Company. 6 The Shareholders’ Agreement contains provisions imposing liquidated damages on Pragma Inkaso and the Manager in the event of violation of certain provisions of the Shareholders’ Agreement. In order to secure the Buyer’s claims under the Investment Agreement and the Shareholders’ Agreement, Pragma Inkaso has undertaken to:
a_ enter into a registered pledge agreement with the highest priority of satisfaction on all shares of the Issuer held by Pragma Inkaso on the date of the Investment Agreement and acquired in the future, excluding 1,787,078 shares of the Issuer sold in the Tender Offer,
b_ enter into an agreement to establish a mortgage on the real estate indicated in the Investment Agreement. As the Issuer has become aware of the conclusion of the Investment Agreement and the Shareholders’ Agreement, the Issuer will disclose confidential information regarding the negotiation process of the Investment Agreement and the Shareholders’ Agreement, the public disclosure of which has been delayed, in a subsequent current report. The Issuer considered the above information to be material information, as the value of the transaction covered by the Investment Agreement exceeds the materiality criterion adopted by the Issuer. Legal basis: Article 17 (1) MAR – confidential information.

RB 47/2020

Legal basis: Art. 56 (1) (2) of the Public Offering Act – current and periodic information

The Issuer_ announces that today the National Depository for Securities (NDS) has issued a statement that it has entered into an agreement with the Issuer to register in the depository 120,000 series R bearer bonds, which have been assigned ISIN code: PLGFPRE00180. The registration will take place within 3 days after the NDS receives documents confirming the introduction of the above-mentioned bonds to the alternative trading system. Legal basis: § 17(1)(1_) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.

RB 46/2020

The Issuer announces that it is changing the date of publication of the consolidated interim report for Q3 2020 to November 25, 2020.
Legal basis: par. 80 paragraph 2 of the MF Regulation of 29.03.2018 on current and periodic information _…_.

RB 45/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of October 31, 2020, the nominal value of the claims included in the set of pledged claims for each series was:

for J series PLN 15,601,331. for L series PLN 19,584,332. for M series PLN 15,603,837. for the N series PLN 5,225,770. for the O series PLN 13,010,088. for the P series PLN 13,000,555.

Total value of the collection: PLN 82,025,914.

Total receipts to the bank account covered by the registered pledge established to secure the receivables from the Series P Bonds for the last 6 months amounted to PLN 48,413,246. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 44/2020

Legal basis: art. 56 (1) (2) of the Act on Offering – current and periodic information

The Management Board of PragmaGO S.A. announces the completion of subscription and allotment of R-series bearer bonds issued on the basis of Resolution No. 1/22.10.2020 of the Management Board of PragmaGO S.A. dated October 22, 2020 on the issue of R-series bonds, determination of their terms of issue, dematerialization and introduction to trading on Catalyst.

1. subscription start date: October 27, 2020.
2. subscription end date: November 9, 2020.
3. date of allocation of financial instruments: November 10, 2020.
4. number of financial instruments subscribed or sold: 120,000 bonds,
5. Reduction rate by tranches: the issue was not divided into tranches, subscriptions were accepted for a total of 120,000 bonds, a discretionary allocation of 120,000 bonds was made, the discretionary reduction applied to 115 bonds,
6. Number of financial instruments that were allocated in the subscription or sale: 120,000 series R bonds were allocated,
7. the price at which the financial instruments were acquired (taken up): PLN 100,
8. Number of persons who subscribed for financial instruments subscribed or sold in individual tranches: the issue was not divided into tranches, 69 persons subscribed for R-series bonds,
9. The number of persons to whom financial instruments were allocated under the subscription or sale in individual tranches: the issue was not divided into tranches, R-series bonds were allocated to 69 persons,
10. The name(s) of the underwriters who acquired financial instruments in the performance of underwriting agreements: The Company has not entered into underwriting agreements,
11. value of the conducted subscription: PLN 12,000,000.
12. The total costs of the issue amounted to: PLN 416,500.
13. average cost of carrying out the subscription per unit of security: PLN 3.47. Financial liabilities from the bond issue will be recognized at amortized cost using the effective interest rate method. The incurred costs of preparing and conducting the offering and consulting related to the bond issue will be included in the calculation of amortized cost, in accordance with the application of the effective interest rate method, and as a result will be amortized to the income statement over the term of the bonds,
14. All series R bonds were subscribed for cash contributions.

RB 43/2020

Enclosed the Issuer presents data on turnover and number of Customers for the month of October this year. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.

PragmaGO data on turnover and number of clients in X.2020

RB 42/2020

The Issuer’s Management Board announces that on October 22, 2020, it adopted a resolution on the issuance of series R bonds, determination of the terms of issue, dematerialization and listing of the bonds on the Catalyst market. The issue comprises no more than 120,000 dematerialized, secured bearer bonds. The Issuer intends to apply for the introduction of the bonds to the alternative trading system on the Catalyst market. Upon allocation, the Issuer will immediately take steps to dematerialize and register the bonds with the National Securities Depository. The issue will be successful if at least 50,000 bonds are properly subscribed and paid for (the issue threshold). The nominal value of each bond is PLN 100. The issue price is equal to the par value. The bonds will be redeemed by the Issuer within 4 years from the date of their allocation. The bonds will be redeemed by paying a cash amount equal to the nominal value of the bonds. The calculation and fulfillment of the benefit will be based on the number of bonds recorded in the bondholder’s securities account as of the end of the date on which the right to receive the redemption benefit is determined, unless NDS regulations require a different date. Series P bonds bear interest at a fixed rate. Interest periods are 3 months each. The bonds will be secured by a registered pledge on a set of existing and future receivables of variable composition, constituting an economic whole, and a pledge on the Issuer’s bank account.

On October 22, 2020. The Issuer has entered into a registered pledge agreement with the law firm Chabasiewicz, Kowalska and Partners Attorneys at Law, as collateral administrator, on a set of rights with variable composition, and an agreement on the appointment of a pledge administrator. Legal basis: Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 41/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of September 30, 2020, the nominal value of the pledged claims for each series was: for series J, PLN 15,600,225. for the L series PLN 19,863,626. for the M series PLN 15,714,670. for the N series PLN 5,767,994. for the O series PLN 13,000,864. for the P series PLN 13,027,807. Total value of the collection: PLN 82,975,186. Total receipts to the bank account covered by the registered pledge established to secure receivables from the P Series Bonds for the last 6 months amounted to PLN 44,394,497. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 40/2020

Enclosed the Issuer presents data on turnover and number of Customers for the month of September this year. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU No. 596/2014 _MAR_.

Turnover and customer volume data for September 2020

RB 39/2020

The Issuer announces that it has entered into an agreement with Bank Gospodarstwa Krajowego S.A. regarding a portfolio factoring guarantee line within the Liquidity Guarantee Fund. The agreement sets out the rules for granting by Bank Gospodarstwa Krajowego, within the framework of the portfolio guarantee line, irrevocable and payable on first demand guarantees of repayment of factoring limits granted by PragmaGO as a Factor under non-recourse factoring (with recourse) and reverse factoring agreements to entrepreneurs belonging to the SME category and large entrepreneurs for the purpose of ensuring financial liquidity. The guarantee under the portfolio guarantee line may cover factoring limits granted no earlier than March 1, 2020 and entered in the register of guaranteed agreements until December 31, 2020, up to a total guarantee limit of PLN 35,000,000 (PLN: thirty-five million).

Under guaranteed contracts, if the recipient (payer) of a given invoice fails to make payment then PragmaGO will be able to use the aforementioned guarantee, which will allow the client to avoid the need for immediate payment of a recourse claim.

Guarantees provided by BGK constitute state aid granted on the basis of the European Commission’s Communication “Temporary framework for state aid measures to support the economy in the context of the ongoing COVID-19 epidemic”. The guarantee under the portfolio guarantee line may cover factoring limits granted no earlier than March 1, 2020 and entered in a special register of guaranteed contracts, until December 31, 2020, up to a total guarantee limit of PLN 35,000,000 (PLN: thirty-five million). This limit may be reduced in the event of lower utilization than indicated in the agreement. The agreement was concluded for an indefinite period, with a one-month notice period.

According to the Issuer, the concluded agreement will have a positive impact on the risk level of PragmaGO’s factoring portfolio and its sales performance.

RB 38/2020

The Board of Directors of the Issuer announces that on September 21, 2020, it adopted a resolution to repeal in its entirety the resolution of the Board of Directors of the Issuer dated October 10, 2019 on the Second Public Bond Issuance Program, which the Issuer announced in current report No. 39/2019. At the same time, the Board of Directors of the Issuer announces that on September 21, 2020, it adopted a resolution to establish a public bond issuance program by the Issuer (“II PPEO”). Under the II PPEO, the Issuer may issue bonds (“Bonds”) with an aggregate nominal value of no more than PLN 100,000,000 (one hundred million), within a period of no more than twelve months from the date of approval of the base prospectus by the Financial Supervision Commission. The Bonds shall be secured in the manner and at the times specified in the base prospectus and the final terms and conditions of issuance of each series of Bonds. The Bonds shall be dematerialized bearer bonds. Individual series of Bonds may have different detailed terms and conditions of issuance, including rules regarding interest rates and their amounts. Detailed terms and conditions of issuance of each series of Bonds, including the issue price of the Bonds, will be included in the basic prospectus and the final terms and conditions of issuance of each series of Bonds. Issues of Bonds will be made each time by resolution of the Board of Directors. PragmaGO S.A. has been an Issuer on the Catalyst market since 2011. In total, the company issued 16 series of bonds worth PLN 218 million, with all series fully subscribed. 10 series of bonds worth PLN 155 million have been repaid on time or early. Legal basis: Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 37/2020

The Issuer announces that, in cooperation with the Infakt.pl platform (which provides e-invoicing and e-accounting services), it has launched a new solution for Infakt.pl customers to speed up payments for their invoices.

The solution is that recipients of these invoices will have the option to pay for them by using the Purchase Financing product implemented by PragmaGO (invoice payment method). In order to use Purchase Financing as a payment method, the invoice recipient only needs to click on an interactive link on the invoices they receive, which initiates an automated, online process of scoring and selling the service.

The solution will speed up payments received by Infakt.pl customers, give recipients of those invoices the ability to make payments at a convenient time, and increase customer benefits associated with using the Infakt.pl platform. Until now, Infakt.pl customers have had access to other PragmaGO services from the platform: selling issued invoices, as well as financing cost invoices and public liabilities with deferred payment.

Purchase Financing as an e-invoice payment method is the first such solution implemented by PragmaGO on supported invoicing platforms, and more are planned. According to the Issuer, it can significantly expand the potential target group of customers for services provided by PragmaGO.

RB 36/2020

With reference to current report no. 28/2020, the Issuer announces the launch of the first stage of the project to offer factoring services at allegro.pl. The launched stage of the project consists in onboarding of entrepreneurs selling and buying at allegro.pl interested in receiving immediate payment for sold goods or acquiring these goods with deferred payment. The onboarding process is carried out using the Allegro.pl and Navi PragmaGO applications communicating with each other and ends with the signing of a contract. In the next stage of the project, the possibility of completing financing transactions within the framework of signed agreements will be made available.

Legal basis – Article 17 (1) MAR – confidential information.

RB 35/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of August 31, 2020, the nominal value of the pledged claims for each series was: for series J, PLN 15,604,195. for the L series, PLN 19,511,303. for the M series PLN 18,798,798. for the N series PLN 5,645,608. for the O series PLN 14,517,878. for the P series PLN 13,525,973. Total value of the collection: PLN 87,603,755. Total receipts to the bank account covered by the registered pledge established to secure receivables from the P Series Bonds for the last 6 months amounted to PLN 37,685,594. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 34/2020

Enclosed the Issuer presents data on turnover and number of Customers for the month of August this year. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU_ No. 596/2014 _MAR_.

Attachments:

Turnover data and number of customers in August 2020

RB 33/2020

On August 26, 2020, the Ordinary General Meeting of Shareholders of PragmaGO S.A. passed Resolution No. 5 on the payment of dividends, according to which:
1. the amount of the dividend is PLN 10,733,451.30;
2. the dividend value per share is PLN 3.90;
3. the number of shares covered by the dividend is 2,752,167;
4. the dividend date is October 23, 2020;
5. the dividend payment date is October 30, 2020. Legal basis: § 19 (2) of the Decree of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.

RB 32/2020

The Management Board of PragmaGO S.A. announces the contents of the resolutions passed by the Ordinary General Meeting of Shareholders which took place at the Issuer’s headquarters, on August 26, 2020. The Ordinary General Meeting of Shareholders considered all of the items on the planned agenda, passed all resolutions that were included in the drafts presented by the Management Board, and no objections were raised to any of the resolutions. A list of shareholders holding at least 5% of the total number of votes at the Ordinary General Meeting is also attached to this report. Legal basis: § 19 (1) points 6_, 7_ and 9_ of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information _…_.

Attachments:

Resolutions adopted by the AGM on 26.08.2020

List of shareholders

RB 31/2020

The Issuer announces that it is changing the publication date of the consolidated interim report for the first half of 2020 to September 14, 2020. The change is due to the work schedule of the auditor reviewing the financial statements. Legal basis: par. 80 paragraph 2 of the MF Regulation of 29.03.2018 on current and periodic information _…_.

RB 30/2020

PragmaGO S.A. informs that on 25th August 2020, an amendment to the suretyship agreement was signed, the conclusion of which was announced by the Issuer in the current report No. 41/2018 of June 6, 2018. The suretyship agreement is part of the Issuer’s servicing project, in which: – an entity based in the USA specializing in lending to companies from the SME financing sector (Fund) places at the disposal of the special purpose vehicle Pragma Faktor sp. z o.o. (SPV) a revolving credit facility in the amount of PLN 22 million (RCF), – the credit facility is partially guaranteed by the Issuer, – The Issuer also grants SPV a subordinated loan in the amount not lower than PLN 1.1 million, – The Issuer manages the SPV factoring receivables portfolio and receives remuneration for this service. As a result, PragmaGO® obtains revenues from the project without increasing on balance sheet debt. Under the amendment, the amount of the Issuer’s liability for the liabilities of SPV resulting from the RCF was increased from 10% to 20%, i.e. to PLN 4.4 million. In connection with the above-mentioned suretyship agreement, the SPV signed an amendment letter to the RCF, which specifies among others a 12-month period in which the agreement is not terminated (after this period, a 3-month notice period applies) and the maximum financial leverage, i.e. the ratio of the value of all liabilities to the value of net assets at the level of 5: 1 (net assets are increased, while liabilities are decreased by the value of the subordinated debt to the Fund). At the same time, the Issuer signed a tripartite agreement with the Fund and the SPV regulating the issues related to the above-mentioned subordinated debt. In the amendment letter to the RCF, financing costs were also reduced by more than 20%, which made it possible to appropriately increase the amount of the servicing fee in the contract between the Issuer and the SPV for the management of the factoring receivables portfolio. The total value of the Issuer’s servicing fee in the first six months of 2020 amounted to PLN 1.42 million, which represents 12% of the Issuer’s net sales revenues in this period. The current balance of the SPV’s debts towards the Fund is PLN 8.2 million, and the value of the SPV’s factoring receivables portfolio is PLN 13.4 million. Please find attached the details of the Pragma Faktor project as part of PragmaGO® financing strategy. Attachments:

Presentation_EN

RB 30/2020

PragmaGO S.A. announces that on August 25, 2020, an annex to the surety agreement was signed, the conclusion of which was announced by the Issuer in current report No. 41/2018 of June 6, 2018. The surety agreement is part of the Issuer’s service project consisting of: – a U.S.-based entity specializing in lending to companies in the SME financing industry (the Fund) grants a revolving credit facility to Pragma Faktor sp. z o.o. (the Target Company). (SPV) a revolving credit in the amount of PLN 22 million (Line of Credit), – the credit is partially guaranteed by the Issuer, – the Issuer also provides the SPV with a subordinated loan in the amount of no less than PLN 1.1 million, – the Issuer manages the SPV’s portfolio of factoring receivables and receives a servicing fee on this account. As a result, ^PragmaGO® earns revenues under the project, without burdening the balance sheet with financial debt related to it. As part of the annex, the amount of the surety for the Target Company’s obligations under the Line of Credit was increased from 10% to 20%, i.e. to PLN 4.4 million. In conjunction with the aforementioned surety agreement, the Special Purpose Vehicle signed an annex to the Line of Credit, which, among other things, specifies a 12-month period during which the agreement is non-terminable (after which a 3-month notice period applies) and sets the maximum leverage, i.e. the ratio of the value of all liabilities to the value of net assets, at 5:1 (net assets are increased, while liabilities are decreased by the value of subordinated debt to the Fund). At the same time, the Issuer signed a tripartite agreement with the Fund and the SPV to regulate issues related to the aforementioned subordinated debt. The annex to the Line of Credit also reduced the cost of financing by more than 20%, allowing for a corresponding increase in the servicing fee in the factoring receivables portfolio management agreement between the Issuer and the SPV. The Issuer’s total remuneration for servicing in the first six months of 2020 amounted to PLN 1.42 million, which accounts for 12% of the Issuer’s net sales revenue in the period. The current balance of the Special Purpose Company’s debt to the Fund is PLN 8.2 million, and the value of the Special Purpose Company’s factoring receivables portfolio is PLN 13.4 million. Please find attached the details of Pragma Faktor’s operation against the background of ^PragmaGO®‘s financing strategy.

Attachments:

Presentation_EN

RB 29/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of July 31, 2020, the nominal value of the pledged claims for each series was: for series J, PLN 15,617,602. for the L series PLN 21,241,569. for the M series PLN 17,998,208. for the N series PLN 5,208,704. for the O series PLN 13,041,189. for the P series PLN 13,021,621. Total value of the collection: PLN 86,128,894. Total receipts to the bank account covered by the registered pledge established to secure receivables from the P Series Bonds for the last 6 months amounted to PLN 33,233,721. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 28/2020

The Issuer announces that today it has entered into a cooperation agreement with Allegro Sp. z o.o., the object of which is for the Parties to provide online factoring services with assumption of solvency risk to users selling goods at allegro.pl, in order to enable these users to receive immediate payment for goods sold, and buyers to purchase goods with deferred payment. The service will be implemented online, with Allegro.pl and Navi PragmaGO applications communicating with each other. The agreement provides for a detailed schedule of implementation work, as well as technical integration of the Parties’ applications and operational processes in the project. The Issuer will announce the launch of the project in a separate report. The agreement was concluded for an indefinite period with a 12-month notice period. The agreement stipulates that for a period of 18 months from the productive launch of the product, Allegro will not establish cooperation with an entity competing with the Issuer in order to implement the product alongside the Issuer, but this does not exclude the possibility of Allegro implementing the product on its own. The Issuer is obliged not to create an analogous product with entities competing with Allegro. The Issuer undertook to provide financial resources allowing the project to realize factoring turnover by the end of 2021 at least in the amount of PLN 500 million and by the end of 2022 at least in the amount of PLN 1.2 billion, and to have at least the amount of financial resources as provided for the period until the end of 2022 for further analogous periods.

RB 28/2020

The Issuer hereby informs that today it concluded a cooperation agreement with Allegro Sp. z o.o. for the provision of factoring services by the Parties to the users selling goods on allegro.pl that involves assuming solvency risk and will enable users to instantly receive payment for the goods, and the buyers to purchase goods with deferred payment. The service will be provided online via Allegro.pl and Navi PragmaGO applications communicating with each other. The agreement includes a detailed schedule of implementation and technical integration of the Parties’ applications and operating processes under the project. The Issuer will inform about the launch of the product in a separate report. The Agreement was concluded for an indefinite period of time with a 12-month notice period. Under the Agreement, for 18 months from going live with the product, Allegro will not engage in cooperation with any of the Issuer’s competitors to implement a product in parallel to the Issuer’s implementation. This does not prevent Allegro from individually implementing the product. The Issuer will not develop similar products together with Allegro’s competitors. The Issuer will make funds available that will suffice to finance factoring transactions in the amount of at least PLN 500 million by the end of 2021, and PLN 1.2 billion by the end of 2022, and to hold at least the amount made available by the end of 2022 in future periods.

RB 27/2020

The Issuer informs that in order to increase the amount and regularity of information provided to stakeholders on the current activities of PragmaGO®, starting from July 2020, it will publish a monthly summary of the basic data for the previous month. Attached, the Issuer presents data on turnover and number of clients for the month of July this year. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council _EU_ No. 596/2014 _MAR_.

Data on turnover and number of customers in July 2020

RB 26/2020

The Issuer announces that the agenda of the Annual Meeting of Shareholders of PragmaGO S.A. convened for 26/08/2020 includes a draft resolution providing for the payment of dividends to shareholders in the total amount of PLN 10,733,451.30, i.e. PLN 3.90 per share, by allocating to dividends the entire net profit earned in 2019. PLN 6,878,324.58 and part of the profit from previous years previously transferred to share capital PLN 3,855,126.72. According to the plans of the Issuer’s Management Board, the total dividend allocated to the Company’s majority shareholder, i.e. Pragma Inkaso S.A. PLN 8,712,007.20 will be set off by the Company against the Company’s receivables from Pragma Inkaso S.A., which will allow to significantly reduce, and ultimately completely settle, these receivables. Therefore, the payment of dividends only to the extent of the remaining PLN 2,021,444.10 will be a cash expense for the Company. Reduction of equity as a result of dividend payment:
– will not result in violation of credit or bond covenants, in particular, net financial debt will, according to the current state of debt and cash, constitute about 185% of equity, while the terms of the Company’s bond issue provide for this ratio at 350% series J and 400% series L, M, N, O, P
– will increase the profitability of the Company’s equity and its assets. The dividend payment is another step to extinguish all operational ties between the Issuer and the majority shareholder. According to the Issuer, this move will increase transparency, eliminate potential conflicts of interest and, as a result, provide access to cheaper and more flexible financing.

RB 25/2020

The Management Board of PragmaGO S.A., based in Katowice, “the Company”, acting on the basis of Article 399 § 1 and Article 402.2 of the Commercial Companies Code, convenes the Ordinary General Meeting of Shareholders of the Company for August 26, 2020, at 10:00 a.m., to be held at the registered office of the Company, i.e. in Katowice, 72 Brynowska Street, “the General Meeting”. Enclosed, the Company’s Management Board submits the notice convening the General Meeting, the draft resolutions of the General Meeting, the proxy voting form and the report of the Supervisory Board containing the report on the audit of the Issuer’s annual financial statements, together with its recommendations to the General Meeting of Shareholders. Proxy voting form >> click here. Announcement of the Management Board of PragmaGO S.A. about convening the AGM >> click here. Draft resolutions >> click here. Report on PragmaGO’s RN activities for 2019 >> click here.

RB 24/2020

With reference to current report No. 41/2019 (Launch of Factoring Prefinancing-new onliner product PragmaGO), the Issuer informs that it has completed the pilot phase of the product and, based on the effects of the pilot, has decided to continue it with an increase in scale. The Factoring Prefinancing product generated in the period from October 2019 to June 2020. PLN 6,327 thousand (the value of financing provided to customers) in 653 transactions. The product’s defaults are very low, the Right-to-Default ratio (the ratio of receivables maturing in a given period that are over 90 days past due to the total receivables maturing in that period) was 0.4% (with an average of about 1.3% for the Company’s entire portfolio). The product consists in providing customers who carry out regular factoring turnover with PragmaGO with additional financing-an advance against future factoring settlements, from which it will then be repaid. The product is online and fully automated. Processes related to scoring, determining the amount of the limit available to the Customer, submitting an offer to the Customer, calibration of the offer by the Customer (amount, currency), conclusion of the agreement, activation of financing, and settlement of receivables are carried out 100% by the proprietary Navi Pragma IT system and take place without the need for PragmaGO employees’ activity. The scoring process (determining which customers can be offered the product and at what limit, which is variable over time) is based on a dynamic and self-learning algorithm of more than a dozen variable data about the customer, the characteristics of its receivables portfolio and transaction history. In the Issuer’s opinion, the product can provide added value to customers (additional capital for business development at times of order peaks) and thus increase the attractiveness of cooperation with PragmaGO, while at the same time allowing Pragma to increase the scale of operations and revenues generated.

RB 23/2020

With reference to the recommendations of the European Securities and Markets Authority and the Financial Supervision Commission, the Management Board of PragmaGo S.A. informs about the impact of the effects of the spread of the SARS-CoV-2 virus on the Issuer’s operations.

Attachments:

Information on the impact of the effects of SARS-CoV-2

RB 22/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of June 30, 2020, the nominal value of the claims included in the set of pledged claims for each series was:

Total receipts to the bank account covered by the registered pledge established to secure the receivables from the Series P Bonds for the last 6 months amounted to PLN 28,140,399. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 21/2020

The Issuer’s Management Board announces the Management Board’s information on the selection of an auditing firm to complete the 2019 annual periodic report published on May 28, 2020.

Legal basis: art. 56 paragraph 1 item. 2 of the Act of July 29, 2005 on Public Offering (…)

Attachments:

Information of the Management Board of PragmaGO SA on the selection of the auditing company

RB 20/2020

Today, PragmaGO S.A. acquired 50 shares, representing 50% in the share capital of Mint Software sp. z o.o. for a price of PLN 190,000 and now owns 100% of the shares of the company subject to the transaction. The sale price will be settled by December 31, 2020 at the buyer’s free choice either in cash or in PragmaGO shares. In the case of a non-cash settlement of the transaction, PragmaGO’s consent will be required for the sale of the shares received, under penalty of a fine, for a maximum period until October 31, 2022 (lock-up). At the same time, the shareholders’ meeting of Mint Software increased the share capital by 420 new shares, which were acquired by PragmaGO S.A. with a cash contribution of PLN 1,637,086.51. The funds from the transaction will be used in full to repay Mint Software’s debt to PragmaGO on account of its loans. Mint Software is a software house specializing in software development in the area of B2B financial services. The company’s flagship product is a modular, comprehensive and scalable system for classic factoring, micro factoring and other financial services dedicated to businesses. A component of the system is a sales platform that enables the distribution of financial products in a fully automated manner across multiple channels, equipped with plug-ins and universal and product APIs. The system is constantly being developed and optimized, and thanks to production deployments and mass-scale use, its functionalities and solutions meet the latest trends and market needs. PragmaGO has been using the aforementioned system for several years to conduct its business, and so far the related investment has exceeded PLN 8 million. The system provides the Company with a competitive advantage in terms of new business acquisition and scalability. PragmaGO stands out in the market for the simplicity and speed of plugging its products into ecosystems, B2B platforms, B2B marketplaces providing a 100% online process and a high level of user experience. The transaction to acquire 100% of the shares and recapitalize Mint Software is aimed at strengthening the company financially, increasing its credibility in the eyes of external counterparties and ensuring the security and continuity of long-term cooperation in future production implementations of the above-mentioned system. Mint Software will remain a standalone company to develop and commercialize its core product and offer solutions for fintechs and automation of financial and accounting processes for small and medium-sized enterprises. The composition of the board of directors has not changed. Information about the scope of operations

>> Mint Software.

RB 19/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMAGO S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of May 31, 2020, the nominal value of the claims included in the set of pledged claims for each series was:

Total receipts to the bank account covered by the registered pledge established to secure the receivables from the Series P Bonds for the last 6 months amounted to PLN 22,847,770. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 18/2020

The Management Board of PragmaGO S.A. (Issuer, Company) announces that today it has adopted a resolution to repurchase a portion of its own dematerialized bonds issued by the Company on the basis of relevant resolutions of the Board of Directors and traded on the Catalyst market (Bonds). The Bonds will be repurchased for redemption pursuant to Article 76(1) of the Bond Law of January 15, 2015. The Bonds will be redeemed at their par value, no later than October 30, 2020. The Issuer reserves the right to carry out repurchase of Bonds multiple times up to October 30, 2020. The repurchase may be carried out on or off the stock exchange. The total value of the Bonds repurchase transactions carried out will not exceed PLN 5 million. Article 17 (1) MAR – confidential information.

RB 17/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMA FAKTORING S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of April 30, 2020, the nominal value of the pledged claims for each series was as follows: for series J: PLN 15,617,905 for series L: PLN 19,720,068 for series M: PLN 15,949,746 for series N: PLN 5,218,591 for series O: PLN 13,000,234 for series P: PLN 13,038,988 Total value of the collection:PLN 82,545,533 . Total receipts to the bank account covered by the registered pledge established to secure receivables from the P Series Bonds for the last 6 months amounted to PLN 22,589,877. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 16/2020

The Management Board of PragmaGO S.A. announces that it is changing the publication date of the interim report for 2019, from May 11, 2020 to May 28, 2020, and the publication date of the consolidated quarterly report for the first quarter of 2020 from May 25, 2020 to May 28, 2020. Legal basis: para. 80 paragraph 2 of the MF Regulation of 29.03.2018 on current and periodic information (…).

RB 15/2020

The Issuer’s Management Board informs that on April 16, 2020, a change of the Issuer’s business name was registered in the Register of Entrepreneurs of the National Court Register. The new wording of the Issuer’s company name is PragmaGO S.A. The Issuer’s current name better reflects the essence of its current activities, i.e. onlin, fast and convenient for clients financing of their activities, in forms not limited to factoring service only. The change of the Issuer’s company name results from Resolution No. 3 of the Extraordinary Meeting of Shareholders of the Company dated 06.02.2020 on amending § 1.1 of the Company’s Articles of Association to:

“The Company’s business name is: PragmaGO joint stock company. The Company may use the following abbreviation of its business name: PragmaGO S.A.”

Other data of the Company remain unchanged. The consolidated text of the Articles of Association is attached. Legal basis: § 5 (1) of the MF Regulation of March 29, 2018 on current and periodic information (…).

Attachments:

Articles of Association of PragmaGO S.A.

Preview the report here

RB 14/2020

The Management Board of Pragma Faktoring S.A. informs that it has changed the date of publication of the interim report for 2019, from April 20, 2020 to May 11, 2020. Legal basis: par. 80 paragraph 2 of the MF Regulation of 29.03.2018 on current and periodic information (…).

RB 13/2020

In the first quarter of 2020. The company reported the following:

1. Turnover (nominal value of financed invoices) – PLN 146,422 thousand (year-on-year increase of 15%)
2. Turnover in the PragmaGO segment – PLN 106,208 thousand (year-on-year increase of 43%).
3. Number of active customers (customers who financed their receivables in Q1) – 1,073 (year-on-year increase of 108%).

The data was presented taking into account Pragma Faktoring serviced by Pragma Faktor. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council of the EU No. 596/2014 MAR.

RB 12/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMA FAKTORING S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of March 31, 2020, the nominal value of the pledged claims for each series was as follows: for series J: PLN 15,610,814 for series L: PLN 21,291,478 for series M: PLN 16,790,137 for series N: PLN 5,433,127 for series O: PLN 13,004,048 for series P: PLN 13,003,988 Total value of the collection: PLN 85,133,592. Total receipts to the bank account covered by the registered pledge established to secure receivables from the Series P Bonds (with a nominal value of PLN 10 million) for the last 6 months amounted to PLN 20,224,415. According to the Terms of Issuance of Series P Bonds, this should be no less than PLN 13 million. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 11/2020

Legal basis: Article 17 (1) MAR – confidential information. With reference to the recommendations of the European Securities and Markets Authority and the Financial Supervision Commission, the Management Board of Pragma Faktoring S.A. reports on the impact of the effects of the spread of the SARS-CoV-2 virus on the Issuer’s operations. The first group of information was presented by the Company in current report No. 9/2020 on March 23, 2020. Based on current observations and analysis, it can state that:

1. The company maintained full operational capability, fully and smoothly implemented and executed all processes related to daily operations.
2. We are experiencing an increase in demand from new customers for our services, due to the onlineness of our products and processes, we do not see significant barriers to their provision in the current situation.
3. In March this year, we acquired 217 new customers, compared to 128 in March 2019 (+70% y/y) and February 2020. 181 (+20% m/m).

The value of funding limits in new contracts signed in March this year was PLN 14.6 million, the corresponding figures for March 2019 were PLN 12 million, and for February 2020 were PLN 13.8 million.

4. Turnover (nominal value of financed invoices) in March this year was PLN 51.2 million, in March 2019 it was PLN 45.4 million (+13% y/y), and in February 2020. PLN 45.3 million (+13% m/m).
5. Portfolio repayment has not deteriorated:
6. The NPL ratio (the percentage of the portfolio that had the potential to be overdue more than 90 days in March this year) was 0.84% (with the average for the past six months being 1.15%)
7. The early NPL ratio (the percentage of the portfolio that had the potential to be overdue more than 30 days in March) was 2.74% (with the average for the past six months being 2.8%).
8. The value of cash payments from the portfolio received in January-March 2020 amounted to PLN 124.2 million, representing 180% of the company’s financial debt balance at the end of 2019.

Items 3, 4, 5 also include data of Pragma Faktor, whose portfolio is serviced by Pragma Faktoring S.A. (see RB 41/2018 for a description of the project). Preview the report here

RB 10/2020

The Management Board of Pragma Faktoring S.A. (Issuer) informs that on March 23, 2020. The Issuer entered into a loan agreement with Pragma Inkaso S.A., in execution of which it transferred to the borrower the amount of PLN 5 million. The loan repayment date was set for June 30, 2020, with the possibility of early repayment. The interest rate does not deviate from the wages found on the financial services market.

Legal basis: Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 9/2020

Legal basis: Article 17 (1) MAR – confidential information. With reference to the recommendations of the European Securities and Markets Authority and the Financial Supervision Commission, the Management Board of Pragma Faktoring S.A. reports on the impact of the effects of the spread of the SARS-CoV-2 virus on the Issuer’s operations. As of the date of publication of this report, the Company is unable to accurately predict the effects of the virus on its operations. Based on current observations and analysis, we can state that:

1. The company has maintained full operational capability, fully and smoothly executing all processes related to daily operations.
2. The company does not have significant portfolio exposure in industries affected by regulatory restrictions (passenger transportation, tourism, entertainment, hospitality).
3. There is a possible increase in overdue on the portfolio because in connection with possible delays we will apply soft measures to customers and clients, deferring repayments in justified cases if this does not generate an increase in transaction risk. As of today, we have not recorded increased delays.
4. We are counting on a decline in turnover, but it is not obvious: turnover in March (including last week) is higher than that generated in the corresponding periods in February and January.
5. We are experiencing an increase in demand from new customers for our services, due to the onlineness of our products and processes, we do not see significant barriers to their provision in the current situation.

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RB 8/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMA FAKTORING S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of February 29, 2020, the nominal value of the receivables included in the set of pledged receivables for each series was:

Total value of the collection: PLN 87,024,257. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 7/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMA FAKTORING S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of January 31, 2020, the nominal value of the pledged claims for each series was: for series J: PLN 15,604,565.05 for series L: PLN 19,503,557.30 for series M: PLN 15,662,814.77 for series N: PLN 5,200,372.05 for series O: PLN 13,000,127.41 for series P: PLN 13,010,343.83 Total value of the collection:PLN 81,981,780.41 . Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 (MAR).

RB 6/2020

The Management Board of Pragma Faktoring S.A. hereby announces the contents of the resolutions passed by the Extraordinary General Meeting of Shareholders, held at the Issuer’s headquarters, on February 06, 2020. The Extraordinary General Meeting of Shareholders considered all of the items on the planned agenda, passed all of the resolutions that were included in the drafts presented by the Management Board, and no objections were raised to any of the resolutions. The list of shareholders holding at least 5% of the total number of votes at the Extraordinary General Meeting and the consolidated text of the Company’s Articles of Association adopted by the General Meeting are also attached to this report. Legal basis: § 19 (1) (6), (7) and (9) of the Regulation of the Minister of Finance dated March 29, 2018 on current and periodic information (…).

Attachments:

List of shareholders of Pragma Faktoring SA

Resolutions adopted by the EGM

Articles of Association of PragmaGO SA

RB 5/2020

Pursuant to § 80 (1) of the Ordinance of the Minister of Finance of March 29, 2018 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (hereinafter – the Ordinance), the Management Board of Pragma Faktoring S.A. informs that periodic reports in 2020 will be made public on the following dates: – separate annual report for 2019. – April 20, 2020. – extended consolidated quarterly report for the first quarter of 2020. – May 25, 2020. – extended consolidated report for the first half of 2020. – August 31, 2020. – Expanded consolidated quarterly report for the third quarter of 2020. – November 23, 2020.

At the same time, the Company’s Board of Directors declares that:

– in accordance with § 79(2) of the Ordinance, the Issuer will not publish a quarterly report for the fourth quarter of the fiscal year 2019 and a quarterly report and consolidated quarterly report for the second quarter of the fiscal year 2020, – in accordance with § 62(1) of the Ordinance, the Issuer will publish consolidated quarterly reports for the first and third quarters of the fiscal year 2020 containing quarterly financial information and will not publish separate individual quarterly reports for these reporting periods, – in accordance with § 62(3) of the Ordinance, the Issuer will not publish an individual half-year report. 3 of the Ordinance, the Issuer will not publish a stand-alone semi-annual report, and therefore the consolidated semi-annual report for the first half of fiscal 2020 will include the condensed semi-annual financial statements together with the report of the auditing firm and the condensed financial statements.

RB 4/2020

The Management Board of Pragma Faktoring S.A. based in Katowice (the “Issuer“), informs that on January 20, 2020. The Issuer entered into agreements with the partners of Brutto sp. z o.o. based in Warsaw (the “Company“, “Brutto“) for the purchase of the Company’s shares (collectively the “Agreements“, each separately the “Agreement“).

Pursuant to the Agreements, the Issuer will acquire a total of 2,096 (two thousand and ninety-six) Gross shares, with a nominal value of PLN 100.00 per share (“Share 1“), from the Gross shareholders. The ownership of 2,092 (two thousand ninety-two) Shares 1 will pass to the Issuer on January 20, 2020, the transfer of ownership of 4 (four) Shares 1 has been reserved by time and will take place on December 31, 2023. Shares 1 represent 98.9% of the gross share capital.

The total price of Share 1 is PLN 1,564,936.48 (one million five hundred sixty-four thousand nine hundred thirty-six and 48/100) (the “Price“). The Price was paid by the Issuer on January 20, 2020. The Price paid by the Issuer for the acquisition of Share 1, is subject to change in the future. The value of the adjustment of the Price is related to the financial results achieved in the future by Brutto and by the Issuer in terms of transactions completed in the Brutto sales channel ( earn-out mechanism). As a condition for the transfer of ownership of part of Share 1, the Issuer issued four blank promissory notes with promissory note declarations, which was fulfilled. The total maximum amount of the Issuer’s liabilities under the promissory notes is PLN 13.2 million; the promissory notes secure the Issuer’s possible future liabilities under the above-mentioned Price adjustment.

In accordance with the provisions of the Agreement, ownership of the remaining 24 (twenty-four) shares held by the other Gross shareholders will be transferred to the Issuer after December 31, 2023, under the terms and conditions detailed in the Agreement.

On January 20, 2020. The Issuer also submitted a declaration to acquire 804 (eight hundred and four) new shares in the increased share capital of Brutto (“Shares 2“) and agreed to make a cash contribution of PLN 600,000.00 (six hundred thousand) for the acquisition of Shares 2.

As part of the Agreements, the Issuer undertook to conclude registered pledge agreements with the partners of Brutto, under which registered pledges are to be established on Shares 1 and Shares 2. The establishment of registered pledges is intended to secure the Issuer’s performance of its obligations under the earn-out mechanism. The Agreements contain provisions for contractual penalties in the event of non-performance of contractual obligations by the parties to the Agreements. Brutto is a fintech specializing in cooperation with platforms enabling online invoicing and online accounting consisting in onlineproviding financial services to platform clients. The company cooperates with fakturownia.pl, ifirma . pl, afaktury. pl, szybkafaktura.pl, favato .pl, among others. PragmaGO will provide Brutto with a wide range of online financial products, technology for their implementation and financing, which will allow Brutto to offer additional high-quality services to the platforms’ clients. The cooperation will be implemented in a white label model, under Brutto’s brand (customer acquisition and service) on PragmaGO’s books. Brutto will also sell complementary third-party services, tailoring the offer to the needs of a given Client. Brutto’s founders will be part of its governing bodies: Piotr Strzelecki will continue as President of the Management Board, and Rafal Agnieszczak will be part of the Supervisory Board. The agreements are significant for the Issuer, as they represent another stage in the implementation of the Issuer’s development strategy and provide the Issuer with an opportunity to significantly increase its client portfolio, which may have a significant impact on its financial performance.

Legal basis: article 17 (1) MAR

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RB 3/2020

Data on turnover and number of clients in 2019. The Management Board of Pragma Faktoring S.A. encloses data on turnover and number of clients in 2019. Legal basis – Article 17 (1) of the Regulation of the European Parliament and of the Council of the EU No. 596/2014 MAR.

Attachments:

Data on turnover and number of customers in 2019

RB 2/2020

In accordance with the Terms of Issuance of bonds of series J, L, M, N, O and P, PRAGMA FAKTORING S.A. presents a report on the status of the subject of the pledge securing the claims of bondholders of these series. As of December 31, 2019, the nominal value of the claims included in the set of pledged claims for each series amounted to:

Total value of the collection:PLN 86,263,045.79. Legal basis – Article 17 (1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council (MAR).

RB 1/2020

The Management Board of Pragma Faktoring S.A. announces the convening of an Extraordinary General Meeting of Shareholders of Pragma Faktoring S.A., to be held on February 06, 2020 at 10:00 am, at the Company’s headquarters in Katowice, 72 Brynowska St. Enclosed please find the announcement of the meeting, draft resolutions and the draft of the consolidated text of the Company’s Articles of Association.

Attachments:

Statement of the Management Board of Pragma Faktoring S.A.

Draft resolutions

Consolidated text of the Articles of Association of PragmaGO® Company