Bittnet Systems SaBVB: BNET

Signing the investment agreement with TopTech

· Issued by Bittnet Systems Sa

Current Report nr. 10 / 2022

Current report according to

Date of report

Law 24/2017, FSA Reg 5/2018 21.03.2022

Name of the issuing entity

BITTNET SYSTEMS S.A.

Legal Adress

Strada Șoimus Nr. 23, Bloc 2, Apartament 24, Sector 4,

Bucuresti

Adress

Strada Tudor Arghezi 8-10, București 020945

Telefon/Fax

021.527.16.00 / 021.527.16.98

Fiscal Code

21181848

Number with the Trade Registration

J40/3752/2007

The market where the securities issued are traded:Segment: BSE Main Market; Category: Standard

Ticker

BNET - shares

BNET23, BNET23A, BNET23C - bonds

Subscribed and paid share capital

48,043,690.40 RON

Total number of shares

480.436.904 shares face value RON 0.10 per share

Signing the investment agreement with TopTech

BITTNET SYSTEMS S.A. (hereinafter referred to as "Company" / "Issuer") informs investors about signing the sales and purchase agreement for full takeover of TOPTECH SRL, IT&C integrator with relevant business in Transylvania area. TopTech's operations will be integrated into Dendrio Solutions SRL, part of the Bittnet Group's Technology Division.

The transaction price is RON 12 million and will be partially paid in cash (RON 7 million), and the rest to be settled in BNET shares. The actual number of shares to be issued will be 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.

TopTech is a Romanian IT&C company founded in 1992 in Deva. Today, TopTech uses technologies with leading technology manufacturers, such as Dell and HP. The company has over 80 employees, being one of the most important IT&C integrators in the central and western part of Romania. TopTech has offices in Deva, Sibiu, Timisoara, Cluj-Napoca, Alba-Iulia and Medias. Following this transaction, Dendrio expands its geographical coverage nationwide, at present the company is mainly present in Bucharest and southern Romania.

In 2021, TopTech achieved a turnover of RON 55 million, estimate EBITDA RON 2.4 million, and a net profit of RON 1.6 million. Bittnet Systems shareholders approved the acquisition of TopTech at EGMS in September 2021. The transaction will be subject of approval from the Competition Council.

President of the Board

Mihai Alexandru Constantin Logofatu

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