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Date of publication: 07.11.2022

The Management Board of PROCHEM S.A. (“Company”) informs about the commencement of the buyback of own shares in accordance with the Resolution No. 4 of the Extraordinary General Meeting of the Company of September 24, 2022 on authorizing the Management Board of the Company to purchase own shares for redemption.

Full text of the Invitation to Submit Sale Offers for shares of PROCHEM S.A. with its seat in Warsaw (“Invitation”) constitutes an attachment to this current report. The invitation will be posted on the Company’s website (https://prochem.com.pl). (download file).

The subject of the acquisition by the Company will be no more than 350,000 shares of the Company with a nominal value of PLN 1.00 each, issued by the Company, dematerialized and registered by the National Depository for Securities S.A. including (a) ordinary bearer shares marked by KDPW with ISIN PLPRCHM00014 code, (b) registered ordinary shares marked by KDPW with ISIN PLPRCHM00022 code, (c) registered preference shares marked by KDPW with ISIN code PLPRCHM00055, representing no more than 14 , 86% of the share capital of the Company.

In the event that the number of shares covered by the sale offers under the buy-back of own shares exceeds 350,000, a proportional reduction will be made in accordance with the rules set out in point 10 of the Invitation.

The offered purchase price for the Purchase Shares is PLN 36.00 per share.

The share buy-back will be carried out according to the following schedule:

• Date of publication of the notice: 7 November 2022
• The date of commencement of accepting Sale Offers: 9 November 2022
• The final date for completing the acceptance of Sale Offers: 23 November 2022
• Expected settlement date for the purchase of the Shares: 28 November 2022

The intermediary in the conduct and settlement of the acquisition of the Shares under the Offer is mBank S.A. seated in Warsaw, ul. Prosta 18, conducting brokerage activities as part of a separate organizational unit under the name of Dom Maklerski mBanku.
The procedure for submitting Sales Offers is described in item 7 of the Invitation.

The invitation does not constitute a call to subscribe for the sale or exchange of shares referred to in Art. 73 et seq. of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (i.e. Journal of Laws of 2020, item 2080, as amended). In particular, to the Invitation do not apply Art. 77 and Art. 79 of the above Act, as well as provisions of the Regulation of the Minister of Finance, Funds and Regional Policy of November 26, 2020 on templates of calls to subscribe for the sale or exchange of shares in a public company, the detailed manner of their announcement and the conditions for acquiring shares in the calls (Journal of Laws of 2020, item 2114).
The invitation does not constitute an offer within the meaning of Art. 66 of the Civil Code.

The Company announced the buyback of its own shares in the form of an Invitation to Submit Sale Offers, bearing in mind the public status of the Company and in order to ensure equal treatment of Shareholders. The offer does not constitute investment, legal or tax advice. In matters related to the Invitation, investors should consult investment, legal and tax advisors.