SOP2020 incentive plan implementation

BITTNET SYSTEMS S.A. (hereinafter referred to as “the Company” / “the Issuer”) informs the investors about the fact that key persons, included in the SOP2020A incentive program (approved by the Decision of EGMS no. 3/29.01.2020)  and SOP2020B (approved by EGMS no. 5 / 29.04.2020) exercised their options.

Thus, 24 key persons notified the company regarding the purchase of a total number of 40,428,754 BNET shares according to the option contracts within “SOP2020A” and “SOP2020B” approved by the aforementioned EGMS Decisions, hereinafter referred to as cumulative “SOP2020”.

The strike price of the options within SOP2020 was calculated, according to the approved incentive plans, taking as reference the market capitalization from 31.12.2019 for SOP2020A,  - the value of RON 113,000,000 –  respectively the market capitalization from 21.04.2020, for SOP2020B, - the value of RON 101,445,399. Thus, the strike price is RON 0.235203 / share for SOP2020A, respectively RON 0.211152 / share for SOP2020B.

Through 24 key persons included in SOP2020, 5 key persons notified the Issuer that they had assigned their options to other investors (a number of 17,776,163 options out of a total of approximately 3.5% of the Issuer's shares), the shares due following the exercise of these options will be bought from the Issuer at the strike price from the incentive program, the Company will thus rise RON 4,042,587.75. Of those 5 key persons, 3 persons exercising management responsibilities (pdmr), notifying the issuer regarding the assignment of options, through the document attached to this current report.

Considering that the amounts of money that should have been paid by the other key persons to the company, on behalf of the shares acquired within SOP2020, by exercising the options, could have been paid by various methods, one of them being the sale in the market of an equivalent of approximately 65% ​​of the shares subject to SOP2020, and this additional volume could have unbalanced the demand and offer of shares, the management decided that the 19 key persons (other than those who transferred their options) to be settled in the incentive program with a number of 8,244,682 shares for free.

This number was calculated by dividing the economic value of the option by the price of RON 0.34 per share (the price approved by the GMS for carrying out a redemption program). The economic value of the option is represented by the difference between the market price and the purchase price in the SOP (strike price of the option), multiplied by the number of options.

The allocation of shares representing the equivalent of the economic value of the option will be made without the need for a cash contribution from the key persons. Thus, a number of 8,244,682 BNET shares will be settled to the 19 key persons, which will be allocated in the following period, free of charge, by the Central Depository among the treasury shares of the Issuer.

Taking into account the total number of shares that the Issuer has the obligation to transfer to the option holders, the Issuer will soon launch a public redemption offer, according to the approval of the GMS Decision of April 2022, aiming to redeem a number of 10,000,000 shares.

We attach to this current report the Information document regarding the offering of securities to the current or former members of the management or employees - according to Annex 4 of Reg. ASF 5/2018 and the report on the transfer of options to persons with management responsibilities. The transfer of BNET shares from the company's account to the accounts of the key persons will be processed in the following period by the Central Depository.

President of the Board

Mihai Alexandru Constantin Logofatu