Current reports

Legal basis:

Art. 17 (1) of the MAR Regulation – inside information

Content of the report:

The Management Board of OEX S.A. (the ‘Company’) hereby informs whom it may concern that on 12 April 2022 the Company’s Management Board adopted a resolution on the approval of the Dividend Policy of OEX S.A. for 2022-2024 (the ‘Policy’). In accordance with the Policy, the Management Board will recommend the Ordinary General Meeting of Shareholders that a dividend in the amount of at least PLN 10,000.000 (ten million Polish zlotys) should be paid for each financial year covered by the Policy, starting from the dividend for 2022.

When recommending the dividend payment, the Company’s Management Board will take into account the financial position and liquidity of the OEX Group, the existing and future obligations (including covenants under the credit agreements) as well as the prospectives of the OEX Group, allowing for the market and macroeconomic environment and the capital needs of the mergers and acquisitions planned.

In relation with the fact that equity transactions, consisting in the acquisitions or disposals of shares in companies, are an important element of OEX’s strategy, the Management Board will additionally consider that type of transactions, both the planned ones and the effected ones. In case of the sale of assets, the Management Board will consider whether or not to recommend that the dividend for the given financial year should be higher than the amount indicated in item 2 herein above.

OEX’s Management Board intends to base the financing of the acquisitions on both the Company’s own funds and on borrowings, whereby the target of maintaining the net debt to EBITDA ration below 3.0 (consolidated data) will still remain valid.

A recommendation that the whole profit should be retained by the Company or that dividend should be paid out in an amount lower than indicated in the Policy will be possible in particular in the following cases:

• the Company has disclosed uncovered retained loss from previous years and the profit shall be earmarked to cover such losses;
• the investment plans of the Company or its subsidiaries require that the funds remain in the Company;
• the Company or the Group has failed to generate sufficient funds to pay out the dividend;
• the dividend payment would increase the risk of violating the covenants under the credit agreements executed by the Company or the terms and conditions of the issue of bonds.

The Management Board of the Company would like to point out that the final decision as to the dividend payment and amount will be taken in each case by the General Meeting of Shareholders and that the Meeting is by no means bound by the recommendation of the Management Board.

The Management Board will provide information about each amendment to, update of or derogation from the Policy in a separate report.

The Issuer’s Management Board recognises that the adoption of the Policy may have a significant impact on the valuation of the Company’s shares traded on the regulated market and, consequently, constitutes inside information.

Signatures of Company’s representatives:

Tomasz Słowiński – Member of the Management Board

Robert Krasowski – Member of the Management Board