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INI-163/22

TELEKOM SLOVENIJE, d.d., Ljubljana

Announcement on successful conclusion of negotiations on conclusion of an agreement for the purchase of 100% shares of the company ACTUAL I.T., informacijske tehnologije, d.d.

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and the valid legislation, Telekom Slovenije, d.d., Cigaletova ulica 15, Ljubljana hereby publishes the following notification:

On Friday, 25 March 2022, Telekom Slovenije, d.d. (hereinafter: Telekom Slovenije) received a notification that the Management Board of the Company DBA S.p.A. approved the sale of 100% shares in the company ACTUAL I.T., informacijske tehnologije, d.d. (hereinafter: ACTUAL). That marked a successful conclusion of negotiations of Telekom Slovenije with companies DBA informacijske tehnologije, d.o.o. and DBA Group S.p.A. on the acquisition of 2,040,275 shares, which represent 100% stake in ACTUAL.

Signing of the Shares Purchase Agreement is expected to take place today, on Monday, 28 March 2022. The agreement shall be concluded subject to several conditions precedent, which have to be fulfilled before the final completion of the transaction. It is anticipated that the completion of the transaction shall occur within next 6 months.

The purchase price for the shares shall be set and calculated on the basis of an agreed formulae, considering the enterprise value of ACTUAL (as per 31 Dec. 2021), the estimated value of its indebtedness, estimated amount of available cash and the estimated value of the difference between the working capital and the estimated target working capital, all of those as per the date of completion of the transaction; and will be subject to an agreed adjustment mechanism to be completed within 60 business days following the date of completion of the transaction.

The agreed enterprise value of ACTUAL (as per 31 Dec 2021) amounted to EUR 30,000,000. Considering the purchase price formulae from the preceding paragraph, the purchase price for 100% shares of ACTUAL would, if the completion of the transaction would have occurred on 31 Dec 2021, amount to EUR 20,627,000.

The respective acquisition is in accordance with the adopted strategic business plan of Telekom Slovenije Group and represents an important milestone in the implementation of the said strategy. Based thereon, Telekom Slovenije will strengthen its position on the Slovenian ICT market and with important synergies set the foundations for future development.

Telekom Slovenije shall notify the interested public about the conclusion of the abovementioned agreement with subsequent announcement published on SEOnet system. Other than the above, Telekom Slovenije will not issue or comment any further details regarding the respective transaction until its final completion.

This notification will also be available on the company’s website (www.telekom.si) for a period of at least 5 years.

Management Board of Telekom Slovenije, d.d.
Date: 28.03.2022