Acquisition in 2017

Second share buy-back program on a regulated market

On December 8, 2015, the General Meeting of O2 Czech Republic (the “Company”) adopted a resolution on acquisition of the Company’s own shares (share buy-back), based on which the Company can purchase its own shares of up to 10% of the total number of shares or up to CZK 8 billion for a price ranging from CZK 10 to CZK 297 in the next five years (hereinafter the “General Meeting Resolution”).

Based on the above mentioned, on December 23, 2015, the Board of Directors decided to execute a two-year share buy-back program on a European regulated market (hereinafter the “Program”) – see notice dated on December 23, 2015 on the Company’s web page.

The Company intends to follow up on the ending two-year Program approved on December 23, 2015. The Company’s intention is to continue with the acquisition of own shares based on the General Meeting Resolution. The acquisition shall be realized based on the share buy-back program through a broker on a European regulated market (while the possibility to decide on acquisition of additional shares within the limits set by the General Meeting Resolution according to additional specific program in the future remains unaffected).

Based on the above-mentioned, on December 13, 2017, the Board of Directors decided to execute a share buy-back program on a European regulated market (hereinafter the “New Program”) under the following conditions:

1. The aim of the New Program is the optimization of the Company’s capital structure;
2. The maximum acquisition price of the acquired shares in the New Program will not exceed the lower of the following amounts: the maximum price set in accordance with Art. 3 Para 2 of the Commission Delegated Regulation (EU) 2016/1052 and the maximum price for which the Company may acquire individual shares based on the General Meeting Resolution (CZK 297);
3. The minimum price of acquired shares in the New Program will not exceed the minimum price for which the Company may acquire individual shares based on the General Meeting Resolution (CZK 10);
4. The volume of acquired shares in the New Program in one day will not exceed one fourth of the average daily volume of the Company’s shares traded on the European regulated market in November 2017, i.e. in the month preceding the month in which the New Program’s conditions have been published;
5. Within the New Program, the Company will acquire a maximum of shares so that the total number of own shares acquired cumulatively in the Program and the New Program will not exceed 4% of total Company’s ordinary shares;
6. The duration of the New Program is a maximum of two years or up to the shares amount stated in item e) above.

The Company intends to engage WOOD & Company Financial Services, a.s., a brokerage house to execute this New Program.

As of December 8, 2017, the Company acquired in total 8,519,904 own shares for the total acquisition price of CZK 2,154 million and its share in all the voting rights reached 2.75% under the Art. 122, Para 1 of the Act on Business Activities on Capital Market.

Course of purchase of own shares in 2017