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OFFER TO PURCHASE SHARES

TELESTRADA SA
This offer ("Offer") regarding the purchase of shares of TELESTRADA SA ("Company") was published on April 8, 2024 in
connection with the implementation by the Company of the program of purchasing the Company's own shares on the
terms specified in resolution No. 19 of the General Meeting of the Company of 28 June 2023 regarding the authorization
of the Management Board to carry out the purchase of own shares (“Program").

1. Shares covered by the Offer

The subject of the Offer is 66,666 shares of the Company (“Acquired Shares").

Under the Program, the Company was authorized to purchase, under one or more offers, no more than
200,000 shares. The authorization to purchase own shares was granted to the Company's Management
Board for the period until June 30, 2025.

2. The number of own shares held by the Company on the date of announcing the Offer and the number
of own shares that the Company intends to achieve as a result of the Offer

As at the date of announcement of the Offer, the Company does not hold any shares of the Company. As a result of the Offering, the Company intends to obtain no

more than 66,666 shares of the Company.

3. Purchase Price
The offered purchase price of the Acquired Shares is PLN 60.00 per one Acquired Share ("
Purchase price"), provided that if the preferred shares are repurchased, the price offered per
share will be 1.5 of the price offered for an ordinary bearer share, i.e. PLN 90.00. The price
offered to all shareholders will be the same.
4. Entity intermediating in the implementation and settlement of the Offer

The entity acting as an intermediary in conducting and settling the Offer is:

Brokerage Office of Bank Millennium SA ul.

Stanisława Żaryna 2a, 02-593 Warszawa
tel. 22 598 26 00
www.millenniumbm.pl
e-mail address: bm.kancelaria@bankmillennium.pl
(“Broker's office")
5. ScheduleOffers

Offer announcement date: April 8, 2024

Deadline for accepting Sales Offers: April 10, 2024

Closing date for accepting Sales Offers: April 16, 2024

Estimated date of acquisition of the Acquired Shares and settlement of their acquisition: April 19, 2024

The Company reserves the right to withdraw from carrying out the Offer both before and after its
commencement, as well as to change the above dates. The Offer will be withdrawn in particular
in the case described in point 8 below. In the event of cancellation of the Offer or change of the
dates of the Offer, appropriate information will be made public in the form of a current report on
the Company's website (www.telestrada.pl) and on the website of the Brokerage House
(www.millenniumbm.pl).
6. Entities authorized to sell shares as part of the Offer
Entities authorized to submit Share Sale Offers under the Offer are natural persons, legal
persons and organizational units without legal personality who are holders of shares
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Companies.

The Shares offered as part of the Sale Offers must be free from any Encumbrances.

7. Procedure for submitting Sales Offers

Before submitting a Sale Offer, Shareholders should familiarize themselves with the procedures
and regulations of the Custodian Banks and Investment Companies maintaining securities
accounts in which they hold shares, regarding the execution of transactions in response to the
announced Sale Offer, in particular with the deadlines used by a given Custodian Bank or
Company. Investment, as well as with fees charged by a given Custodian Bank or Investment
Company for carrying out the above activities.
Shareholders holding Shares on a securities account maintained by an Investment Firm
should submit to the Investment Firm a completed Sale Offer form in two copies, one for the
Shareholder submitting the Sale Offer and for the Investment Firm.

Shareholders holding Shares on a securities account kept by the Custodian Bank are obliged
to submit:
a) in the Custodian Banks: instructions to block and settle the Share Purchase Offer in the
manner specified in the internal regulations of the Custodian Bank, and
b) at the Brokerage House of Bank Millennium SA: Sales Offer form completed in two copies

The rules for identifying the Shareholder who submits the Sale Offer and the procedure for accepting the Sale
Offer are determined by the entity accepting the Sale Offer.

The Investment Company/Trustee Bank provides the Brokerage Office with information about
the submission of the Sale Offer/instruction to block and settle the Share Purchase Offer by the
Shareholder on the terms specified in the "Procedure and mode of transaction execution under
the offer to purchase shares of Telestrada Spółka Akcyjna..." and sent to the Investment
Company /Trustee Bank by the Brokerage Office, provided that the subject of Sale Offers may
only be unencumbered and unblocked shares recorded in the Shareholder's securities account
and the Investment Company/Trustee Bank, in accordance with applicable internal regulations,
will take actions to ensure that shares that are the subject of Sale Offers will not be able to be
used by either the Shareholder or the Investment Company/Custodian Bank for any purpose
other than to settle the share purchase transaction.
The Brokerage Office shall not be liable to the Shareholder for damages resulting from the
Investment Company's failure to send information about the submitted Sales Offer to the
Brokerage Office.

The submission of the Sale Offer must be unconditional and irrevocable. The Sale Offer cannot contain
any reservations and is binding on the person submitting it until the Offer is settled or until the Offer
is revoked. All consequences, including the invalidity of the Sale Offer, resulting from improper
preparation and submission of the Sale Offer are borne by the Shareholder submitting the Sale Offer.

In the event of submitting the Sale Offer through a proxy, the Shareholder should familiarize himself
with the rules applicable to the Investment Company/Custodian Bank in which his shares are
deposited.

In order to standardize the documents needed to submit the Sales Offer, a set of forms will
be sent to entities maintaining securities accounts - KDPW participants. The set of forms will
also be available on the website of the Brokerage House (www.millenniumbm.pl).

8. Cancellation of the Offer

The Company reserves the right to revoke the Offer both before and after the commencement of
acceptance of Sale Offers. In particular, the Company may revoke the Offer if the offer is announced
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purchase of the Company's shares, including a call to subscribe for the sale or exchange of the Company's shares, by
another entity.

In the event of cancellation of the Offer, the Company will not be liable for reimbursement of costs
incurred by the Shareholders, their proxies or statutory representatives in connection with the
submission of the Sale Offer or other activities necessary to submit the Sale Offer, or for the payment
of any compensation.

In the event of cancellation of the Offer, appropriate information will be made public in the form of a
current report of the Company, on the Company's website (www.telestrada.pl) and on the website of
the Brokerage House (www.millenniumbm.pl).

9. Acquisition of shares from Shareholders and reduction rules As part of the

Offer, the Company will purchase no more than 66,666 Acquired Shares.

If the total number of shares covered by all Sale Offers submitted by all Shareholders within
the deadline for accepting Sale Offers is higher than the number of Acquired Shares, the
Company will proportionally reduce the number of shares covered by Sale Offers.
Determining the final number of shares purchased from individual Shareholders will consist in multiplying the
number of shares covered by the Sale Offer submitted by a given Shareholder by the allocation rate. Then, the
product of the number of shares covered by the Sale Offer submitted by a given Shareholder and the allocation
rate will be rounded down to a full share. The allocation rate will be calculated according to the following formula:

SA = X/Y
Where:

SA – allocation rate;

X – number of shares purchased by the Company;

Y - total number of shares offered for sale by Shareholders who submitted Sale Offers.
Then, the product of the number of shares held by a given Shareholder and the allocation rate will be
rounded down to a full share. Shares constituting the sum of the fractional parts of Shares resulting
from rounding will be acquired one at a time, starting from the Shareholders who submitted a Sale
Offer covering the largest number of shares, until the total allocation of these shares. If two or more
Shareholders have submitted Sale Offers covering the same number of shares, the shares will be
purchased from the Shareholder who submitted the Sale Offer earlier. If a given shareholder's offer
concerns Registered Shares and Listed Shares, Listed Shares will be purchased first.

If, as a result of subscriptions from one or more shareholders, registered preference shares
are to be acquired, the number of registered preference shares acquired will be calculated
as the number of shares resulting from the above formula divided by 1.5. For each
registered preference share, the Company will pay the price offered for ordinary shares
multiplied by 1.5.
The Company will only accept Sales Offers submitted in accordance with the terms of the Offer referred to in
point. 7.

The transfer of ownership of shares between Shareholders who submit valid Sale Offers and the Company
will be made outside the regulated market. The entity intermediating in the settlement is the Brokerage
House.

10. Payment of the Purchase Price

The Purchase Price of shares purchased from individual Shareholders, in the number determined in accordance
with the principles set out in point 9 above, will be paid by the Company.

Payment for the Shares will be made on the settlement date indicated in point 5 by transferring the Purchase Price to the
account where the Shares were held.

The amount constituting the product of the final number of shares purchased from individual Shareholders and

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The Purchase Price may be reduced by the commission and other fees due (if such commission or fees are
collected by the Brokerage House, Custody Bank or Investment Company issuing the settlement instruction,
in accordance with the fee schedule of such entity).

11. Legal nature of the Offer

This Offer does not constitute a call for subscription for the sale or exchange of shares
referred to in Art. 73 et seq. of the Act on Public Offering. In particular, Art. 77 and 79 of the
Act on Public Offering, nor the provisions of the Regulation. This Offer does not constitute an
offer within the meaning of Art. 66 of the Civil Code.
The Company announced the purchase of its own shares in the form of this Offer, taking into account the
public nature of the Company and to ensure equal treatment of Shareholders. The intention of the
Company, as a public company, is to use a form of share purchase that is optimal from the point of view of
the Shareholders' interests, in order to create equal opportunities for all Shareholders to sell the Company
shares they hold.

This document does not require approval or submission to the Polish Financial Supervision Authority
or any other authority.

This document does not constitute an offer to buy or solicitation of sale of any securities in
any state in which the making of such an offer or solicitation of sale of securities would be
unlawful or would require any permit, notification or registration.

This document does not constitute investment, legal or tax advice. In matters related to the
Offer, Shareholders should seek advice from investment, legal and tax advisors. The entity
responding to this Offer bears all legal, financial and tax consequences of its investment
decisions.
The text of this Offer was made public by the Company in the form of a current report on the day
of its announcement. The text of the Offer is also available on the Company's website
(www.telestrada.pl) and on the website of the Brokerage House (www.millenniumbm.pl).
Any additional information on the procedure for accepting Sales Offers in response to this
Offer can be obtained from the POK in person or by phone at: 22 556-42-57.

12. Taxation
Rules for taxation of the sale of Acquired Shares to the Company

The information below regarding the tax aspects of the sale of the Acquired Shares to the
Company is of a general nature and does not constitute a complete analysis of tax
consequences or tax advice. For these reasons, all investors are advised to seek the advice of
tax, financial and legal advisors in individual cases or obtain the official position of the
relevant administrative authorities competent in this regard.
Taxation of income from the paid sale of Acquired Shares obtained by natural persons

Pursuant to the provisions of the Personal Income Tax Act, income (income) obtained from
the paid sale of shares to a company is classified as income (revenue) from the paid sale of
securities.
Pursuant to Art. 30b section 1 of the Personal Income Tax Act, the tax on income obtained from
the sale of securities (including the Acquired Shares) against payment is 19% of the income
obtained. Income from the sale of securities against payment should be understood as the
excess of the revenues obtained from this (the price of the securities specified in the agreement)
over the costs of obtaining this revenue (as a rule, the expenses incurred for their acquisition or
acquisition). In cases where the price of securities without a justified reason differs significantly
from their market value, the income from paid disposal is determined by the tax authority in the
amount of the market value of these securities. The indicated income is not combined with
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income earned by a given person from other sources and are subject to separate taxation. If
a taxpayer sells securities purchased at different prices for a fee and it is not possible to
identify the securities sold, the principle applies when determining the income from such a
sale that each sale relates to the securities acquired at the earliest (FIFO). The principle
referred to in the previous sentence applies separately to each securities account.

During the tax year, natural persons obtaining income from the sale of securities against
payment are not obliged to pay income tax advances. The tax (or advance payment) for the
purposes described above is not collected by payers (the Company, entities maintaining
securities accounts for taxpayers, etc.). However, after the end of a given tax year, which in
the case of natural persons is equivalent to the calendar year, taxpayers obtaining income
from the sale of securities against payment are obliged to disclose it in the annual tax
return, calculate the income tax due and pay it to the account of the competent tax
authority.
If a loss is incurred from the sale of securities in a tax year, this loss may reduce the income
obtained from this source (i.e. from the sale of securities) in the next five consecutive tax
years, provided that the amount of the reduction in any of these years may not exceed 50%
of the amount of this loss. The loss incurred on the sale of securities is not combined with
the losses incurred by the taxpayer from other sources (sources of income).

The taxpayer should prepare the annual tax return by the end of April of the year following the
tax year in which the taxpayer made a sale for consideration, based on information provided to
him by natural persons running a business, legal persons and their organizational units and
organizational units without legal personality by the end of February the year following the tax
year, personal information on the amount of income earned.
The above provisions do not apply if the sale of securities against payment takes place in the
course of carrying out a business activity, because in such a case the income from their sale
should be qualified as coming from such activity and settled on the principles applicable to
income from this source.
The above rules apply both to natural persons residing in the territory of the Republic of
Poland (i.e. subject to unlimited tax liability) and natural persons who do not have their
domicile in the territory of the Republic of Poland (i.e. subject to limited tax liability), unless,
in in the case of the latter, double taxation avoidance agreements to which the Republic of
Poland is a party do not provide otherwise. Pursuant to art. 3 section 2a of the Personal
Income Tax Act, natural persons who do not have their place of residence in the territory of
the Republic of Poland are subject to tax liability only on income (revenues) obtained in the
territory of the Republic of Poland (limited tax liability). Pursuant to Art. 4a of the Personal
Income Tax Act, the above provision shall apply taking into account double taxation
avoidance agreements to which the Republic of Poland is a party.

Pursuant to art. 30b section 3 of the Personal Income Tax Act, the application of tax
exemption or a lower tax rate resulting from the relevant double taxation avoidance
agreement is possible provided that the taxpayer's place of residence is documented for tax
purposes with a tax residence certificate obtained from him.
Taxation of income from the paid disposal of Acquired Shares obtained by corporate
income tax payers
Income of taxpayers of corporate income tax having their registered office or management
board in the territory of the Republic of Poland (i.e. subject to unlimited tax liability) from the
paid sale of securities (including the paid sale of Shares Acquired to the Company for the
purpose of redemption) are subject to income tax in the Republic of Poland as income from
capital gains. Income from the sale of securities against payment is the difference between
the income (price of securities specified in
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contract) and the costs of obtaining this revenue (as a rule, expenses incurred for their acquisition or
acquisition). However, in the case of disposal of shares for the purpose of redemption, the costs of
obtaining income are not taken into account - instead, the part corresponding to the cost of
purchasing or taking up shares is not considered as income. If the price of securities without a
justified reason deviates significantly from their market value, the income from paid disposal is
determined by the tax authority in the amount of their market value. From January 1, 2018, income
from the sale of securities against payment constitutes income from a separate source of income
(capital gains) and is combined only with other income from this source, listed in the Corporate
Income Tax Act (it is not combined with income from other sources). Pursuant to Art. 19 section 1 of
the Corporate Income Tax Act, the income tax is 19% of the tax base.

Corporate income tax payers with limited tax liability, i.e. taxpayers who do not have their
registered office or management board in the territory of the Republic of Poland, and who
obtain income from the sale of securities against payment in the territory of the Republic of
Poland, are subject to the same rules regarding income taxation as described above. from
the sale of securities against payment, unless double taxation avoidance agreements to
which the Republic of Poland is a party provide otherwise.
13. Definitions and abbreviations used in the content of the Offer

In addition to the terms defined in the content of this Offer, the following terms written with a capital letter have
the meanings specified below:

Shareholder shareholder of the Company

Trust Bank a trust bank within the meaning of the Act on Trading in
Financial Instruments
Investment Company investment company within the meaning of the Act on
Trading in Financial Instruments

KDPW National Depository for Securities SA

Non-resident persons, entities, organizational units referred to in Art. 2 section 1
point 2 of the Foreign Exchange Law

Loads ordinary, treasury, registered or financial pledge,

attachment in enforcement proceedings, option, right of
pre-emption or other priority right or any other right,
encumbrance or restriction established in favor of third
parties of a material or obligatory nature
Sale offer an offer to sell shares submitted by a Shareholder in
response to the Offer
Resident persons, entities and organizational units within the meaning of Art. 2
section 1 point 1 of the Foreign Exchange Law

Ordinance Regulation of the Minister of Finance on templates of calls for

subscription for the sale or exchange of shares in a public
company, the method and procedure for submitting and accepting
subscriptions in the call and permissible types of security of May
23, 2022 (Journal of Laws of 2022, item 1134). ).

Company Telestrada Spółka Akcyjna with its registered office in Warsaw, ul. Aleja
Krakowska 22a, 02-284 Warsaw

Act on Trading in Financial Act on Trading in Financial Instruments of July 29, 2005
Instruments (consolidated text: Journal of Laws of 2022, item 861, as amended)

Act on Offering Act of July 29, 2005 on public offering and conditions for
introducing financial instruments to organized trading
and on public companies
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 (consolidated text: Journal of Laws 2019, item 623, as amended)

Personal Income Tax Act Act of July 26, 1991 on personal income tax (uniform text:
Journal of Laws of 2021, item 1128, as amended).

Corporate Income Tax Act Act of February 15, 1992 on corporate income tax
(uniform text: Journal of Laws of 2021, item 1800, as
amended).
Act on Tax on Civil Law Act of September 9, 2000 on tax on civil law transactions
Transactions (consolidated text: Journal of Laws of 2022, item 111, as
amended).

Foreign Exchange Act Act of July 27, 2002, Foreign Exchange Law (uniform text: Journal of Laws of
2022, item 309, as amended).

Warsaw, April 8, 2024

Signed by / Signed by /
Podpisano przez: Podpisano przez:

Jacek Radosław Łukasz Marek

Lichota Rybak

Date / Data: Date / Data:

2024-04-08 10:36 2024-04-08 11:08