To: Bank Polska Kasa Opieki S.A. Ul. Żwirki i Wigury Warsaw, Poland

Transcription

1 To: Bank Polska Kasa Opieki S.A. Ul. Żwirki i Wigury Warsaw, Poland POSITION OF A BONDHOLDER OF PBG S.A. OF WYSOGOTOWO Regarding: A request from PBG Spółka Akcyjna of Wysogotowo, Poland ( PBG ) to Bank Polska Kasa Opieki Spółka Akcyjna of Warsaw (the Bond Security Agent ), dated December 5th 2017, to obtain the Bondholders Common Position within the meaning of the Terms and Conditions of Bonds issued by PBG, comprising (as at the date of this Position) 12 series of bonds, i.e. Series D to Series I and Series D1 to Series I1 Bonds (the Terms and Conditions ) (the PBG Request ), and a request from the Bond Security Agent made under Art of the Terms and Conditions (the Bond Security Agent s Request ) in the form of a notice from the Bond Security Agent of December 5th 2017 requesting a Bondholders Common Position in connection with the PBG Request. A. Details of the Bondholder: A.1. Please provide the following: (i) name and surname, name or business name* of the Bondholder, (ii) registered address of residence or registered office and address* of the Bondholder; (iii) the Bondholder s address for correspondence; (iv) PESEL, KRS number or other identification number* of the Bondholder; (v) telephone number and address of the Bondholder. If any of the information requested above is not available, please provide other details enabling proper identification of the Bondholder ( Bondholder ) A2. Details of a representative (attorney) of the Bondholder and the basis of representation of the Bondholder in submitting this Bondholder s Position in accordance with the PBG Request and the Bond Security Agent s Request, with the proviso that the authorisation to represent the Bondholder must be confirmed by a relevant document(s), to be attached to this Position, e.g. copy of the Bondholder s entry in the Business Register of the National Court Register ( Documents Confirming the Authorisation to Represent the Bondholder )

2 B. Bonds held by the Bondholder: By submitting the Depositary Certificates specified below, as defined in Art. 9.1 of the Act on Trading in Financial Instruments of July 29th 2005 (Dz.U. of 2016, item 1636, as amended), issued by the entity operating the securities account in which the Bonds are registered and confirming that the Bonds have been blocked in the securities account (valid at least until December 19th 2017 or until the date of their surrender to the issuing entity), the originals of which have been submitted together with this Position, the Bondholder hereby represents and confirms that as at the date hereof the Bondholder holds the following number and series of Bonds: Series of Bonds Number of Bonds Depositary Certificate confirming that the Bondholder holds the specified number of Bonds and that the Bonds have been blocked in the Bondholder s securities account Series D Series E Series F Series G Series H Series I Series D1 Series E1 Series F1 Series G1 Series H1 Series I1 TOTAL Note: 1. For the total number of Bonds of a given series held by the Bondholder, provide the total number of Bonds of a given series held by the Bondholder as at the date of this Bondholder s Position; 2. If the Bondholder does not hold any Bonds of a given series, insert 0 (zero) in the Number of Bonds column; 3. When referring to a Depositary Certificate, specify in particular: (i) the issuing entity; (ii) the issue date; (iii) the number of the Depositary Certificate; and (iv) the expiry date of the Depositary Certificate, with the proviso that it must fall on or after December 19th 2017 or on the date of its surrender to the issuing entity; 4. The Depositary Certificate(s) referred to above must be attached to this Bondholder s Position.

3 C. Subject Matter of this Bondholder s Position: This Bondholder s Position concerns granting consent to each of the events specified in (1) (3) of the PBG Request, which is requested by PBG in order to approve: 1. the execution by PBG Dom Invest X Sp. z o.o. Złotowska 51 S.K.A. (the Seller or the Owner ) of a sale agreement (the Sale Agreement ) providing for the transfer, for Selling Price 1 as defined below, to an interested buyer other than Jerzy Wiśniewski or his related party, of the ownership title to the Properties to Be Sold, namely: a. A land property developed with a four storey single-family residential building with a basement and converted loft, held under an ownership title, consisting of plot No. 7/1 (cadastral district 0021 Jeżyce) with an area of 644 sq m, located at ul. Piękna 44 in Poznań (the Developed Land Property ), for which the District Court of Poznań Stare Miasto, 5th Land and Mortgage Register Division, maintains land and mortgage register No. PO1P/ /3; and b. An undeveloped land property held under an ownership title, consisting of plot No. 7/2 (cadastral district 0021 Jeżyce) with an area of 859 sq m, located at ul. Piękna 44 in Poznań (the Undeveloped Land Property, and jointly with the Developed Land Property - the Properties to Be Sold ), for which the District Court of Poznań Stare Miasto, 5th Land and Mortgage Register Division, maintains land and mortgage register No. PO1P/ /6. where: Selling Price 1 means PLN 2,100, (two million, one hundred thousand złoty, 00/100), which will be paid in full to PBG s bank account No held with mbank S.A. (the Divestment Account ) and which, once paid into the Divestment Account, will serve as a Security Deposit securing claims under the Zero-Coupon Bonds so that the conclusion of the Sale Agreement concerning the Properties to Be Sold and the payment of Selling Price 1 do not breach the definition of Permitted Disposal within the meaning of the Terms and Conditions, and therefore do not constitute an Early Redemption Trigger as referred to in Clause Non-permitted disposal of assets of the Terms and Conditions. 2. Conclusion by the Seller of a Sale Agreement concerning the transfer, for Selling Price 2 as defined below, to an interested buyer, i.e. Mr Mieczysław Kotliński (the Offeror ), of the ownership title to the Properties to Be Sold (including after payment of an amount not lower than PLN 1,650, (one million, six hundred and fifty thousand złoty, 00/100) to the Divestment Account), in such a way that the conclusion of the Sale Agreement concerning the Properties to Be Sold and the payment of Selling Price 2 as defined below do not breach the definition of Permitted Disposal within the meaning of the Terms and Conditions, and therefore do not constitute an Early Redemption Trigger as referred to in Clause Non-permitted disposal of assets of the Terms and Conditions; Selling Price 2 means the total of the following amounts: i. Cash in an amount not lower than PLN 1,650, (one million, six hundred and fifty thousand złoty, 00/100), which will be transferred by the Offeror to the Divestment Account and which, once paid to the Divestment Account, will serve as a Security Deposit securing claims under the Zero-Coupon Bonds; ii. Assignment to PBG of the monetary claims owed to the Offeror by Mr Piotr Damian Spychalski as payment of the selling price under an ownership transfer agreement between the Offeror and Mr Piotr Damian Spychalski, in an amount of PLN 618, (six hundred and eighteen thousand złoty, 00/100) (the Claims to Be Assigned ), which claims have been secured with a senior mortgage of up to PLN 670, (six hundred and seventy thousand złoty, 00/100) over a land property to which Mr Piotr Damian Spychalski holds an ownership title, consisting of plot No. 3/46 (cadastral district 0036 Junikowo) with an area of 2,195 sq m, located at Glinianki street (the Mortgaged Property ), for which District Court of Poznań Stare Miasto, 5th Land and Mortgage Register Division, maintains land and mortgage register No. PO1P/ /2; Any cash obtained by PBG or the Seller as a result of seeking the payment (including through enforcement) of the Clams to Be Assigned will be ultimately paid to the Divestment Account and

4 will serve as a Security Deposit securing claims under the Zero-Coupon Bonds in such a way that the conclusion of the Sale Agreement concerning the Properties to Be Sold and the payment of Selling Price 1 or Selling Price 2 do not breach the definition of Permitted Disposal within the meaning of the Terms and Conditions, and therefore do not constitute an Early Redemption Trigger as referred to in Clause Non-permitted disposal of assets of the Terms and Conditions. 3. The occurrence of an Event of Default as referred to in Art of the Terms and Conditions, consisting in a breach of Clause 12.1.(a) of the Restructuring Agreement by way of the Owner disposing of its assets, namely the Properties to Be Sold, in a manner violating the provisions of Clause 11.9 of the Restructuring Agreement, as a result of disposal of the Properties to Be Sold otherwise than by way of a Permitted Disposal (as defined in the Restructuring Agreement). Any capitalized terms not defined in this Position have the meanings assigned to them in the Terms and Conditions. In the event of the issuance of a Common Bondholders Position consenting to the occurrence of the events indicated in items (1) - (3) of the PBG Request, in accordance with the Bond Issue Terms, these events will not constitute an Early Redemption Trigger. D. Bondholder s Position: THE BONDHOLDER HEREBY: GRANTS: its consent as set out in C above REFUSES TO GRANT: its consent as set out in C above Note: Note: Please mark the appropriate box. Signature of the Bondholder/person authorised to represent the Bondholder/the Bondholder s proxy Date signed

5 Schedules: Schedule 1 Documents Confirming the Authorisation to Represent the Bondholder (originals or authenticated copies) Schedule 2 Depositary Certificates (originals) 1 1 If the originals of Depositary Certificates issued for an indefinite term are attached to this Bondholder s Position, in order to have the originals returned by the Bond Security Agent upon the issue of the Bondholders Common Position, please attach to this Bondholder s Position a self-addressed prepaid return envelope, which the Bond Security Agent will use to return the Depositary Certificates to the Bondholder s address. In order to have the originals of Depositary Certificates with a fixed validity period returned by the Bond Security Agent, please attach to this Bondholder s Position a self-addressed prepaid return envelope.