Additional information (notes) to the Interim Condensed Financial Statements for the period of 9 months ended 30 September 2017

Transcription

1 Additional information (notes) to the Interim Condensed Financial Statements for the period of 9 months ended 30 September ) General information about the GetBack Capital Group GetBack S.A. ( Company, GetBack ) was entered in the business register of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, under No. KRS , in accordance with a decision of the District Court for Wrocław- Fabryczna, 6th Commercial Division of the National Court Register of 14 March The Company s principal business activity comprises other financial service activities, except insurance and pension funding n.e.c., as reflected in the REGON system classification (PKD Z). The Company s dominant business activities include recovery of acquired debts and management of debt portfolios in securitisation funds, including restructuring and recovery of acquired debts. GetBack does not operate branches within the meaning of the Polish Accounting Act. As at 30 September 2017, the GetBack Capital Group ( Group ) consisted of GetBack as the Parent, as well as 36 companies and funds, including: 10 subsidiaries of GetBack, 3 indirect subsidiaries of GetBack, 10 own funds, 13 third-party funds. 1

2 The Group s organisational structure as at 30 September GetBack Recovery Srl GetBack S.A. holds 99.95% of the share capital and Bakura Sp. z o.o. S.K.A. holds 0.05% of the share capital. 2 Lawyer Consulting Associate Srl GetBack S.A. and GetBack Recovery Srl hold 49% interests in the company s profit each. 3 Kancelaria Prawna GetBack Mariusz Brysik Sp.k. GetBack S.A. is a limited partner with a 90.91% interest; Bakura Sp. z o.o. S.K.A. is another limited partner of the company. 4 EGB Wierzytelności 2 NSFIZ EGB Investments S.A. holds 49.4% of the fund s units, and Altus 49 FIZAN holds 50.6% of the units. Changes in organisational or equity links between GetBack S.A. and other entities Presented below is general information about significant subsidiaries and associates, i.e. the Group s direct and indirect subsidiaries which the management considers significant for the Group s business due to their share in the Group s total assets. 2

3 General information about the Group s entities Name and principal place of business Principal business Effective ownership interest 30 September December 2016 (unaudited) Kancelaria Prawna GetBack Mariusz Brysik Sp.k., Wrocław legal services 90.91% 90.91% easydebt NSFIZ, Warsaw investment fund % % GetBack Recovery Srl, Bucharest, Romania debt collection % % Lawyer Consulting Associate Srl, Bucharest, Romania legal services 98.00% 98.00% Neum Pretium Sp. z o.o. (former Bakura IT Sp. z o.o.), Wrocław other financial services % % Open Finance FIZAN, Warsaw investment fund % % Bakura Sp. z o.o., Warsaw other financial services % % Bakura Sp. z o.o. S.K.A., Warsaw other financial services % % Universe 3 NSFIZ, Warsaw investment fund % % Bakura Sp. z o.o. Kolima Sp.k., Wrocław other financial services % % GetPro NSFIZ (former EGB Wierzytelności 1 NSFIZ), Warsaw investment fund % % Debito NSFIZ, Warsaw investment fund % % Open Finance Wierzytelności NSFIZ, Warsaw investment fund % % Crown Stability S.à r.l., Luxembourg other financial services % n/a GetBack Finance AB, Stockholm, Sweden other financial services % n/a GetBack Baytree Advisors LLP, London, UK other financial services % n/a Debt Profit NSFIZ, Warsaw investment fund % n/a Centauris 2 NSFIZ, Warsaw investment fund % n/a EGB Investments S.A., Bydgoszcz other financial services % n/a EGB Nieruchomości Sp. z o.o., Bydgoszcz other financial services % n/a Kancelaria Prawna EGB Bartłomiej Świderski Sp.k., Wrocław legal services 98.00% n/a ALTUS 49 FIZAN, Warsaw investment fund % n/a EGB Wierzytelności 2 NSFIZ, Warsaw investment fund % n/a General information about significant affiliates Name and principal place of business Principal business Effective ownership interest 30 September 2017 (unaudited) 31 December 2016 OMEGA Wierzytelności NSFIZ, Warsaw investment fund 20.00% 20.00% Trigon Profit XIV NSFIZ, Warsaw investment fund 27.00% 20.00% Trigon Profit XV NSFIZ, Warsaw investment fund 27.00% 20.00% Trigon Profit XVI NSFIZ, Warsaw investment fund 27.00% 20.00% Trigon Profit XVIII NSFIZ, Warsaw investment fund 28.00% 20.00% Trigon Profit XXI NSFIZ, Warsaw investment fund 20.00% 20.00% Trigon Profit XX NSFIZ, Warsaw investment fund 20.00% n/a 3

4 Trigon Profit XXII NSFIZ, Warsaw investment fund 20.00% n/a Trigon Profit XXIII NSFIZ, Warsaw investment fund 21.00% n/a Trigon Profit XXIV NSFIZ, Warsaw investment fund 20.00% n/a Centauris Windykacji NSFIZ, Warsaw investment fund 34.20% 26.66% Neum Pretium S.A., Warsaw other financial services 49.00% % Altus NSFIZ Wierzytelności 2, Warsaw investment fund 26.00% n/a Changes in the composition of the GetBack Capital Group On 7 August 2017, as a result of a sales agreement executed between funds managed by Altus Towarzystwo Funduszy Inwestycyjnych S.A. and Mercurius Dom Maklerski Sp. z o.o., GetBack acquired approximately 99.38% of the share capital of EGB Investments S.A. ( EGB ). Following the transaction, GetBack holds 12,972,842 dematerialised shares (in book-entry form) in EGB with a nominal value of PLN 0.10 per share and a total nominal value of PLN 1,297, The acquired shares carry 12,972,842 voting rights, representing approximately 99.38% of total voting rights in the company. The total price of the shares was PLN 207,565 thousand, i.e. PLN 16 per share. The payment for the shares was made in cash and was not a conditional payment. The transaction concluded between the investment funds took place outside the organised trade. On 22 September 2017, the Company announced its mandatory purchase request (squeeze-out) for EGB s shares held by all the other shareholders. The squeeze-out concerned 81,158 ordinary bearer shares with a nominal value of PLN 0.10 per share, carrying 0.62% of total voting rights at EGB s General Meeting of Shareholders. The squeeze-out date was set at 27 September 2017 and the price per squeeze-out share was PLN On 27 September 2017, the Company announced that, following the settlement of the mandatory squeeze-out of EGB s shares on 27 September 2017, the Company acquired 81,158 shares, carrying 0.62% of total voting rights at EGB s General Meeting of Shareholders. After the settlement of the mandatory squeeze-out, the Company holds a total of 13,054,000 EGB s shares, which corresponds to 100% of EGB s share capital and carries 13,054,000 voting rights at EGB s General Meeting of Shareholders, i.e. 100% of total voting rights at EGB s General Meeting of Shareholders. On 29 September 2017, the Management Board of the Company passed a resolution on the intention to merge the Company (the acquiring company) through acquisition with EGB (the acquired company) and on the intention to enter into negotiations on the merger plan. On 29 September 2017, GetBack S.A. and Voelkel Sp. z o.o. ( Voelkel ) started the cooperation related to the joint investment project run by Neum Pretium S.A. with the objective of expanding the range of services offered by the capital group. Consequently, GetBack sold 510 ordinary shares of Neum Pretium S.A. (which constitutes 51% of the share capital of the company) to Voelkel. The financial involvement in the joint activity amounted to PLN 36,047 thousand. The Group shall be responsible for the delivery of the agreed business model and the management of a joint activity, including the Neum Pretium S.A. debt management. On 11 October 2017, the Company and EGB agreed on a merger plan. The merger will take place by transfer of all EGB s assets to the Company as EGB s sole shareholder by way of universal succession in accordance with Art of the Code of Commercial Companies. As a result of the merger, EGB will be dissolved without liquidation proceedings. Taking into account that all shares in EGB s share capital are held by the Company, based on Art of the Code of Commercial Companies, the merger will take place without increasing the share capital of the Company. Furthermore, based on Art read with Art of the Code of Commercial Companies, the merger plan will not be subject to an audit by a statutory auditor appointed by the registry court and no statements will be prepared by the management boards of the companies participating in the merger. As a result of the merger, in accordance with Art of the Code of Commercial Companies, as of the date of the merger, the Company will assume all the rights and obligations of EGB, including its assets and liabilities. Taking the foregoing into account, on 11 October 2017, acting on the basis of Art and of the Code of Commercial Companies, the Company issued its first notification informing its shareholders of the intended merger with EGB. 4

5 2) Important events and achievements in Q ) Initial public offering of GetBack S.A. On 4 July 2017, the Company announced the final offered share price, the final number of the offered shares and the final number of shares offered to individual categories of investors as at 4 July According to the information provided, the Company (with respect to the New Issue Shares) and the Selling Shareholder (with respect to the Sale Shares), in agreement with the Global Coordinator and in consultation with the Joint Bookrunners, set the Final Price of the Offered Shares at PLN 18.5 per Offered Share. In addition, according to the announcement, the Management Board, acting in agreement with the Global Coordinator and in consultation with the Joint Bookrunners, resolved not to use the authorisation specified in Art. 6.1(a) of the Issue Resolution concerning the determination of the final number of the New Issue Shares offered by the Company in the Offering. Therefore, pursuant to Art. 6.1(a) read with Art. 1.1 and 1.2 of the Issue Resolution, the final number of the New Issue Shares offered by the Company in the Offering is 20,000,000. Furthermore, the Selling Shareholder, acting in agreement with the Global Coordinator and in consultation with the Joint Bookrunners, set the final number of Sale Shares offered by the Selling Shareholder in the Offering at 20,000,000. As a result, the final number of Offered Shares offered in the Offering was 40,000,000. On 4 July 2017, the Management Board (with respect to the New Issue Shares) and the Selling Shareholder (with respect to the Sale Shares), acting in agreement with the Global Coordinator and in consultation with the Joint Bookrunners, determined the final number of the Offered Shares for individual categories of investors at: a) 3,000,000 Offered Shares for Individual Investors; and b) 37,000,000 Offered Shares for Institutional Investors. On 4 July 2017, the Company published update announcement no. 3 to the prospectus ("Prospectus") of the Company prepared for the purposes of the first public offer of the shares of the Company. Update announcement No. 3 to the Prospectus was prepared in connection with the conclusion of the Stabilisation Agreement by the Selling Shareholder and Stabilisation Manager. On 6 July 2017, the Management Board of Krajowy Depozyt Papierów Wartościowych w Warszawie S.A. ("KDPW") adopted Resolution no. 437/17, under which KDPW assigned code PLGTBCK00297 to (eighty million) ordinary bearer shares of the Company with the par value of PLN 0.05 each, including (i) (sixteen million) of series A shares of the Company; (ii) (twenty-four million) series B shares of the Company; (iii) (sixteen million) series C shares of the Company; and (iv) (twenty-four million) series D shares of the Company (hereinafter referred to as the "Shares") and registered the shares in the security deposit of KDPW provided the Shares are approved for trading on the regulated market. On 10 July 2017, the Company, with regard to New Issue Shares and the Selling Shareholder with regard to Shares Sold, allocated in total Offered Shares under the conditions determined in the Prospectus, including New Issue Shares and Sold Shares. Under the allocation of the Offered Shares, Individual Investors were allocated of Offered Shares and Institutional Investors were allocated of Offered Shares. Due to the allocation of the Offered Shares the Company published on 10 July 2017 the update announcement No. 4 to the prospectus (the "Prospectus") of the Company prepared for the purposes of the initial public offering of the shares of the Company. On 12 July 2017, the Polish Financial Supervision Authority approved annex No. 5 ( Annex No. 5 ) to the issue prospectus (the "Prospectus") of Company s shares drafted for the purpose of the initial public offering of Company s shares. Annex No. 5 to the Prospectus was drafted due to an annex to a credit agreement concluded on 10 July 2017 between Alior Bank S.A. and the Company, EasyDebt NSFIZ as well as Open Finance Wierzytelności NSFIZ. On 12 July 2017, the Management Board of Krajowy Depozyt Papierów Wartościowych w Warszawie S.A. ("KDPW") [National Depository for Securities] adopted Resolution no. 452/17, under which the Management Board of KDPW registered in KDPW depository of securities (twenty million) allotment certificates concerning ordinary series E bearer shares of the Company with the par value of PLN 0.05 each and assign code PLGTBCK00305 to these allotment certificates. On 12 July 2017, the Management Board of Giełda Papierów Wartościowych w Warszawie S.A. ("GPW ) (Warsaw Stock Exchange) adopted resolution no. 760/2017 under which the Management Board of GPW decided to float on the primary market of GPW: 1) the following shares of the Company with par value of PLN 0.05 under the condition of converting these shares to ordinary bearer shares: (i) series A shares of the Company, (ii) series B shares of the Company, 5

6 (iii) series C shares of the Company, (iv) series D shares of the Company, and 2) series E ordinary bearer shares of the Company with par value PLN 0.05 each, under the condition of registering the increase of Company s share capital resulting from the issue of series E Company s shares by proper registry court; and 3) allotment certificates concerning series E ordinary bearer shares of the Company with par value of PLN 0.05 each. The Resolution went into force on the date of its adoption On 13 July 2017, Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW ) (National Depository of Securities) issued an announcement of KDPW Operations Department in which it informs that pursuant to resolution no. 437/17 of the Management Board of KDPW of 6 July 2017, on 14 July of Company s ordinary bearer shares with par value of PLN 0.05, coded ISIN PLGTBCK00297, will be registered. On 14 July 2017, the Management Board of Giełda Papierów Wartościowych w Warszawie S.A. ("GPW ) (Warsaw Stock Exchange) adopted resolution No. 766/2017 under which the Management Board of GPW decided to: 1. float, as at 17 July 2017, under normal procedure on the primary market of GPW, Company s ordinary bearer shares with par value of PLN 0.05 each, coded by Krajowy Depozyt Papierów Wartościowych S.A. _"KDPW"_ (National Depository for Securities) with code PLGTBCK00297, including: (i) 16,000,000 series A shares of the Company, (ii) 24,000,000 series B shares of the Company, (iii) 16,000,000 series C shares of the Company, and (iv) 24,000,000 series D shares of the Company; 2. list Company s shares, referred to in point 1 above, in the continuous trading system under abbreviated name of "GETBACK and designated as "GBK. The resolution came into force as of its adoption date. On 14 July 2017, the Management Board of GPW adopted resolution No. 767/2017 under which the Management Board of GPW decided to: 1. float, as at 17 July 2017, under normal procedure on the primary market of GPW, allotment certificates concerning series E ordinary bearer shares of the Company with par value of PLN 0.05 each, coded by Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW") (National Depository for Securities) with code PLGTBCK00305, and 2. list Company s allotment certificates, referred to in point 1 above, in the continuous trading system under abbreviated name of "GETBACK-PDA and designated as GBKA. The resolution came into force as of its adoption date. On 18 July 2017, the Polish Financial Supervision Authority approved annex No. 6 _ Annex No. 5 _ to the issue prospectus _the "Prospectus"_ of Company s shares drafted for the purpose of the initial public offering of Company s shares. The Prospectus was approved by the Polish Financial Supervision Authority on 16 June 2017, the approval was announced by the Company in its current report No. 33/2017 of 16 June Annex No. 6 was adopted due to resolution of the Management Board of 14 July 2017 on abandoning, on the date of adopting the resolution, a project involving potential acquisition of an entity in the debt management sector. On 20 July 2017, the Company published regarding completed subscription as well as sale of Getback S.A. shares under initial public offering of Getback S.A. shares. On 21 July 2017, the Polish Financial Supervision Authority approved annex No. 7 ( Annex No. 7 ) to the issue prospectus (the "Prospectus") of Company s shares. Annex No. 7 was prepared in connection with: a PLN 120 million payment made from an Escrow Account on 18 July 2017 in the performance of the Binding Agreement of Sale of EGB and the Escrow Account Agreement concluded in connection with the Binding Agreement of Sale of EGB, to the Sellers of EGB s shares and at their request, as a down payment of the Sale Price; execution, on 18 July 2017, by and between the Company, easydebt NSFIZ and Raiffeisen Bank Polska S.A. of an annex to a credit facility agreement (information received by the Company on 19 July 2017); a successful bid by a wholly-owned subsidiary of the Company in the tender proceedings organised by a bank registered in the territory of Poland for the purchase of debt portfolios, of which the Management Board was notified on 18 July The price offered by the Company s subsidiary, equivalent to more than 25% of the Group s net revenue earned in the preceding four quarters, was a market price for this type of assets and did not diverge from prices typically paid in such transactions. On 26 July 2017, the Company received a notification from Pekao Investment Banking S.A. ( Pekao IB") concerning stabilisation transactions ( Notification"). In compliance with the Notification, within 6

7 stabilisation activities relating to the Company s shares and rights to shares, in line with the principles set forth in the issue prospectus of the Company s shares, approved by the Polish Financial Supervision Authority on 16 June 2017 ("Prospectus") and the updating Communique to the Prospectus No. 3 published by the Company on 4 July 2017, Pekao IB entered into stabilisation transactions on 17 and 18 July On 2 August 2017, the Company received a notification from Pekao Investment Banking S.A. ( Pekao IB") concerning stabilisation transactions ( Notification"). In compliance with the Notification, within stabilisation activities relating to the Company s shares and rights to shares, in line with the principles set forth in the issue prospectus of the Company s shares, approved by the Polish Financial Supervision Authority on 16 June 2017 ("Prospectus") and the updating Communique to the Prospectus No. 3 published by the Company on 4 July 2017, Pekao IB entered into stabilisation transactions between 27 July 2017 and 31 July On 9 August 2017, the Polish Financial Supervision Authority approved Annex No. 8 to the Company s issue prospectus. Annex No. 8 was prepared in connection with a resolution passed on 1 August 2017 by DNLD Cooperatief U.A., the sole shareholder of the Selling Shareholder, to approve resignation of Mr Konrad Kąkolewski from the position of member of the Board of Directors (Director B) of the Selling Shareholder with come into effect as of 24 July As a result, in conformity with the Dutch law, Mr Konrad Kąkolewski ceased to be a member of the Board of Directors (Director B) of the Selling Shareholder. On 9 August 2017, the Polish Financial Supervision Authority approved Annex No. 9 to the Company s issue prospectus. Annex No. 9 was prepared in connection with: the allocation by the Management Board of the Company on 4 August 2017 of 400,000 offered Series PP4 bonds with a total nominal value of PLN 40.0 million maturing on 16 February 2021; disclosure by the Company of detailed information on debt portfolios of own and third-party investment funds in the three and the six months ended 30 June 2017; the Company becoming aware, on 7 August 2017, of execution on 4 August 2017 of an annex to a credit facility agreement dated 26 September 2016, by and between Getin Noble Bank S.A. and the Company, whereby some fund units specified in the agreement and pledged as security (financial and registered pledges) for the credit facility were released as security, and Getin Noble Bank S.A. agreed to such release; execution on 7 August 2017 of an agreement to purchase shares in EGB Investments S.A. concluded by and between investment funds managed by Altus Towarzystwo Funduszy Inwestycyjnych S.A. (jointly referred to as the Sellers ) and Mercurius Dom Maklerski Sp. z o.o. (acting on behalf of the Company pursuant to a mandate agreement to purchase EGB s shares). In the performance of the binding EGB s share purchase agreement, the Company acquired, outside the regulated market, shares in EGB representing approximately 99.38% of the EGB s share capital for PLN 207,565,472. Accordingly, under the framework cooperation agreement ( Framework Agreement ) executed by and between the Company and Altus Towarzystwo Funduszy Inwestycyjnych S.A. ( Altus TFI ) for management of investment debt portfolios of securitisation funds managed by Altus TFI and its affiliates, except certain funds specified in the Framework Agreement, Altus TFI is obliged to fulfil certain contractual obligations specified in the Framework Agreement. On 9 August 2017, the Company received from Pekao Investment Banking S.A. a notice of stabilising transactions. According to the notice, as part of the stabilising measures undertaken with respect to rights to the Company s shares on the terms set out in the Company s issue prospectus approved by the Polish Financial Supervision Authority on 16 June 2017 and in Update Report No. 3 published by the Company on 4 July 2017, Pekao IB executed stabilising transactions on 2 August to On 11 August 2017, the Polish Financial Supervision Authority approved Annex No. 10 to the Company s issue prospectus. Annex No. 10 was prepared in connection with execution on 9 August 2017 of a framework agreement for the provision of investment portfolio management services by and between the Company and Trigon Towarzystwo Funduszy Inwestycyjnych S.A. On 16 August 2017, the Company received a notification ( Notification ) from Pekao Investment Banking S.A. concerning exercise of a reverse greenshoe option with respect to GetBack s shares and rights to shares ( Reverse Greenshoe Option ) in connection with the initial public offering of GetBack s shares and the stabilising measures taken with respect to the Company s shares and rights to shares. According to the Notification, on 16 August 2017, Pekao IB exercised the Reverse Greenshoe Option for 1,956 ordinary bearer shares in the Company ( Shares ) and 68,602 rights to ordinary bearer shares in the Company ( Rights to Shares ), as provided for in the stabilisation agreement concluded by and between Pekao IB and DNLD Holdings B.V. ( DNLD ) on 4 July As a result of the transaction, the ownership of the Shares and the Rights to Shares will be transferred to DNLD upon registration of the Shares and the Rights to Shares in DNLD Holdings B.V. s securities account, and the number of the Company s securities held by DNLD after the closing of the initial public offering will increase by 1,956 shares and 68,602 rights to shares (which, upon registration of the increase in the Company s share capital and Series E shares, will become Series E ordinary bearer shares). 7

8 On 17 August 2017, the Company received a notice from Pekao IB containing a summary of information on the measures taken to stabilise the price of the Company s shares and rights to shares in connection with the initial public offering of the Company. The stabilising measures were undertaken on the main market of the Warsaw Stock Exchange in the period from 17 July 2017 to 2 August On 13 September 2017, the Polish Financial Supervision Authority approved Annex No. 11 (also referred to as Supplement 11 ) to the Company s issue prospectus. Annex No. 11 was prepared in connection with the Company s execution of agreements on cooperation with Cobralia Servicios Integrales de Recuperación S.L. and Liberto Ventures S.L., Spanish debt management companies, on 8 September The agreements concluded by the Company define the terms and conditions of cooperation consisting in the Company entrusting the companies with the management of debt portfolios which the Company plans to purchase on the Spanish market. On 26 September 2017, he Polish Financial Supervision Authority approved Supplement 12 ( Supplement 12 ) to the Company s prospectus (the Prospectus ) prepared for the initial public offering of the Company s shares. The prospectus was approved by the Polish Financial Supervision Authority on June 16th 2017, as announced by the Company in Current Report No. 33/2017 of June 16th Capitalised terms not defined in this report have the meaning given to them in the Prospectus. Supplement 12 was prepared in connection with the publication by the Company on September 20th 2017 of the unaudited condensed consolidated financial statements of the Group for the six months ended June 30th In addition, Supplement 12 was prepared in connection with a mandatory squeeze-out ( Squeeze-Out ), announced by the Company on September 22nd 2017, of 81,158 shares in EGB Investments ( Purchased Shares ) held by all other shareholders in EGB Investments, jointly conferring 0.62% of total voting rights at the General Meeting of EGB Investments. The Squeeze-Out date was set for 27th September 2017 and the purchase price per Purchased Share is PLN On the day of the Squeeze-Out, the rights attached to the Redemption Shares will transfer from the EGB Investments shareholders covered by the Squeeze-Out to the Company upon registration of the shares in the Company s securities account. 2) Acquisition of shares in EGB Investments S.A. On 18 July 2017, in connection with a conditional agreement ( Agreement ) creating an obligation to sell 12,972,842 shares in EGB, representing approximately 99.38% of EGB s share capital, for PLN 207,565,472, a down payment of PLN 120 million was made from the Company s bank account to the bank accounts of the investment funds specified in the Agreement and managed by Altus Towarzystwo Funduszy Inwestycyjnych S.A. On 7 August 2017, pursuant to the agreement to purchase EGB s shares executed by and between investment funds managed by Altus Towarzystwo Funduszy Inwestycyjnych S.A. (jointly referred to as the Sellers ) and Mercurius Dom Maklerski Sp. z o.o. (acting on behalf of the Company pursuant to a mandate agreement to purchase EGB s shares), and in the performance of the binding agreement creating an obligation to sell EGB s shares, the Company purchased, outside the regulated market, EGB s shares representing approximately 99.38% of EGB s share capital for PLN 207,565,472. Accordingly, under the framework cooperation agreement executed by and between the Company and Altus Towarzystwo Funduszy Inwestycyjnych S.A. for management of investment debt portfolios of securitisation funds managed by Altus TFI and its affiliates, except certain funds specified in the Framework Agreement, Altus TFI is obliged to fulfil certain contractual obligations specified in the Framework Agreement. On 22 September 2017, acting pursuant to Art of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, the Management Board of the Company announced the mandatory squeeze-out ( Squeeze-Out ) of all the other shareholders of EGB ( Minority Shareholders ). The Squeeze-Out concerned all the remaining EGB s shares ( Squeeze-Out Shares ), i.e. 81,158 (say: eighty-one thousand one hundred fifty-eight) ordinary bearer shares with a nominal value of PLN 0.10 (say: ten groszy) per share, entitling their holders to exercise 0.62% of total voting rights at EGB s General Meeting of Shareholders. The Squeeze-Out Shares were dematerialised (in book-entry form) and were assigned ISIN code PLEGBIV00012 by KDPW. The shares were admitted to trading in NewConnect, the alternative trading system of the Warsaw Stock Exchange, marked with the abbreviation EGB. The squeeze-out date was set at 27 September 2017 and the price was PLN per Squeeze-Out Share. On the day of the Squeeze-Out, the Minority Shareholders covered by the Squeeze- Out were deprived of their shareholding rights following registration of the shares in the Company s securities account. 8

9 On 27 September 2017, the Management Board of the Company announced that, following the settlement of the mandatory Squeeze-Out of EGB s shares, the Company acquired 81,158 EGB s shares, representing 0.62% of EGB s share capital and carrying 0.62% of total voting rights at its General Meeting of Shareholders. Following the settlement of the Squeeze-Out, the Company holds a total of 13,054,000 EGB s shares, representing 100% of EGB s share capital and carrying 13,054,000 voting rights, corresponding to 100% of total voting rights, at EGB s General Meeting of Shareholders. On 29 September 2017, the Management Board of the Company passed a resolution on the intention to merge the Company (the acquirer) through acquisition with EGB (the acquiree) and on the intention to enter into negotiations on the merger plan. 3) Debt portfolios On 18 July 2017, the Company was notified that an entity in which the Issuer holds 100% stake had been selected, in a tender proceedings organised by a bank based in Poland, as a purchaser of a debt portfolio. The purchase price offered by that subsidiary of the Issuer, equivalent to more than 25% of net revenues of Issuer s capital group generated in the most recent fiscal quarters is an arm s length price for assets of similar kind and does not deviate from comparable prices for such transactions. Under the terms and conditions of the tender, the bank reserved the right to cancel the tender proceedings at any stage without providing the reasons. In connection with the progress of work on preparation of the interim consolidated statements of the GetBack Capital Group for the first half of 2017, on 7 August 2017, the Management Board of the Company disclosed the following figures: the expenditure on acquisition of the debt portfolios purchased by the Company on behalf of its own funds and on behalf of third-party securitisation funds whose debt portfolios are managed by the Company ( own and third-party funds ); the collections from the debt portfolios purchased and managed on behalf of own and third-party funds; and the level of recoveries from the debt portfolios relative to the original debt recovery plans assumed as at the date of debt portfolio acquisition. Q a. Expenditure on acquisition of the debt portfolios purchased and managed by the Company on behalf of own and third-party funds Q2 2017: PLN million; Q2 2016: PLN million; change: -9% b. Collections from the debt portfolios purchased and managed by the Company on behalf of own and thirdparty funds Q2 2017: PLN million; Q2 2016: PLN million; change: 64% c. Actual recoveries from the debt portfolios purchased and managed by the Company on behalf of own and third-party funds relative to the original recovery plans assumed as at the date of debt portfolio acquisition Q2 2017: 118%; Q2 2016: 117%* *Excluding OFWD NS FIZ fund H a. Expenditure on acquisition of the debt portfolios purchased and managed by the Company on behalf of own and third-party funds H1 2017: PLN million; H1 2016: PLN million; change: 26% b. Collections from the debt portfolios purchased and managed by the Company on behalf of own and thirdparty funds H1 2017: PLN million; H1 2016: PLN million; change: 60% c. Actual recoveries from the debt portfolios purchased and managed by the Company on behalf of own and third-party funds relative to the original recovery plans assumed as at the date of debt portfolio acquisition H1 2017: 118%; H1 2016: 117%* *Excluding OFWD NS FIZ fund The level of recoveries from the debt portfolios purchased and managed by the Company on behalf of own and third-party funds relative to the recovery plan assumed as at the date of debt portfolio acquisition shows the percentage of actual recoveries made by the Company from the entire debt portfolio under its management as at the date of the relevant press release in relation to the assumed recovery plans adopted for each portfolio at the time of purchase. A value above 100% means that the Company has achieved aggregate recoveries from all debt portfolios under its management above the assumed levels. On 9 August 2017, the Company and Trigon Towarzystwo Funduszy Inwestycyjnych S.A. entered into a framework agreement for the provision of investment portfolio management services ( Framework 9

10 Agreement ), whereby Trigon TFI undertook to take, from the date of the Framework Agreement to 30 June 2022, all reasonably possible and necessary steps to ensure that all debt portfolios of the securitisation funds managed by Trigon TFI and its affiliates as of the date of the Framework Agreement (except the funds specified in the Framework Agreement) are managed solely by the Company or its affiliates, with the provision that the Company and its affiliates meet all relevant criteria so that Trigon TFI can entrust provision of such services to them; while all legal services pertaining to the management of such debt portfolios, including debt recovery in court or in enforcement proceedings, will be provided, on an exclusive basis, by a law firm in which the Company is a limited partner or by a law firm indicated by the Company. In order to perform the above obligations, Trigon TFI agreed to conclude agreements for the provision of investment debt portfolio management services and legal services (with respect to debt recovery in court or in enforcement proceedings) only with the Company or its affiliates and the Law Firm, respectively, and to undertake other preparatory steps in this regard. If Trigon TFI fails to meet these obligations, the Company will have the right to charge contractual penalties pursuant to the Framework Agreement. Trigon TFI and the Company have the right to terminate the Framework Agreement in accordance with its terms. In addition, Trigon TFI agreed, on the terms set forth in the Framework Agreement, to make efforts to prepare a distribution network facilitating the acquisition by Trigon TFI of payments for units issued by the funds in amounts specified in the agreement. In connection with the costs incurred by Trigon TFI in the course of the preparation for the management of the Funds debt portfolios and distribution of the Funds units, the Company agreed to pay Trigon TFI lumpsum remuneration on market terms, subject to the contractual penalties defined in the Framework Agreement. The provisions of the Framework Agreement presented in the preceding paragraphs will become effective upon payment by the Company to Trigon TFI of the lump-sum remuneration referred to above. On 23 August 2017, in relation to Current Report no. 66/2017 on the successful bid by a wholly-owned subsidiary of the Company in a tender proceedings for the purchase of debt portfolios from a bank, the Management Board of the Company announced that, on 23 August 2017, the ownership title to the last debt portfolio subject to this transaction was transferred upon that entity. The price paid was a market price for this type of assets and did not diverge from prices typically paid in such transactions; the payment was split into instalments at terms agreed upon by the parties to the transaction. On 8 September 2017, the Company announced that it began cooperation with two entities specialising in debt management in the Spanish market. The cooperation was established following the execution by the Company and Cobralia Servicios Integrales de Recuperación S.L. and Liberto Ventures S.L. of contracts under which these two entities will manage debt portfolios the Company intends to purchase in the Spanish market. 4) Public bond issue programme On 11 July 2017, the WSE Management Board passed resolution No. 754/2017 to admit 400,000 Series PP3 bearer bonds of the Company, with a nominal value of PLN 100 per bond, to exchange trading on the main market. On 12 July 2017, the WSE Management Board passed resolution No. 761/2017 to introduce to regular trading on the main market, as of 14 July 2017, 400,000 Series PP3 bearer bonds issued by the Company, with a nominal value of PLN 100 per bond, bearing code PLGTBCK00271 assigned by KDPW. The bonds are listed in the continuous trading system under the abbreviated name of GBK1220. On 4 August 2017, the Management Board allocated 400,000 Series PP4 bonds with a total nominal value of PLN 40,000,000, maturing on 16 February 2021, issued under the public bond issue programme covered by the bond issue prospectus. On 4 August 2017, the Company published a current report in which it announced that, since the publication of Current Report No. 63/2017 on 14 July 2017, the Company had allocated further bonds issued by the Company, and the aggregate value of the allocated bonds, including Series PP4 bonds, was PLN 128,018,519. On 7 August 2017, the Company announced the results of the offering of Series PP4 bonds issued under the public bond issue programme. On 18 August 2017, the KDPW Management Board passed resolution No. 533/17 to register in the securities deposit up to 400,000 Series PP4 bearer bonds of the Company, with a nominal value of PLN 100 each, and 10

11 to assign code PLGTBCK00313 to the bonds. The earliest settlement date specified in the letter of account (registration date) is 22 August On 24 August 2017, the WSE Management Board decided to admit 400,000 Series PP4 bearer bonds of the Company, with a nominal value of PLN 100 per bond, to exchange trading on the main market. On 29 August 2017, the WSE Management Board decided to introduce to regular trading on the main market, as of 31 August 2017, 400,000 Series PP4 bearer bonds with a nominal value of PLN 100 per bond. The WSE Management Board also informed that the bonds were listed in the continuous trading system under the abbreviated name GBK ) Financing From 1 July 2017 to 30 September 2017, the GetBack Capital Group raised financing from bonds for a total nominal value of PLN thousand. From 1 July 2017 to 30 September 2017, the GetBack Capital Group redeemed bonds with a total nominal value of PLN thousand. On 10 July 2017, the Company, easydebt NSFIZ and Open Finance Wierzytelności NSFIZ executed an annex to the credit facility agreement with Alior Bank S.A. The annex amended some of the terms of the agreement: easydebt NSFIZ and Open Finance Wierzytelności NSFIZ acceded to the credit facility agreement as borrowers (each of the new borrowers is jointly and severally liable only with the Company); the purpose of the facility was changed: it can now be used to finance the principal business activities of easydebt NSFIZ and Open Finance Wierzytelności NSFIZ, and funds will be disbursed to the bank accounts of easydebt NSFIZ and Open Finance Wierzytelności NSFIZ; the list of security instruments was modified to include: registered pledges on specific receivables of easydebt NSFIZ and Open Finance Wierzytelności NSFIZ, registered and financial pledges on units of easydebt NSFIZ and Open Finance Wierzytelności NSFIZ, a security deposit agreement, registered and financial pledges on receivables from easydebt NSFIZ s and Open Finance Wierzytelności NSFIZ s bank accounts, declaration of submission to enforcement under Art of the Code of Civil Procedure by easydebt NSFIZ, Open Finance Wierzytelności NSFIZ and GetBack, and block on funds in the indicated bank accounts of each of the borrowers. On 18 July 2017, Raiffeisen Bank Polska S.A., the Company and easydebt NSFIZ (a wholly-owned subsidiary of the Company) executed an annex to the credit facility agreement. The annex amended some of the terms of the agreement: (i) a provision was added under which the Company is jointly and severally liable for easydebt NSFIZ s obligations under the credit facility agreement, while easydebt NSFIZ is not liable for the Company s obligations under the credit facility agreement; (ii) the terms of use of the facility were modified, in particular by removing the condition that Raiffeisen Bank Polska S.A. be presented with a representation from the Management Board that the proceeds from the initial public offering of the Company s shares amounted to at least PLN million; (iii) the agreement was modified in such a way that should the total credit amount disbursed exceed PLN 20.0 million, Raiffeisen Bank Polska S.A. must be presented with a representation from the Management Board that the proceeds from the initial public offering of Company s shares amounted to at least PLN million; and (iv) the list of security instruments was modified to include: assignment of rights to the Company s and easydebt NSFIZ s bank accounts, declarations of submission to enforcement under Art of the Code of Civil Procedure by the Company and easydebt NSFIZ, a registered pledge on easydebt NSFIZ s debt portfolios, and a financial and registered pledge on easydebt NSFIZ s bank account. On 7 August 2017, the Company was notified of execution, on 4 August 2017, of an annex to a credit facility agreement dated 26 September 2016, by and between Getin Noble Bank S.A. and the Company, whereby some fund units specified in the above-mentioned agreement and pledged as security (financial and registered pledges) for the credit facility were released as security. On the same day, Getin Noble Bank S.A. made a statement of consent to release the units referred to in the preceding sentence from the relevant financial and registered pledges. 6) Other On 14 July 2017, the Management Board of the Company passed a resolution to discontinue, as of the adoption of the resolution, any activities and analyses conducted by the Company and related to the contemplated acquisition of a majority ownership interest in an entity operating in the debt management industry (see Current Report No. 9/2017 of 8 March 2017). 11

12 3) Important events and achievements which occurred from the end of Q3 to the date of authorisation of the financial statements for issue 1) Initial public offering of GetBack S.A. On 3 October 2017, the Polish Financial Supervision Authority approved Annex No. 13 (also referred to as Supplement 13 ) to the Company s issue prospectus. Annex No. 13 was prepared in connection with the settlement, on 27 September 2017, of the mandatory Squeeze-Out, as a result of which the Company acquired 81,158 Squeeze-Out Shares, representing 0.62% of EGB s share capital and carrying 0.62% of total voting rights at EGB s General Meeting of Shareholders. Following the settlement of the Squeeze-Out, the Company holds a total of 13,054,000 EGB s shares, representing 100% of EGB s share capital and carrying 13,054,000 voting rights, corresponding to 100% of total voting rights, at EGB s General Meeting of Shareholders. Annex No. 13 was also related to the adoption by the Management Board of the Company on 29 September 2017 of a resolution on the intention to merge the Company (the acquiring company) through acquisition with EGB (the acquired company) and on the intention to enter into negotiations on the merger plan. On 11 October 2017, the Polish Financial Supervision Authority approved Annex No. 14 to the Company s issue prospectus. Annex No. 14 was prepared in connection with the disclosure by the Company of detailed information on debt portfolios of own and third-party investment funds (taking into account the acquisition of EGB) in the three and the nine months ended 30 September On 17 October 2017, the Polish Financial Supervision Authority approved Annex No. 15 to the Company s issue prospectus. Annex No. 15 was prepared in connection with the agreement reached on 11 October 2017 concerning the plan to merge the Company (the acquiring company) with EGB (the acquired company). The merger is to take place by transfer of all EGB s assets to the Company as EGB s sole shareholder by way of universal succession in accordance with Art of the Code of Commercial Companies. As a result of the merger, EGB will be dissolved without liquidation proceedings. Taking into account that all the shares in EGB s share capital are held by the Company, based on Art of the Code of Commercial Companies, the merger will take place without increasing the share capital of the Company. Furthermore, based on Art read with Art of the Code of Commercial Companies, the merger plan will not be subject to an audit by a statutory auditor appointed by the registry court and no statements will be prepared by the management boards of the companies participating in the merger. As a result of the merger, in accordance with Art of the Code of Commercial Companies, on the day of the merger, the Company will assume all the rights and obligations of EGB, including its assets and liabilities. The detailed terms of the merger were set out in the merger plan published by the Company on 11 October On 19 October 2017, the Polish Financial Supervision Authority approved Annex No. 16 to the Company s issue prospectus. Annex No. 16 was prepared in connection with the allocation by the Company of 250,000 offered Series PP5 bonds with a total nominal value of PLN 25.0 million maturing on 30 April ) Acquisition of shares in EGB Investments S.A. On 11 October 2017, an agreement was reached on the merger plan concerning the merger of the Company (the acquiring company) with EGB (the acquired company). In accordance with the merger plan, the merger was to take place by transfer of all EGB s assets to the Company as EGB s sole shareholder by way of universal succession in accordance with Art of the Code of Commercial Companies. As a result of the merger, EGB was dissolved without liquidation proceedings. Taking into account that all the shares in EGB s share capital were held by the Company, based on Art of the Code of Commercial Companies, the merger took place without increasing the share capital of the Company. Furthermore, based on Art read with Art of the Code of Commercial Companies, the merger plan was not subject to an audit by a statutory auditor appointed by the registry court and no statements were prepared by the management boards of the companies participating in the merger. As a result of the merger, in accordance with Art of the Code of Commercial Companies, on the day of the merger, the Company assumed all the rights and obligations of EGB, including its assets and liabilities. On 11 October 2017, acting on the basis of Art and of the Code of Commercial Companies, the Company issued its first notification informing its shareholders of the intended merger of the Company (the acquiring company) with EGB (the acquired company). 12

13 3) Debt portfolios On 2 October 2017, in connection with the progress of work on preparation of the consolidated statements of the GetBack Capital Group ( Group ) for Q3 2017, the Company submitted the following information on the following figures: a. the expenditure on acquisition of the debt portfolios purchased by the Company on behalf of its own funds and third-party securitisation funds whose debt portfolios are managed by the Company ( own and third-party funds ); b. the collections from the debt portfolios purchased and managed on behalf of own and third-party funds; c. the level of recoveries from the debt portfolios relative to the recovery plans assumed as at the date of debt portfolio acquisition**; d. the nominal value of the debt managed by the Company for own and third-party funds; e. aggregate expenditure on acquisition of the debt portfolios purchased by the Company on behalf of its own funds and third-party securitisation funds whose debt portfolios are managed by the Company***; f. aggregate collections from the debt portfolios purchased and managed on behalf of own and third-party funds****; g. the expected future collections projected to be received from own funds debt portfolios and third-party funds debt portfolios attributable to the Group ( ERC )*****; h. cost-to-collect defined as direct costs incurred by the Company in debt collection relative to the collections from the debt portfolios purchased and managed on behalf of own and third-party funds ( cost-to-collect )******. The data presented in these statements included the acquisition of EGB, taken over by the Group on 7 August Q a. Expenditure on acquisition of the debt portfolios purchased and managed by the Company on behalf of own and third-party funds Q3 2017: PLN million; Q3 2016: PLN million; change: 344.1% b. Collections from the debt portfolios purchased and managed by the Company on behalf of own and thirdparty funds Q3 2017: PLN million; Q3 2016: PLN million; change: 103.9% c. Actual recoveries from the debt portfolios purchased and managed by the Company on behalf of own and third-party funds relative to the original recovery plans assumed as at the date of debt portfolio acquisition Q3 2017: 119%; Q3 2016: 112%; change: 6.3% **Excluding OFWD NS FIZ and Debtor NS FIZ funds; d. Nominal value of the debt managed by the Company for own and third-party funds Q3 2017: PLN 28.0 billion; Q3 2016: PLN 17.7 billion; change: 58.2% e. Aggregate expenditure on acquisition of the debt portfolios purchased by the Company on behalf of its own funds and third-party securitisation funds whose debt portfolios are managed by the Company*** Q3 2017: PLN 4,020.6 million; Q3 2016: PLN 2,303.5 million; change: 74.5% f. Aggregate collections from the debt portfolios purchased and managed on behalf of own and third-party funds**** Q3 2017: PLN 2,095.2 million; Q3 2016: PLN million; change: 106.8% g. Expected future collections projected to be received from own funds debt portfolios and third-party funds debt portfolios attributable to the Group ( ERC )***** Q3 2017: PLN 5,489.6 million; Q3 2016: 3,689.3 million; change: 48.8% Three quarters of 2017: aggregate values a. Expenditure on acquisition of the debt portfolios purchased and managed by the Company on behalf of own and third-party funds Q3 2017: PLN 1,582.8 million; Q3 2016: PLN million; change: 103.6% b. Collections from the debt portfolios purchased and managed by the Company on behalf of own and thirdparty funds Q3 2017: PLN million; Q3 2016: PLN million; change: 74.3% c. Actual recoveries from the debt portfolios purchased and managed by the Company on behalf of own and third-party funds relative to the original recovery plans assumed as at the date of debt portfolio acquisition Q3 2017: 119%; Q3 2016: 112%; change: 6.3% **Excluding OFWD NS FIZ and Debtor NS FIZ funds d. Nominal value of the debt managed by the Company for own and third-party funds Q3 2017: PLN 28.0 billion; Q3 2016: PLN 17.7 billion; change: 58.2% e. Aggregate expenditure on acquisition of the debt portfolios purchased by the Company on behalf of its own funds and third-party securitisation funds whose debt portfolios are managed by the Company*** Q3 2017: PLN 4,020.6 million; Q3 2016: PLN 2,303.5 million; change: 74.5% 13