TENDER OFFER FOR THE SALE OF SHARES IN GRIFFIN PREMIUM RE.. N.V.

Transcription

1 Please note that this is a non-binding English convenience translation of a tender offer document that was made public in Polish language. In case of any discrepancies between English and Polish versions, Polish version shall prevail. Notice to U.S. Holders: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Shares may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer document and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported tender of Shares in a Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Shares made by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Shares participating in a Tender Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such Tender Offer from the United States or it is acting on a nondiscretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such Tender Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. TENDER OFFER FOR THE SALE OF SHARES IN GRIFFIN PREMIUM RE.. N.V. This public tender offer for the sale of shares in Griffin Premium RE.. N.V. (the Tender Offer ) is made pursuant to Article 90a section 1 point 1 of the Act on Public Offerings dated 29 July 2005 (the "Act on Public Offerings") and the Regulation of the Minister of Development and Finance dated 14 September 2017 on Specimens of Invitations to Subscribe for Sale or Exchange of Shares of a Public Company, the Detailed Manner of Announcing Them and the Terms and Conditions of Acquiring Shares as a Result of Such Invitations (the "Regulation"). The Tender Offer involves an offer for all issued and outstanding shares in the capital of the Company (as defined below). If upon completion of the Tender Offer and the acquisition therein of the Shares (as defined below) the Offeror (as defined below) holds more than 50% of the voting rights in the Company (as defined below) the Tender Offer will not trigger the obligation to make a mandatory offer under the applicable Dutch regulations. 1. Details of the shares subject to the tender offer, the share type and the name of the issuer, as well as the number of the votes at the general shareholders meeting represented by one share of a given type The tender offer is made in respect of all, i.e. one hundred fifty-six million one hundred thirty-three thousand one hundred seventy-nine (156,133,179) ordinary registered, book entry form shares ("Shares") in Griffin Premium RE.. N.V. with its registered office in Amsterdam, the Netherlands, at

2 Claude Debussylaan 15, 1082MC, Amsterdam, the Netherlands, registered with the trade Register of the Dutch Chamber of Commerce under number (the "Company"), each share having a nominal value of one euro (EUR 1.00). Each Share entitles to one (1) vote at the shareholders general meeting of the Company (the General Meeting ). All the Shares in the Company have been admitted to trading and are listed on the main market of the Warsaw Stock Exchange (the WSE ), and are registered with the Central Securities Depository of Poland (the CSDP ) under ISIN code NL Full name (business name), domicile (registered office) and address of the person announcing the tender offer or address for service - in the event that the person announcing the tender offer is a natural person Corporate Name: Registered Office: Address: GLOBALWORTH ASSET MANAGERS S.R.L. (the "Offeror") Bucharest, Romania 201 Barbu Vacarescu Street 26/1-2, Bucharest, Romania 3. Full name (business name), domicile (registered office) and address of the purchaser of the shares or address for service - in the event that the purchaser is a natural person All the Shares being subject to the Tender Offer will be purchased by the Offeror. 4. Business name, registered office, address, telephone/fax numbers and the address of the entity acting as an intermediary for the purposes of the tender offer Corporate Name: Registered Office: Address: Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK (the "Broker") Wrocław, Poland Rynek 9/11, Wrocław Telephone: Fax: address: sekretariat.dm@bzwbk.pl 5. The percentage of the votes from shares subject to the tender offer and the corresponding number of the shares which the purchaser intends to acquire as a result of the tender offer with indication of the shares that are in book-entry form and corresponding number of votes from these shares The Tender Offer covers one hundred fifty-six million one hundred thirty-three thousand one hundred seventy-nine (156,133,179) Shares, corresponding to one hundred fifty-six million one hundred thirty-three thousand one hundred seventy-nine (156,133,179) votes at the General Meeting, i.e. 100% of the total number of the votes at such meeting. All the Shares subject to the Tender Offer are in book-entry form. Despite the Offeror s intention to acquire control over the Company (i.e. at least 50.01% of votes at the General Meeting), the Offeror also intends to maintain the listing of the Shares on the WSE with the satisfactory free float. In this respect, the Offeror entered into an investment agreement referred to in point 37.A (the Investment Agreement ), under which Griffin Netherlands II B.V. and GT Netherlands III B.V. (the Major Shareholders ) undertook to sell up to all their Shares in the Tender Offer as described in point 37.A. In addition, the Offeror entered into a lock-up agreement referred to in point 37.B (the Lock-up Agreement ), under which Griffin Investments sp. z o.o. undertook, among other things, and subject to certain exceptions, not to sell its Shares in the Tender Offer.

3 Consequently, the Offeror expects that the total number of Shares that will be acquired in the Tender Offer should not exceed one hundred six million fourteen thousand four hundred twentynine (106,014,429) Shares in the Tender Offer, corresponding to one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) votes at the General Meeting, i.e % of the total number of the votes at such meeting. 6. The minimum number of the shares subject to a subscription order which, when reached, triggers an obligation of the purchaser to effect the purchase. Provide the corresponding number of the votes, if such number has been specified The Offeror covenants to purchase the Shares on condition that, in the course of the Tender Offer, at least seventy-eight million eighty-two thousand two hundred three (78,082,203) Shares, corresponding to seventy-eight million eighty-two thousand two hundred three (78,082,203) votes at the General Meeting, i.e % of the total number of the votes at the General Meeting will be tendered. 7. The total percentage of the votes from shares which the purchaser intends to achieve as a result of the tender offer and the corresponding number of the shares The Tender Offer covers 100% of the total number of votes at the General Meeting which constitute 100% of the Company share capital, i.e. one hundred fifty-six million one hundred thirty-three thousand one hundred seventy-nine (156,133,179) Shares. Subject to the conditions set out herein, the Offeror will acquire all Shares tendered in the Tender Offer. However, taking into account that the Offeror entered into the Lock-up Agreement and the Investment Agreement as well as the Offeror s intention to maintain the listing of the Shares on the main market of the WSE, it is expected that the Offeror will acquire not more than one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) Shares in the Tender Offer, corresponding to one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) votes at the General Meeting, i.e % of the total number of the votes at such meeting. 8. The proportions in which the shares will be purchased by each particular purchaser if there is more than one purchaser Not applicable. Only the Offeror intends to acquire the Shares in this Tender Offer. 9. The price at which the shares are to be purchased in the course of the tender offer determined separately for each class of shares granting identical voting rights if the shares being subject of the tender offer differ with respect to the voting rights assigned to them The Shares subject to the Tender Offer will be acquired at a price of five zloty and fifty groszy (5.50 PLN) per one Share (the Purchase Price ). All the Shares subject to the Tender Offer entitle to the same number of votes. 10. The statutory minimum price, as required under Article 79 of the Act on Public Offerings, determined separately for each class of shares granting identical voting rights if the shares being subject of the tender offer differ with respect to the voting rights assigned to them and the mechanism for calculating such price, which cannot be higher than the price specified in section 9 above The Purchase Price is not lower than the minimum price specified by the applicable laws and meets the criteria specified in Article 79 of the Act on Public Offerings.

4 The arithmetic mean of the weighted averages of the daily trading volumes of the Shares traded on the WSE s main market since the first day of listing of the Shares on the WSE, i.e. 13 April 2017 is PLN 5.07 per one Share. The Purchase Price is 8.48% higher than the average weighted market price since the first day of listing of the Shares on the WSE. The arithmetic mean of the weighted averages of the daily trading volumes of the Shares traded on the WSE s main market during 3 months directly preceding the Tender Offer announcement date is PLN 4.78 per one Share. The Purchase Price is 15.06% higher than the 3 months average weighted market price. None of the Offeror, its dominant entities or subsidiaries have purchased the Shares during the 12 (twelve) months directly preceding the Tender Offer announcement date. None of the Offeror, its dominant entities or subsidiaries have purchased the Shares in return for non-monetary performance during the 12 (twelve) months directly preceding the Tender Offer announcement date. The Offeror, its dominant entities or subsidiaries are not a party to acting in concert agreement with respect to the Shares referred to in Article 87 section 1 subsection 5 of the Act on Public Offerings. 11. The timetable of the tender offer, including the deadline for accepting subscription orders for the shares subject to the tender offer and conditions which need to be fulfilled to shorten or prolonged the period for accepting subscription orders (if any) Date of the announcement of the Tender Offer: 4 October 2017 Date of the beginning of the subscription acceptance period: Date of the end of the subscription acceptance period: 24 October November 2017 Planned date of the transaction on the WSE: 1 December 2017 Planned settlement date: 6 December 2017 The subscription acceptance period may be shorten, if before its end the aim of the tender offer has been achieved, i.e. all the Shares have been subscribed for sale in the course of the Tender Offer. The Offeror will give notice of the shortening of the subscription acceptance period, in accordance with 3 section 2 and 4 of the Regulation, not later than 7 days before end of the subscription acceptance period (as prolonged, if applicable). The subscription acceptance period may be prolonged (once or a number of times) to no more than 120 calendar days in total pursuant to 5 section 3 point 1 letter b) of the Regulation, if a condition specified in point 29 below has not been fulfilled during previously announced period for acceptance of the subscriptions. The Offeror will give notice of the prolongation of the subscription acceptance period, in accordance with 3 section 2 and 4 of the Regulation, not later than on the last day of the previously announced subscription acceptance period. 12. The name of the offeror s dominant entity The Offeror s ultimate dominant entity is Globalworth Real Estate Investments Limited ( GREIL ) incorporated in Guernsey with its registered office in Guernsey at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, with registered number GREIL is a company listed on the AIM of the London Stock Exchange. For more information on GREIL please go to The name of the purchaser s dominant entity The Offeror is the purchaser in this Tender Offer and the Offeror s ultimate dominant entity is the entity mentioned in point 12 above.

5 14. The percentage of the votes from shares and the corresponding number of the shares, which the offeror holds together with its dominant entity, subsidiaries and entities which are parties to the acting in concert agreement referred to in Article 87 section 1 subsection 5 of the Act on Public Offerings None of the Offeror, its dominant entities or subsidiaries holds any Shares of the Company. The Offeror is not and has not been a party to acting in concert agreement with respect to the Shares referred to in Article 87 section 1 subsection 5 of the Act on Public Offerings. 15. The total percentage of the votes from shares and the corresponding number of the shares, which the offeror, together with its dominant entity and subsidiaries, intends to achieve after the tender offer The Tender Offer is announced to purchase 100% of the total number of votes at the General Meeting which constitute 100% of the Company s share capital, i.e. one hundred fifty-six million one hundred thirty-three thousand one hundred seventy-nine (156,133,179) Shares. However, taking into account that the Offeror entered into the Lock-up Agreement and the Investment Agreement as well as the Offeror s intention to maintain the listing of the Shares on the main market of the WSE, it is expected that the Offeror will acquire not more than one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) Shares in the Tender Offer, corresponding to one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) votes at the General Meeting, i.e % of the total number of the votes at such meeting. 16. The percentage of the votes from shares and the corresponding number of the shares, which the purchaser holds together with its dominant entity, subsidiaries or entities which are parties to the acting in concert agreement referred to in Article 87 section 1 subsection 5 of the Act on Public Offerings As all the Shares being subject to the Tender Offer will be purchased by the Offeror (subject to the conditions herein), this issue has been described in point 14 above. 17. The total percentage of the votes from shares and the corresponding number of the shares, which the purchaser, together with its dominant entity and subsidiaries, intends to achieve after the tender offer As all the Shares being subject to the Tender Offer will be purchased by the Offeror (subject to the conditions herein), this issue has been described in point 15 above. 18. The type of relations between the offeror and the purchaser when they are separate entities, and between purchasers The Offeror and the purchaser is the same entity. There is only one offeror, being at the same the purchaser of the Shares subject to the Tender Offer. 19. The places where the subscription orders for the shares subject to the tender offer will be collected Subscriptions for the sale of Shares will be accepted at the branches of Bank Zachodni WBK S.A. (the Subscription Submission Points, SSP ), as provided in the list below: Lp. City Address Business hours 1. Białystok ul. Adama Mickiewicza Bielsko-Biała ul. Partyzantów

6 3. Bolesławiec ul. Bankowa Bydgoszcz ul. Modrzewiowa 15A Bytom ul. Dworcowa Częstochowa ul. Piłsudskiego Dąbrowa Górnicza ul. Jana III Sobieskiego Dzierżoniów ul. Mickiewicza Elbląg ul. Grunwaldzka Gdańsk ul. 3 Maja Gdynia ul. 10 Lutego Gliwice ul. Dolnych Wałów Głogów ul. Obrońców Pokoju Gniezno ul. Sienkiewicza Gorzów Wielkopolski ul. Kombatantów Inowrocław ul. Grodzka 5/ Jaworzno ul. Grunwaldzka Jelenia Góra pl. Niepodległości Jelenia Góra ul. Jasna Kalisz ul. Parczewskiego 9a Katowice ul. Katowicka Katowice ul. Wita Stwosza Kępno ul. Kościuszki Kielce ul. Wspólna Kłodzko ul. Kościuszki Kołobrzeg ul. Gierczak 44/ Konin ul. Energetyka 6a Kraków ul. Karmelicka Kraków Rynek Główny Krosno Odrzańskie ul. Poznańska Krotoszyn ul. Sienkiewicza 12a Legnica ul. Gwarna 4a Leszno ul. Słowiańska Lubin ul. Odrodzenia Lublin ul. Krakowskie Przedmieście Łomża ul. Dworna Łódź al. Piłsudskiego Nowa Sól ul. Moniuszki Nowy Sącz ul. Wolności Nowy Targ ul. Królowej Jadwigi

7 41. Nowy Tomyśl ul. Poznańska Olsztyn Al. Wojska Polskiego Opole ul. Ozimska Ostrów Wielkopolski Plac Bankowy Piła ul. Sikorskiego Płock ul. Kolegialna Polkowice Rynek 41 B Poznań ul. Jugosłowiańska Poznań ul. Powstańców Wlkp Poznań Plac Wolności Poznań Plac Andersa Rybnik ul. 3 Maja Słupsk pl. Dąbrowskiego Sosnowiec ul. Modrzejowska Szczecin ul. Matejki Świdnica pl lecia Państwa Polskiego Tarnów ul. Bitwy o Wał Pomorski Tarnów ul. I. Mościckiego Toruń ul. Krasińskiego Wałbrzych ul. Chrobrego Warszawa ul. Kasprowicza 119a Warszawa al. Jana Pawła II Warszawa ul. Marszałkowska Warszawa pl. Powstańców Warszawy Włocławek ul. Kościuszki Wrocław Rynek 9/ Wrocław Plac Kościuszki 7/ Września ul. Warszawska Zgorzelec ul. Wolności Zielona Góra ul. Bankowa Subscriptions for the Shares at the Subscription Submission Points will be accepted during the business hours of SSP, with the reservation that on the last day of the subscriptions acceptance period shall be accepted till 5:00 pm (CET). Investors, whose Shares are deposited at the custodian bank or at the asset management companies, will be allowed to submit subscription also at the following location: Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK, Equity Sales Support Department, Warsaw, Al. Jana Pawła II 17 (X floor) phone number: , between 9 am 5 pm (CET). On the last day of the subscription acceptance period subscriptions can be submitted at Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK, Equity Sales Support Department, Warsaw, Al. Jana Pawła II 17 (X floor) until 7 pm (CET).

8 Copies of the Tender Offer document and all necessary forms on which subscriptions are to be made, are available at the above locations. 20. The dates during the tender offer on which the purchaser will be purchasing shares from the entities which responded to the tender offer Until the end of the subscription acceptance period, the Offeror will not purchase the Shares from the shareholders who responded to the Tender Offer. The Shares offered for sale will only be purchased by the Offeror after the end of the subscription acceptance period. The Offeror will enter into Share purchase transactions not later than within three business days after the end of the subscription acceptance period, i.e. in case the subscription acceptance period is not prolonged, on 1 December 2017 at the latest. These transactions will be settled not later than on the third business day following their conclusion, i.e. in case the subscription acceptance period is not prolonged and the Share purchase transactions will take place on 1 December not later than on 6 December The timing and manner in which the purchaser will pay for the purchased shares in case of shares other than shares in book-entry form Not applicable, because all the Shares are in book-entry form. 22. Specification of class and value of securities that will be exchanged for the shares to be purchased and the method of calculation of their value if the tender offer provides for an exchange of the shares for other securities Not applicable. The Tender Offer does not provide for exchange of the Shares for other securities. 23. Exchange ratio or detailed method of determining such ratio - if the tender offer provides for an exchange of the shares for other securities Not applicable. The Tender Offer does not provide for exchange of the Shares for other securities. 24. Indication of the cases in which exchange ratio may be changed - if the tender offer provides for an exchange of the shares for other securities Not applicable. The Tender Offer does not provide for exchange of the Shares for other securities. 25. Procedure and manner of conducting an exchange - if the tender offer provides for an exchange of the shares for other securities Not applicable. The Tender Offer does not provide for exchange of the Shares for other securities. 26. A representation of the purchaser regarding the possibility of carrying out clearing settlement of exchange transactions - if the tender offer provides for an exchange of the shares for other securities Not applicable. The Tender Offer does not provide for exchange of the Shares for other securities. 27. State whether or not the offeror is a parent company or a subsidiary of the issuer of the shares subject to the tender offer. If yes, describe the type of the relationship The Offeror is neither a parent nor subsidiary of the Company. 28. State whether or not the purchaser is a parent company or a subsidiary of the issuer of the shares subject to the tender offer. If yes, describe the type of the relationship As the Offeror and the purchaser is the same entity, this issue has been described in point 27 above.

9 29. A representation of the purchaser of the shares regarding the fulfillment of all legal conditions for the purchase of the shares in the course of the tender offer, or on having received the required notification on the absence of reservations with respect to the purchase of the shares, or receiving required decision of the competent authority on granting the consent to the purchase of the shares or on receipt of the decision approving concentration of the entrepreneurs; or state that the tender offer has been announced subject to the fulfillment of certain legal conditions or subject to the receipt of the required decisions or notifications and indication of the deadline within which, as to the best knowledge of the Offeror, such legal conditions are to be fulfilled and such notifications on the absence of reservations or decisions granting the consent for the purchase of the shares or decisions approving concentration of the entrepreneurs are to be obtained, provided that such deadline may not be longer than the period within which subscription orders are to be collected in the course of the tender offer The Tender Offer is conditional upon the Offeror obtaining unconditional merger control approval from the President of the Office of Competition and Consumer Protection in Poland for the assumption of control over the Company or lapse of the statutory period in which such consent may be issued. The Offeror reserves a right to decide whether to acquire the Shares in the Tender Offer in accordance with Article 98 of the Polish Act on Protection of Competition and Consumers dated 16 February 2007 in spite of nonfulfillment in due time of the condition described in the preceding sentence. In the event that the merger control approval includes, or is issued subject to any conditions, remedies or obligations to be fulfilled by the Offeror or any of its affiliates or by the Company or its affiliates, the Offeror may unilaterally waive this condition precedent and purchase the Shares in the Tender Offer even if the merger control approval has been obtained subject to any conditions, remedies or obligations to be fulfilled by the Offeror or any of its affiliates or by the Company or its affiliates. Pursuant to 4 section 5 of the Regulation, the Offeror will announce to the public the fulfillment or non-fulfillment of the legal conditions for the Share purchase included in this Tender Offer. The initial deadline within which the competition authority competent should grant merger control approval for the purchase of the Shares is the last day of the subscription acceptance period, i.e. 28 November 2017 and such approval is expected by this date. This deadline can be prolonged to 20 February 2018, as described in point 11 above. 30. The conditions on which the tender offer is announced. State whether or not the offeror allows for the possibility to purchase shares in a tender offer despite the non-fulfillment of the required condition. Provide the deadline within which such condition is to be fulfilled, provided that such deadline may not be longer than the period within which subscription orders are to be collected in the course of the tender offer Conditions of the Shares purchase under this Tender Offer are indicated in point 6 and point 29 of this Tender Offer. Apart from the conditions indicated in point 6 and point 29 of this Tender Offer document, the Offeror will acquire the Shares in the Tender Offer under the following conditions: the General Meeting adopts resolutions on: a) in connection with a potential issuance to the Offeror or its affiliates of notes convertible into ordinary shares of the Company (thereby noting that there is no obligation for the Offeror or its affiliates to subscribe for such convertible notes), the authorization of the Company s Board of Directors as the competent body to increase the share capital of the Company, to issue ordinary shares of the Company and to grant rights to subscribe for

10 such shares, in each case, up to a maximum of 250 million shares, for a term of 30 months calculated as of the date of the General Meeting; b) authorization of the Company s Board of Directors as the competent body to restrict or exclude pre-emptive rights with respect to the shares issued within the authorization of the Board of Directors referred to in item (a) above; c) reappointment of two current executive directors of the Board of Directors of the Company (Ms. M. Turek and Mr. R. Pomorski) and seven non-executive directors of the Board of Directors of the Company (Mr P.T. Krych, Mr A. Segal, Mr M.M.L.J. van Campen, Mr T.M. de Witte, Mr N. Senman, Mr M.W. Dyjas and Ms C. Pendred) to the Board of Directors of the Company, as well as appointment of Mr I. Papalekas and Mr D. Raptis to the Board of Directors of the Company as non-executive directors, in each case subject to and conditional upon the occurrence of and effective as of the acquisition of at least 50.01% of all Shares representing at least 50.01% of the total votes at the General Meeting by the Offeror in the Tender Offer; and The Company enters into the organization agreement with GREIL. The Offeror reserves the right to purchase the Shares under the Tender Offer despite the nonfulfillment of one or more of the conditions described in this point 30, subject to the conditions described in point 6 and point 29. The Offeror reserves the right to purchase the Shares under the Tender Offer despite the non-fulfillment of the conditions described in point 6 and point 29 of this Tender Offer document, on the terms described in points 6 and 29 respectively. The conditions indicated in points 6, 29 and this point 30 of the Tender Offer document should be fulfilled till the last day of the subscriptions acceptance period, i.e. 28 November 2017, subject to the prolongation of the subscription acceptance period on the terms described in point 11 above. 31. Detailed intentions of the offeror with respect to the company whose shares are subject to the tender offer The Offeror acquires Shares in the Company as a long-term strategic investment. The actual number of Shares acquired by the Offeror will depend on the shareholders' response to the Tender Offer. However, taking into account that the Offeror entered into the Lock-up Agreement and the Investment Agreement as well as the Offeror s intention to maintain the listing of the Shares on the main market of the WSE, it is expected that the Offeror will acquire not more than one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) Shares in the Tender Offer, corresponding to one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) votes at the General Meeting, i.e % of the total number of the votes at such meeting. The Offeror intends to maintain the listing of the shares in the Company on the main market of the WSE, strengthen the Company s position on the Polish real property office market, support the Company s strategy and provide the Company with access to all the required means, including access to Globalworth s knowledge and skills of effective management of investment structures and an international network, to support the Company s continued development. 32. Detailed intentions of the purchaser with respect to the company whose shares are subject to the tender offer As the Offeror and the purchaser is the same entity, this issue has been described in point 31 above.

11 33. The possibilities to withdraw from the tender offer Pursuant to Article 77 section 3 of the Act on Public Offerings, withdrawal from the Tender Offer is only possible when another entity has announced another tender offer for all the Shares in the Company at a price not lower than the Purchase Price. However, under the Investment Agreement the Offeror waived its rights to withdraw from the Tender Offer in case of competitive tender offer. The waiver of the withdrawal right is without prejudice to the fact that the Tender Offer is conditional upon fulfillment or waiver of the conditions described in points 6, 29 and 30 above. 34. With respect to the Tender Offer referred to in Article 73 section 1 of the Act on Public Offerings, indicate one of the procedures specified in 6 section 1 of the Regulation which will govern the purchase of the shares Not applicable. 35. Indication of the manner of the acquisition of the shares in case when after the application of a proportional reduction, referred to in 6 section 1 and 2 of the Regulation, fractional parts of shares remain - in the case of the tender offer referred to in Art. 73 section 1 of the Act on Public Offerings Not applicable. 36. Detailed description of the established collateral referred to in Article 77 section 1 of the Act on Public Offerings, the type and value thereof; and a notice on the provision of a certificate on establishing the collateral to the Financial Supervisory Authority The collateral was established in the form of unconditional and irrevocable guarantee for the amount of 858,732, PLN. The amount of the established collateral is not less than 100% of the total value of all the Shares covered by this Tender Offer. The guarantee was issued by Bank Zachodni WBK S.A. A certificate confirming that the collateral has been established and has been filed with the Polish Financial Supervisory Authority on the date of the announcement of this Tender Offer. 37. Other information which the offeror considers to be material to the investors A. The Investment Agreement and obligation of the Major Shareholders of the Company to sell the Shares in the Tender Offer Under the Investment Agreement executed, inter alia, among the Offeror, the Company, the Major Shareholders, Griffin Topco II s. à r.l. and Griffin Topco III s. à r.l., the Major Shareholders holding together seventy-four million eight hundred twenty-three thousand six hundred sixty-one (74,823,661) Shares, corresponding to seventy-four million eight hundred twenty-three thousand six hundred sixty-one (74,823,661) votes at the General Meeting, i.e % of the total number of the votes at such meeting (the Major Shareholders Shares ) are obliged to place on the terms provided in the Investment Agreement the sale orders for up to all Major Shareholders Shares in the Tender Offer and sell these Shares and the Offeror is obliged, subject to the conditions precedent, to purchase the Major Shareholders Shares placed in the Tender Offer by the Major Shareholders. The number of Major Shareholders Shares eventually sold in the Tender Offer will be adjusted in order to enable the Offeror to buy in total not more than one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) Shares in the Tender Offer, corresponding to one hundred six million fourteen thousand four hundred twenty-nine (106,014,429) votes at the General Meeting, i.e % of the total number of the votes at such meeting. If the number of the Major Shareholders Shares to be subscribed in the Tender Offer is to be reduced by a number of Shares which represents 10% or more of the total number of Shares, the Major Shareholders may refrain from selling any Major Shareholders Shares in the Tender Offer.

12 The obligations of the parties to the Investment Agreement are also subject to certain conditions precedent including these presented in points 29 and 30 above, i.e. that the Offeror will (i) obtain unconditional merger control approval in Poland and (ii) the General Meeting adopts resolutions on the authorization of the Board of Directors of the Company to increase the share capital of the Company, issue of ordinary shares of the Company and grant rights to subscribe for such shares in connection with a potential issuance of notes convertible into ordinary shares of the Company to the Offeror or its affiliates, and on the restriction or exclusion of the pre-emptive rights with respect to such shares, and on conditional changes to the composition of the Company s Board, and (iii) the Company will enter into the organization agreement with the GREIL. The conditions precedent include also a requirement for the Offeror to purchase in the Tender Offer at least seventy-eight million eighty-two thousand two hundred three (78,082,203) Shares, corresponding to seventy-eight million eighty-two thousand two hundred three (78,082,203) votes at the general shareholders meeting of the Company, i.e % of the total number of the votes at such meeting. B. The Lock-up Agreement and obligation of Griffin Investments sp. z o.o. not to sell the Shares in the Tender Offer Under the Lock-up Agreement executed among the Offeror, Griffin Investments sp. z o.o., Mr Przemysław Krych, Mr Maciej Dyjas and Mr Nebil Senman, Griffin Investments sp. z o.o. holding 5,649,123 Shares representing approximately 3.62% of the total votes in the Company, undertook, among other things, (i) to, if so required by the Offeror, sell and transfer certain Shares held by Griffin Investments sp. z o.o. pursuant to subscriptions for sale under the Tender Offer so as to result in the Offeror acquiring pursuant to the Tender Offer not less than 78,082,203 Shares representing 50.01% of the Company s share capital, on the terms and conditions set out in the Lock-up Agreement and (ii) save for subscriptions for sale of a portion of the Shares in accordance with item (i) above, not to sell its shares in the Tender Offer. C. Tender-Offer-related General Meeting In accordance with the applicable Dutch regulations, this Tender Offer will need to be discussed by shareholders at the General Meeting to be convened by the Company. In accordance with the applicable Dutch and Polish regulations, the Board of the Company is required to publish the Board position statement regarding the Tender Offer; the Board position statement will be published not later than two business days prior to the commencement of the subscription acceptance period. D. Applicable law This Tender Offer document, including any future updates and change of information included in the Tender Offer, if any, which will be published in accordance with the prevailing regulations, is the sole legally binding document including information on the public Tender Offer for sale of Shares in the Company. The Tender Offer is addressed to all shareholders of the Company who hold Shares during the subscription acceptance period under this Tender Offer. This Tender Offer as well as acceptance thereof is subject to Polish law only. The Tender Offer is not applicable to persons whose acceptance of the Tender Offer requires issuance of an offer document, registration or other measures beyond the requirements following from Polish and Dutch legislation. This Tender Offer document may not be distributed in any country in which such distribution require measures other than those required pursuant to Polish or Dutch laws or in which they would conflict with regulations in such country. E. No encumbrances The Shares tendered must not be encumbered with any pledge or by any third party rights. F. Fees and commission

13 The Broker will not charge any fees or commission from the persons subscribing for the sale of the Shares or requesting an excerpt from the register. Please note that banks and brokerage houses in which the Shares held by the persons responding to the Tender Offer are recorded, may charge fees or commissions for taking actions in connection with the Tender Offer, in accordance with the standard rates applied by such bank or brokerage house. G. Disclosure of individual information The information concerning the individual subscription for the Shares will not be disclosed, except for the situations regulated by law. H. Procedure of Responding to the Tender Offer On the first day of the subscriptions acceptance period the Broker will open a register, in which, during the subscriptions acceptance period, subscriptions for the sale of the Shares will be recorded from persons responding to the Tender Offer. A person willing to subscribe for the sale of the Shares in response to this Tender Offer and to use the SSP referred to in point 19 above, should take the following actions: (a) submit to entity maintaining the securities accounts, on which it has deposited its Shares an instruction to block the said Shares until the date of the execution of the transaction under the Tender Offer (included), as well as submit an irrevocable instruction to sell these Shares to the Offeror with the validity date until the date of the execution of the transaction under the Tender Offer (included); (b) obtain a deposit certificate which should be valid until the date of the execution of the transaction under the Tender Offer (included); and (c) make a subscription for the sale of the Shares on the document forms provided by the Broker at the SSP s, mentioned in point 19 above, within their business hours, however on the last day of the subscriptions acceptance period not later than 5:00 pm (CET), and append thereto the original deposit certificate referred to in point (b) above. On the last day of the subscription acceptance period subscriptions can be submitted at Bank Zachodni WBK S.A. - Dom Maklerski BZ WBK, Equity Sales Support Department, Warsaw, Al. Jana Pawła II 17 (X floor) until 7 pm (CET). The subscription may be made only by the owner of the Shares, by its statutory representative or through the intermediary of an attorney-in-fact. Power of attorney should be executed in writing and authenticated by the entity that issued the deposit certificate or pursuant to a power of attorney drawn up in the form of a notary deed or notarized. Persons considering submitting subscription for the sale of the Shares should investigate the time required to complete all aforementioned actions. The subscriptions for the sale of the Shares which will be delivered to the Broker after the cut-off time specified above shall not be accepted. The Broker shall not assume any liability for not processing any subscriptions it has received after the close of the subscription acceptance period. By signing the subscription form, the person submitting a subscription makes an irrevocable declaration of will, accepts the terms set forth in the Tender Offer and consents to the processing of their personal data to the extent necessary to execute all the actions associated with the Tender Offer (the subscription form for the sale of the Shares under the Tender Offer contains the relevant statement). Before commencement of the subscriptions acceptance period, the forms of the documents referred to above shall be made available to all brokerage houses with seat in Poland, Polish branches of the foreign financial institutions, Polish branches of foreign credit institutions and to the banks with seat in Poland, all these institutions maintaining securities accounts and being members of the CSDP

14 (Krajowy Depozyt Papierów Wartościowych S.A.), and they shall be available during the term of the subscription acceptance period at the SSP, referred to in point 19 above. Under this Tender Offer, only those subscriptions will be accepted that conform to the forms of the documents distributed by the Broker. The Broker s clients having the Shares registered on the securities accounts with the Broker shall not present their deposit certificates when placing subscription orders for sale of the Shares. The Shares of such Broker s clients are blocked on the basis of block instruction in accordance with the foregoing procedure. The Broker will accept the subscriptions after verifying whether the person placing the subscription or the person on whose behalf the subscription has been made owns the Shares and whether such Shares have been blocked. In absence of a confirmation that the Shares are blocked or that a deposit certificate was issued, the Shares subscribed for and entered into the subscription register shall not be subject to the stock exchange transaction. The transactions shall only be effective with respect to the Shares, subscribed for in the manner that fulfils the above conditions. The text of this Tender Offer will also be available on the website of the Broker: All additional information on the procedure of placing orders in response to this Tender Offer can be obtained in person at the Subscription Submission Points listed in section 19 of this Tender Offer or by telephone from the Broker under the following numbers: (+48 61) , (+48 22) , (+48 61) , (+48 61) SIGNATURES OF PERSONS ACTING IN THE NAME OF THE OFFEROR By: Name: Jakub Celiński Position: proxy SIGNATURES OF PERSONS ACTING IN THE NAME OF THE BROKER By: Name: Piotr Wiła Position: proxy By: Name: Małgorzata Jachymek Position: proxy