Current Report No. 29/2018 Offer to purchase shares of Amica SA. Legal basis: Article 17 paragraph 1 of the Market Abuse Regulation

Transcription

1 Current Report No. 29/2018 Title: Offer to purchase shares of Amica SA Legal basis: Article 17 paragraph 1 of the Market Abuse Regulation The Management Board of Amica SA with its registered office in Wronki (the Company ) announces the today s publication of the offer to purchase dematerialized ordinary bearer shares of the Company, designated by the National Securities Deposit with the code PLAMICA00010 ( Offer ), whereby: 1) the subject of the Offer is no more than 250,000 shares of the Company; 2) the offered purchase price per one share of the Company is PLN (in words: one hundred and twenty zlotys and PLN 00/100); 3) acceptance of offers to sell shares submitted by the Company's shareholders will commence on 02 August 2018 (from 9:00 am Warsaw time) and end on 08 August 2018 (until 5:00 pm Warsaw time, subject to the opening hours of the Brokerage Offices of the Intermediary Entity accepting subscriptions); 4) all transactions will be settled on 13 August 2018; 5) the intermediary entity for the completion and settlement of the Offer is mbank SA with its registered office in Warsaw, which provides brokerage services through a separate organizational unit operating under the name of Dom Maklerski mbanku. The offer was published in connection with the acquisition of the Company's Shares on the terms specified in Resolution No. 25/2018 of the Annual General Meeting of the Company of 28 June 2018 on the consent to the repurchase of own shares by Amica Spółka Akcyjna and the adoption of the Share Repurchase Program and in the resolutions of the Management Board of the Company: (i) of 26 July 2018 on the implementation of the Share Repurchase Program in through over-the-counter transactions and through block trades and of 01 August 2018 on the price per share of the Company proposed in the Offer to purchase dematerialized ordinary bearer shares, designated by National Securities Deposit with the ISIN code: PLAMICA The full text of the Offer is attached to this report (below). Legal disclaimers: This offer is not a public call to subscribe for sale or exchange of shares as defined in the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies (consolidated text: Journal of Laws 2018, Item 512, as amended). In particular, neither Articles 77 and 79 of the aforesaid Act, nor the provisions of the Regulation of the Minister of Finance of 14 September 2017 on 1 Page

2 the templates of calls to subscribe for sale or exchange of shares in a public company, the detailed procedure for publication thereof and the conditions for acquiring shares as a result of these calls (Journal of Laws of 2017, item 1748) ( Regulation on Calls ) shall apply. This Offer is neither an offer to purchase nor solicitation to sell any securities in any jurisdiction, where submitting any such offer or soliciting the sale of securities would be unlawful or would require any permits, notifications or registration. Furthermore, this Offer is not an offer as defined in the Act of 23 April 1964 Civil Code (Journal of Laws of 2018, Item 1025). This Offer did not require approval and was not approved by the Polish Financial Supervision Authority or any other body whatsoever. ***** Annex to the Current Report No. 29/2018 of 01 August 2018 Offer to Purchase Shares of Amica SA OFFER TO PURCHASE SHARES OF AMICA SPÓŁKA AKCYJNA with its registered office in Wronki The date of this Offer is 01 August Under this share purchase offer ( Offer ), Amica SA with its registered office in Wronki, ul. Mickiewicza 52, Wronki, entered in the Register of Entrepreneurs of the National Court Register, whose registration files are kept by the District Court for Poznań - Nowe Miasto and Wilda in Poznań, 9th Commercial Division of the National Court Register under the number: , Taxpayer ID: , REGON: , with the share capital of PLN 15,550,546.00, paid in full (the Company ), offers to purchase Company's shares held by Company's shareholders, being dematerialized ordinary bearer shares, designated by the National Securities Deposit with the ISIN code: PLAMICA00010 ( Shares, Treasury Shares, Own Shares ), in quantity of not more than 250,000 (two hundred fifty thousand) Shares, accounting for up to 2.38% of the total number of votes at the General Meeting of the Company ( GM ). The offered purchase price per share of the Company is PLN (in words: one hundred and twenty zlotys and PLN 00/100) ( Purchase Price ); The intermediary entity for the completion and settlement of the Offer is: mbank S.A. with registered office in Warsaw, ul. Senatorska 18 which provides brokerage services through a separate organizational unit operating under the name of Dom Maklerski mbanku address for correspondence: ul. Wspólna 47/49, Warsaw 2 Page

3 telephone: (22) , fax (22) ( Intermediary Entity, Dom Maklerski mbanku ) The offer is not a public call to subscribe for sale or exchange of shares as defined in the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies (consolidated text: Journal of Laws 2018, Item 512, as amended) ( Act ). In particular, neither Articles 77 and 79 of the aforesaid Act, nor the provisions of the Regulation of the Minister of Finance of 14 September 2017 on the templates of calls to subscribe for sale or exchange of shares in a public company, the detailed procedure for publication thereof and the conditions for acquiring shares as a result of these calls (Journal of Laws of 2017, item 1748) ( Regulation on Calls ) shall apply. This Offer is neither an offer to purchase nor solicitation to sell any securities in any jurisdiction, where submitting any such offer or soliciting the sale of securities would be unlawful or would require any permits, notifications or registration. Furthermore, this Offer is not an offer as defined in the Act of 23 April 1964 Civil Code (Journal of Laws No. 16, Item 93 as amended). This Offer did not require approval and was not approved by the Polish Financial Supervision Authority or any other body whatsoever. The Company announced the repurchase of own shares through this Offer, bearing in mind the public status of the Company and in order to ensure equal treatment of the Shareholders. The Offer was published in connection with the acquisition of the Company's Shares on the terms specified in Resolution No. 25/2018 of the Annual General Meeting of the Company of 28 June 2018 on the consent to the repurchase of own shares by Amica Spółka Akcyjna and the adoption of the Share Repurchase Program ( Resolution ) and in the Resolution of the Management Board of the Company of 26 July The Company's shareholders should not treat this Offer as investment, legal or tax advice. With regard to issues related to the Offer, the Company's Shareholders should seek advice of professional investment, legal and tax advisors. The text of this Offer was published by the Company on the date of its announcement in the form of a current report on the Company's website ( ). Any additional information about the procedure for accepting Sale Offers in response to this Offer can be obtained at the Brokerage Offices of Dom Maklerski mbanku ( Brokerage Office ) in person or by phone or at Dom Maklerski mbanku at (22) or (22) Definitions and abbreviations used in the Offer Shares Shares covered by the Dematerialized ordinary bearer shares of Amica SA, designated by the National Securities Deposit with the ISIN code PLAMICA00010 Shares in the quantity of not more than 250,000 (two hundred and fifty 3 Page

4 Offer, Purchased thousand) Shares, Acquired Shares Shareholder Each shareholder of the Company Custodian Bank The bank keeping securities accounts, as defined in Article 119 of the Act on Trading in Financial Instruments of 29 July 2005 Purchase Price Purchase Price of shares acquired by the Purchaser under the Offer, amounting to PLN (in words: one hundred and twenty zlotys and PLN 00/100) per Share; WSE Warsaw Stock Exchange Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna KDPW National Securities Deposit Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna CCC Commercial Companies Code of 15 September 2000 (Journal of Laws of No. 2017, Item 1577, as amended); KNF The Polish Financial Supervision Authority Komisja Nadzoru Finansowego Purchaser Company Non-residents Persons, entities, organizational units referred to in Article 2 (1) Clause 2 of the Foreign Exchange Law Sale Offer, Offer to Sell The Offer to Sell Shares submitted by the Shareholders in response to the Shares Offer Offer, Purchase Offer This Offer addressed to all Shareholders Intermediary Entity mbank SA with its registered office in Warsaw, ul. Senatorska 18, which provides brokerage services through a separate organizational unit operating under the name of Dom Maklerski mbanku. Brokerage Office Customer Service of the Intermediary Entity Residents Persons, entities and organizational units, as defined in the Foreign Exchange Act Regulation on Calls Regulation of the Minister of Finance of 14 September 2017 on the templates of calls to subscribe for sale or exchange of shares in a public company, the detailed procedure for publication thereof and the conditions for acquiring shares as a result of these calls (Journal of Laws of 2017, item 1748) Company, Amica, Amica Spółka Akcyjna with its registered office in Wronki, ul. Mickiewicza Amica SA, Issuer 52, Wronki Resolution Resolution No. 25/2018 of the Annual General Meeting of the Company of 28 June 2018 on the consent to the repurchase of own shares by Amica Spółka Akcyjna and the adoption of the Share Repurchase Program Act Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies (consolidated text: Journal of Laws 2018, Item 512, as amended). Foreign Exchange Law Foreign Exchange Law Act of 27 July 2002 (Journal of Laws No. 141, Item 1178, as amended) General Meeting, General Meeting of the Company s Shareholders General Meeting of Shareholders, GM 4 Page

5 Management Board The Management Board of Amica SA 2. Purchase Offer Schedule Offer publication 01 August 2018 Beginning of accepting Sale Offers 02 August 2018 End of accepting Sale Offers 08 August 2018 Expected date of transferring the ownership of the Shares 13 August 2018 Purchased through the over-the-counter transactions and the settlement of the purchase transactions through the National Securities Deposit The Company reserves the right to cancel or withdraw from the Offer, both before and after the acceptance of Sale Offers as well as to reschedule any outstanding deadlines, prior to the date of transferring the ownership of the Purchased Shares. In the event of cancellation of or withdrawal from the Offer, or rescheduling any outstanding deadlines specified in the Offer, relevant information will be made public in the form of a current report and published on the Amica website ( ). In the event of cancellation of or withdrawal from the Offer, or rescheduling any outstanding deadlines specified in the Offer, the Company shall not be responsible for reimbursement of the costs incurred by Shareholders, their proxies or legal representatives in connection with submission of the Sale Offer or other actions necessary to submit the Sale Offers, or for payment of any compensation. 3. Entities authorized to sell Shares under the Purchase Offer The entities authorized to submit Sale Offers under the Offer include natural persons, legal entities and unincorporated organizations, on whose securities accounts or for whom on the securities accounts (omnibus securities accounts), the Company s shares are recorded at the time of accepting the Sale Offers. The shares offered in the Sale Offers must be free of encumbrances. 4. Procedure for submitting Offers to Sell Shares Entities authorized to sell Shares under the Offer may submit the Offers to Sell Shares: 1) in the Intermediate Body's Brokerage Offices listed in Annex No. 1 to the Offer, during the term of the Offer, on business days from Monday to Friday, during business hours of Brokerage Offices. The entity authorized to sell Shares under the Offer, intending to submit a Sale Offer, should perform the following actions at the Brokerage Offices listed in Annex 1 to this Offer, during the period for acceptance of Sale Offers (i.e. from 02 August 2018 to 08 August 2018): 5 Page

6 a) submit to the Brokerage Office, three copies of the Sale Offer form, the template of which is attached as Annex 2 to this Offer, one for each of: the Shareholder submitting the Sale Offer, Amica and the Intermediary Entity; b) submit to the Brokerage Office, the original share certificate issued by the entity maintaining the Shareholder's securities account confirming: (i). the lock-up of the Company's shares until the Offer settlement date, inclusive (it is expected that the settlement will take place on 13 August 2018 ) and (ii). issuing an irrevocable order to issue a settlement instruction to the Company, specifying the number of the Company's shares and the price of PLN (in words: one hundred and twenty zlotys and PLN 00/100) per share, in accordance with the terms of the Offer. Based on the settlement instructions, the Company's shares will be transferred between the Shareholder and the Purchaser. 2) by correspondence, by sending the Sale Offer (after prior telephone notification to the Brokerage Office of such an intention at the telephone number or ). The entity authorized to sell the Shares under the Offer, intending to submit a Sale Offer by correspondence, should take the following actions: a) obtain from the entity maintaining the Shareholder's securities account the original share certificate confirming: (i). the lock-up of the Company's shares until the Offer settlement date, inclusive (it is expected that the settlement will take place on 13 August 2018 ) and (ii). issuing an irrevocable order to issue a settlement instruction to the Company, specifying the number of the Company's shares and the price of PLN (in words: one hundred and twenty zlotys and PLN 00/100) per share, in accordance with the terms of the Offer. Based on the settlement instructions, the Company's shares will be transferred between the Shareholder and the Purchaser. b) complete the Sale Offer form, a template of which is attached as Annex 2 to this Offer, sign the completed form and have the signature on the form certified by the employee of the brokerage office or the Custodian Bank maintaining the securities account of the person submitting the Sale Offer or have the signature certified by a notary. c) send the Sale Offer and the original share certificate in accordance with the rules set out below. A Sale Offer may be submitted by mail by sending a completed and signed Sale Offer form and the original share certificate and a power of proxy to submit the Sale Offer (if the Sale Offer is submitted through a proxy) by registered mail with return receipt requested or by a courier mail, to the mailing address of the Department of Capital Markets of Dom Maklerski mbanku i.e. mbank S.A. Dom Maklerski mbanku Department of Capital Markets ul. Senatorska Warsaw obligatory with a note on the envelope Offer to Sell Shares of Amica SA Where a Sale Offer is submitted by mail, only Sale Offers submitted in accordance with the templates provided by Dom Maklerski mbanku, with signatures certified in accordance with the aforesaid procedure, which are received by Dom Maklerski mbanku 6 Page

7 during the period for acceptance of Sale Offers (i.e. from 2 August 2018 to 8 August 2018, by 5:00 p.m., subject to the business hours of the Brokerage Offices of the intermediary entity accepting subscriptions) shall be considered to have been duly submitted. The Company and the Intermediary Entity shall not be liable for failure to proceed with the Sale Offers received by the Intermediary Entity before or after the period for submission of Sale Offers as well as the Sale Offers that have been submitted in incorrect or illegible manner. In addition, the Shareholder submitting the Sale Offer should present: 1. identity card or passport (natural person), 2. excerpt from the register relevant for the Shareholder (Residents who are not natural persons), 3. excerpt from the register relevant for the registered office of the Shareholder or another official document containing basic data on the Shareholder, which shows its legal status, manner of representation as well as names and surnames of persons authorized to represent the Shareholder (Non-residents who are not natural persons). Unless the provisions of law or international agreements to which the Republic of Poland is a party provide otherwise, the aforesaid excerpt should contain an Apostille or be authenticated by a Polish diplomatic or consular office and then translated by a sworn translator into Polish. Where a Sale Offer is submitted through a proxy, the Shareholder should read the provisions of Section 5 below, concerning acting through a proxy. In order to standardize the documents necessary to submit a Sale Offer, a set of forms will be available at each Brokerage Office listed in Annex 1 to this Offer, and will be sent to the entities maintaining securities accounts - WSE members. Each of the Sale Offers submitted by the Shareholder should refer to the number of the Company's shares indicated on the share certificate attached to the Sale Offer. If the number of the Company's shares indicated in the Sale Offer is not fully covered by the attached share certificate, such a Sale Offer will be considered invalid. In the event where the number of Company's shares indicated in the Sale Offer is smaller than the number of the Company's shares indicated in the share certificate, such Sale Offer will be accepted, provided that such a Sale Offer will be proceeded with only up to the number of the Company's shares indicated in the said Sale Offer. Shareholders may submit any number of Sale Offers during the period for accepting Sale Offers. Submission of the Sale Offer must be unconditional and irrevocable, cannot contain any reservations and shall be binding upon the person submitting the Sale Offer until the settlement of the Offer (it is expected that the settlement will take place on 13 August 2018) or until cancellation of or withdrawal from the Offer by the Company. Any consequences, including invalidity of the Sale Offer, resulting from improper or incomplete fulfilment of the Sale Offer or a share certificate shall be borne by the Shareholder. 5. Acting through a proxy When submitting Sale Offers, entities authorized to sell the Company's shares under the Offer, 7 Page

8 referred to in Section 3 of the Offer, may act through a duly authorized representative. A person acting as a proxy shall present to the employee accepting the Sale Offer at a Brokerage Office or attach to the Sale Offer submitted by mail, a power of proxy in accordance with the requirements set out herein. The power of proxy should be made in writing, with the signature certified by an employee of the Intermediary Entity, employee of the entity that issued the share certificate or a notary. It can also be made in the form of a notarial deed. Power of proxy granted abroad should contain an Apostille or be authenticated by a Polish diplomatic or consular office and translated by a sworn translator into Polish. The power of proxy should contain the following data regarding the proxy and the principal: 1. for natural persons (Residents or Non-Residents): (i) name, surname, (ii) address, (iii) identity card number and PESEL number, or passport number, and (iv) in the case of a non-resident, citizenship, 2. Residents who are not natural persons: (i) company name, registered office and address, (ii) the registration court's name, (iii) the National Court Register number, and (iv) the REGON number, 3. Non-residents who are not natural persons: (i) the name, address, and (ii) a reference to the relevant register or other official document, and (iii) the number of the relevant register or other official document. In addition, the power of proxy should specify the scope of authorization. In addition to the power of proxy, a person acting as a proxy is required to submit the following documents: 1. identity card or passport (natural person), 2. excerpt from the register relevant for the proxy (Residents who are not natural persons), 3. excerpt from the register relevant for the registered office of the proxy or another official document containing basic data on the proxy, which shows its legal status, manner of representation as well as names and surnames of persons authorized to represent the Shareholder (Non-residents who are not natural persons). Unless the provisions of law or international agreements to which the Republic of Poland is a party provide otherwise, the aforesaid excerpt should contain an Apostille or be authenticated by a Polish diplomatic or consular office and then translated by a sworn translator into Polish. 4. excerpt from the register relevant for the Shareholder (Residents who are not natural persons), 5. excerpt from the register relevant for the registered office of the Shareholder or another official document containing basic data on the Shareholder, which shows its legal status, manner of representation as well as names and surnames of persons authorized to represent the Shareholder (Non-residents who are not natural persons). Unless the provisions of law or international agreements to which the Republic of Poland is a party provide otherwise, the aforesaid excerpt should contain an Apostille or be authenticated by a Polish diplomatic or consular office and then translated by a sworn translator into Polish. The Custodian Bank acting on behalf of its clients shall attach to the relevant Sale Offer form a declaration, the template of which is attached as Annex 3 to this Offer. 8 Page

9 One person acting as a proxy may represent any number of Shareholders. An excerpt from the relevant register or other official document containing basic data about the proxy and the Shareholder, which shows their legal status, manner of representation as well as the names of the persons authorized for representation and the power of proxy (or copies thereof) shall remain with the Intermediary Entity. 6. Purchasing Shares from Shareholders The Company will purchase Shares in the total number of not more than 250,000 Shares held by Shareholders who, during the period for acceptance of Sale Offers, submit their Sale Offers. If the total number of the Company's shares included in all the Sale Offers submitted during the period for acceptance of Sale Offers is higher than 250,000 (two hundred and fifty thousand), the Company shall proportionally reduce the number of shares included tin the Sale Offers. Determining the final number of shares purchased from individual Shareholders will consist in multiplying the number of shares included in the Sale Offer submitted by a given Shareholder by the allocation rate (resulting from dividing the number of 250,000 by the total number of the Company shares included in all Sale Offers submitted during the period for acceptance of Sale Offers) and then rounding the product received in this way, down to the nearest whole number. The remaining shares i.e. left after the aforesaid rounding (i.e. shares representing the difference between 250,000 and the total number of shares included in the reduced and rounded Sale Offers) will be allocated to the shareholder who submitted the Sale Offer including the largest number of Shares, and in the event where the foregoing does not allow for the total allocation of shares on account of the fact that the highest Sale Offers were equal, then earlier date of between submitting the Sale Offer shall be decisive for those highest Sale Offers. Only those Offers to Sell Shares, which have been submitted in accordance with these Terms of Offer will be accepted. In particular, the Offers to Sell Shares with incorrectly completed or incomplete Sale Offer forms or the Offers to Sell Shares, to which no share certificates or incorrectly issued share certificates confirming the lock-up of Shares have been attached or to which no order instruction to issue a settlement instruction has been attached. Sale Offers submitted by mailed and received by Dom Maklerski mbanku before or after the period for acceptance of Sale Offers and the Sale Offers that are not legible, will not be accepted. Transfer of Shares between Shareholders who submit valid Sale Offers and the Company will take place outside of organized trading and settled via the deposit and settlement system of the National Securities Deposit. The intermediary entity for the settlement of the transactions is Dom Maklerski mbanku. 7. Payment of the Purchase Price All Purchased Shares will be paid for by the Company. The amount representing the product of the number of the Shares Purchased from individual Shareholders, included in the Offer, and the Purchase Price will be transferred in accordance with the regulations governing the 9 Page

10 deposit and settlement system of the National Securities Deposit. Shareholders intending to submit Offers to Sell Shares should contact the entities maintaining their securities accounts in order to determine the amount of fees and commissions. For the purposes of the Offer settlement, the Company has provided collateral in the amount not less than the product of the Purchase Price and the number of Shares included in the Offer, by blocking cash on the Company's investment account maintained by Dom Maklerski mbanku. 8. Information on processing of personal data I. Identification of the Controller Separate controllers of the Shareholders personal data obtained as part of the implementation of this Share Purchase Offer are: a) Amica SA with its registered office in Wronki, ul. Mickiewicza 52, Wronki, entered in the Register of Entrepreneurs of the National Court Register, maintained by the District Court Poznań Nowe Miasto i Wilda in Poznań, 9th Commercial Division of the National Court Register under the number: , Taxpayer ID: , REGON: (contact details for the GDPR purposes: address: Mickiewicza 52, Wronki, Natalia.Tarnowska@amica.com.pl); b) mbank S.A. with its registered office in Warsaw, ul. Senatorska 18, Warsaw, conducting brokerage activities through a separate organizational unit operating under the name of Dom Maklerski mbanku, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under the number: , Taxpayer ID: , REGON: , (contact details for the GDPR purposes: address: ul. Senatorska 18, Warszawa, Inspektorochronydanychosobowych@mbank.pl). II. Information on the processing of personal data by Amica SA with its registered office in Wronki 1. Purpose and legal basis for processing of personal data a) necessity to enter into and settle the share purchase transactions, concluded as a result of the Share Purchase Offer (Article 6 (1) point (b) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter the GDPR ); b) necessity to fulfil legal obligations incumbent on the Company (Article 6 (1) point (c) of the GDPR), including obligations resulting under the Code of Commercial Companies, c) necessity for the purposes of the legitimate interests pursued by the Company (Article 6 (1) point (f) of the GDPR, in particular related to dispute resolution as well as proceedings before public authorities and other proceedings, including for the purpose of seeking and defending claims, if applicable. 10 Page

11 Providing personal data by Shareholders is a condition for the implementation of the Share Sale Offer, results from the performance of obligations arising from the above-mentioned legal provisions or is necessary to achieve the objectives arising from the above legitimate interests of the Company. Failure to submit personal data may result in the inability to proceed with the Offer to Sell Shares. 2. Categories of personal data processed data indicated on the Sale Offer form 3. Information about the recipients of personal data of Shareholders a) entities participating in the processes necessary for the implementation of the Sale Offer, including the National Securities Deposit and entities maintaining securities accounts of the Shareholders; b) custodian of documents and partners providing technical services (e.g. development and maintenance of IT systems) and advisory services (e.g. legal). 4. Period for which the personal data of the Shareholders will be stored Personal data will be processed until the day of accepting Offers to Sell Shares in order to conclude and settle the purchase of Shares, and thereafter, for the period in which the Company will be obliged to store document pursuant to the relevant provisions as well as for the period resulting from the general limitation periods, in order to defend or seek claims. 5. Rights of Shareholders being the data subjects a) the right to access personal data, including the right to obtain copies of the data on the terms specified in Article 15 of the GDPR; b) the right to request the rectification (correction) of personal data - if the data is incorrect or incomplete on the terms specified in Article 16 of the GDPR; c) the right to request the erasure of personal data (the so-called right to be forgotten ) on the terms specified in Article 17 of the GDPR; d) the right to request the restriction of processing of personal data on the terms specified in Article 18 of the GDPR; e) the right to data portability on the terms specified in Article 20 of the GDPR; f) the right to object on the terms specified in Article 21 of the GDPR; g) the right to file a complaint to the supervisory authority (to the President of the Office for Personal Data Protection or to a body being its successor). 6. Source of obtaining personal data - mbank SA with its registered office in Warsaw III. Information on the processing of personal data by mbank SA Detailed information on the approach of mbank SA to the protection of personal data and the GDPR can be found at 1. Purpose and legal basis for processing of personal data 11 Page

12 1) in connection with the performance of obligations imposed by law on entities conducting brokerage activities (Article 6 (1) point (c) of the GDPR), including: a) related to the performance of obligations specified in the Act of 29 July 2005 on trading in financial instruments and the provisions laid down in this Act; b) related to the performance of reporting obligations in accordance with Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ( MIFIR ); 2) arising from legitimate interests pursued by mbank SA (Article 6 (1) point (f) of the GDPR), in particular for the purposes of: a) related to dispute resolution as well as proceedings before public authorities and other proceedings, including for the purpose of seeking and defending claims, if applicable, b) counteracting fraud and using mbank SA's activities for criminal purposes, including processing and sharing information about suspicion and detection of crime. Providing personal data by Shareholders is a condition for the implementation of the Share Sale Offer, results from the performance of obligations arising from the above-mentioned legal provisions or is necessary to achieve the objectives arising from the above legitimate interests of mbank S.A. 2. Information about the recipients of personal data of Shareholders a) entities participating in the processes necessary for the implementation of the Sale Offer, including the National Securities Deposit and entities maintaining securities accounts of the Shareholders; b) entities authorized to receive information representing business secret, as specified in the Act of 29 July 2005 on trading in financial instruments and indicated in other legal regulations; c) custodian of documents and partners providing technical services (e.g. development and maintenance of IT systems) and advisory services (e.g. legal). 3. Period for which the personal data of the Shareholders will be stored The personal data of the Shareholders will be processed for the period and to the extent required by law or for a period necessary for pursuing legitimate interests of mbank SA 4. Rights of Shareholders being the data subjects a) the right to access personal data, including the right to obtain copies of the data on the terms specified in Article 15 of the GDPR; b) the right to request the rectification (correction) of personal data - if the data is incorrect or incomplete on the terms specified in Article 16 of the GDPR; c) the right to request the erasure of personal data (the so-called right to be forgotten ) on the terms specified in Article 17 of the GDPR; d) the right to request the restriction of processing of personal data on the terms specified in Article 18 of the GDPR; e) the right to data portability on the terms specified in Article 20 of the GDPR; f) the right to object on the terms specified in Article 21 of the GDPR; g) right to lodge a complaint with the supervisory authority. 12 Page

13 5. Source of personal data In the event where the subscriptions are submitted through a proxy or a representative the source of the data are these persons, in particular, where the Offer is submitted on behalf of the Shareholder by a Custodian Bank F. Categories of personal data processed data indicated on the Sale Offer form ***** 13 Page

14 ANNEX 1 List of Brokerage Offices of Dom Maklerski mbanku List of Brokerage Offices of Dom Maklerski mbanku Item City Address Telephone Business hours 1 Białystok ul. Świętojańska15 (85) Mon-Fri 8:30-16:30 2 Bielsko-Biała Pl. Wolności 7 (33) Mon-Fri 8:30-16:30 3 Bydgoszcz ul. Grodzka 17 (52) Mon-Fri 8:30-16:30 4 Gdańsk ul. Jana z Kolna 11 (58) Mon-Fri 8:30-16:30 5 Gdynia ul. Śląska 47 (58) Mon-Fri 8:30-16:30 6 Katowice ul. Powstańców 43 (32) Mon-Fri 8:30-16:30 7 Kraków ul. Augustiańska 15 (12) Mon-Fri 09:00-17:00 8 Lublin ul. Krakowskie Przedmieście 6 (81) Mon-Fri 8:30-16:30 9 Łódź ul. Kilińskiego 74 (42) Mon-Fri 8:30-16:30 10 Poznań ul. Roosevelta 22 (61) Mon-Fri 8:30-17:00 11 Rzeszów ul. Sokoła 6 (17) Mon-Fri 8:30-16:30 12 Szczecin ul. Zbożowa 4 (91) Mon-Fri 8:30-16:30 13 Warsaw ul. Wspólna 47/49 (22) Mon-Fri 08:00-18:00 14 Wrocław pl. Jana Pawła II 8 (71) Mon-Fri 8:30-17:00 14 Page

15 ANNEX 2 Template of the Offer to Sell Shares OFFER TO SELL SHARES OF AMICA SA This document ( Offer to Sell Shares ), provided that it is properly completed, represents an irrevocable response to the Offer to Purchase Shares of Amica SA ( Offer ), ( Company ), announced by the Company on 1 August The data included in this document and the attached documents will be transferred to Amica SA in order to settle the transaction of purchasing the Shares. The entity accepting the Offer to Sell Shares is mbank S.A. Data of the person submitting the Offer to Sell Shares Name and title / Company: Address of residence / Registered office: Telephone: Street, house number, flat number: Postal code: City: Address for correspondence (if different from the above): Street, house number, flat number: Postal code: City: PESEL (personal number) / KRS (court reg. no.): Identity document series and number / REGON: (for non-residents, the number and type of the identity document or the number in the relevant foreign register) LEI (Legal Entity Identifier) for persons other than natural persons: Legal form: [ ] natural person; [ ] legal entity; [ ] unincorporated organization Resident status: [ ] resident; [ ] non-resident Persons authorized to represent a legal entity (name and surname): Numbers and series of the identity documents of persons representing the legal person: Address of residence, PESEL or date of birth of persons representing the legal entity: Details of the Shareholder's securities account Securities account number: Name of the entity maintaining the securities account: 15 Page

16 Type of Shares Offered for Sale: dematerialized ordinary bearer shares of Amica SA, ISIN code: PLAMICA00010 The number of shares offered for sale, locked up by the entity maintaining the Shareholder's securities account: in words: Price per Share: PLN I, under signed, declare that: 1. I have read the contents of the Offer, in particular, the terms for acquiring the Company's Shares from Shareholders, the principles of reduction and the information on processing of personal data and I accept these terms, 2. Shares offered for sale are neither pledged nor encumbered with any other third party rights, 3. attached please find the share certificate issued by the entity maintaining the securities account confirming the lock-up of the Shares and issuing of an irrevocable order for issuing the settlement instructions for the entity maintaining the securities account in accordance with the terms of the Offer; 4. I have been informed about the processing of my personal data by mbank SA with its registered office in Warsaw for the purpose of performing all activities related to the implementation of the Offer as well as the right to access and rectify my data, I provide the same voluntary, and I agree to transfer my data included in this Offer to Amica SA. I confirm the correctness of the data contained in this Offer to Sell Shares. Signature of person submitting the Offer to Sell Shares Signature and stamp of the employee of the entity maintaining the securities account of the person submitting the Offer to Sell Shares, confirming the authenticity of this person's signature (where the Offer to Sell Shares is submitted by mail) Date, signature and stamp of mbank SA employee accepting the Offer to Sell Shares 16 Page

17 (place and date) ANNEX 3 Custodian Bank Declaration Template CUSTODIAN BANK DECLARATION We, the undersigned, acting on behalf of:... (custodian bank name) with its registered office at.... hereinafter referred to as the Custodian Bank, acting as a custodian bank:.. (customer name) with its registered office at.. (hereinafter referred to as the Customer ), in connection with the share purchase offer announced by Amica SA (hereinafter referred to as the Company ) on 1 August 2018 (hereinafter referred to as the Offer ), whereby Amica SA offers to purchase the Shares of Amica SA, hereby declare that: 1. The Custodian Bank is duly authorized to act on behalf of and for the benefit of the Customer. 2. The Custodian Bank obtained instructions from the Customer regarding the Shares being the subject of the Offer and held on the Client's securities account maintained by the Custodian Bank, to submit documents related to the Offer to Sell Shares in response to the Offer, in particular: to lock up the Shares, to submit the Offer to Sell Shares, to issue and submit the share certificate, to issue a settlement instruction for the Custodian Bank in accordance with the terms and conditions specified in the Offer, for the price of PLN per share, to collect of a copy of the Offer to Sell Shares submitted at Dom Maklerski mbanku. 3. The instructions referred to above have been issued by a person duly authorized to represent the Customer. 4. The Custodian Bank is liable for any and all damages arising in connection with the submission of the Offer to Sell Shares on behalf of the Customer, in connection with, among other things, incorrect identification of the Customer by the Custodian Bank, lack of authorization of the person submitting the instructions referred to above, or lack of authorization of the Custodian Bank to act on behalf of Customer. 5. The Custodian Bank undertakes to issue an appropriate settlement instruction, as a result of which the Shares of Amica SA covered by the Offers to Sell Shares submitted on behalf of the Clients, will be recorded at the National Securities Deposit on the account of Dom Maklerski mbanku, which maintains the securities account for the Company, on the date of settlement of the transactions concluded, based on the summary of the accepted Offers to Sell Shares, sent by Dom Maklerski mbanku, specifying the terms and conditions of the settlement. At the same time, we declare that the Custodian Bank authorizes the following employee to act on behalf of the Custodian Bank within the scope specified in Clause 2 of this declaration:. (name and surname, address of residence, identity card number, PESEL number) For the Custodian Bank:. Signature, name and surname, title Signature, name and surname, title 17 Page