N O T A R I A L -- D E E D

Transcription

1 Register of Notarial Deeds A, No.../2018 N O T A R I A L -- D E E D On this fifth day of February in the year two thousand eighteen (5th February 2018), I, Artur Stanisław Kozak, Notary Public with his Notary Office in Warsaw at Aleja Jana Pawła II 61, unit 4, arrived at the office building at ul. Rondo ONZ 1, Warsaw, Poland, to take minutes of a Bondholders Meeting held there in respect of Series VB bonds issued by the company under the name of GetBack Spółka Akcyjna of Wrocław (registered address: ul. Powstańców Śląskich 2-4, Wrocław, Poland, Industry Identification Number (REGON): , and Tax Identification Number (NIP): ), entered into 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 (the Company or Issuer ) MINUTES OF THE BONDHOLDERS MEETING The Company s Bondholders Meeting is opened by Mr Marek Patuła, who introduces himself as a member of the Issuer s management body pursuant to Art. 59 of the Bonds Act dated January 15th 2015 (the Act ). Mr Marek Patuła states that a Bondholders Meeting in respect of Series VB bonds issued by the company under the name of GetBack Spółka Akcyjna of Wrocław is being held today in Warsaw on the basis of the Management Board s resolution of March 9th (ninth) 2017 (two thousand seventeen) concerning the issue of Series VB bonds, with the following agenda: st Opening of the Bondholders Meeting nd Appointment of the Chairman of the Bondholders Meeting rd Preparation and signing of the attendance list th Confirmation that the Bondholders Meeting was properly convened th Confirmation that the Bondholders Meeting has the capacity to pass resolutions

2 6th Resolution to amend the Terms and Conditions of the Bonds, particularly with respect to the creation of additional bond security interests th Closing of the Bondholders Meeting Re item 2 of the agenda: In accordance with Art of the Act, Mr Marek Patuła, attending the Bondholders Meeting, is elected its Chairman by a secret ballot, with no objections raised, and with all the 13,000 votes in favour, no votes against and no abstentions, upon which Mr Marek Patuła becomes Chairman of the Bondholders Meeting Re items 3 to 5 of the agenda: The Chairman orders that the attendance list be drawn up and then signs the list. The Chairman declares that the Bondholders Meeting was properly convened in compliance with Chapter 5 of the Act, by way of a notice published on the Issuer s website at on January 9th The Meeting is attended by bondholders representing 13,000 (thirteen thousand) Series VB bonds issued by GetBack Spółka Akcyjna of Wrocław, with the adjusted total nominal value of PLN 13, (thirteen million złoty), carrying 13,000 (thirteen thousand) voting rights; the total number of Series VB bonds issued by GetBack Spółka Akcyjna of Wrocław is 13,000 (thirteen thousand) bonds, with the adjusted total nominal value of PLN 13, (thirteen million złoty), carrying 13,000 (thirteen thousand) voting rights, hence 100% of the bonds carrying 100% of the voting rights are represented at the Meeting Accordingly, the Chairman states that the Bondholders Meeting has the capacity to pass resolutions regarding matters included on its agenda set out in the notice of January 9th Re item 6 of the agenda: The Chairman proposes the following resolution:

3 Resolution No. 1 of the Meeting of Holders of Series VB bonds issued by GetBack Spółka Akcyjna of Wrocław dated February 5th 2018 to amend the Terms and Conditions of the Bonds Section 1 The Meeting of Holders of Series VB bonds (the Bonds ) issued by GetBack Spółka Akcyjna of Wrocław (the Issuer ) pursuant to the resolution of the Issuer s Management Board of March 9th 2017 concerning the issue of Series VB bonds, hereby resolves to amend the Terms and Conditions of Series VB Bonds (the Terms and Conditions ) as follows: In section 1.1 of the Terms and Conditions, the following definition will be added after the definition of Bond Programme : Registered Pledge Collateral means collectively Registered Pledge Collateral 1, Registered Pledge Collateral 2, Registered Pledge Collateral 3, Registered Pledge Collateral 4, Registered Pledge Collateral 5, Registered Pledge Collateral 6 and Registered Pledge Collateral 7 or, depending on the context, any of them separately In section 1.1 of the Terms and Conditions, the existing wording of the definition of Registered Pledge Collateral will be amended to read as follows: Registered Pledge Collateral 1 means a pool of receivables forming part of a debt portfolio marked as 20115_GNB_15_zbiór3, acquired by the Pledgor under receivables transfer agreement No. 1/2015 between the Pledgor and Getin Noble Bank Spółka Akcyjna of Warsaw (address: ul. Przyokopowa 33, postal code: Warsaw, Poland), entered in the business register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under entry number KRS , on April 27th 2015, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 1 a new definition will be added reading as follows: Registered Pledge Collateral 2 means a debt portfolio acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka 3

4 Akcyjna of Warsaw on November 2nd 2016, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 2 a new definition will be added reading as follows: Registered Pledge Collateral 3 means a debt portfolio acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna of Warsaw on July 4th 2016, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 3 a new definition will be added reading as follows: Registered Pledge Collateral 4 means a debt portfolio acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Cyfrowy Polsat Spółka Akcyjna of Warsaw on December 4th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 4 a new definition will be added reading as follows: Registered Pledge Collateral 5 means a debt portfolio acquired by the Pledgor under a receivables sale and transfer agreement between the Pledgor and Alior Bank Polska Spółka Akcyjna of Warsaw on November 28th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 5 a new definition will be added reading as follows: Registered Pledge Collateral 6 means a debt portfolio acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna of Warsaw on December 14th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge Collateral 6 a new definition will be added reading as follows: Registered Pledge Collateral 7 means a debt portfolio acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna of Warsaw on February 22nd 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register

5 9. In section 1.1 of the Terms and Conditions, the existing wording of the definition of Registered Pledge will be amended to read as follows: Registered Pledge means collectively Registered Pledge 1, Registered Pledge 2, Registered Pledge 3, Registered Pledge 4, Registered Pledge 5, Registered Pledge 6 and Registered Pledge 7 or, depending on the context, any of them separately In section 1.1 of the Terms and Conditions, after the definition of Registered Pledge a new definition will be added reading as follows: Registered Pledge 1 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 1 a new definition will be added reading as follows: Registered Pledge 2 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 2 a new definition will be added reading as follows: Registered Pledge 3 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 3 a new definition will be added reading as follows: Registered Pledge 4 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 4 a new definition will be added reading as follows: Registered Pledge 5 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 5 a new definition will be added reading as follows: Registered Pledge 6 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, after the new definition of Registered Pledge 6 a new definition will be added reading as follows: Registered Pledge 7 means a registered pledge over Registered Pledge Collateral In section 1.1 of the Terms and Conditions, the existing wording of the definition of Pledgor will be amended to read as follows: Pledgor means Universe 3 Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamknięty of Warsaw (address: ul. Zygmunta Krasińskiego 2A, Warsaw, Poland), entered in the register of investment funds maintained by the Regional Court in Warsaw, 7th Civil and Registry Division, under entry No. RFI 1078, represented by Saturn Towarzystwo Funduszy Inwestycyjnych S.A. of Warsaw (address: ul. Zygmunta 5

6 Krasińskiego 2A, Warsaw, Poland), entered in the business register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under entry No. KRS , with a share capital of PLN 2,950,000.00, and paid-in capital of PLN 2,670,000.00, holding Industry Identification Number (REGON) and Tax Identification Number (NIP) The existing wording of section 9.4 of the Terms and Conditions will be amended to 9.4. The Bonds shall be recorded in the Bond Register upon satisfaction of the condition consisting in the conclusion of a registered pledge agreement under which the Issuer will create Registered Pledge 1 over Registered Pledge Collateral 1 in favour of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders (the security in the form of a registered pledge referred to above shall be created upon its registration in the pledge register; the security shall be created after the Bonds are recorded in the Bond Register) The existing wording of section of the Terms and Conditions will be amended to the value of the Registered Pledge Collateral has decreased below the equivalent of 130% of the nominal value of Bonds outstanding under the Bond Programme, as confirmed by a valuation of the Registered Pledge Collateral obtained by the Issuer, and the Issuer failed, within three months from the date on which the Bondholders Meeting passed a resolution to amend the Terms and Conditions with respect to the amount, form, or terms and conditions of security for claims under the Bonds, as referred to in section below, to create security interest(s) over assets of such value as to ensure that the aggregate value of all assets over which security is created (i.e. including the Registered Pledge Collateral) is not less than the equivalent of 130% of the nominal value of Bonds outstanding under the Bond Programme; The existing wording of section 19.1 of the Terms and Conditions will be amended to 6

7 19.1. The Bonds shall be secured bonds within the meaning of Art of the Bonds Act. Claims under the Bonds shall be secured by creating registered pledges over: a pool of receivables forming part of a debt portfolio marked as 20115_GNB_15_zbiór3, acquired by the Pledgor under receivables transfer agreement No. 1/2015 between the Pledgor and Getin Noble Bank Spółka Akcyjna of Warsaw, with its registered address at ul. Przyokopowa 33, Warsaw, Poland, entered in the business register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under entry number KRS , on April 27th 2015, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 1, Registered Pledge 1 ); a pool of receivables acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna on November 2nd 2016, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 2, Registered Pledge 2 ); a pool of receivables acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna on July 4th 2016, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 3, Registered Pledge 3 ); a pool of receivables acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Cyfrowy Polsat Spółka Akcyjna of Warsaw on December 4th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 4, Registered Pledge 4 ); a pool of receivables acquired by the Pledgor under a receivables sale and transfer agreement between the Pledgor and Alior Bank Spółka Akcyjna of Warsaw on November 7

8 28th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 5, Registered Pledge 5 ); a pool of receivables acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna of Warsaw on December 14th 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 6, Registered Pledge 6 ); a pool of receivables acquired by the Pledgor under a receivables transfer agreement between the Pledgor and Raiffeisen Bank Polska Spółka Akcyjna of Warsaw on February 22nd 2017, constituting an economic unit within the meaning of Art of the Act on Registered Pledges and the Pledge Register, for the benefit of the Security Administrator acting as the pledge administrator in its own name but for the account of the Bondholders ( Registered Pledge Collateral 7, Registered Pledge 7 ) Registered Pledge 1, Registered Pledge 2, Registered Pledge 3, Registered Pledge 4, Registered Pledge 5, Registered Pledge 6 and Registered Pledge 7 are hereinafter collectively or, depending on the context, any of them separately, referred to as the Registered Pledge, provided that the maximum secured amount with respect to each Registered Pledge shall be PLN 19,500,000 (nineteen million, five hundred thousand złoty) The existing wording of section 19.2 of the Terms and Conditions will be amended to At the time of executing a relevant agreement on the creation of Registered Pledge 1, Registered Pledge 2, Registered Pledge 3, Registered Pledge 4, Registered Pledge 5, Registered Pledge 6 and Registered Pledge 7, each Registered Pledge Collateral shall be free and clear of any security interest(s). Each Registered Pledge to secure claims under the Bonds shall be, in so far as possible, a first-ranking pledge The existing wording of section 19.3 of the Terms and Conditions will be amended to The agreement on the creation of the Registered Pledge shall be concluded between Universe 3 Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamknięty with its 8

9 registered office at ul. Zygmunta Krasińskiego 2A, Warsaw, Poland, entered in the register of investment funds maintained by the Regional Court in Warsaw, 7th Civil and Registry Division, under entry No. RFI 1078, represented by Saturn Towarzystwo Funduszy Inwestycyjnych S.A. of Warsaw (address: ul. Zygmunta Krasińskiego 2A, Warsaw, Poland), entered in the business register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under entry No. KRS , with a share capital of PLN 2,950,000.00, and paid-in capital of PLN 2,670,000.00, holding Industry Identification Number (REGON) and Tax Identification Number (NIP) , (the Pledgor ) and the Security Administrator on or before the Allotment Date. Pursuant to the agreement, the Security Administrator shall submit within 12 (twelve) Business Days from the date of the agreement and receipt from the Pledgor of the equivalent of a court fee for registration of the Registered Pledge a duly paid and completed application for entry of the Registered Pledge in the pledge register maintained by the competent registry court. The Issuer shall have the Registered Pledge registered in the pledge register maintained by the competent registry court within 3 (three) months from the Allotment Date After section 19.3 of the Terms and Conditions a new section will be added reading as follows: The agreement on the creation of Registered Pledge 2, Registered Pledge 3, Registered Pledge 4, Registered Pledge 5, Registered Pledge 6 and Registered Pledge 7 shall be concluded between the Pledgor and the Security Administrator by February 19th Pursuant to the agreement, the Security Administrator shall submit within 12 (twelve) Business Days from the date of the agreement concerning the creation of the Registered Pledges and receipt from Pledgor 2 of the equivalent of a court fee for registration of the Registered Pledges created in accordance with this section of the Terms and Conditions a duly paid and completed application for entry of these Registered Pledges into the pledge register maintained by the competent registry court. The Issuer shall have the Registered Pledges created in accordance with this section of the Terms and Conditions registered in the pledge register maintained by the competent registry court within 3 (three) months from the date of the agreement concerning the creation of these Registered Pledges

10 24. The existing wording of section 19.5 of the Terms and Conditions will be amended to Valuations of the Registered Pledge Collateral were made by: in the case of Registered Pledge Collateral 1 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 the case of Registered Pledge Collateral 2 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 the case of Registered Pledge Collateral 3 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 the case of Registered Pledge Collateral 4 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 the case of Registered Pledge Collateral 5 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 the case of Registered Pledge Collateral 6 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 ;

11 in the case of Registered Pledge Collateral 7 Robert Pabich spółka z ograniczoną odpowiedzialnością of Wrocław, address: ul. Świętego Mikołaja 49/50, unit 2, , entered into 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 The choice of the valuer was justified by its experience and qualifications, ensuring fairness of the valuations and the valuer's impartiality and independence. One of the reasons for selecting the entity to perform the valuation of each Registered Pledge Collateral was its experience and qualifications in valuing property rights in the form of receivables (debt claims) The existing wording of section 19.6 of the Terms and Conditions will be amended to Valuations of the Registered Pledge Collateral were made as follows: in the case of Registered Pledge Collateral 1 as at January 31st 2017, the value of the pool of receivables amounted to PLN 20,022, (twenty million, twenty-two thousand, four hundred and twenty-three złoty, eighty-eight grosz); in the case of Registered Pledge Collateral 2 as at October 31st 2017, the value of the pool of receivables amounted to PLN 2,263, (two million, two hundred and sixty-three thousand, one hundred and sixty-four złoty, thirteen grosz); in the case of Registered Pledge Collateral 3 as at October 31st 2017, the value of the pool of receivables amounted to PLN 378, (three hundred and seventy-eight thousand, four hundred and thirty-seven złoty, seventeen grosz); in the case of Registered Pledge Collateral 4 as at December 31st 2017, the value of the pool of receivables amounted to PLN 4,480, (four million, four hundred and eighty thousand, seventy-one złoty, eight grosz); in the case of Registered Pledge Collateral 5 as at December 31st 2017, the value of the pool of receivables amounted to PLN 4,227, (four million, two hundred and twenty-seven thousand, three hundred and ninety-four złoty, twenty-six grosz); in the case of Registered Pledge Collateral 6 as at December 31st 2017, the value of the pool of receivables amounted to PLN 3,207, (three million, two hundred and seven thousand, two hundred and sixteen złoty, twelve grosz);

12 in the case of Registered Pledge Collateral 7 as at December 31st 2017, the value of the pool of receivables amounted to PLN 776, (seven hundred and seventy-six thousand, three hundred and ninety-five złoty, twenty-eight grosz) The valuations of the Registered Pledge Collateral are attached to these Terms and Conditions The existing wording of section of the Terms and Conditions will be amended to If the value of the Registered Pledge Collateral specified in the valuations provided by the Issuer to the Security Administrator is lower than the equivalent of 130% of the nominal value of Bonds outstanding under the Bond Programme, the Issuer shall (having first obtained a relevant resolution by the Bondholders Meeting, as referred to below) create additional security interest(s) over assets of such value as to ensure that the aggregate value of all assets over which security is created (i.e. including the Registered Pledge Collateral) is not less than the equivalent of 130% of the nominal value of Bonds outstanding under the Bond Programme. Within 7 (seven) business days from the date on which the Issuer received the written valuations of the Registered Pledge Collateral, determining the value of those assets, the Issuer shall convene a Bondholders Meeting to pass a resolution of the Bondholders Meeting amending the Terms and Conditions with respect to the amount, form, or terms and conditions of security for claims under the Bonds, and shall provide a relevant draft resolution of the Bondholders Meeting providing for the introduction to the Terms and Conditions of the security interest(s) proposed by the Issuer. The Issuer shall approve the amendments to the Terms and Conditions introduced by a resolution of the Bondholders Meeting. The Issuer shall, within three months from the date on which the Bondholders Meeting passed a resolution to amend the Terms and Conditions with respect to the amount, form, or terms and conditions of security for claims under the Bonds, create additional security interest(s) over assets of such value as to ensure that the aggregate value of all assets over which security is created (i.e. including the Registered Pledge Collateral) is not less than the equivalent of 130% of the nominal value of Bonds outstanding under the Bond Programme The existing wording of section 21.1 of the Terms and Conditions will be amended to 12

13 21.1. Pursuant to Art of the Bonds Act, the Issuer s full-year financial statements with the auditor s opinion shall be made available in the fulfilment of its disclosure obligations under Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation, MAR). In connection with Art. 38 of the Bonds Act, the above provisions shall apply accordingly to the full-year consolidated financial statements with the auditor's opinion The existing wording of section 24.1 of the Terms and Conditions will be amended to Any announcements and notices from the Issuer to the Bondholders shall be published on the Issuer's website and as current reports, and also after the Bonds are introduced to trading in the CATALYST ATS in compliance with the rules of the relevant trading market Section 2 The valuations of Registered Pledge Collateral 2, Registered Pledge Collateral 3, Registered Pledge Collateral 4, Registered Pledge Collateral 5, Registered Pledge Collateral 6, and Registered Pledge Collateral 7 are attached to these minutes of the Bondholders Meeting Section 3 This Resolution shall become effective as of its date Following an open ballot, the Chairman states that a total of 13,000 valid votes were cast, including: 13,000 votes for, 0 votes against and 0 abstaining votes, which means that the votes for, against and abstaining corresponded to the adjusted total nominal value of the bonds of, respectively, PLN 13,000,000, 0 and 0. The Chairman thus declares that resolution No. 2 has been passed Re item 7 of the agenda: As all items on the agenda have been dealt with, the Chairman closes the Meeting at 11:30 am, attaching the attendance list to this deed The identity of the Chairman Marek Patuła, son of Janusz and Ludwika, residing in Warsaw (postal code: ) at ul. Słomińskiego Z. No. 5, unit 10, PESEL (Personal Identification 13

14 Number): , has been established by me based on ID card No. ASG120191, valid through November 13th The Chairman orders that copies of this deed should be issued to the Issuer in any number The costs of this deed will be borne by the Issuer The costs of this deed include: a) notary fee pursuant to Par.10.3) and Par. 17 of the Regulation of the Minister of Justice of June 28th 2004 on maximum rates of notary fees (consolidated text: Dz.U. of 2013, item 237) in the amount of PLN 1, (one thousand, two hundred złoty); b) value added tax (VAT) at the rate of 23% pursuant to Art. 146a.1 in conjunction with Art of the Value Added Tax Act of March 11th 2004 (consolidated text: Dz. U. of 2017, item 1221, as amended) in the amount of PLN (two hundred and seventy-six złoty) The above fees do not include the costs of any copies of this deed, which along with the legal basis for charging them will be stated on each copy The above costs will be paid by transfer to the bank account of the Notary Office of the attesting Notary Public. THIS DEED HAS BEEN READ OUT, APPROVED, AND SIGNED. 14