Signing of the documentation covering Stage 4 of Reorganisation

Legal basis: Article 56 (1) (1) of the Act on public offering – confidential information

With reference to current report no. 95/2015 dated 31.08.2015 with respect to the Polimex Mostostal Group Sustainable Development Strategy, and current report no. 113/2015 with respect to entering into a preliminary agreement regarding the new strategy of the Group, the Management Board of Polimex-Mostostal S.A. having its registered address in Warsaw at ul. Jana Pawła II 12 (hereinafter referred to as the 'Company’) hereby informs that on 29 January 2016 the Company and its financial creditors being a party to the agreement on the principles of the Company’s financial debt management dated 21 December 2012 (hereinafter referred to as the ‘ZOZF Agreement’) (please refer to current report no. 130/2012) , and the parties to the Agreement between the Creditors dated 12 September 2014 (inclusive of Agencja Rozwoju Przemysłu S.A. acting in the capacity of a New Bond Holder (please refer to current report no. 131/2012 and current report no. 139/2014)) (hereinafter collectively referred to as the ‘Creditors’) signed the documentation implementing the provisions of the Preliminary Agreement on the Polimex-Mostostal Group New Strategy (hereinafter referred to as the ‘Preliminary Agreement’).

Within the framework of the Preliminary Agreement, the Company and the Creditors executed an Annex to the ZOZF Agreement providing for an organised part of the business – Mostostal Siedlce manufacturing plant – remaining within the structures of the Polimex-Mostostal Capital Group. Pursuant to the amended ZOZF Agreement, the Mostostal Siedlce manufacturing plant shall be separated from the structures of the Company, and it shall be contributed in kind to Mostostal Siedlce Sp. z o.o. Sp. k. (hereinafter referred to as ‘Mostostal Siedlce’). Along the assets, Mostostal Siedlce will assume the Company’s debt under the current loans provided to the Company by Bank PKO BP S.A. (amounting to PLN 100 million) and by Bank Pekao S.A. (amounting to PLN 50 million), secured on the assets of constituting the Mostostal Siedlce manufacturing plant (hereinafter referred to as the ‘Current Loans’). Moreover, Mostostal Siedlce, Bank PKO BP S.A. and Bank Pekao S.A. entered into a fixed-term loan agreement appropriated  to refinancing  of the  Current Loans (hereinafter referred to as the ‘Mostostal Loan Agreement’), and they entered into an agreement providing for the terms, dates and financial conditions pursuant to which Mostostal Siedlce shall manage repayment of debt under the Current Loans until they are refinanced (hereinafter referred to as the ‘Refinancing Agreement’). Moreover, the amended ZOZF Agreement, the Refinancing Agreement, and the Mostostal Loan Agreement provide for the terms of Mostostal Siedlce transferring any cash surplus to the Company.

As a result of the signing of the Annex to the ZOZF Agreement, the Refinancing Agreement, and the Mostostal Loan Agreement, the current structure of collaterals will be changed in a manner that the assets contributed by the Company within the framework of the organised part of the business to Mostostal Siedlce will be released from the encumbrances established in connection with the ZOZF Agreement to the extent whereto they are not related to liabilities under the Current Loans. To secure liabilities under the ZOZF Agreement, the Company shall establish registered pledges and financial pledges on all the interests in Mostostal Siedlce Sp. z o.o. (i.e. a general partner of Mostostal Siedlce), and on all the interests in Polimex SPV1 (i.e. a limited partner of Mostostal Siedlce), as well as a registered pledge on all the rights due to the Company as a limited partner of Mostostal Siedlce. The pledges will be established in favour of Agencja Rozwoju Przemysłu S.A., acting in the capacity of an agent of collateral for creditors, receivables of which have been provided for in the ZOZF Agreement and which will secure receivables under the ZOZF Agreement.