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GENERAL MEETING

THE SUWARY SPÓŁKA AKCYJNA MANAGEMENT BOARD NOTICE OF CONVENING AN ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT 1 PM, ON MARCH 8, 2017 IN PABIANICE, PIOTRA SKARGI 45/47

15.02.2017

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Correction of the current report 24/2016 Conclusion of the agreement on non-revolving credit, refinance the loan

In relation to the current report no 24/2016 dated 12.12.2016, we correct an obvious mistake in the name of the bank with which the overdraft agreement was concluded. An incorrect name of the bank "Bank BNP Paribas Spółka Akcyjna", with its registered seat in Warsaw, was given in the report 24/2016. The correct name of the bank is "Bank BGŻ BNP Paribas Spółka Akcyjna", with its registered seat in Warsaw.

The rest of information included in the current report no 24/2016 remain unchanged.

The correct text of current report 24/2016 reads as follows:

Management Board of SUWARY S.A. ("Company") informs that on this day 12.12.2016 the Companies of the Suwary Capital Group (Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o. and Kartpol Group Sp. z o.o.) concluded an agreement on non-revolving credit ("Agreement") in PLN no WAR/3060/16/315/CB with the bank “Bank BGŻ BNP Paribas Spółka Akcyjna” with its registered seat in Warsaw ("Bank").   

The Agreement was concluded until 31.12.2018.

The total value of the Agreement is of PLN 10,500,000 The funds from the credit will be used for refinancing of the loan granted Suwary S.A. by mBank, to finance the recapitalization by the Borrower, in the form of contributions to capital the subsidiary Suwary Tech Sp. z o.o.  (current report 11/2013 dd 18.06.2013r.)

Each borrower is responsible for the obligations to the Bank under the Agreement on the principles of joint and several liability.

The interest of the overdraft is variable and constitutes WIBOR for 3-month deposits plus the margin of the bank.

The exclusive collateral for the overdraft comprises:

1. blank promissory note issued as security with the promissory note declaration

2. guarantee according to the civil law granted by WENTWORTH TECH Sp. z o.o. up to the amount of PLN 15,750,000.00

3. guarantee according to the civil law granted by „AMHIL EUROPA” Sp. z o.o. up to the amount of PLN 15,750,000.00

4. declaration of Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o. and Kartpol Group Sp. z o.o. about the submission to execution pursuant to the Article 777 §1 point 5 of the Civil Procedure Code up to the maximum amount of PLN 15,750,000.00 rendered enforceable until 31.12.2021

5. declaration of Wentworth Tech Sp. z o.o., of the guarantor, on the submission to the execution pursuant to

the Article 777 §1 point 5 of the Civil Procedure Code up to the maximum amount of PLN 15,750,000.00 rendered enforceable until 31.12.2021

6. declaration of Amhil Europa Sp. z o.o., of the guarantor, on the submission to the execution pursuant to  

the Article 777 §1 point 5 of the Civil Procedure Code up to the maximum amount of PLN 15,750,000.00 rendered enforceable until 31.12.2021

7. declaration of Suwary S.A. and Suwary Tech on the submission to the execution pursuant to   the Article 777 §1 point 4 of the Civil Procedure Code on the obligation to return the transferred object and the registered pledge rendered enforceable until 31.12.2021

The aggregate collateral of the overdraft and credits, which are to be announced on this day in the following current reports no 23/2016 and 24/2016, comprises:

  1. silent assignment of the liabilities against the Bank upon trade receivables of the Suwary S.A. and Suwary Tech Sp. z o.o. described in the agreement
  2. aggregate mortgage up to the amount of PLN 60,750,000.00 for:

- the right of Suwary S.A. of the perpetual usufruct of the real estate in Pabianice consisting of parcels no 402/1, 402/2, 402/3, 402/4, 405/7, 405/8 and related to it property right to the building which constitutes a separate real estate, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00005744/9,

- the right of Suwary S.A. of the perpetual usufruct   of the real estate in Pabianice, ul. Ewangelicka 3A, consisting of parcels no 404/1, 404/2, 404/3, 404/4, 404/5, 404/6 and related to it property right to the building which constitutes a separate real estate, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00004575/6,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Piotra Skargi 49, which comprises the parcel no 33/1, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00004789/9,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Piotra Skargi 53, which comprises the parcel no 73/2, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00036580/7,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Kopernika 6, which comprises the parcel no 95/1, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00006014/0,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Kopernika 8, which comprises the parcel no 99, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00000152/7,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Boczna 5A, consisting of parcels no 100/1, 100/2, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00004656/8,

- a real estate being a property of Suwary S.A., located in Pabianice, ul. Piotra Skargi 49A, which comprises the parcel no 33/2, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00012098/7,

- the share in the amount of 2920/4000 of Suwary S.A. in the real estate located in Pabianice, ul. Piotra Skargi 43, which comprises the parcel no 69, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00000779/8,

- the right of Suwary S.A. of the perpetual usufruct of the real estate in Pabianice ul. Piotra Skargi, consisting of parcels no 70/2, 70/3, and related to it property right to the building which constitutes a separate real estate, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00004837/1,

3.         the transfer of the rights from the insurance policy regarding the above-mentioned real estates in the total insurance amount not lower than PLN 6,100,000.00

4.         aggregate mortgage up to the amount of PLN 33,750,000.00 on:

- a real estate being a property of Suwary Tech Sp. z o.o., located in Ksawerów-Widzew, ul. Szkolna, which comprises the parcel no no 2161/42, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00051262/3 ("Real Estate no 3"),

- a real estate being a property of the Borrower B, located in Ksawerów-Widzew, ul. Szkolna, which comprises the parcel no no 2162/7, for which the District Court in Pabianice, 5th Land and Mortgage Register, keeps the land and mortgage register entry under no. LD1P/00040313/6 ("Real Estate no 4"),

5.         aggregate mortgage up to the amount of PLN 27.000.000,00 on the Real Estate no 3 and Real Estate no 4:

6.         the assignment of the rights from the insurance policy of the Real Estate no 3 and Real Estate no 4 in the total insurance amount not lower than PLN 15.000.000,00

registered pledge on fixed assets being the property of Suwary S.A. with the net value not lower than PLN 10,000,000.00

7.         the assignment of the rights from the insurance policy regarding the above-mentioned fixed assets in the total insurance amount not lower than PLN 10.000.000,00

8.         registered pledge on fixed assets located in the plant in Ksawerów, being a property of Suwary Tech Sp. z o.o., with the net value not lower than PLN 5.000.000,00

9.         the assignment of the rights from the insurance policy regarding the above-mentioned fixed assets in the total insurance amount not lower than PLN 5.000.000,00

10.       registered pledge on inventories located in Pabianice, Bydgoszcz and Ksawerów, being a property of Suwary S.A. and Suwary Tech Sp. z o.o., with the net value not lower than PLN 6.000.000,00

11.       the assignment of the rights from the insurance policy regarding the above-mentioned inventories in the total insurance amount not lower than PLN 6.000.000,00

The aggregate collateral of the overdraft and credits, which are to be announced by the Company on this day in the following current reports no 23/2016, 25/2016, 26/2016 and 27/2016, comprises:

1.         aggregate mortgage up to the amount of PLN 54.250.000,00 on:

- a real estate being a property of Kartpol Group, located in Wołomin, ul. Łukasiewicza, which comprises the parcel no 12/1, for which the District Court in Wołomin, 4th Land and Mortgage Register, keeps the land and mortgage register entry under no. WA1W/00016982/4 ("Real Estate no 1"),

- the right of Kartpol Group of the perpetual usufruct of the real estate in Wołomin, ul. Łukasiewicza, which comprises the parcel no 8/1, and related to it property right to the building which constitutes a separate real estate, for which the District Court in Wołomin, 4th Land and Mortgage Register, keeps the land and mortgage register entry under no. WA1W/00088230/ ("Real Estate no 2"),

  1.  aggregate mortgage up to the amount of PLN 6.500.000,00 in favour of the Bank on the Real Estate no 1 and Real Estate no 2
  2.  the assignment of the rights from the insurance policy of the Real Estate no 1 in the insurance amount not lower than PLN 3.000.000,00 and Real Estate no 2 in the insurance amount not lower than PLN 1.900.000,00

Other provisions of the Agreement (including provisions for its termination) are consistent with those commonly used for this type of agreements. 

According to the concluded agreement, the credit will be granted if, amongst others, mBank provides the information necessary for refinancing of the current overdraft, transfer of current collateral of the overdraft and establishing new collaterals compliant with the requirements of the new Agreement with BNP Paribas.

In relaton to the conclusion of the Agreement for the credit with the bank “Bank BGŻ BNP Paribas Spółka Akcyjna” Suwary S.A. terminates the agreement for the credit with mBank Spółka Akcyjna, about which the Company informed in the following current report 11/2013 dd  18.06.2013. 

2016-12-19

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