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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 25/2016 Conclusion of the non-revolving credit agreement

In relation to the current report no 25/2016 dated 12.12.2016, we correct an obvious mistake in the name of the bank with which the non-revolving credit 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 25/2016. The correct name of the bank is "Bank BGŻ BNP Paribas Spółka Akcyjna", with its registered seat in Warsaw.

The Company also corrects information in the regard of statements:

- on submission to enforcement under Art. 777 § 1 point 5 of the Code of Civil Procedure, which were made by Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o., Kartpol Group Sp. z o.o., Wentworth Tech Sp. z o.o. and Amhil Europa Sp. z o.o., and not like it was stated in the report, i.e. separately by Wentworth Tech Sp. z o.o. and Amhil Europa Sp. z o.o. and jointly by Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o., and Kartpol Group Sp. z o.o.

- on submission to enforcement under Art. 777 § 1 point 4 of the Code of Civil Procedure, which were made by Suwary S.A., Suwary Tech Sp. z o.o., and not as was stated in the current report 25/2016, i.e. as one statement of Suwary S.A. and Suwary Tech on submission to enforcement pursuant to Art. 777 § 1 point 4 of the Code of Civil Procedure. 

 

The corrected information in this regard shall read as follows:

- statements of Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o., Kartpol Group Sp. z o.o., Wentworth Tech Sp. z o.o. and Amhil Europa Sp. z o.o on submission to enforcement pursuant to Art. 777 § 1 point 5 of the Code of Civil Procedure to the maximum amount of PLN 33,750,000 with enforcement clause until 30.11.2026

- statements of Suwary S.A. and Suwary Tech Sp. z o.o. on submission to enforcement [pursuant to Art. 777 §1 point 4 of the Code of Civil Procedure regarding the obligation to issue ownership of the transfer of ownership with enforcement clause until 30.11.2026.

 

The rest of information included in the current report no 25/2016 remain unchanged.

The correct text of current report 25/2016 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.) and Wentworth Tech Sp. z o.o. and Amhil Europa Sp. z o.o. concluded non-revolving credit agreement ("Agreement") (“Credit”) in PLN no WAR/3060/16/316/CB with the bank "Bank BGŻ BNP Paribas Spółka Akcyjna" with its registered seat in Warsaw ("Bank").  

The Agreement was concluded for the period of 84 months from the day of its conclusion.

The total value of the Agreement is of PLN 22,500,000 (twenty-two million five hundred thousand). Funds from the credit will be used for partial repayment of a loan granted to Suwary S.A. by Onico Trade Mark Sp. z o.o. IPR S.K.A. (now Wentworth Central Sp. z o.o. SKA) company (current reports: 25/2015 dated 30.09.2015, 29/2015 and 30/2015 dated 30.10.2016).

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. statements of Suwary S.A., Suwary Tech Sp. z o.o., Suwary Development Sp. z o.o., Kartpol Group Sp. z o.o., Wentworth Tech Sp. z o.o. and Amhil Europa Sp. z o.o on submission to enforcement pursuant to Art. 777 § 1 point 5 of the Code of Civil Procedure to the maximum amount of PLN 33,750,000 with enforcement clause until 30.11.2026;

3. statements of Suwary S.A. and Suwary Tech Sp. z o.o. on submission to enforcement pursuant to Art. 777 §1 point 4 of the Code of Civil Procedure regarding the obligation to issue ownership of the transfer of ownership with enforcement clause until 30.11.2026.

 

The aggregate collateral of this credit and credits, about which the Company informed 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
  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 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 Suwary Tech Sp. z o.o., located in Ksawerów-Widzew, ul. Szkolna, which comprises the parcel 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

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

8.            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

9.            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

10.          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 

11.          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

12.          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, about which the Company announced on this day in current reports No. 23/2016 and 24/2016, and will inform in the current reports No. 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/00088230/2 ("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 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 (also for its termination) are consistent with those commonly used for this type of agreements. 

2016-12-19

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