2/2015 Issue of series B bonds

The Management Board of CPD S.A. (hereinafter the “Company”, the “Issuer”) hereby informs that on 13 January 2015 the Company issued in total 30,000 secured bonds series B (hereinafter the “Bonds”). The Bonds issuance was carried out under Art 9.3 of the Bonds Act as a non-public issuance.

The Bonds were issued on the following terms:

The purpose of the issuance within the meaning of the Bonds Act and the undertaking to be financed with the Bonds issuance was not specified.

The issued Bonds are bearer, secured bonds series B of a nominal value PLN 1,000.00 each. The Bonds were issued in dematerialized form.

Total nominal value of all issued Bonds is PLN 30,000,000.00.

The nominal value per one Bond amounts to PLN 1,000. The issue price of one Bond is equal to its nominal value and amounts to PLN 1,000.

The maturity date of the Bonds falls on the day of 4th anniversary of the Bonds’ issuance date, i.e. 13 January 2019 (hereinafter “Maturity Date”) – subject to cases of earlier redemption in case of occurrence of events of default or at the Issuer’s demand.

The Bonds are subject to a fixed interest rate of 9.1% per annum.

The Bonds shall be redeemed on the Maturity Date at which date a payment of the amount equal to the nominal value of the Bonds, increased by the accrued and unpaid interest shall be made unless an early redemption takes place.

The Bonds are secured by the guarantees granted by:

(1) 7/120 Gaston Investments spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Warsaw at 7B Cybernetyki Street, postcode: 02-677 Warsaw, registered with the Register of Entrepreneurs of the National Court Register, kept by the District Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register under KRS number: 0000352280, Tax Identification Number (NIP): 5252476265, Statistical Identification Number (REGON): 142384602, and
(2) Blaise Gaston Investments spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Warsaw at 7B Cybernetyki Street, postcode: 02-677 Warsaw, registered with the Register of Entrepreneurs of the National Court Register, kept by the District Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000351993, Tax Identification Number (NIP): 5252476408, Statistical Identification Number (REGON): 142372705.
Each of the above mentioned guarantees were granted up to PLN 45,000,000.00.

The Issuer submitted himself to collection proceedings under Art 777 § 1 point 5 of the Polish Code of Civil Procedure in respect of its obligation to pay the amount of PLN 45,000,000.00.

The Issuer is entitled to exercise early redemption right of all or part of the Bonds. In case of exercising such right in relation to no more than 15,000 Bonds within 3 months from the issue date, the Issuer shall be obliged to pay the nominal value increased by accrued and unpaid interest.

If the right to early redemption is exercised in relation to more than 15,000 Bonds the Issuer shall be obliged to pay the premature redemption amount specified above and with respect to the Bonds in excess of 15,000 Bonds – a premium equal to the product of 0.5% of the nominal value of the Bonds and each full half-year period left to the redemption date.

If the right to early redemption is exercised after 6 months from the issue date, the Issuer shall be obliged to pay the premature redemption amount and a premium equal to the product of 0.5% of the nominal value of the Bonds and each full half-year period left to the redemption date.

In the event the Issuer will make an earlier redemption of at least 15,000 the Bonds within six months from the date of Bonds issuance, the collateral in the form of joint mortgage on:

(a) the perpetual usufruct right to the built-up land property, located in Warsaw at Traktorzystów Street, comprising a plots of land no. 120/7, 120/8 and 120/12, with an area of 0,9822 ha, for which the District Court for Warsaw – Mokotów in Warsaw, XIII Land and Mortgage Division keeps the land and mortgage book no. WA5M/00457639/8,
(b) the perpetual usufruct right to the built-up land property, located in Warsaw at Traktorzystów Street, comprising a plots of land no. 120/6 and 120/13 with an area of 0,2475 ha, for which the District Court for Warsaw – Mokotów in Warsaw, XIII Land and Mortgage Division keeps the land and mortgage book no. WA1M/00412696/0, will be released.
The value of incurred liabilities by the Issuer on the last day of the quarter preceding the Bond purchase proposal, i.e. on September 30, 2014 is PLN 37,818,000.

Legal basis:
§ 5.1.11) in connection with § 17 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information passed by issuers of securities and on terms for consideration of information required under laws of states that are not Member States as equivalent.

Signatures of persons authorized to represent the Company:
1. Elżbieta Donata Wiczkowska, President of the Management Board, 13 January 2015