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CFI HOLDING S.A.: Amendment to a Significant Agreement Concluded by a Subsidiary of the Issuer

Pursuant to § 5(1)(3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and on the conditions for recognizing information required under the law of a non-member state as equivalent, the Management Board of CFI Holding S.A. (the Issuer) with its registered office in Wrocław informs that a subsidiary of the Issuer, namely Central Fund of Immovables sp. z o.o., with its registered office in Łódź (the Company, the Buyer), on 26 April 2016, before notary Mariusz Wróblewski at the Notary Office at ul. Sienkiewicza 33/1 in Łódź, entered into an agreement with Bank Polska Kasa Oszczędności Bank Polski Spółka Akcyjna (the Seller) under rep. A no. 4767/2016 for the transfer of the right of perpetual usufruct of real estate and ownership of a building, pursuant to an agreement previously concluded between the entities on 31 December 2014 under rep. A no. 13964/2014, amended by an annex on 30 September 2015 under rep. A no. 9464/2015, by an annex on 31 December 2015 covered by notarial deed rep. A 12739/2015, and by a statement on amendment of the annex under notarial deed of 15 February 2016 under rep. A 1590/2016, following the occurrence of circumstances specified in the agreements, about which the Issuer informed in current reports no. 54/2015 and 3/2016. The described agreement was concluded with the participation of Krajowa Spółka Przemysłu Odzieżowego Polconfex sp. z o.o., based in Łódź, which, under notarial deed rep. no. 4764/2016, made a declaration establishing a mortgage to secure obligations arising from a loan agreement concluded by Central Fund of Immovables sp. z o.o. with Bank Millenium S.A., with its registered office in Warsaw, about which the Issuer informed in report no. 2/2016.

Under the agreement of 26 April 2016, Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, with its registered office in Warsaw, transferred to Central Fund of Immovables sp. z o.o. the right of perpetual usufruct of the real estate consisting of land plots numbered 50/7 and 50/8, for which the District Court Gdańsk – Północ in Gdańsk, 3rd Land and Mortgage Register Division, maintains Land and Mortgage Register no. GD1G/00071409/8, with a total area of 8,288 m², located in Gdańsk at ul. Marynarki Polskiej 59, together with ownership of the office building and operational hall, which are separate from the land, for a total price of PLN 21,525,000.00, consisting of PLN 17,500,000.00 net plus VAT at 23% amounting to PLN 4,025,000.00.

The sales price of PLN 21,525,000.00 was settled as follows:

a) PLN 1,750,000.00 was paid as an advance by the Buyer before entering into the agreement, from the subsidiary’s own funds;
b) PLN 1,750,000.00 was paid by the Buyer on the date of the transfer agreement, from the subsidiary’s own funds;
c) PLN 14,000,000.00 will be paid to the Seller’s bank account by 29 April 2016, financed by a loan covering 80% of the net purchase price granted to the Buyer by Bank Millenium S.A., as reported in report no. 2/2016;
d) PLN 4,025,000.00 will be paid to the Seller’s bank account by 29 April 2016, financed by a loan covering the VAT on the investment outlays for the property in Gdańsk, ul. Marynarki Polskiej 59, granted by Bank Millenium S.A., as reported in report no. 2/2016.

At the same time, the parties stated that the remaining sales price under the notarial deed of 30 September 2015 (rep. A 9464/2015), amended by the annex of 31 December 2015 (rep. A 12739/2015) and the statement of amendment of 15 February 2016 (rep. A 1590/2016):

  • For PLN 12,740,400.00, relating to the property in Gdańsk at ul. Grunwaldzka 103 (land plot no. 271/4), maintained in Land and Mortgage Register no. GD1G/00074455/6, the settlement will be:
    a) PLN 1,415,600.00 paid before the transfer agreement from the subsidiary’s own funds;
    b) PLN 11,324,800.00 to be paid to the Seller by 29 April 2016 from a loan covering 80% of the net purchase price by Bank Millenium S.A.;

  • For PLN 2,700,000.00, relating to the property in Opole at ul. Krakowska 35 (land plot no. 8/1), maintained in Land and Mortgage Register no. OP1O/00050599/5, the settlement will be:
    a) PLN 300,000.00 paid before the agreement from the subsidiary’s own funds;
    b) PLN 2,400,000.00 to be paid to the Seller by 29 April 2016 from a loan covering 80% of the net purchase price by Bank Millenium S.A.

Consequently, the parties declared that the delivery of the properties covered by the notarial deed of 30 September 2015 (rep. A 9464/2015), amended by the annex of 31 December 2015 (rep. A 12739/2015), and the statement of 15 February 2016 (rep. A 1590/2016) to the subsidiary of the Issuer:

a) perpetual usufruct rights of the Gdańsk property (plots 50/7 and 50/8, total 8,288 m²) with ownership of office building and operational hall;
b) perpetual usufruct of the Opole property (plot 8/1, 530 m²) with ownership of the building;
c) property at Gdańsk, ul. Grunwaldzka 103 (plot 271/4, 1,506 m²);

shall occur no later than 29 April 2016, subject to payment of the remaining purchase price.

Additionally, representatives of Central Fund of Immovables sp. z o.o. and Krajowa Spółka Przemysłu Odzieżowego Polconfex sp. z o.o., on 26 April 2016, declared the establishment of a contractual mortgage in favor of Bank Millenium S.A. up to PLN 104,262,000.00, under the loan agreements reported in report no. 2/2016, on the properties specified in that report.

Other terms of the agreement do not differ from market standards. The agreement contains no provisions for contractual penalties or conditions for termination or suspension.

The value of the agreement exceeds 10% of the revenues of the CFI Holding S.A. Capital Group over the last four fiscal quarters, and therefore should be considered significant.