Grupa Kety : Registered bonds to mBank Spółka Akcyjna bonds.

The Management Board of Grupa Kęty S.A. hereby informs that, as a result of the issue of series K, L and M registered bonds with the pre-emptive right to subscribe for series H ordinary bearer shares, on 14 July 2017, they allocated to mBank Spółka Akcyjna with its registered office in Warsaw, 00-950 Warsaw, ul. Senatorska 18, all 180,000 (one hundred and eighty thousand) bonds.

1) The objective of the bonds issue ― the implementation of the management share options programme in the companies of the Capital Group of Grupa Kęty S.A. in 2015-2023.

2) The bonds are registered bonds with the pre-emptive right

3) Issue volume - 180,000 bonds

4) The nominal value of each bond amounts to 1 (one) grosz (0.01 PLN). The issue price of one bond amounts to 1 (one) grosz (0.01 PLN). The total value of the Bonds issued amounts to 1,800 PLN (one thousand eight hundred zloty).

5) Redemption terms - the bonds in the case of which the related pre-emptive right to subscribe for Shares was exercised will be redeemed by the Issuer in the period of 30 (thirty) days from the date of submitting the Bondholder's Declaration concerning the subscription of series H shares along with the order to redeem the Bonds. If the deadline for the redemption of the Bonds determined using the above-mentioned method falls after the Final Redemption Date, the bonds will be redeemed on the Final Redemption Date, i.e.

- 30 June 2021 − for series K Bonds;

- 30 June 2022 − for series L Bonds;

- 30 June 2023 − for series M Bonds.

The Bonds will be redeemed through the payment for each Bond of the amount equal to the nominal value of the Bonds.

The Bonds that will not be sold to particular Eligible Persons by the Trustee will be redeemed by the Company on the Final Redemption Date, i.e.

- 30 June 2021 − for series K Bonds;

- 30 June 2022 − for series L Bonds;

- 30 June 2023 − for series M Bonds.

6) Interest payment terms - the Bonds are not interest-bearing bonds.

7) The value of liabilities and provisions for liabilities of the Company as at 31 March 2017 amounted to 267,017 thousand PLN, including 201,353 thousand PLN of short-term liabilities.

Due to the fact that the total nominal value of the Bonds at which they are to be redeemed is an amount with no material significance for the Issuer's operations, the projected level of the Issuer's liabilities by the time of the complete redemption of the Bonds will not affect the redemption of the Bonds by the Issuer.

8) The issue of the Bonds does not aim at financing any undertaking, and the proceeds from the Issue will constitute an amount with no material significance for the Issuer, having regard for the scale of the Issuer's operations.

9) The cash payments resulting from the Bonds will be made by the Issuer to the Bondholder via the Trustee on condition that the Trustee's account is credited with the cash designated for the payment related to the redemption of the Bonds by the day immediately preceding the date of the redemption of the Bonds.

The cash payment due to the Bondholder will be made to the Bondholder's bank account indicated by him to the Trustee. The date of submitting, by the Trustee, the order to transfer the cash to the Bondholder's account will be deemed as the date of making the payment. If the Trustee fails to obtain the complete and correct information about the said account, the amounts resulting from the Bonds will be paid to the Bondholder in cash in one of the Trustee's Customer Service Points. In the case when, in 30 days from the date of the Bonds cancellation, the Trustee fails to obtain from the Bondholder the complete and correct information about the number of the account to which the amounts resulting from the Bonds should be paid, or the Bondholder fails to collect the amounts due to him in cash, the amounts will be transferred by the Trustee to the Issuer's bank account.

If any valid legal regulations require from the payer that he should deduct tax from the amounts resulting from the Bonds, the said amounts will be paid to the Bondholder when such a tax is deducted. In the case of such withholding or deduction, the Company is not obliged to reimburse the amounts corresponding to such withholding or deductions to the Bondholder.
The Bondholder must submit to the Issuer all documents and declarations containing the information required to prepare appropriate tax declarations and returns related to the income tax on the amounts resulting from the Bonds. The said documents and declarations should be submitted by the Bondholder within the time-limit allowing the payer to satisfy all the obligations enforced upon him by the legal regulations; however, not later than 3 Business Days prior to the date of the determination of the right to a given amount resulting from the Bonds. Should the Bondholder fail to submit the said declarations and documents when due, the Company will not be liable for the payment to the tax office of the income tax on amounts resulting from the Bonds in the amount higher than the amount resulting from valid legal regulations.

Additional information concerning the issue of the bonds with the pre-emptive right:

1) One bond gives the right to subscribe for one share.

2) The issue price of series H shares subscribed for as a result of exercising the pre-emptive right vested in series K, L and M Bonds will be an amount equal to the average turnover-weighted price of the Company's share quoted at Warsaw Stock Exchange from the period of three months prior to the date of the General Meeting of Shareholders on which the Programme was adopted (23 April 2015).

3) The periods in which the eligible persons may acquire the Bonds:

from 1 October 2018 until 30 June 2021 − for Series K Bonds;

from 1 October 2019 until 30 June 2022 − for Series L Bonds;

from 1 October 2020 until 30 June 2023 − for Series M Bonds.