RB 7/2015

Subject: Entering into a binding agreement on the sale of shares in the share capital of “Netia” S.A. (confidential information)

Legal grounds: Article 56(1)(1) of the Public Offering Act (confidential information)

On 27 March 2015, MCI Management S.A. (“MCI”) based in Warsaw announces that MCI Venture Projects Spółka z ograniczoną odpowiedzialnością X Spółka komandytowo-akcyjna (“MCI VP X SKA”) based in Warsaw (formerly Navicorp Trust Polska Spółka z ograniczoną odpowiedzialnością 3 spółka komandytowo-akcyjna), a 100% subsidiary of the MCI.PrivateVentures Closed Investment Fund with a separate sub-fund MCI.EuroVentures 1.0, in which MCI, through its subsidiaries, holds 98.81% of investment certificates, concluded with FIP 11 Closed Investment Fund of Non-Public Assets based in Warsaw (“Fund”) a binding agreement (“Binding Agreement”) on the sale by MCI VP X SKA to the Fund of 26,973,328 shares (“Shares”) in Netia S.A., which constitute 7.75% of the company’s share capital, for a unit price of PLN 5.86 per share, i.e. a total of PLN 158,063,702.08 (“Share Price”).

Under the Binding Agreement, the Parties assumed the following obligations:

1. By 9 April 2015:

• The Fund will submit to a brokerage house of its own choosing (“Fund’s Brokerage House”) an order to purchase the Shares from MCI VP X SKA for the Share Price with the order execution date by the Fund’s Brokerage House on 9 April 2015 (“Execution Date”) and will pay the Share Price in accordance with items 4 and 5 below,
• MCI VP X SKA will have all existing securities on the Shares lifted,
• MCI VP X SKA will submit to a brokerage house of its own choosing (“Brokerage House of MCI VP X SKA”) an order to sell the Shares to the Fund for the Share Price with the order execution date by the Brokerage House of MCI VP X SKA on the Execution Date, with the order being placed on condition (provided in the order) that the Share Price is paid at the moment of order execution (“delivery versus payment”).

2. No later than by 9 April 2015 (inclusive), MCI VP X SKA will have the right to indicate 15 April 2015 (“New Execution Date”) as the order execution day referred to in item 1 by providing the Fund with a written statement indicating the New Execution Date. In that case, by 14 April 2015:

• The Fund will submit to the Fund’s Brokerage House an order to purchase the Shares from MCI VP X SKA for the Share Price with the order execution date by the Fund’s Brokerage House on the New Execution Date and will pay the Share Price in accordance with items 4 and 5 below,
• MCI VP X SKA will have all existing securities on the Shares lifted (unless they are lifted under item 1),
• MCI VP X SKA will submit to the Brokerage House of MCI VP X SKA an order to sell the Shares to the Fund for the Share Price with the order execution date by the Brokerage House of MCI VP X SKA on the New Execution Date, with the order being place on condition (provided in the order) that the Share Price is paid at the moment the order is executed (“delivery versus payment”).

3. Without the other Party’s consent, expressed in writing under the pain of nullity, no Party will revoke or modify the content of its order referred to item 1 or 2 above, nor will they do anything else which could prevent the Fund’s Brokerage House or the Brokerage House of MCI VP X SKA from executing the order referred to in item 1 or 2.
4. The settlement of the Share Price between the Parties will be carried out through the Fund’s Brokerage House and the Brokerage House of MCI VP X SKA.
5. The Fund will deposit and hold funds on a money account in the Fund’s Brokerage House, in the form and amount (corresponding at least to the Share Price) ensuring that MCI VP X SKA receives, on the bank account indicated by MCI VP X SKA, funds equal to the Share Price at the moment the Fund’s Share purchase order referred to in item 1 or 2 is executed, i.e. in accordance with the “delivery versus payment” principle.
6. If any of the obligations specified in items 1, 2, 3 or 5 below is not fulfilled, the defaulting Party will be obligated to pay the other Party a financial penalty of PLN 10,000,000 (ten million zlotys) for each violation.
7. The orders referred to in items 1 or 2 will be executed in accordance with the “delivery versus payment” principle, as specified in item 5, which means that the ownership of Shares will be transferred at the moment the money account of MCI VP X SKA in the Brokerage House of MCI VP X SKA is credited with the full Share Price.

In this report, MCI VP X SKA and the Fund are jointly referred to as “Parties” and individually as “Party”.

Cezary Smorszczewski – President of the Management Board

Tomasz Czechowicz – Vice-President Management Board