Polski Holding Nieruchomości S.A.

Regulatory Filings • Jun 23, 2016

Current report No. 21/2016 of June 23, 2016

Concluding significant agreements resulting in selling assets ofsignificant value between the Issuer's subsidiaries

Legal basis: Article 56.1.2 of the Act on Public Offering - currentand periodical information

The Management Board of Polski Holding Nieruchomości S.A. ("PHN" or"Issuer") hereby informs that on June 23, 2016, companies belonging tothe Issuer's Group - PHN 6 Sp. z o.o. ("PHN 6") and Cuatro Sp. z o.o.("Cuatro"), both based in Warsaw, concluded a significant agreementresulting in the sale by Cuatro and purchase by PHN 6 of PHN 6 ownshares for the purpose of their redemption.

Under resolutions of the Extraordinary General Meeting of Shareholdersof PHN 6 of June 23, 2016, the following activities have been performed:

- Sale by Cuatro of 8,092 shares in PHN 6 with a nominal value of PLN50.00 per share, i.e. with a total nominal value of PLN 404,600.00 and afair value of PLN 36,722.26 per share to PHN 6. PHN 6 purchased its ownshares for the purpose of their redemption. Remuneration due to shareredemption amounts to PLN 296,752,600 and takes into consideration thereduction by the value of the Shareholder's contributions to sharecapital; the amount of PLN 404,600.00 is transferred to supplementarycapital of PHN 6. PHN 6 will pay remuneration for the shares purchasedfor the purpose of redemption on the date of registering share capitaldecrease by transferring financial fixed assets and cash to Cuatro,

- Redeeming 8,092 shares in PHN 6 (23.23% of PHN 6 share capital) bydecreasing the Company's share capital by PLN 404,600.00,

- Increasing PHN 6 share capital by creating 8,092 new shares with anominal value of PLN 50.00 per share and a total value of PLN404,600.00. The new shares have been taken up by Cuatro against afinancial contribution. Share capital increase will be simultaneous toshare capital decrease as a result of share redemption.

Before increasing Cuatro's share capital under resolution on changes inshare capitals, adopted on June 21 and June 22, 2016, described inCurrent report no. 17/2016..... (the "Increase"), 100% of shares andvoting rights at the General Meeting of Shareholders of Cuatro were heldby Warszawski Holding Nieruchomości S.A. ("WHN"). After registering theshare capital increase, the shareholding and voting rights structure atthe General Meeting of Shareholders of Cuatro will be as follows: WHN:76.77%, Dalmor S.A. based in Gdynia: 9.96%, PHN SPV 33 Sp. z o.o. basedin Warsaw: 13.27%.

Before the Increase, the shareholding and voting rights structure at theGeneral Meeting of Shareholders of PHN 6 was as follows: WHN: 76.77%,Dalmor S.A. based in Gdynia: 9.96%, PHN SPV 33 Sp. z o.o. based inWarsaw: 13.27%; after performing and registering the Increase, 100% ofshares and voting rights at the General Meeting of Shareholders of PHN 6will be held by Cuatro. WHN has 90.31% of shares and voting rights atthe General Meeting of Shareholders of Dalmor S.A. The Issuer has 97.89%of shares and voting rights at the General Meeting of Shareholders ofWHN, and 100% of shares and voting rights at the General Meeting ofShareholders of PHN SPV 33 Sp. z o.o.

The value of shares purchased for the purpose of redeeming own shares byPHN 6, and the value of remuneration paid to Cuatro exceeds 10% of theIssuer's equity, so it meets the criterion of assets of significantvalue.

Legal basis: Article 5.1.1 and 5.1.3 in relation with Article 7 and 9of the Regulation of Minister of Finance of February 19, 2009 on currentand periodical information published by issuers of securities and theconditions of recognizing information required by the regulations ofnon-member states as equivalent (Journal of Laws 2009 No. 33, item 259,as amended).