Polski Holding Nieruchomości S.A.

Share Issue/Capital Change • Jun 22, 2016

Current report No. 16/2016 of June 22, 2016

Concluding significant agreements resulting in selling assets ofsignificant value by the Issuer's subsidiaries and purchasing them byother subsidiaries of the Issuer

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 the"Issuer") hereby informs that on June 21, 2016, the Issuer'ssubsidiaries: PHN 6 Sp. z o.o. ("PHN 6"), PHN 3 Sp. z o.o. ("PHN 3"),PHN FOKSAL PHN 4 Sp. z o.o. S.K.A. ("PHN FOKSAL") and PHN SPV 11 PHN 4Sp. z o.o. S.K.A. ("PHN SPV 11") concluded agreements resulting in thesale by PHN 6 and purchase by PHN SPV 11, and the sale by PHN 3 andpurchase by PHN FOKSAL, of debts in the form of bonds whose total valueexceeded 10% of the Issuer's equity.

By resolution of the Extraordinary General Meeting of PHN SPV 11 of June21, 2016, the share capital of PHN SPV 11 was increased from PLN3,099,950 to PLN 16,474,950, i.e. by PLN 13,375,000, by issuing 267,500new, ordinary registered B series shares with a nominal value of PLN 50each, which have been taken up by PHN 6 for a total issue price of PLN165.4 million, against in-kind contribution of bonds issued by PHN SPV11 and held by PHN 6.

By resolution of the Extraordinary General Meeting of PHN FOKSAL of June21, 2016, the share capital of PHN FOKSAL was increased from PLN 50,000to PLN 60,000, i.e. by PLN 10,000, by issuing 200 new, ordinaryregistered B series shares with a nominal value of PLN 50 each, whichhave been taken up by PHN 3 for a total issue price of PLN 35.4 million,against in-kind contribution of bonds issued by PHN FOKSAL and held byPHN 3.

Prior to increasing the share capital of PHN FOKSAL, PHN 3 held noshares in PHN FOKSAL, and after the increase PHN 3 will have 16.67% ofPHN FOKSAL share capital. Prior to increasing the share capital of PHNSPV 11, PHN 6 held no shares in PHN 11, and after the increase PHN 6will have 81.18% of PHN SPV 11 share capital.

Bonds issued by PHN SPV 11 and PHN FOKSAL constituting in-kindcontribution were part of fixed assets, and contributing them to PHN SPV11 and PHN FOKSAL by PHN 6 and PHN 3 forms part of restructuring theirdebt and changing the financing of assets by equity in order to improvethe effectiveness of their operations.

The sole general partner in PHN SPV 11 and PHN FOKSAL is PHN 4 Sp. zo.o. based in Warsaw, in which President of the Issuer's ManagementBoard serves as Vice-President of the Management Board, Vice-Presidentof the Issuer's Management Board serves as President of the ManagementBoard, and Member of the Issuer's Management Board for Finance has thesame function. There are no relations between the persons who manage orsupervise the Issuer and the persons who manage or supervise PHN 3 andPHN 6.

The total value of the agreements exceeds 10% of the Issuer's equity, sothey meet the criterion of agreement of significant value.

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).