Polski Holding Nieruchomości S.A.

Capital/Financing Update • Mar 25, 2016

Conclusion of a significant loan agreement by one of the Issuer'ssubsidiaries

Current Report No. 8/2016 of March 25, 2016

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

The Management Board of Polski Holding Nieruchomości S.A. (hereinafterthe "Company" or the "Issuer") hereby informs that on March 25, 2016 PHNSPV 33 Sp. z o.o. based in Warsaw (hereinafter "PHN SPV 33"), one of theIssuer's subsidiaries, and ING Bank Śląski S.A. based in Katowiceconcluded a loan agreement. PHN SPV 33 is planning to purchase fromTorus spółka z ograniczoną odpowiedzialnością spółka komandytowa basedin Gdańsk the right of perpetual usufruct of the property located inGdańsk at al. Grunwaldzka 409 and the ownership of the Ferrum andTitanium office buildings located on the property, with an area of ca.25 thousand sq. m as part of the complex known as "Alchemia II" (whichthe Issuer informed of in Current Report No. 37/2015 of November 17,2015).

The subject matter of the agreement is an investment loan of EUR 43.7million (which as at March 24, 2016, i.e. the date preceding the date ofsigning the loan agreement, is the equivalent of PLN 186.8 million basedon the average exchange rate of the National Bank of Poland) as well asa loan in the PLN equivalent of the amount of EUR 12.0 million, based onthe average exchange rate of the National Bank of Poland as at the datepreceding the date on which the property will be bought, in order tofinance VAT on the purchase price.

The period of availability of the investment loan in the form of a VATtranche begins upon signing the loan agreement. The loan (purchasetranche) repayment date falls on the 6th (sixth) anniversary from thetranche disbursement date, whereas for the loan in the form of VATtranche - within 6 (six) months of the tranche disbursement date.

For the purchase tranche, the loan is subject to an interest rate basedon EURIBOR for 3-month deposits in EUR, whereas for the VAT tranche - toWIBOR for 1-month deposits in PLN, plus margin.

Other terms and conditions of the loan agreement, including security, donot significantly differ from standard terms and conditions used in suchagreements.

The basic forms of security of the loan agreement established by PHN SP33, the Issuer and the Issuer's subsidiary (bondholder of PHN SPV 33) tothe benefit of the financing bank include without limitation: (i)mortgages on the perpetual usufruct right to the purchased property,(ii) financial and registered pledge on all shares of PHN SPV 33established by the shareholder, i.e. the Issuer, (iii) financial andregistered pledge on receivables, i.e. bank accounts of PHN SPV 33, (iv)transfer of receivables under agreements concluded by PHN SPV 33 andinsurance agreements (including without limitation insurance concerningthe purchased property), (v) receivables subordination agreement(including without limitation loans and bonds issued by PHN SPV 33within the group and purchased by the Issuer's subsidiary), and (vi)declaration of PHN SPV 33 (as borrower) and the Issuer (as pledgor) ofvoluntary submission to enforcement.

ING Bank Śląski S.A. based in Katowice is not related to the Issuer, PHNSPV 33 or to the individuals managing or supervising the Issuer or PHNSPV 33.

The loan agreement is considered significant due to the fact that itsvalue exceeds 10 percent of the Company's equity.

Legal basis: Article 5.1.3 in relation with Article 9 of theRegulation of Minister of Finance of February 19, 2009 on current andperiodical 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).