Cognor Holding S.A. — Capital/Financing Update 2021

Jun 10, 2021

Cognor Holding S.A. with its seat in Poraj ("Issuer")announces that on 9 June 2021, the Management Board of its subsidiaryCognor S.A. ("Company") adopted a resolution approving theundertaking of activities aimed at the issue of secured bonds with anominal value of PLN 1,000 (in words: one thousand zlotys) each and upto the total value of PLN 200,000,000 (in words: two hundred millionzlotys) ("Bonds"). On the same day, the Company concludedwith Haitong Bank, S.A., Spółka Akcyjna Oddział w Polsce with its seatin Warsaw ("Haitong Bank") and mBank S.A. with its seat inWarsaw ("mBank"): (i) a mandate agreement under whichHaitong Bank and mBank undertook to arrange the issue of the Bonds, (ii)an agency agreement which specifies the roles performed by Haitong Bankand mBank in connection with the issue of the Bonds and (iii) aguarantee agreement under which Haitong Bank and mBank guarantee theacquisition of the Bonds on the terms set forth therein.Theissue of the Bonds will be carried out pursuant to the Bonds Act ofJanuary 15, 2015. The Bonds will be offered in a way that does notrequire a prospectus in accordance with Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of 14 June 2017 on the prospectusto be published when securities are offered to the public or admitted totrading on a regulated market, and repealing Directive 2003/71/EC. TheBonds will be introduced to the alternative trading system Catalystorganized by the Warsaw Stock Exchange S.A.Thepurpose of the issue of the Bonds will be the repayment of the Company'sexisting credit debt, and the funds that will not be used for suchrepayment will be used towards the Company's development investments,and temporarily (until such investments are implemented) will be used asits working capital.The Bonds will besecured with the following security established for the benefit of thesecurity administrator: surety of the Issuer, surety of Cognor HoldingS.A. sp.k., registered pledge on the enterprise of the Company or itsorganized part, registered pledge on the enterprise of the Issuer or itsorganized part, registered pledge on the enterprise of Cognor HoldingS.A. sp.k. or its organized part, a registered pledge on a collection ofthings and rights (inventories) belonging to the Company, a jointcontractual mortgage on real property owned or in perpetual usufruct ofthe Company, a declaration of submission to enforcement of the Company,a declaration of submission to enforcement of the Issuer and adeclaration of submission to enforcement of Cognor Holding S.A. sp.k.The terms of issue of the Bonds will contain, in specific cases, theobligation to establish additional security in respect of the Bonds, aswell as the right to release certain security in respect of the Bonds.Thedetailed terms and conditions of the issue of the Bonds, including theredemption date and interest rate, will be specified and approved by theManagement Board of the Company at a later stage of the process.