Conclusion of an investment credit agreement

Management Board of Arteria S.A. hereby announces the conclusion of an investment credit agreement.

 

1. Date of the execution of the loan agreement: 9 March 2009.

2. Identification of the parties to the agreement:

a) Deutsche Bank PBC S.A., having its registered office at: Warszawa, Al. Armii Ludowej 26;

b) Arteria S.A., having its registered office at: Warszawa, ul. Jana Rosoła 10.

3. Identification of the subject of the agreement: Under the agreement, Arteria S.A. has been granted a loan of PLN 2,600,000.00 (two million six hundred thousand zlotys) which is to be utilized for financing an investment project involving the acquisition of 400 shares representing 100% of shares in the company Gallup Polska Sp. z o.o. The loan agreement has been entered into for a term of 3 years, i.e. the repayment date is 15 March 2012.

4. Identification of material terms and conditions: the material terms and conditions of the loan agreement include:

a) submission, by Arteria S.A., of documents evidencing that it has committed its own funds of PLN 700,000.00 (seven hundred thousand zlotys) towards the acquisition of the shares in Gallup Polska Sp. z o.o.,

b) submission of the agreement for sale and purchase of shares in Gallup Polska Sp. z o.o.,

c) establishment of adequate security for the loan: a blank promissory note furnished by Arteria S.A., by the debt accessor (Arteria Retail S.A.) and the guarantor (Gallup Polska) as well as the establishment of a registered pledge on the shares being acquired.

5. The other terms of the agreement: the loan agreement does not contain provisions that markedly differ from provisions commonly found in loan agreements, including those relating to liquidated damages.

6. Criterion used to classify the loan agreement as a significant value agreement: the amount of the loan being extended to Arteria S.A. exceeds 10% of the Company’s equity.