Announcement on the convening of the Annual General Meeting of Magna Polonia S.A.

The Management Board of Magna Polonia S.A. (the Issuer, the Company), acting under Article 56(1)(2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, in conjunction with § 38(1)(1) and (3) of the Regulation of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State, hereby publishes the content of the announcement on the convening of the Annual General Meeting of the Company for 28 April 2016, at 12.00 am. The content of the announcement is contained in the appendix to this report.

-> Announcement on the convening of the AGM;

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

30 march 2016

Information about subsidiary agreements

Acting based on Article 56.1 of the Polish Act on offer, with reference to Current Report 2/2016 (12 February 2016) concerning the Restructuring Agreement of 12 February 2016 between its subsidiary: Magna Polonia spółka z ograniczoną odpowiedzialnością in Warsaw („MP”) and Imagis Spółka Akcyjna in Warsaw (“Imagis”), the Management Board of Magna Polonia Spółka Akcyjna (“Issuer”, “Company”) hereby informs that the prerequisites of MP’s obligation (as a creditor of Imagis) requiring it to accept the Imagis stock acquisition offer were not met as specified in the Restructuring Agreement, namelythe condition of no objections having been filed by any Imagis stockholders against the resolutions adopted by the Extraordinary General Meeting of Imagis stockholders which was summoned in line with the Restructuring Agreement (i.e. the attorney representing stockholder Marcin Niewęgłowski filed an objection against: the Imagis capital decrease resolution, the Imagis capital increase resolution and the Imagis property sale resolution) ­– thus causing the prerequisites to be failed, and therefore the Restructuring Agreement have become terminated.

Furthermore, the Management Board of the Issuer hereby informs that, according to the Debt Repayment Agreement of 9 December 2015 between MP and Imagis (the Issuer notified about this subsidiary agreement in Current Report 15/2015 of 9 December 2015 and 2/2016 of 12 February 2016) (“Debt Repayment Agreement”), and as a result of the restructuring petition and the bankruptcy petition which Imagis filed with the court on 16 March 2016, MP’s obligation (as a creditor of Imagis) under the Debt Repayment Agreement to refrain from claiming own receivables against Imagis and satisfying own claims from Imagis assets has expired automatically.

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

17 march 2016

Change of the date of publication of the annual report and consolidated annual report for the financial year 10.01.2014 – 31.12.2015

The Management Board of Magna Polonia Spółka Akcyjna (the Issuer, the Company) makes public the information on the change of the date of publication of the annual report and consolidated annual report for the financial year 01.10.2014 – 31.12.2015, provided in the Current Report No. 1/2016 of 27 January 2016. The Management Board informs that the new date of publication of the above annual reports is set for 18 March 2016.

The previously announced date of publication of the annual report and consolidated annual report for the financial year 01.10.2014 – 31.12.2015 was set for 4 March 2016.

Legal basis: Article 56(1)(2) of the Act on Public Offering and § 103(2) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

29 February 2016

Information about non-compliance with certain principles of corporate governance

The Management Board of Magna Polonia S.A. (“Company”), pursuant to § 29(3) of the Warsaw Stock Exchange Rules, provides a report attached hereto on non-compliance with certain principles included in the set of principles titled Best Practice of GPW Listed Companies 2016.

Raport

Legal basis: § 29(3) of the Warsaw Stock Exchange Rules

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

23 February 2016 

Repurchase and Redemption of Bonds of Series P

The Management Board of Magna Polonia S.A. with its registered office in Warsaw (the Company, the Issuer), acting under § 5(1)(6) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by issuers of securities and conditions for recognition as equivalent of information required by laws of a non-Member State, informs that today it has received a notice from the Brokerage House of PKO Bank Polski S.A. about deregistration from the register kept by the same, on 22 February 2016, of 4,000 (four thousand) ordinary bearer bonds of Series P of the nominal value of PLN 100 (one hundred zlotys) per bond, of the total nominal value of PLN 400,000 (four hundred thousand zlotys), issued by the Company on 14 February 2014. The above-mentioned bonds were deregistered in connection with their repurchase by the Issuer on 18 February 2016. The bondholder of the bonds of Series P was the Issuer’s subsidiary, i.e. the company under the business name Magna Inwestycje Sp. o.o. S.K.A. The bonds were acquired at a price equal to the nominal value of the bonds, i.e. PLN 100.00 per bond. As a result of the repurchase, the bonds were redeemed.

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

23 February 2014

Execution of an agreement by a subsidiary

Działając Management Board of Magna Polonia Spółka Akcyjna (“Issuer”, “Company”), pursuant to Article 56(1)(1) of the Act on Public Offering, hereby informs that on February 12, 2016, Magna Polonia spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (“MP”, “Creditor”), the Comapny’s subsidiary, entered into a Restructuring Agreement with the company Imagis Spółka Akcyjna having its registered office in Warsaw (“Imagis”), the subject matter of which is to determine rules of repayment by Imagis of a financial debt resulting from bank receivables purchased by MP (“Receivables”), described in current report No. 15/2015 (“Restructuring Agreement”).

Pursuant to the provisions of the Restructuring Agreement:

1. The Management Board of Imagis shall convene an Extraordinary General Meeting in order to adopt a resolution on an increase in the share capital, observing preemptive rights, through an issue of shares of Series I with the issue price of PLN 0.10 (ten groszes) per share (after a prior reduction in the share capital of Imagis through a reduction in the nominal value of shares);

2. if the existing shareholders do not take up all shares issued under the increase in the share capital mentioned above, the Management Board of Imagis shall offer the Creditor, within 7 days from the date of expiry of the deadline for shareholders holding preemptive rights to subscribe for shares of Series I, to take up the shares in a quantity of not more than 22,340,568 (twenty two million three hundred forty thousand five hundred sixty-eight) at the price of PLN 0.10 (ten groszes) per share provided that the issue price is settled by contractual deduction of this price against the amount of the Receivables.

The conditions of MP’s commitment to accept the offer in question to acquire shares of Imagis, reserved in favour of MP, are as follows:

1. the Extraordinary General Meeting of Imagis shall adopt a resolution on approval granted by the General Meeting for the sale by Imagis of real property located in Cząstków Polski (“Property”), in whole or in part;

2. at least 30,004,311 shares of Series I in the increased share capital of Imagis shall be taken up by its shareholders (other than Magna Inwestycje spółka z ograniczoną odpowiedzialnością S.K.A. with its registered office in Warsaw) and shall be paid up with a monetary contribution, i.e. in cash; and

3. none of the shareholders of Imagis may object to the resolutions adopted by the Extraordinary General Meeting of Imagis convened in accordance with the Restructuring Agreement nor challenge any of the resolutions adopted by the Extraordinary General Meeting of Imagis convened in accordance with the Restructuring Agreement.

Under the terms of the Restructuring Agreement, in the case where, because of a number of shares taken up by the existing shareholders of Imagis exercising their preemptive rights, the above-mentioned offer to acquire shares of Imagis, addressed by Imagis to MP, covers a number of shares smaller than 22,340,568 (twenty two million three hundred forty thousand five hundred sixty-eight), Imagis – provided that MP accepts this offer – shall repay the Receivables within 14 days from the date of registration of the issue of shares of Series I in the Register of Entrepreneurs, in the amount equal to a product of the amount of PLN 0.10 (ten groszes) and a difference between the number 22,340,568 (twenty two million three hundred forty thousand five hundred sixty-eight) and the number of shares of Series I taken up by MP.

Under the terms of the Restructuring Agreement, if Imagis is not able to offer MP to take up shares of Series I due to the fact that all the shares have been taken up by the existing shareholders exercising their preemptive rights, Imagis shall repay the Receivables within 14 days from the date of registration of the issue of shares of Series I in the Register of Entrepreneurs, in the amount of PLN 2,234,056.80 (two million two hundred thirty-four thousand fifty-six zlotys and eighty groszes).

In accordance with the provisions of the Restructuring Agreement, if the above-mentioned conditions for acceptance of the offer to take up shares are fulfilled, and the shares of Series I in the increased share capital of Imagis are taken up by MP or in the case of absence of such an offer because all the shares of Series I have been taken up by the existing shareholders of Imagis exercising their preemptive rights, provided that the issue of shares of Series I is registered in the Register of Entrepreneurs and that the alternative settlements (described in the two preceding paragraphs) are made, MP will, within 14 days:

1. make a statement remitting part of the Receivables in the amount of PLN 1,464,189.63 (one million four hundred sixty-four thousand one hundred eighty-nine zlotys 63/100);

2. release Imagis from a guarantee granted by this company for receivables against GPS Konsorcjum spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw under guarantee agreement No. 004/3842311WA122031200 of 26 February 2012;

3. enter into an agreement with Imagis as regards repayment of the remaining part of the Receivables.

The agreement referred to above will include the following conditions:

1. the outstanding amount of the Receivables (including interest, which shall be capitalized as of the date of the execution of the agreement) shall be spread out over five equal instalments, payable on an annual basis no later than on 30 June of each year (“Instalments”);

2. in the case where, before all the Instalments are paid, Imagis receives any funds on account of repayment of receivables held by Imagis, specified in the Restructuring Agreement, Imagis shall transfer these funds to MP on account of repayment of the Receivables (up to the amount of the outstanding Receivables) within 7 days after they have been received by Imagis.

3. in the case where, before all the Instalments are paid, Imagis sells all or part of the Property, Imagis shall transfer to MP an amount corresponding to the sale price of all or part of the Property respectively, specified in the contract of sale, on account of repayment of the Receivables (up to the amount of the outstanding Receivables), within 5 days from the date of execution of the contract of sale;

4. the amounts received by MP in accordance with points 2 and 3 above shall be recognized against the Instalments, starting with the final Instalment;

5. interest shall be charged on the outstanding amount of the Receivables, calculated at the following rate: WIBOR 1Y (as of the date of execution of the agreement, updated annually on the 1st of July) + 3%, where the interest shall be due and payable within the payment deadlines of the Instalments;

6. the existing collaterals for the Receivables shall remain in force, in particular, mortgages, a registered pledge on shares of Emapa SA and a blank promissory note.

In addition to other termination conditions specified in the Restructuring Agreement, MP is entitled to terminate the Restructuring Agreement with immediate effect if the funds from the issue of shares of Series I in the amount of PLN 2,500,000.00 (two million five hundred zlotys) are used by Imagis for purposes other than repayment of public-law obligations of Imagis, which may result, in particular, from a decision of the Head of the Fiscal Control Office of 3 November 2015.

At the same time, the Issuer informs about execution by the subsidiary Magna Polonia spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw of an annex to the Debt Repayment Agreement concluded with Imagis on 9 December 2015 (the Issuer informed about execution of this agreement in current report No. 15/2015), in which Imagis agreed to transfer to MP, on account of repayment of the Receivables (up to the amount of the outstanding Receivables), all amounts received by Imagis on account of repayment of receivables held by Imagis, specified in the Restructuring Agreement, within 7 days after they have been received by Imagis.

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

15 February 2016

Publication deadlines for periodical reports on 2016

Pursuant to the provisions of § 103, point 1 of the Regulation of the Minister of Finance, dated 19 February 2009 on current and periodical reporting by issuers of securities and the conditions under which such information may be recognized as being equivalent to information required by laws of a third country (the Regulation), the Management Board of the joint stock company Magna Polonia Spółka Akcyjna (the Issuer, the Company) hereby gives the preliminary deadlines for publishing periodical reports in 2016:

• – Annual Report for the financial year from 1 October 2014 to 31 December 2015 will be made public on 4 March 2016;
• – Consolidated Annual Report for the financial year from 1 October 2014 to 31 December 2015 will be made public on 4 March 2016;
• – Report for Q1 2016 will be made public on 13 May 2016;
• – Report for H1 2016 will be made public on 30 August 2016;
• – Report for Q3 2016 will be made public on 14 November 2016.

Acting pursuant to § 101, point 2 of the Regulation, the Management Board of the Company hereby informs that the Issuer will not publish the quarterly report for Q2 2016. At the same time, acting pursuant to § 101, point 1 of the Regulation, the Management Board of the Company hereby informs that the Issuer will not publish the quarterly report for the last quarter of the financial year running from 1 October 2014 to 31 December 2015.

Furthermore, the Management Board of the Company informs that, in line with the provisions of § 83, point 1 and 3 of the Regulation, the Issuer intends to publish consolidated quarterly reports with financial information and the consolidated semi-annual report with the summary semi-annual financial statements.

Mirosław Janisiewicz – President of the Management Board

Tom Ruhan – Vice-President of the Management Board

27 January 2016

Entering into an agreement by the subsidiary company

The Management Board of the joint stock company Magna Polonia Spółka Akcyjna, with its registered office in Warsaw (“Company”), acting pursuant to Article 56, paragraph 1, point 1 of the Act on Public Offerings, hereby informs that on 9 December 2015, the limited liability company Magna Polonia spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw (“MP”), the subsidiary of the Company, concluded with the joint stock company Imagis Spółka Akcyjna, with its registered office in Warsaw (“Imagis”) the Debt Repayment Agreement to regulate the payment by Imagis of financial obligations under the bank liabilities listed below and acquired by MP from Bank Zachodni WBK S.A., with its registered seat in Wrocław and from Bank BGŻ BNP Paribas S.A., with its registered seat in Warsaw; the said banking liabilities are secured, among all, with mortgages established on real estate owned by Imagis and located in Cząstków Polski. The Issuer hereby underlines that the agreements on the purchase of the said liabilities do not fulfill the criteria applicable for significant agreements and the liabilities themselves the criteria of significant assets.

Under the Debt Repayment Agreement, MP undertook not to take, within 12 months since the establishment by Imagis of collaterals referred to below, any measures to recover or to compensate from the assets of Imagis the following:

1. liabilities acquired from Bank Zachodni WBK S.A., with its registered office in Wrocław, resulting from the overdraft facility agreement, concluded between Imagis and Bank Zachodni WBK S.A. and the investment facility agreement, concluded between Imagis and Bank Zachodni WBK S.A.;

1. 2. liabilities acquired from Bank Zachodni WBK S.A. under the surety granted by Imagis for liabilities of the limited liability company GPS Konsorcjum Spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw and resulting from the overdraft facility agreement, concluded between GPS Konsorcjum Spółka z ograniczoną odpowiedzialnością, with its registered office in Warsaw and Bank Zachodni WBK S.A.;
2. 3. liabilities acquired from Bank BGŻ BNP Paribas S.A, with its registered office in Warsaw, resulting from a non-revolving loan agreement and previously taken over by Imagis from GPS Konsorcjum Sp. z o.o.

for the total amount of PLN 17,073,430.07 (seventeen million seventy three thousand four hundred and thirty zlotys and seven groszys), acquired for the total price of PLN 4,700,000.00 (four million seven hundred thousand zlotys), and the acquisition of the said liabilities by MP will take place upon the disclosure of MP as mortgage creditor in the land and mortgage register kept for the real estate on which the mortgage was established to secure liabilities, based on request filed on this day (entries will be valid retroactively since the date of requests).

12-month validity period may be shortened in cases defined in the Debt Repayment Agreement, and namely if any substantial fact occurs which has or may have an impact on the financial standing of Imagis, and in particular its ability to perform their cash obligations.

 Considering the above, Imagis establishes for the benefit of MP additional sureties for the repayment of the said liabilities, i.e.:

1. a civil law pledge and a registered pledge on all shares held by Imagis in the share capital of the joint stock company Emapa Spółka Akcyjna, with its registered office in Warsaw;

2. a blank promissory note, with a promissory note declaration defining the obligations to be met.

During the term of the aforementioned obligations, interests will be calculated on the said liabilities at WIBOR 1Y rate (as of the date of the Agreement) + 3.00% per year.

Mirosław Janisiewicz – President of the Board

Tom Ruhan – Vice-President of the Board

 9 December 2015

Change of Supervisory Board of Magna Polonia S.A.

The Management Board of Magna Polonia Spółka Akcyjna with the registered office in Warsaw (“Issuer”, “Company”), acting based on Article 56.1.2.(a) of the Act of 29 July 2005 on public offering and introduction of financial instruments to organised trading and on public companies, in connection with §5.1 points 21 and 22 of the Minister of Finance Regulation of 19 February 2009 on current and periodic information provided by issuers of securities, hereby informs that at the session of the Company’s Supervisory Board which took place today, at the registered office of the Company, Mr Sebastian Bogusławski and Mr Tadeusz Pietka filed written statements of resignation from the Supervisory Board Member function, effective at the end of 20 November 2015.The statements did not provide further grounds for such resignation of Mr Tadeusz Pietka and Mr Sebastian Bogusławski.

The Management Board wishes to express thanks to Mr Sebastian Bogusławski and Mr Tadeusz Pietka for their participation in works of the Supervisory Board.

Furthermore, the Management Board of the Issuer hereby informs that at the session of the Supervisory Board which took place today the Supervisory Board added to new members in lieu of the resigned ones, with the new tenure starting on 21 November 2015:Mr Bogusław Piwowar and Mr Przemysław Wipler.The information concerning the new board members are stated below, as required under §28 points 4, 5 and 6 of the Minister of Finance Regulation of 19 February 2009:

Mr Bogusław Piwowar

Mr Bogusław Piwowar completed undergraduate studies at the University of Warsaw, Department of Journalism and Politics. He holds a post-graduate diploma in media law from the Jagiellonian University, Department of Law, a business administration diploma from the Warsaw School of Economics, Department of Management and Finance, and MBA studies.Bogusław is a lecturing professor in the area of PR/lobbying and marketing/advertising.He is an author of several publications in the field of business administration, promotion and lobbying.In 2002, Bogusław was distinguished with the Golden Cross of Honours.He has been closely related with the media since the beginnings of his professional career.In 1989, he was appointed to the Press Office of the Polish Government and, in 1993, the Advertising Director at the National Broadcasting Council.In 1998-2004, Bogusław headed the Management Board and Corporate Office at Telewizja Polska, the Polish national broadcaster.In 2006-2010, he was the Vice President of the Business Centre Club and the Director of BCC’s Lobbying and Education Office.

In July 2009, he was appointed to the Supervisory Board of Telewizja Polska, then elected as its Assisting Chairman and later the acting Chairman (2009).Next, the Supervisory Board delegated Bogusław to become the President of the Management Board until 2 March 2011. On 3 March 2011, he were re-elected into the Supervisory Board, including a period from 6 May to 14 July 2011 when Bogusław was again delegated to work as a member of the Management Board of Telewizja Polska.He was the member of the Management Board also afterwards until August 2015.

According to his statement filed by Mr Bogusław Piwowar, he does not operate an activity that would be competitive towards Magna Polonia, does not participate in any competitive companies or partnerships, as a partner of a general or other partnership or as a member of bodies of a capital company, or in any other competitive legal entity, as a member of its body.According to the statement, Mr Bogusław Piwowar does not have a file in the Register of Insolvent Debtors which is maintained according to the Act on the National Court Register.

Przemysław Wipler

Przemysław graduated from the University of Warsaw, Department of Law and Administration.He majored in tax law and later became a consultant for Deloitte and Ernst & Young, among others.In 2005-2008, Przemysław worked at the Ministry of Economy as the Director of Energy Supply Diversification Department.In 2008-2009, he was the General Director of Jagiellonian Institute.From 2009 to 2011, he was the Vice President of the Management Board of BIO-Alians Sp. z o.o. In 2009, he became the President of the Republican Foundation that he has founded.He was a member of the Supervisory Boards ofPrzedsiębiorstwo Eksploatacji Rurociągów Naftowych Przyjaźń, Przedsiębiorstwo Przeładunku Paliw Płynnych Naftoport, and others.In 2011-2015, Przemysław was elected the Member of Parliament for Tenure VII of Polish Sejm. During that period, he was a member of the Parliamentary Committee for Public Finance, the Committee for Administration and Digitisation, the Permanent Sub-Committee for Tax System Monitoring, and many others.

According to his statement filed by Mr Przemysław Wipler, he does not operate an activity that would be competitive towards Magna Polonia, does not participate in any competitive companies or partnerships, as a partner of a general or other partnership or as a member of bodies of a capital company, or in any other competitive legal entity, as a member of its body.According to the statement, Mr Przemysław Wipler does not have a file in the Register of Insolvent Debtors which is maintained according to the Act on the National Court Register.

Mirosław Janisiewicz – President of Management Board

Tom Ruhan – Vice President of Management Board

20 November 2015

Liquidity Support Programme Joined

The Management Board of Magna Polonia Spółka Akcyjna (Issuer, Company) informs that, according to the notice of the Management Board of Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) dated n 5 October 2015, starting on that day the Company has joined the Liquidity Support Programme.At the time of the Company joining the Liquidity Support Programme, its stocks cease to be qualified in the Lower Liquidity Space.According to Division IV §3 of the Detailed Exchange Trading Rules in UTP System, the listing system will be changed as a result of discontinuing the Lower Liquidity Space qualification of its stocks at the trading session of 8 October 2015.

Mirosław Janisiewicz – the President of the Management Board

Edyta Słomska – Commercial Proxy

5 October 2015