Grupa Kapitalowa Immobile : Report 41/2016 - Increase of the share capital within the target capital - issuance of series K shares

The Management Board of Grupa Kapitałowa IMMOBILE S.A. with its registered office in Bydgoszcz (the "Company"), announces that yesterday, on the basis of the authorization granted by the Extraordinary General Meeting of 30.12.2013 (Rb no. 139/2013 from 30.12.2013) and entered into article 11 of Articles of Association of the Company and based on the resolution of the Supervisory Board of 10.10.2016, The Management Board passed a resolution in the form of a notarial deed "to increase the share capital of the Company within the authorized capital, through the issuance of ordinary bearer shares of series K with simultaneous exclusion of pre-emptive rights for current shareholders and modification in the Articles of Association"

This resolution provides that:

1. there shall be increased - within the target capital - share capital of the Company from the amount of 18.215.733 PLN to the amount of 18.840.733 PLN, what represents the amount of 625.000 PLN.

2. Increasing of share capital, referred in paragraph 1, shall take place through the issue of 2.500.000 (two million five hundred thousand) new ordinary bearer shares of series K with a nominal value of 0,25 PLN (twenty-five grosz) per share.

3. Ordinary bearer shares of series K, in connection with the application of the Company for their admission to trading on a regulated market, are subjected to dematerialization in accordance with the regulations on trading in financial instruments.

4. All new shares of series K will be offered by private subscription and paid in full in cash in the amount of 6.250.000,00 PLN.

5. Considering the provisions of art. 7, paragraph 10, point 1) of the Act of 29 July 2005 on public offering and conditions of introduction of financial instruments into organized trading and on public

   companies (the "Act on Public Offering"), issuance of series K shares will be carried out without the need for preparation, approval nor public release of the prospectus of the Company.

6. The issue price of series K shares was agreed for an amount of 2,50 PLN per share.

7. The issue price of Series K Shares was determined by the Board acting pursuant to the authorization of Article 11, paragraph 1, point 2) of the Articles of Association of the Company, with the approval of the Supervisory Board, expressed in Resolution No. 1/X/2016 of 10th October 2016.

8. series K shares will be paid in full before the registration of the increase of share capital by a cash contribution in the amount of 6.250.000 PLN.

9. The surplus for the acquisition of shares above their nominal value (Aggio) in the total amount of

   5.625.000 will be transferred to Company's share capital.

10. Acquisition of K series shares will take place by a private placement, as specified in points 4 and 6.

11. As it was specified in the resolution, the deadline for the conclusion of the agreement on acquisition of series K shares, cannot be longer than until 20.10.2016.

12. On the basis of Article 11 paragraph 1, point 4) of Articles of Association of the Company and with the consent of the Supervisory Board expressed in Resolution No. 1/X/2016 of 10th 2016, the pre- emptive rights to series K shares are excluded, which is justified by the need to obtain funds from the issue the stock in the short term due to the current needs of the Company and the small value of the issue in relation to the Company's equity. The Company realizes this in the first place by offering to Entitled Entity the series K shares in exchange for cash contribution.

13. K series shares will participate in dividend starting from 1st January 2016.

14. The Company intends to undertake factual and legal efforts for introducing the Series K Shares to trade on the Warsaw Stock Exchange.

15. In connection with the Company's share capital increase, Article 9, paragraph 1 of the Articles of Association shall be as follows:

    Article 9

16. The Company's share capital amounts to PLN 18.215.733,00 (in words: eighteen million, two hundred fifteen thousand, seven hundred and thirty-three Polish Złoty) and is divided into:

    1/ 8.925.736 (eight million, nine hundred twenty-five thousand, seven hundred and thirty-six) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz), each classified as series A and numbered from 1 to 8.925.736,

    2/ 3.200.132 (three million, two hundred thousand, one hundred and thirty-two) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz) each classified as series B and numbered from 8.925.737 to 12.125.868,

    3/ 1.602.132 (one million, six hundred and two thousand, one hundred and thirtytwo) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz) each classified as series C and numbered from 12.125.869 to 13.728.000,

    4/ 18.147.724 (eighteen million, one hundred and forty-seven thousand, seven hundred and twenty-four) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz) each classified as series D and numbered from 13.728.001 to 31.875.724,

    5/ 1.814.772 (one million, eight hundred and fourteen thousand, seven hundred and seventy- two) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz) each classified as series E and numbered from 31.875.725 to 33.690.496,

    6/ 8.000.000 (eight million) bearer shares with the nominal value of PLN0,25 (twenty-five Polish Grosz) each classified as series F and numbered from 33.690.497 to 41.690.496,

    7/ 28.557.974 (twenty-eight million, five hundred and fifty-seven thousand, nine hundred and seventy-four) bearer shares with the nominal value of PLN0,25 (twenty fine Polish Grosz) each classified as series I and numbered from 41.690.4977 to 70.248.470.

    8/ 2.614.462 (two million, six hundred and fourteen thousand, four hundred and sixty-two) bearer shares with the nominal value of PLN 0,25 (twenty five Polish Grosz) each classified as series J and numbered from 70.248.471 to 72.862.932.

    9/ 625.000 (six hundred and twenty-five thousand) bearer shares with the nominal value of PLN 0,25 (twenty five Polish Grosz) each classified as series K and numbered from 72.862.932 to 73.487.933."

17. The resolution will enter into force on the date of its adoption, with effect from the date of entry in the register of entrepreneurs of the National Court Register.