Current reports

Execution of a significant agreement and grant of a guarantee

Current report number: 6/2016

Data: 21 January 2016

Polish Financial Supervision Authority
Pl. Powstańców Warszawy 1
00-950 Warszawa

Pursuant to §5 clause 1 item 3) and 7) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information to be disclosed by security issuers and on conditions of recognition of information required by the laws of a state that is not a member-state (consolidated text in Journal of Laws Dz.U.2014.133), the Management Board of OEX S.A. hereby informs whom it may concern that on 20 January 2016, the issuer entered into an agreement with OTI Sp. z o.o. with registered office in Poznań, where the issuer is the only shareholder, and with Orange Polska S.A. in which agreement Orange Polska S.A. agreed to transfer from the issuer onto OTI Sp. z o.o. the rights and obligations (including the amounts receivable and payable) of the issuer resulting from the agency agreement between the shareholder and Orange Polska S.A., as the organised part of business of the issuer (earmarked to carry out business activities for Orange Polska S.A.), which is to constitute a contribution in kind in exchange for the newly issued shares in the increased share capital of OTI sp. z o.o. The organised part of business will constitute a contribution in kind as mentioned above to be made on 31 January 2016. As part of the agreement executed as mentioned above, the issuer undertook to provide Orange Polska S.A. with a guarantee of the payment by OTI Sp. z o.o. of the amounts payable for the purchase by OTI Sp. z o.o. from Orange Polska S.A. of merchandise acquired in order to perform the agency agreement taken over from the issuer as well as to pay for all other liabilities of OTI Sp. z o.o. towards Orange Polska S.A. which result from the performance by OTI Sp. z o.o. of the said agency agreement after the day on which the contribution in kind was made.


In the performance of the said agreement, the issuer made a guarantee as mentioned above to Orange Polska S.A. on 21 January 2016. The guarantee was made up to the total sum of PLN 8,000,000.00 (say: eight million Polish zlotys) for the period until OTI Sp. z o.o. has established the target security as per the terms and conditions defined in the agency agreement, not longer than until 31 December 2016.

The criterion in accordance with which the above agreement was deemed a significant agreement and the guarantee was deemed the guarantee mentioned in § 5 clause 1 item 7 of the Regulation mentioned above, is the amount up to which the guarantee was supposed to be made and was actually made, i.e. the amount exceeding 10% of the issuer’s equity.

Legal basis:  Art. 56 clause 1 item 2 of the Offering Act – Current and Periodical Information

Signed:  Rafał Stempniewicz – President of the Management Board