Warsaw, September 2011

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Marvipol S.A. Convertible Bonds

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1. Issue Parameters

2. Information on Issuer

3. Developing Activity

4. Automotive Segment

5. Carwash Segment

6. Selected Financial Data

7. Market Environment

8. Issue Goal

9. Convertible Bonds

10. Methodology of Analysis

11. Competitive Advantages

12. Risk Factors

13. Contact

Agenda

Issue Parameters Interest WIBOR3M + 4.29 p.p.

Interest type Floating

Interest payment Quarterly

Redemption period 3 years

Issue goal Acquisition of construction land lots in Warsaw in order to execute new development projects and increase the working capital

Conversion parameters

Possible conversion dates Conversion price

16.03.2012; 16.09.2012 PLN 11

16.03.2013; 16.09.2013 PLN 12

16.03.2014; 16.09.2014 PLN 13

Issue value Up to PLN 50,000,000

Minimum subscription PLN 210,000

Nominal value PLN 1,000

Issue price Equal to nominal value

Subscription dates 26.08.2011 – 15.09.2011

Bond allocation date 16.09.2011 3

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At present the business activity of the Marvipol group focuses on three industry segments: developing activity, car sales and carwash operations.

Marvipol S.A. is entered in the register of entrepreneurs of the National Court Register under the KRS number KRS 0000250733, it has been assigned the Statistical Number REGON 011927062 and the Taxpayer Identification Number NIP 526-12-11-046.

The registered seat of Marvipol S.A. is located in Warsaw at Stawki 3A.

1996 Establishing Marvipol Sp. z o.o., initially providing services connected with the early

stages of the developing process

1997 Expanding business activity by the carwash segment through creating the first

location under the name of Robo Wash Center

2000 Commencing independent execution of developing projects of residential nature

2004 Expanding business activity by luxury cars sales segment (import and dealership

network)

19 czerwca 2008 r. Floating on the main market of the Warsaw Stock Exchange

Information on Issuer

100%

Developing activity

100%

0,21%

100%

Zielona Italia Sp. z o. o.

JLR Polska Sp. z o. o.

100% 100%

100% 100%

Caterham Polska Sp. z o. o.

100% 100%

M Automotive

Sp. z o. o.

Marvipol TM Sp. z o. o.

*Direct activity of Marvipol S.A. encompassess the operation of the carwash segment as well as the following development projects: Villa Avanti, Apartamenty Mokotów Park, Hill Park Apartments, as well as the planned investments in the Warsaw districts of Bielany and Żolibórz and in Mikołajki.

Group Structure

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99,79%

JLR Gdańsk Sp. z o. o.

Prosta 32 Sp. z o. o.

Marvipol

Development Sp. z o. o.

JLR Centrum Sp. z o. o.

JLR Łódź Sp. z o. o.

AML Polska Sp. z o. o.

Lotus Warszawa

Sp. z o. o.

Marvipol Property

Sp. z o. o.

Marvipol Capital Sp. z o. o.

P.Z-BUD Sp. z o. o.

Mokotów

Park Sp. z o. o.

Marvipol S.A.*

Car sales Other

100% 100%

100% 100% 100%

100%

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Mariusz Wojciech Książek – Company founder, from the beginning of its operation (May 1996) President of the Management Board, since April 2010 Chairman of the Supervisory Board; throughout the period of operation the largest stockholder (shareholder).

Andrzej Nizio – Company founder, from the beginning of its operation Deputy President of the Management Board, since April 2010 President of the Management Board, minority shareholder.

Cosinda Holdings Limited – subsidiary of Mariusz Wojciech Książek, who holds 95% shares, and Andrzej Nizio, who holds 5% shares.

Shareholding Structure

Mariusz Wojciech Książek 80,23%

Cosinda Holdings Limited 10,06%

Andrzej Nizio 4,32%

Own shares 1,71%

Other entities 3,68%

Developing Activity

At the early stage of its operations (from 1996) the issuer focused solely on services related to the initial stage of the developing process. Since 2000 the Company has been executing its own comprehensive investment projects, encompassing the whole developing process. The Company executes investments in the scope of:

Popular flats of higher standard,

Apartments,

Office premises,

Service premises.

From the beginning of its operation Marvipol S.A. completed 14 investments and transferred over 1760 premises for use. The Company holds a Developer Certificate and is a member of the Polish Developer Companies Association.

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Completed, Pending and Planned Projects

Completed Projects 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Stawki Residence

Dom pod Klonem

Międzynarodowa Residence

Bielański Dom

Dom Przy Agorze

Kazimierzowska Residence

Villa Marina

Villa Cameratta

Mokotów Residence

Wiatraczna Residence

Osiedle Platany

Villa Cavaletti

Pending and Planned Projects

Villa Avanti

Melody Park

Prosta Tower (commercial project)

Apartamenty Mokotów Park (stage 1)

Zielona Italia

Apartamenty Mokotów Park (stage 2 and 3)

Hill Park Apartments (2 stages)

Bielany Residence

Powązkowska

Mikołajki duże - Tałty lot

Kłobucka

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Dom przy Agorze Bielany 8 142 m² usable

residential space

Międzynarodowa Residence Praga Południe 5 651 m² usable

residential space Dom pod Klonem

Bielany 5 018 m² usable residential space

Villa Marina Mokotów 5 849 m² usable

residential space

Bielański Dom Bielany 7 436 m² usable

residential space

Stawki Residence Centrum 4 307 m² usable

residential space

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Completed Projects

Mokotów Residence Mokotów 9 079 m² usable

residential space

Wiatraczna Residence Praga Południe 10 515 m²

usable residential space

Osiedle Platany Ursus 18 451m² usable

residential space

Villa Cameratta Bemowo 3 353 m² usable

residential space

Kazimierzowska Residence Mokotów 10 982 m² usable

residential space

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Villa Cavaletti Mokotów 3 354 m² usable

residential space

Completed Projects

Melody Park Mokotów 22 575 m² usable

residential space

Prosta Tower - offices Wola 5 309 m²

Villa Avanti Praga Południe 2 914 m² usable

residential space

Complered Projects during Sales and Pending Projects

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Zielona Italia Włochy 55 726 m² usable

residential space

Mokotów Park 3 stages Mokotów 29 900 m² usable

residential space

Hill Park Apartments 2 stages Bielany 16 300 m² usable

residential space

Prepared or Pending Projects

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Powązkowska Żoliborz 19 200 m² usable

residential space

Bielany Residence Bielany 23 500 m² usable

residential space

Kłobucka Border between Mokotów and

Ursynów 140 000 m² usable residential space

Kazimierzowska Residence and Mokotów Residence

Luxury apartment building in Kazimierzowska 43, Mokotów – transferred for use in 2006 (usable residential space: 10 982 m²).

In the 10-floor modern building there are several dozen apartments and flats with the surface of up to over 200 m². Some are equipped with small private winter gardens.

Luxury apartment building in Pory 61, Mokotów – transferred for use in 2008 (usable residential space: 9 079 m²). Mokotów Residence encompasses 112 flats and apartments with the surface from 36 m² to over 180 m². Each of them is equipped with a balcony, while the top floor apartments boast spacious terraces with a city vista.

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Mokotów Park and Zielona Italia apartments In the Lower Mokotów district, in the buffer zone of the Czerniakowskie Lake Reserve, three luxurious apartment buildings are planned (usable residential space: 29,900 m², 3 stages). Stage 1 encompasses 123 apartments, their surface ranging from 36.9 m² to 156.2 m². The Company plans to start selling Stages 2 and 3 in September/October 2011. Planned date of transferring Stage 1 for use: Q3 2011 (already 91% of Stage 1 apartments sold)

In the Warsaw district of Włochy a small town will be created on the area of 6 hectares, encompassing nine buildings, main market square, squares, own streets and playgrounds as well as sports areas, such as tennis courts, playing fields or running routes. Planned date of transferring first apartments for use: Q4 2012 (already ca. 280 flats sold)

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Hill Park Apartments and Bielany Residence Hill Park Apartments project encompasses luxurious four-apartment buildings at a spacious green land lot (usable residential space: 16 300 m² - 2 stages). The land lot is located in close vicinity of the Młociński Forest, Młociński Park and the New Warsaw Park. Stage 1 covers 52 apartments with the total surface of 9 356 m². Planned date of transferring Stage 1 for use: Q2 2013 (planned date of starting sales: September 2011). In September 2011 the Issuer is planning to commence the

construction of the new Bielany Residence estate in the Warsaw district of Bielany. It will encompass almost 380 apartments (usable residential space: 23 000 m²). Planned date of transferring the first apartments for use: Q1 2014 (planned date of starting sales: September 2011.

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Automotive Segment

Through 100%-controlled companies Marvipol S.A. conducts business activity in the field of imports, sales, service and repair of the following brands: Jaguar, Land Rover, Range Rover, Aston Martin and Caterham. The Group is planning to launch the sales of the Lotus brand vehicles in September 2011. The Group is the Authorised General Importer or the Exclusive Authorised Dealer of the abovementioned brands in Poland.

The strategic goal of the Company is to achieve performance above the market average through the premium-class brands like Jaguar, Land Rover, Range Rover and Lotus and to develop the High Luxury-class brand like Aston Martin and to take the leading position in this segment.

Car sales by brand in Poland between 2005-1H 2011

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0

200

400

600

800

1000

1200

1400

2006 2007 2008 2009 2010 1H 2011

Jaguar Land Rover, Range Rover

Land Rover is a brand of all-terrain vehicles manufactured in Great Britain since 1948. Originally the cars were produced for the army; at present, however, Land Rover focuses on affluent individual customers, offering them luxurious all-terrain vehicles. The company specialises in producing 4x4 cars. At present its offer encompasses 5 models, including to Range Rover models. The producer positions them now as a separate brand. They are characterised by an even higher prestige, quality and prices (from PLN 70 thousand to EUR 150 thousand) than other Land Rover models. In April this year, the new Range Rover Evoque was launched; the first cars will be issued already in September this year.

Automotive Segment

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Automotive Segment

Jaguar: British brand of luxury cars boasting a 75-year long tradition. At present, three Jaguar models are on offer: XK, XJ and XF. The brand’s philosophy assumes creating beautiful and fast vehicles.

Caterham: a niche British brand of light sports cars. The company offers now its Caterham 7 model.

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Automotive Segment

Aston Martin: a British brand of luxurious sports cars. It belongs to the highest segment of luxurious supercars. Since the beginnings of the company, its models are the essence of prestige, technological advancement and sports records. Unique design and manual production make Aston Martin cars conquer the hearts of car lovers with very sophisticated tastes. The prices of new cars belong to the PLN 0.65 to PLN 17 million band.

Lotus: a British brand of sports and racing cars, founded in 1952 by Anthony Colin Bruce Chapman in Hethel (current seat of Lotus) near Norwich. The brand’s cars are characterised by simplicity of execution, great drive and low mass.

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Carwash locations:

Białołęka, ul. Modlińska

Targówek, ul. Wysockiego

Śródmieście, ul. Słomińskiego

Mokotów, ul. Czarnomorska

Włochy, al. Krakowska

Wola, ul. Górczewska

Marvipol holds currently 6 carwash locations in Warsaw. They are associated in the Robo Wash Center chain. In the nearest future it is planned to open one carwash per year on the Warsaw market. The operating profitability of this segment amounted to 16% in 2009. In 2010, a drop in the performance was observed due to one-off events (replacement of equipment for modern equivalents, temporary closing of one location due to road renovation). In H1 2011 the profitability rallied again to 16%.

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Carwash Segment

Balance Sheet 2009 converted1

2010 1H 2011

Equity 109 864 147 124 177 805

Long-term liabilities, of which: 42 182 118 523 272 853

- Bank loans 30 191 17 908 104 706

-Bonds 0 87 588 147 547

Short-term liabilities, of which 206 156 200 928 205 632

- Bank loans 57 764 30 426 34 421

- Deferred income (advance payments from customers on account of appartment purchase and interest)

29 540 52 613 58 164

-Bonds 0 17 841 18 708

Balance Sheet Sum 358 202 466 575 656 290

Figures in PLN thousand

Source: Issuer 1 In 2009 a deviation occurred from the adopted accounting principles and was considered erroneous by the Management Board, as a result of which certain financial data was corrected under the supervision of an auditor

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Consolidated Financial Data

Profit and Loss Accounts 2009 converted1

2010 1H 2010 1H 2011

Revenues from recipients, of which: 414 978 350 154 177 963 193 266

- Developing activity 259 617 100 629 56 987 72 533

- Car sales 145 355 241 100 116 162 115 864

- Carwash activity 10 777 9 192 5 217 5 506

Operating profit (segment performance + profit on investments), of which:

35 114 42 844 16 432 50 803

- Developing activity 27 216 18 311 7 000 42 748

- Car sales 6 030 19 845 8 765 4 035

- Carwash activity 1 679 (17) 506 845

Gross profit 29 238 35 967 12 609 39 565

Net profit 24 498 29 541 9 930 34 313

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Source: Issuer; 1 In 2009 a deviation occurred from the adopted accounting principles and was considered erroneous by the Management Board, as a result of which certain financial data was

corrected under the supervision of an auditor

Figures in PLN thousand

Consolidated Financial Data

Cash Flow Statement 2009 converted1

2010 1H 2010 1H 2011

Cash from operating activity 78 514 (53 246) 4 508 (145 177)²

Cash from investment activity (1 709) 86 (393) (7 942)

Net cash from financial activity (70 144) 63 593 20 048 139 280

Net change in cash 6 661 10 433 24 163 (13 839)

Cash as at the end of the accounting year 17 187 27 620 41 350 13 781

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Figures in PLN thousand

Source: Issuer 1 In 2009 a deviation occurred from the adopted accounting principles and was considered erroneous by the Management Board, as a result of which certain financial data was corrected under the supervision of an auditor. ² The negative cash flow balance on operating activity results chiefly from: costs related to taking over the land lot in Kłobucka street (ca. PLN 90 million), construction of the Prosta Tower office block (ca. PLN 20 million) and increase in car stock (ca. PLN 20 million).

Number of residential premises sold (units) 245 222 114 199

(260 do 25.08)

Consolidated Financial Data

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Supply on the primary market: according to the report for Q2 2011 prepared by REAS, the primary market offer in the largest cities (Warsaw, Kraków, Wrocław, Tri-City, Poznań, Łódź) has been increasing 7th quarter in a row, reaching the level of 46 thousand flats, and is higher by 29% than last year.

Sales of new apartments: during the last four quarters, the total of ca. 30,000 residential units were sold on the abovementioned markets. Taking into consideration the number of apartments sold by developing companies quoted on the Warsaw Stock Exchange, in H1 2011 sales on the primary market increased by 28% as compared to H1 2010.

Sales efficiency: in Q2 2011 an 18% increase was noted in the relation of the number of apartments sold during the quarter to the offer size, such result being lower by 1 pp as compared to Q1.

Forecasts: the current size of the apartment offer on the primary market must be considered large from the historical perspective. In case of a drop in average sales per investment, developers will be forced to use their own funds or bank loans to a greater extent. In view of the decreasing profitability, companies characterised by a relatively high sales efficiency and the level of realised margin may have an advantage.

Developing Industry Environment

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The 12-month rolling average correcting seasonal events indicates an improvement of the general situation in the construction industry in 2010. In Q2 2011 an improvement in the industry attitude, typical for that time of year, can be observed.

From the point of view of the developing activity, too high a reading of the indicator could mean a risk of a violent increase in the costs of execution, construction materials and an increase in interest rates.

Source: http://www.stat.gov.pl/gus/wskazniki_makroekon_PLK_HTML.htm

-50

-40

-30

-20

-10

0

10

20

30

40

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

12-miesięczna średnia krocząca wskaźnik ogólnego klimatu koniunktury

Developing Industry Environment

[12-month rolling average] [General economic climate indicator]

As the Polish society gets richer, the number of people grows who can afford to buy cars which are generally considered luxurious. The perception of luxury is to a large extent a subjective issue as regards the automotive sector. /KPMG RESEARCH in Poland, Luxury goods market, Issue 2011/

Source: Own study based on: Polish Automotive Industry Association on the basis of declarations submitted by member companies. *brands classified as luxurious: Audi, BMW, Jaguar, Land Rover, Lexus, Mercedes, Porsche, Saab, Volvo.

Sales of new passenger cars of luxury brands* (items)

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15 000

17 500

20 000

22 500

25 000

2008 2009 2010

Car Sales Environment

Funds obtained from the issue will be allocated to the purchase of land lots in Warsaw in order to execute new developing projects and to increasing the working capital.

Funds from the issue of D-series bonds will be allocated to the purchase of other land lots which the Issuer has not yet identified publicly and to increasing the working capital.

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Kłobucka

In June 2011, the Issuer finalised purchase transactions for 100% shares in Przedsiębiorstwo Zaopatrzenia Budownictwa P.Z.-BUD Sp. z o.o. for the amount of PLN 89,722 thousand. Through this transaction Marvipol aimed above all at obtaining the main asset in possession of the entity taken over, i.e. the right of perpetual usufruct to the land real estate in Kłobucka 8 in Warsaw. The Company is planning to build a residential estate in the said lot with the surface of ca. 140,000 m² of apartment usable space. The Issuer is planning to start constructing Stage 1 of the investment in 2013.

Issue Goal

A convertible bond is a hybrid instrument, i.e. It combines the features od debt and capital instruments. A convertible bond possesses all the features of ordinary bonds, but at the same time provides its Holder with an additional right, but not an obligation, to convert the held bonds to shares on specific days at previously agreed prices. From the financial point of view, analogously to ordinary bonds, convertible bonds offers the Investors a specific rate (slightly lower than in the case of ordinary bonds) and a redemption at a specific time. At the same time it provides the Investors with the possibility of a much higher profit in case of a share price rally through the option of converting the Company bonds held to its shares at a previously agreed price. As a rule, Investors make the decision on conversion when the market price is higher than the previously arranged conversion price which makes it possible to achieve additional return on investment. After the conversion, Investors are naturally entitled to sell the shares at the stock exchange and finish their investment or to continue the investment as shareholders. To conclude, the convertible bonds offered ensure a high interest rate (though lower than in the case of ordinary shares) and the possibility of generating additional profit in case of share price rally.

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Convertible Bond

29

-1500

-1000

-500

0

500

1000

1500

0 3 6 9 12 15 18 21 24 27 30 33 36 months

11 zł 12 zł

11 zł

13 zł

12 zł

13 zł

Purchase rate payment/ possible conversion Redemption

Cash Flow from Bonds and Option of Conversion to Shares

Option of Converting Bonds to Shares

Upon analysing the current developing project portfolio of the Group and the growing earnings on car sales while at the same time taking into consideration the brands and models newly introduced into the market, a significant increase in revenues and a high net profit can be expected in 2012-2013.

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0

5

10

15

20

25Share Price and Conversion Price

Kurs akcji

11

12

13

[Share price]

P/E 5.51

P/BV 1.66

Capitalisation 295 000

Source: www.stooq.pl, 25.08.2011

Analysis Methodology NOBLE Securities analysts conducted an analysis of the financial standing of the Issuer from the point of view of

servicing the bond rate as well as the future bond redemption at the maturity date.

On the one hand, the hitherto operations of the Issuer were analysed together with the historic financial

data. On the other, the analysis was based on the cash flow model during the bond life cycle.

The cash flow model was devised on the basis of assumptions adopted by the issuer and subsequently

subjected to critical scrutiny. An assumption was adopted that the Issuer will be able to obtain bank financing

at arm’s length conditions for constructing own new car sales showroom. However, the execution of this

project is not of key importance to the Company’s operations. Additionally – pessimistically from the point of

view of solvency – execution of two new projects was assumed (in Bielany and Żoliborz) with the use of own

funds and Customers’ payments. The Issuer is now obtaining/refinancing three investment loans which it will

most probably receive and which conservatively were not included in the model. At the same time, revolving

credit prolongation was assumed. Within the scope of sensitivity analysis the Company’s capacity to service its

debt was analysed under the influence of changes in the following factors:

1. Sales prices of apartments and commercial premises,

2. Delays in apartment sales by 3 and 6 months,

3. Significant delay in the sales of premises and a price drop in the investment planned in the Mazuria

region, resulting in only one investment stage being executed during the bond life cycle,

4. Revenues from car sales.

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The model has been tested in many variants. Depending on the assumptions, cash flows of the Issuer differ to a

large extent. However, both in the basis variant and in the alternative variant assuming price drops (in

investments, which according to Noble Securities Analysts are the most sensitive to negative changes in the

market environment) according to the model the cash flow generated by the Company exceed significantly the

level of funds necessary for servicing the debt.

Pursuant to the model, in the pessimistic variant assuming:

10% price drop in all residential investments,

6-month delays in the sales process,

Decrease in the assumed revenues on car sales by ca. 5% in the first year, 10% in the second year and

15% in the third year,

Very significant delays in the sale of premises and price drops at the Mazurian investment and

consequently only one investment stage being completed during the bond life cycle,

the Issuer will be able to service the liabilities arising from the bonds.

Due to the duration of developing investment execution period, prior to redeeming the bonds the Issuer will

most probably be executing new projects which today are not in the initial planning phase. As a result, it is

impossible to forecast cash flows connected with those investments. At the same time, the hitherto activity

and experience of the Issuer make it possible to assume that it will execute further well prepared projects

successfully.

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Analysis Methodology

Known and recognisable brand

Diversified operations encompassing revenues on the sales of residential premises, cars and carwash services

Stable financial situation of the Company and ever improving financial performance

Year-long experience on the development market

High operating margins in the developing segment arising from the operation on the Warsaw market and a large share of advance payments from customers in project financing. Taking into consideration the situation in other European countries, an increase in the importance of Warsaw as compared to the rest of the country is expected.

Reliable execution, interesting projects, functional interiors

The Group is the Authorised General Importer of the Range Rover, Land Rover and Jaguar brands and the sole Authorised Dealer of the Aston Martin, Lotus and Caterham brands in Poland. The Company should benefit from the growing share of the sales of luxury brands in the total number of new cars sold in Poland.

Available financing: the Issuer successfully obtains bank financing for the execution of its projects. The completion of numerous investments and timely payment of loans result in Marvipol enjoying the opinion of a trustworthy partner.

Competitive Advantages of Marvipol S.A.

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Risk arising from sales drop on the automotive market. The crisis on the financial markets might result in a drop in demand for luxury goods, and also have an adverse effect on the automotive market.

Risk arising from delays in car deliveries from the manufacturer. Delays in the deliveries of cars and spare parts might have a negative effect on sales levels and brand image.

Credit risk, F/X risk and interest rate risk. As regards developing activity, the occurrence of F/X risk is possible related to the conversion rates of foreign currencies, as well as the interest rate risks for currencies in which mortgage loans are taken out by the buyers in order to finance the purchase of residential premises. The Capital Group bears the F/X risk related chiefly to the purchase of cars and car parts.

Risk related to the change in construction costs and the dependence of the Capital Group on construction works contractors

Risk related to the concentration of the Group’s operations on the Warsaw residential market.

Risk related to the possibility of acquiring further land lots and to premises’ prices.

As at the date of drafting the Purchase Proposal, the General Shareholders Meeting has not adopted a resolution on amending the Statutes as regards a conditional increase of equity in relation to the issue of Bonds and establishing the date from which the Shares may participate in the dividend. The Issuer undertakes to achieve the registration of the abovementioned resolution by the court by 20 February 2012. The risk exists that such resolution might not be taken or might not be registered by the registration court competent for the Issuer which might render difficult or impossible the acquisition of Shares by the Bond Holders.

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Risk Factors

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Should you wish to obtain further information on the bond issue of

Marvipol S.A. please contact:

Investment Banking Office

NOBLE Securities SA

bbi@noblesecurities.pl

30-081 Kraków

ul. Królewska 57

Contact

Diclaimer The present material is related to the planned issue of bearer convertible bonds by Marvipol S.A. with its registered seat in Warsaw by way of a public offering („Issuer”, „Bonds”).

The Bond Offer will be conducted in the mode stipulated under Article 9 item 1 of the Act dated 29 June 1995 on bonds (uniform text: Journal of Laws Dz.U. Of 2001, No. 120, Item 1300 as amended) and under Article 7 sec. 3 item 2 of the Act dated 29 July 2005 on public offers and the conditions of introducing financial instruments into organised trading system and on public companies (uniform text: Journal of Laws Dz.U. of 2009, No. 185, item 1439, as amended) („Act on offer”) without the necessity to prepare an issue prospectus or an information memorandum in the meaning of the Act on Offer, based on the Bond acquisition proposal published by NOBLE Securities S.A..

The public offering of Bonds will be addressed solely to investors, each of whom must acquire the Bonds in the value, calculated at their issue price, of at least EUR 50,000 on the day of establishing the Bond issue price. Detailed arrangements in this respect will be contained in the Bond acquisition proposal.

After conducting the Bond offer the Issuer will undertake actions aimed at their introduction into trading in the alternative trading system conducted by the Warsaw Stock Exchange („GPW”) without the necessity of drafting an issue prospectus or an information memorandum and solely based on the information note specified in the regulations relevant for the CATALYST market (bond market), while the present material does not constitute such document.

This Presentation contains information sources which the Issuer considers reliable and precise; however, it is not guaranteed that they are exhaustive and fully reflect the actual situation. The present material may contain statements pertaining to the future which are encumbered by a number of risks and which might differ considerably from actual results, which constitutes an investment risk.

Information contained in the Presentation were not subject to independent review and in any case may be subject to changes. The publication of data contained in the Presentation by the Issuer does not constitute a violation of legal provisions binding on companies whose shares are quoted on the regulated market, in particular the regulated market managed by the Warsaw Stock Exchange. Information contained in the Presentation have been made public by the Issuer within the scope of current or periodic reports or constitute their supplement and at the same time do not give ground to publishing them through the discharge of the information obligation by the Issuer as a public company.

The Issuer is not obligated to publish updates or changes of information, data and representations contained in this Presentation in case of a change in the Issuer’s strategy or intentions or the occurrence of unforeseeable facts or circumstances which might have an influence on the said strategy or intentions of the Issuer, unless such an obligation arises from the binding provisions of law.

This Presentation may not be treated as a suggestion to purchase securities, offer, invitation or encouragement to submit a purchase offer, make an investment or conclude a transaction pertaining to the said securities or a recommendation to conclude any transactions, in particular pertaining to the Issuer’s securities.

This material does not constitute an offer in the meaning of Article 66 of the Act dated 23 April 1964 Civil Code (Journal of Laws Dz.U. No. 16 item 93 as amended).

Neither the present material nor any provision hereof constitutes an investment recommendation. No provision contained in the present material constitutes an investment, legal or tax advice nor an indication that any investment or strategy is appropriate and adequate to the level of investment knowledge of the investor as regards financial instruments and the investor’s investment experience.

Neither the Issuer, nor NOBLE Securities S.A., nor any other person or entity related to the Issuer or NOBLE Securities S.A. will be held liable for the effects and consequences of decisions taken on the basis of this Presentation or any information contained herein. Liability for decisions taken on the basis of the present material will be borne solely by the persons or entities using it.

Persons and entities interested in participating in the Bond public offer are invited to contact NOBLE Securities S.A. in order to establish the possibility of receiving a given investor’s subscription for Bonds. The condition precedent for accepting the subscription is the prior submission to NOBLE Securities S.A. of the basic information pertaining to the investor’s level of investment knowledge as regards financial instruments and investment experience, taking into consideration the binding provisions of law and requirements specified by NOBLE Securities S.A., as well as pertaining to the financial situation of the investor and the status of his/her/its property necessary for assessing whether the Bonds might potentially constitute the proper type of investment for the given investor.

An investor interested in acquiring Bonds in the public offering should in particular become familiar with the Bond acquisition proposal containing the issue conditions which will be published by NOBLE Securities S.A., in particular through an online announcement.

This Presentation is not meant to be published or disseminated within the territory of the United States of America, Australia, Canada, Japan and other countries where public dissemination of documents or information contained therein may be subject to limitations or be prohibited under binding provisions of law and subscriptions for Bonds will not be accepted from investors from these and such countries.

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