Orbis : Additional Information for the Extraordinary General Meeting of “Orbis” S.A. convened for February 10, 2016

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Current report no. 1/2016 January 14, 2016

Subject: Execution of a preliminary sale agreement of the "Mercure Mrągowo Resort & SPA"

The Management Board of "Orbis" S.A. hereby informs that on January 13, 2016, "Orbis" S.A. (the "Seller") and DEPORIUM INC Sp. z o.o. with its registered address in Raszyn (the "Buyer") executed a preliminary sale agreement (the "Preliminary Agreement") concerning:

1. an organised part of the enterprise formed by the "Mercure Mrągowo Resort & SPA" Hotel located at ul. Giżycka 6 in Mrągowo, presently operating as a branch under the business name of "Orbis" S.A., "Mercure Mragowo Resort & Spa" Hotel Branch in Mrągowo (the "OPE Mrągowo Hotel");

2. the real property, on which the OPE Mrągowo Hotel is operated (the "Real Property"); Pursuant to the Preliminary Agreement:

1. the final sale agreement of the OPE Mrągowo Hotel shall be executed, conditional upon the General Meeting of "Orbis" S.A. Shareholders granting its consent for the said sale, no later than by February 29, 2016;

2. the final sale agreement of the Real Property shall be executed no later than by December 31, 2016 under the conditions of purchase of the OPE Mrągowo Hotel by the Buyer and payment by the Buyer of the rent resulting of the lease of the Real Property.

Simultaneously with the signing of the Preliminary Agreement, the Buyer and the Seller also executed the following:

1. a lease agreement of the Real Property, which shall be binding as from the date of signing of the final agreement of the sale of the OPE Mrągowo Hotel until 31st December 2016, however not longer than until execution of the final sale agreement of the Real Property. According to the terms and conditions of the lease agreement, the total lease rent payable to the Seller for a term of 10 (ten) months shall be equal to a net sum of PLN 1 000 000 (one million), and if the final sale agreement of the Real Property is executed before the expiry of 10 (ten) months, then the value of the rent payable until the end of the agreed lease term (31st December 2016) shall be added to the purchase price of the Real Property;

2. a franchise agreement which comes into effect on the date of purchase of the OPE Mrągowo Hotel by the Buyer and under which the Buyer shall continue to conduct the hotel activity under the "Mercure" brand.

The total value of the sale transaction of the OPE Mrągowo Hotel and the Real Property was agreed to a net sum of PLN 20 000 000 (twenty million Polish zloty) and covers the price for the sale of the OPE Mrągowo Hotel, the price for the sale of the Real Property and the rent for the lease of the Real Property. The above amount includes:

1. The price for the purchase of the OPE Mrągowo Hotel amounting to PLN 400 000 (four hundred thousand Polish zloty). Down-payment equal to the entire price was paid on the date of execution of the Preliminary Agreement.

2. The rent for the lease of Real Property for the period until the execution of final sale agreement of the Real Property in a maximum total amount of PLN 1 000 000 (one million Polish zloty).

3. Price for the purchase of the Real Property amounting to PLN 18 600 000 (eighteen million six hundred thousand Polish zloty). The subject amount shall be paid in accordance with the following arrangements:

4. on the date of execution of the Preliminary Agreement, the Buyer made a down-payment in the amount of PLN 3 100 000 (three million one hundred thousand Polish zloty),

5. the sum of PLN 4 000 000 (four million Polish zloty) shall be paid by the Buyer prior to the signing of the final sale agreement of the Real Property,

6. the sum of PLN 11 500 000 (eleven million five hundred thousand Polish zloty) shall be paid in instalments, by December 31, 2019. Payment of this amount shall be secured by mortgage established on the Real Property.

The sale price of the Real Property specified under subsection b) above may be increased by adding an appropriate amount of the rent for the lease of the Real Property, referred to in point 2, as specified above.

The decision on sale of OPE Hotel Mrągowo and Real Property is in line with the strategy of "Orbis" S.A. asset optimization.




Legal Grounds: Article 56.1.1 of the Act of July 29, 2005, on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Official Journal "Dz.U." No. 2013, item 1382).







"Orbis" S.A., ul. Bracka 16, 00-028 Warsaw, registered in the District Court for the Capital City of Warsaw, XII Commercial Division, National Court Register [KRS], Register of Business Operators no. 0000022622, share capital of PLN 92,154,016 (paid-up in full), tax identification number NIP 526-025-04-69.