AAA

Current report:

Safeguarding a major credit agreement

Report number: 2/2011 day: 2011-02-01

Legal basis

Art. 56 paragraph 1 item 2 of the Public Offering Act - current and periodic information

Contents of the report:

The Management Board of Barlinek S.A. (henceforth referred to as the "Issuer" or the "Company") - with reference to current report 18/2010 of 3 August 2010 regarding the credit agreement (henceforth referred to as the "Credit Agreement") between Barlinek Invest sp. z o.o. (a Ukrainian subsidiary of the Issuer, henceforth referred to as "Barlinek Invest") and the European Bank for Reconstruction and Development (henceforth referred to as "EBRD") – hereby announces that on 31 January 2011 it received information that in carrying out the provisions of the Credit Agreement the following agreements were signed establishing safeguards on the repayment of credit granted on the basis of the Credit Agreement:

1. on 27 January 2011, the following were signed:

(i) a cession agreement between Barlinek Invest, Barlinek Ukraina ltd. (a Ukrainian subsidiary of the Issuer, henceforth referred to as "Barlinek Ukraina") and the EBRD, on the basis of which a bank transfer was made to safeguard the rights arising from the insurance policies of Barlinek Invest and Barlinek Ukraina;

(ii) a cession agreement between Barlinek Ukraina and EBRD, on the basis of which a bank transfer was made to safeguard the rights arising from the insurance policies of Barlinek Ukraina;

(iii) a pledge agreement between Barlinek Ukraina and EBRD under which the claims connected with bank accounts belonging to Barlinek Ukraina were pledged to EBRD;

(iV) a pledge agreement between Barlinek Invest and EBRD under which the claims connected with bank accounts belonging to Barlinek Invest were pledged to EBRD;

(v) a pledge agreement between Barlinek Invest and EBRD under which claims arising from trade agreements signed by Barlinek Invest were pledged to EBRD;

(vi) a pledge agreement between Barlinek Ukraina and EBRD under which all the movable property belonging to Barlinek Ukraina was pledged to EBRD. The book value of the assets in Barlinek Ukraina's account books on 31 January 2011 stood at 2,084,526.22 UAH, equivalent to 745,426.58 PLN according to the average rate published by NBP on 31 January 2011;

(vii) a pledge agreement between Barlinek Invest and EBRD under which all the movable property belonging to Barlinek Invest was pledged to EBRD. The book value of the assets in Barlinek Invest's account books on 31 January 2011 stood at 186.262.858,02 UAH, equivalent to 66.607.598,03 PLN according to the average rate published by NBP on 31 January 2011;

(viii) a pledge agreement between Barlinek Invest and EBRD under which a pledge was made on the shares in Barlinek Ukraina's capital belonging to Barlinek Invest with a nominal value of 3,077.703 UAH, equivalent to 1,100,586.59 PLN according to the average rate published by NBP on 31 January 2011, constituting 99.9% of the share capital of Barlinek Ukraina, entitling to 99.9% of the total number of votes at the shareholder' meeting of Barlinek Ukraina. The book value of the pledged shares in Barlinek Invest's account books on 31 January 2011 was 3,077.703 UAH, equivalent to 1,100,586.59 PLN according to the average rate published by NBP on 31 January 2011,

2. on 28 January 2011, the following were signed:

(i) a mortgage agreement between Barlinek Invest and EBRD under which a mortgage was established to EBRD on the land located in Kosiv (Ukraine) belonging to Barlinek Invest. The book value of the land mortgaged in Barlinek Invest's account books on 31 January 2011 was 1,056,671.90 UAH, equivalent to 377,865.87 PLN according to the average rate published by NBP on 31 January 2011;

(ii) a mortgage agreement between Barlinek Invest and EBRD under which a mortgage was established to EBRD on the land located in Vinnitsa (Ukraine) belonging to Barlinek Ukraina; The book value of the land mortgaged in Barlinek Ukraina's account books on 31 January 2011 was 13,411,953.77 UAH, equivalent to 4,796,114.67 PLN according to the average rate published by NBP on 31 January 2011;

(iii) a pledge agreement between Barlinek Luxembourg (a Luxembourg subsidiary of the Issuer, henceforth referred to as "Barlinek Luxembourg") and EBRD under which a pledge was made to EBRD on shares in the capital of Barlinek Cyprus (a Cypriot subsidiary of the Issuer, henceforth referred to as "Barlinek Cyprus") belonging to Barlinek Luxembourg, with a nominal value of 1,799 EUR, equivalent to 7,039.31 PLN according to the average rate published by NBP on 31 January 2011, constituting 99.9% of the share capital of Barlinek Cyprus and entitling to 99.9% of the total number of votes at the shareholder' meeting of Barlinek Cyprus. The book value of the pledged shares in the account books of Barlinek Luxembourg on 31 January 2011 stood at 1,799 EUR, equivalent to 7,039.31 PLN according to the average rate published by NBP on 31 January 2011,

(iv) a pledge agreement between the Company and EBRD under which a pledge was made to EBRD on shares in the capital of Barlinek Cyprus belonging to the Company, with a nominal value of 1 EUR, equivalent to 3.91 PLN according to the average rate published by NBP on 31 January 2011, constituting 0.1% of the share capital of Barlinek Cyprus and entitling to 0.1% of the total number of votes at the partners' meeting of Barlinek Cyprus; the book value of the pledged shares in the Company's account books on 31 January 2011 stood at 3.91 PLN;

(v) a pledge agreement between Barlinek Cyprus and EBRD under which claims connected with bank accounts belonging to Barlinek Cyprus were pledged to EBRD;

All of the safeguards mentioned above were established to safeguard repayment of the credit established on the basis of the Credit Agreement, totalling 10,000,000 EUR equivalent to 39,345,000 PLN according to the average rate published by NBP on 31 January 2011, the interest on the credit and all fees and commission paid on the basis of the Credit Agreement.

Shares in the share capital of Barlinek Cyprus and Barlinek Ukraina, which are subject to the pledges described above, take the form of long-term capital investment for their owners, i.e. Barlinek Luxembourg (owner of the shares in Barlinek Cyprus), the Issuer (owner of the shares in Barlinek Cyprus) and Barlinek Invest (owner of the shares in Barlinek Ukraina) respectively.

There are no connections between the EBRD and persons managing EBRD with the Issuer and persons managing or supervising the Issuer.

The criterion for recognition the aforementioned agreements as significant is the value of the Issuer's equity capital.

Legal basis: Paragraph 5 section 1 item 3 of the Ordinance of the Minister of Finance of 19th February 2009 item regarding current and periodic information to be submitted by issuers of securities and the conditions for recognition as equivalent of the information whose disclosure is required under the laws of a state which is not an EU member state.(Dz. U. Nr 33 poz.259). Art. 56 paragraph 1 item 2 of the Public Offering Act - current and periodic information (Dz. U. 184 poz.1539 z późn. zm.).