AAA

Current report:

Pledge on shares in a subsidiary

Report number: 5/2011 day: 2011-03-03

Legal basis

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

Content of the report:

The Board of Management of Barlinek S.A. (henceforth referred to as the "Issuer" or the "Company") - with reference to current report number 18/2010 of 3 August 2010 concerning 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") and current report number 2/2011 of 1 February 2011 – hereby announces that on 2 March 2011 it received information that in implementing the provisions of the Credit Agreement, the following agreements were signed on 28 February 2011 establishing safeguards on repayment of the credit granted as part of the Credit Agreement:

(i) a pledge agreement between the Company and EBRD pursuant to which a pledge was made to EBRD on shares in Barlinek Invest capital belonging to the Company, with a total nominal value of 131,471,879.00 UAH, equivalent to 47,592.820 PLN according to the NBP average rate published on 28 February 2011, constituting 62.3665% of the share capital in Barlinek Invest and carrying the entitlement to 62.3665% of the total number of votes at the partners meeting of Barlinek Invest; the book value of the shares pledged according to the Company's ledgers was 45,428,099.94 PLN on 28 February 2011; and

(ii) a pledge agreement between Barlinek Cyprus Limited (a Cypriot subsidiary of the Issuer, henceforth referred to as "Barlinek Cyprus") and EBRD pursuant to which a pledge was made to EBRD on shares in Barlinek Invest capital belonging to Barlinek Cyprus, with a total nominal value of 77,208,384.00 UAH, equivalent to 27,949,435 PLN according to the NBP average rate published on 28 February 2011, constituting 36.6255% of the share capital in Barlinek Invest and carrying the entitlement to 36.6255% of the total number of votes at the partners meeting of Barlinek Invest; the book value of the shares pledged according to Barlinek Cyprus's ledgers was 0 EUR on 28 February 2011, equivalent to 0 PLN according to the NBP average rate published on 28 February 2011.

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 39,763,000 PLN according to the average rate published by NBP on 28 February 2011, the interest on the credit and all fees and commission paid on the basis of the Credit Agreement.

The shares in the share capital of Barlinek Invest which are the subject of the aforementioned pledges are long-term capital investments for their owners, i.e. as appropriate for the Company and Barlinek Cyprus.

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

§ 5 paragraph 1 item 1 of the Ordinance of the Minister of Finance of 19 February 2009 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 (Journal of Laws No 33/2009, item 259)and art. 56 paragraph 1 item 2 of the Public Offering and Conditions for Introducing Financial Instruments into Organised Trading Systems/Public Companies Act(Journal of Laws No 184 item 1539 as amended).