Wezwanie na obligacje.

November 17, 2016

PS Holdco sp. z o.o., a company organized under the laws of Poland (the “Offeror”) hereby invites holders of
the Notes (the “Noteholders”), subject to the offer restrictions referred to in “Offer and Distribution
Restrictions” below, to submit tenders to the Offeror to purchase their Notes for cash within a purchase price
range between €450 to €550, in each case inclusive, per €1,000 nominal amount of Notes (the "Purchase Price
Range"), subject to amendment by the offeror in its sole and absolute discretion, on the terms and subject to
the conditions contained in this tender offer memorandum (the “Tender Offer Memorandum”) in accordance
with a modified Dutch auction procedure (as described herein) for the Notes (the “Tender Offer” or “Offer”).
The Offeror proposes to accept for purchase an aggregate nominal amount of the Notes such that the total
amount payable by the Offeror (including all amounts payable in respect of Accrued Interest (as defined
below)) for all of the Notes accepted for purchase (if any) by it pursuant to the Tender Offer (the “Offer
Consideration”) will be not more than €5,000,000 (subject to rounding) (the “Total Offer Funds Available”).
The Offeror and its sole shareholder, Mr. Przemysław Sztuczkowski , hold approximately 67.5%, in aggregate,
of the shares of the Company. The Offeror currently holds none of the Notes, and Mr. Przemysław
Sztuczkowski currently holds approximately €638,125 in principal amount of Notes.
 
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the
trust deed governing the Notes or in the Tender Offer Memorandum. The Tender Offer will be made solely by, and
subject to terms and conditions set forth in, the Tender Offer Memorandum, copies of which are available to holders
directly from the Dealer Manager, subject to the offer and distribution restrictions set out in the Tender Offer
Memorandum.
Subject to a minimum tender of €10,000 in principal amount of Notes per holder, the amount in cash in euro to be paid
for each €1,000 principal amount of the Notes accepted for purchase pursuant to each Offer will be determined by the
Offeror in its sole and absolute discretion in accordance with the modified Dutch auction procedures described in the
Tender Offer Memorandum and subject to the Clearing Purchase Price. The Offeror will determine (in its sole and
absolute discretion) a purchase price (the “Clearing Purchase Price”) for the Notes (excluding accrued and unpaid
interest thereof up to but not including the Payment Date (“Accrued Interest”)) within the Purchase Price Range that
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will allow the Offeror to purchase up to the applicable Total Offer Funds Available at the Clearing Purchase Price
(subject to rounding and pro ration) or such lesser amount of Notes as are validly tendered and not properly withdrawn.
The Offer is not conditioned on any minimum number of Notes being tendered. If the aggregate principal amount of
Notes validly tendered is such that no Clearing Purchase Price within the PurchasePriceRange allows the Offeror to
spend at least the Total Offer Funds Available, all Notes tendered will be accepted and the highest Offer Price selected
by a tendering Holder will be paid to all tendering Holders.
In the event that the principal amount of Notes validly tendered on or prior to the Expiration Date at or below the
Clearing Purchase Price exceeds the Offer Consideration, then, in accordance with the terms and subject to the
conditions of the Offer, the Offeror will accept for purchase first, all Notes validly tendered and not withdrawn below
Clearing Purchase Price and, thereafter, Notes validly tendered and not withdrawn at the Clearing Purchase Price on a
pro rata basis from among such tendered Notes (with appropriate adjustments to avoid purchases of Notes in a
principal amount other than an integral multiple of €10,000 and a minimum retention by such Noteholder of €10,000 if
less than all of such Notes are accepted in the Tender Offer).