Current report 10/2019

Signing a significant agreement with Alior Bank SA by a subsidiary

The Management Board of INPRO SA (the "Issuer") with its registered office in Gdańsk informs that on 26 April 2019 a subsidiary, Przedsiębiorstwo Budowlane Domesta Sp. z o.o. (KRS 0000061417) (further the "Company") signed investment credit agreement No. U0003356883003 with Alior Bank SA with its registered office in Warsaw ("Alior," the "Bank") on the following terms and conditions:​

1. Object of the agreement: financing and refinancing of a part of expenditure related to the construction of an office building at Jesienna/Budowlanych streets in Gdańsk.
2. Significant conditions of the agreement: The agreement between the Company and the Bank contains standard provisions and is a typical agreement concluded in transactions of that kind. It contains, without limitation, the following provisions:
   1. Credit amount: up to PLN 10,500,000.00.
   2. The financial conditions do not deviate from those commonly used for that type of agreements: the credit interest rate is based on 3 M WIBOR + the Bank's margin; there are the arrangement, quarterly and the de minimis guarantee fees.
   3. Credit drawdown: after credit covenants have been complied with, by 31/10/2020, in tranches.
   4. Credit transaction period: until 15/01/2036.
   5. Repayment conditions: interest repayment on a monthly basis. The principal to be repaid in equal instalments commencing from 15/01/2021, until 15/01/2036.
   6. In addition to establishing legal security for credit repayment and the payment of the fee, the credit launch conditions will include: documenting the borrower's contribution in the amount of 26 %, the submission of tax and social security clearance certificates from the tax office and Social Security Agency as well as of a real property tax clearance certificate, and the submission of office space lease agreements concluded on the terms and conditions set out by the Bank. As regards establishing a mortgage in favour of Alior Bank, the confirmation of filing at a court of a paid-for application for the entry of the security and the payment of relevant civil law transaction tax are the credit launch conditions, too.
3. Legal security for credit repayment:

1. contractual mortgage for Alior Bank SA up to PLN 15,750,000 on the title to real property located in Gdańsk, Jesienna/Budowlanych streets, such property covered by land and mortgage register No. GD1G/00299491/3 kept by the Gdańsk-North District Court in Gdańsk, 3^rd Land and Mortgage Register Division, to secure the repayment of the principal and secondary liabilities: bank commissions, interest and debt collection and enforcement costs.
2. assignment of rights under the insurance policy for the object of the credit,
3. power of attorney to the Company's accounts at the Bank,
4. confirmed transfer of claims from current and future lease agreements concerning the project being credited,
5. borrower's notarised statement on voluntary submission to enforcement in the manner prescribed by Article 777 § 1 item 5 of the Civil Procedure Code up to PLN 21,000,000 with the deadline by which an application for a writ of execution can be filed, that deadline being 15/01/2039,
6. de minimis guarantee by BGK (PLD) up to 10.47 % of the credit amount granted, for 99 months,
7. debt service reserve – a 3-month principal and interest instalment.

1. Additional conditions: the obligation to maintain financial ratios and the office building occupancy rate as set out in the agreement with the identification of boundary conditions for the lease agreements, the transfer of proceeds from lease agreements to the assignment account at the Bank (plus the monthly principal and interest instalment locked at the account). The obligation to advise the Bank in writing of contracting a credit-like liability, e.g. a credit, loan, surety, guarantee, promissory note and other balance-sheet and off-balance-sheet liabilities. Prohibition on loan awards without written consent from the Bank. Maintaining proceeds at the accounts kept at the Bank at the monthly amount not lower than PLN 800,000 and minimum PLN 900,000 from 31/01/2021. If the mortgage for the Bank is not established within 6 months, the Company will be obliged to establish additional security of the value corresponding to the value of the mortgage entry. Domesta is obliged to cover, on its own, capital expenditure exceeding the budget approved by the Bank.
2. If credit repayment is late, the Bank will collect interest on the outstanding amount for the period from the day following the deadline until the payment with reference to the interest rate for overdue credit.
3. The credit agreement does not contain other special conditions deviating from those commonly used in agreements of that kind or provisions pertaining to penalties, whose value would exceed 10 % of the value of that agreement or the equivalent of 200,000 euros with reference to the average rate published for a given currency by the National Bank of Poland and binding on the date of conclusion of that agreement.

The Issuer's significant criterion for agreements is the considerable total value, on the Issuer's scale, of the object of the agreements concluded by the entities belonging to the INPRO Corporate Group with Alior Bank SA during the last 12 months, that value being PLN 38,750,000.

Detailed legal grounds: Article 17 para. 1 of the Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (the market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (also referred to as the MAR)