Conclusion of an investment agreement - a reference agreement

The Management Board of the Company Integer.pl S.A. with its registered office in Cracow ("Issuer") informs that on 20 April 2012 an investment agreement was concluded between the Issuer, Inpost Sp. z o.o. with its registered office in Cracow - a subsidiary of the Issuer ("Inpost Sp. z o.o."), Easy Pack Sp. z o.o. with its registered office in Cracow - a subsidiary of the Issuer ("EasyPack Sp. z o.o."), Asterina Investments S.a. r.l. with its registered office in Luxembourg ("Asterina") and with the participation of PineBridge New Europe Partners II L.P., a limited partnership based in George Town on the Cayman Islands ("PineBridge"). The subject of the agreement is the joint investment of the Issuer, Inpost Sp. z o.o. and Asterina in EasyPack Sp. z o.o. ("Investment Agreement"), under which EasyPak Sp. z o.o. is to develop activities in the field of the development and management of self-service parcel machines on the European market.
As the result of the conclusion of the Investment Agreement, EasyPak Sp. z o.o. will obtain significant funding for the development of a network of self-service parcel machines in several European countries. A business model of EasyPack involves renting boxes in self-service parcel machines to different post-office and logistics operators.
The Investment Agreement was concluded under the condition precedent of obtaining a decision accepting the concentration of entrepreneurs from the President of the Office for Competition and Consumer Protection.
Under the Investment Agreement:
a) Investment in EasyPack Sp. z o.o. will be made by the parties in stages, in the period from 11 May 2012 to 30 June 2014;
b) The Issuer shall make cash contributions to EasyPack to cover shares acquired in the increased share capital of EasyPack Sp. z o.o. as well as in-kind contributions, inter alia, in the form of the organised part of the Issuer's enterprise operating as a branch of the Issuer, under the name "Integer.pl S.A. Oddział Paczkomaty in Zabierzowie" - with the total value from EUR 55,000,000;
c) Inpost Sp. z o.o. shall make an in-kind contribution to EasyPack in the form of an organised part of the enterprise Inpost Sp. z o.o. operating as a branch of Inpost Sp. z o.o. under the name "Inpost Sp. z o.o. Oddział Paczkomaty w Krakowie" to cover the shares acquired in the increased share capital of EasyPack Sp. z o.o.
d) Asterina shall make cash contribution to EasyPack to cover the shares acquired in the increased share capital of EasyPack Sp. z o.o. in the amount of EUR 60,000,000;
e) The Issuer and Inpost Sp. z o.o. shall be majority shareholders of EasyPack Sp. z o.o. for the entire investment period;
f) The Issuer and Inpost Sp. z o.o. shall be entitled jointly to appoint four out of seven members of the
Supervisory Board;
g) Funds invested in EasyPack Sp. z o.o. shall be assigned for the purchase of self-service parcel machines and the development of their network in European countries;
h) The principles for the management of the company EasyPack Sp. z o.o. were determined and they will also be introduced to the articles of association of the company EasyPack Sp. z o.o.;
i) The Parties shall not sell the shares of the company EasyPack Sp. z o.o. for the period of four years from the conclusion of the Investment Agreement ("Lock Up"), and thereafter, they determined the principles under which individual shareholders may leave the company.
j) Contractual penalties for the violation of the non-competition clause are stipulated and their maximum value that can be charged to the Issuer amounts to EUR 10,000,000.
k) The possibility of the redemption of a part of shares of individual parties in EasyPack Sp. z o.o. is provided for in the event of the breach of their obligations relating to the contributions to cover shares acquired in EasyPack Sp. z o.o., pursuant to the provisions of the Investment Agreement;
l) The Investment Agreement shall expire at the moment when Asterina exits the EasyPack Sp. z o.o. investment, i.e. until Asterina disposes of all its shares in the company EasyPack Sp. z o.o., however, notwithstanding the foregoing, the Investment Agreement shall expire after 10 years from the date of its conclusion;
At the same time, the Issuer has granted a surety to Asterina under a separate agreement for the obligation of EasyPack Sp. z o.o. to repay the loan amount. The surety has been granted for the period of 6 years up to the total of EUR 11,600,000.
In the implementation of the provisions of the Investment Agreement, PineBridge granted a surety to EasyPack Sp. z o.o. for the obligations of Asterina under the Investment Agreement. The surety has been granted for the period of 6 years up to the total of EUR 50,000,000.
Additionally, in the performance of the obligation under the Investment Agreement, the Issuer has concluded a preliminary agreement with Asterina for the sale of shares of the company Sp. z o.o. ("Preliminary Share Sale Agreement") pursuant to which, in the event when the condition stipulated in this Preliminary Share Sale Agreement occurs, Asterina shall be entitled to acquire Series G Shares of the Issuer under the conditional
increase in the share capital of the Issuer, as referred to hereinbelow, and as a result of exercising rights incorporated in the subscription warrants issued in connection with such an increase. The above may occur only if the Issuer has not redeemed beforehand the shares of Asterina in EasyPack Sp. z o.o. Such a condition is a significant failure of the planned investments in EasyPack Sp. z o.o., which in the opinion of the Management Board of the Issuer is very unlikely.
Therefore, the Issuer shall adopt a resolution on the conditional increase in the share capital of the Issuer, with the exclusion of the pre-emptive right and the right to issue subscription warrants, which will be issued and released free of charge to the company Asterina and which will entitle to acquire Series G Shares of the Issuer issued under the above resolution of the General Meeting of Shareholders of the Issuer (to the maximum amount of 15% of the current share capital of the Issuer). The rights to acquire Series G Shares under the subscription warrants, as referred hereinbelow, may be exercised no later than until 31 December 2018 and only when the aforementioned condition stipulated in the Preliminary Shares Sale Agreement has been fulfilled. On the part of the Issuer, its own funds constitute the source of investments.

On 31 July 2012, the Extraordinary Meeting of Shareholders of EasyPack Sp. z o.o., in the implementation of the provisions of the Investment Agreement, adopted Resolution No. 3 on the increase in the share capital of EasyPack Sp. z o.o. by the amount of PLN 1,089,100 (say: one million eighty nine thousand one hundred zlotys), i.e. to the amount of PLN 1.094.300 (say: one million ninety four thousand three hundred zlotys) through the creation of 21,782 (say: twenty one thousand seven hundred eighty two) shares with a nominal value of PLN 50.00 (say: fifty zlotys) each.

Pursuant to Resolution No. 3 of the Extraordinary Meeting of Shareholders of EasyPack Sp. z o.o., the newly created shares in the share capital were acquired by the following entities in exchange for the contributions described hereinbelow:

The Issuer acquired 5,702 (say: five thousand seven hundred and two) shares in the increased share capital of EasyPack Sp. z o.o. with the total nominal value of PLN 285,100.00 in exchange for an in-kind contribution in the form of 100,048 (one hundred thousand and forty eight) shares of Granatana Limited - a company incorporated under the laws of Cyprus, based in Nicosia, with a total value of EUR 1,000 (say: one thousand euro), claims against Granatana Limited in the amount of EUR 3,589,000 (say: three million five hundred eighty nine thousand euro) for loans granted to Granatana Limited by the Issuer whose funds were effectively transferred to Granatana Limited until 31 July 2012 and the share capital constituting 55% of the share capital of the company incorporated under the laws of Slovakia, Postal Terminals s.r.o., based in Bratislava, with a total value of EUR 55,00, and claims against Postal Terminals

s.r.o. in the amount of EUR 1,100,000 for the loan granted to Postal Terminals s.r.o. by the

Issuer and a cash contribution in the amount of EUR 818,000 (which is the equivalent to PLN

3,386,520). The total equivalent in PLN of the aforementioned cash and in-kind contributions of the Issuer amounted to PLN 23,030,820.00, out of which the equivalent of PLN 285,100.00 was earmarked to pay the nominal value of 5,702 shares acquired by the Issuer, and the remaining part of the contributions was assigned in the form of the capital surplus (agio) for the supplementary capital of EasyPack Sp. z o.o.

Inpost Sp. z o.o. acquired 7,678 (say: seven thousand six hundred seventy eight) shares in the increased capital of EasyPack Sp. z o.o. with a total nominal value of PLN 383,900 (say: three hundred eighty three thousand nine hundred zlotys) in exchange for the in-kind contribution in the form of the Organised Part of the Enterprise of the company Inpost Sp. z o.o. operating in the form of the Branch under the name "Inpost Spółka z ograniczoną odpowiedzialnością Oddział Paczkomaty w Krakowie" owned by Inpost Sp. z o.o., of the value of EUR 7,000,000.00 (seven million euro), which is the equivalent to PLN 28,980,000.00, out of which the equivalent of PLN 383,900.00 was earmarked to pay for the nominal value of 7,678 shares acquired by Inpost Sp. z o.o., and the remaining part of the contribution will be assigned in the form of the capital surplus (agio) for the supplementary capital of EasyPack Sp. z o.o. In the performance of the obligation to cover the shares acquired, an agreement on the transfer of ownership of the Organised Part of the Enterprise operating in the form of a Branch "Inpost Spółka z ograniczoną odpowiedzialnością Oddział Paczkomaty w Krakowie" was concluded between Inpost sp. z o.o. and EasyPack Sp. z o.o.

The Investor acquired 8,402 (say: eight thousand four hundred and two) shares in the increased share capital of EasyPack Sp. z o.o. with a total nominal value of PLN 420,100.00 (say: four hundred and twenty thousand one hundred zlotys) in exchange for the cash contribution in the amount of EUR 10,000,000 (say: ten million euro), which is the equivalent to PLN

41,400,000.00, which was covered by making a contractual deduction of the Investor's claims resulting from the loan agreement concluded with EasyPack Sp. z o.o. on 20 April 2012 with the claim of EasyPack Sp. z o.o. for the contribution to cover shares acquired in the share capital of EasyPack Sp. z o.o., and the amount of PLN 420,100.00 resulting from the conversion of the loan granted by the Investor was earmarked to pay for the nominal value of 8,402 shares acquired by the Investor, and the remaining part of the contributions was assigned in the form of the capital surplus (agio) for the supplementary capital of EasyPack Sp. z o.o.

In connection with the increase in the share capital of EasyPack Sp. z o.o., currently, the Issuer holds

5,784 shares in the share capital of EasyPack Sp. z o.o. with a total nominal value of PLN 289,200.00,

Inpost Sp. z o.o. holds 7.698 shares in the share capital of EasyPack Sp. z o.o. with a total nominal value of PLN 384,900.00, and the Investor holds 8,404 shares in the share capital of EasyPack Sp. z o.o. with a total nominal value of PLN 420,200.00.

At the same time, the Management Board of the Issuer informs that the condition precedent of the Investment Agreement in the form of obtaining a decision accepting the concentration of entrepreneurs from the President of the Office for Competition and Consumer Protection has been fulfilled, and thereby the Investment Agreement has ceased to be conditional.

The Management Board of the Issuer informs also that on 31 July 2012, in the implementation of Resolution No. 14/06/12 of the Ordinary Meeting of Shareholders of the Issuer dated 20 June 2012 on the conditional increase in the share capital with the exclusion of the pre-emptive right, the issuance of subscription warrants with the exclusion of the pre-emptive right and the amendment to the Articles of Association of the Issuer, the content of which is the appendix to the current report of the Issuer no.

54/2012 of 21 June 2012, documents of the subscription warrants acquired have been released to the

Investor.

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