Notice of invitation to submit offers for the sale of Unibep SA shares

NOTICE OF INVITATION TO SUBMIT OFFERS FOR THE SALE OF UNIBEP SA SHARES

(a joint stock company with its registered office in Bielsk Podlaski and address at 19 3 Maja Street, 17-100 Bielsk Podlaski, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Bialystok, XII Economic Department of the National Court Register under the number KRS 0000231271)

This announcement (the " Notice ") regarding the invitation to submit Offers for the sale of shares of UNIBEP S.A., based in Bielsk Podlaski (the " Company "), was published on [February 4], 2020, in connection with Resolution No. 32 of the Ordinary General Meeting of UNIBEP S.A., based in Bielsk Podlaski, dated June 13, 2017, on: authorization of the Company's Management Board to purchase its own shares and adoption of a program of repurchasing own shares of UNIBEP S.A., amended by Resolution No. 4 of the Extraordinary General Meeting of UNIBEP S.A. with its registered office in Bielsk Podlaski, dated February 28, 2019, on: amending Resolution No. 32 of the Company's Annual General Meeting of June 13, 2017, on authorizing the Company's Management Board to purchase its own shares and adopting a program of repurchasing UNIBEP S.A.'s own shares. (the "Resolutions"), Resolution of the Company's Supervisory Board of [February 3], 2020 on the Supervisory Board's approval of actions to carry out the repurchase of the Company's own shares, and Resolution of the Company's Management Board of [February 4], 2020 on carrying out the repurchase of the Company's own shares.

1. Shares covered by the Notice

The subject of the Notice is no more than 1,500,000 (in words: one million five hundred thousand) bearer shares of the Company, each with a nominal value of PLN 0.10 (ten cents), registered by the NDS under the ISIN code PLUNBEP00015, which are traded on the regulated market operated by the WSE and, as of the date of publication of the Notice, represent 4.28% of the share capital and share in the total number of votes at the Company's General Meeting of Shareholders (the "Shares").

2. The number of shares the Company intends to acquire as a result of the Notice

The Company intends to acquire no more than 1,500,000 (in words: one million five hundred thousand) shares in the Company under this Notice.

3. Purchase Price

The offered purchase price for the Shares under the Notice The Purchase Price is within the limits of the authorization granted to the Company's Board of Directors in the Resolution.

4. Intermediary in the conduct and settlement of the Notice

The entity mediating the conduct and settlement of the Announcement is: Santander Bank Polska S.A. - Santander Brokerage Office, an organizationally separate unit of Santander Bank Polska S.A. with its registered office in Warsaw.
al. Jana Pawła II 17
00-854 Warsaw, Poland
tel. +48 61 856 44 44
https://www.santander.pl/inwestor ,
(„Brokerage”)

5. Announcement Schedule

The Company reserves the right to cancel the Announcement or to abandon the holding of the Announcement both before and after the commencement of the acceptance of the Offers for Sale, as well as to change all unannounced dates. The cancellation of the Announcement may take place in particular in the case described in Section 9 below. In the event of cancellation of the Announcement or change of the dates of the Announcement, the relevant information will be made public on the Company's website (https://unibep.pl/en/investor-zone.html), on the Brokerage's website (https://www.santander.pl/inwestor) and, if required by generally applicable law, in the form of a current report of the Company.

6. Entities entitled to sell shares under the Announcement

Entities entitled to submit Offers to Sell Shares under the Announcement are all Shareholders of the Company. The Shares offered under the Sale Offers must be free of any Encumbrances.

7. Procedure for submitting Offers for Sale

Before submitting an Offer to Sell, Shareholders should familiarize themselves with the procedures and regulations of the Custodian Banks and Investment Firms that maintain the securities accounts or omnibus accounts in which they hold the shares, with regard to the issuance of certificates of deposit and the establishment and release of the blockade on the shares, in particular the time limits applied by the respective Custodian Bank or Investment Firm, as well as the fees charged by the respective Custodian Bank or Investment Firm for performing the above actions.

Shareholders may submit the Sale Offers at branches of Santander Bank Polska S.A. ("PUM") listed in Appendix No. 1 to this Announcement, during the period of acceptance of the Sale Offers (i.e., from [10] to [25] February 2020), on business days from Monday to Friday, during the business hours of the PUM.

A Shareholder intending to submit an Offer for Sale should do the following:

1. submit to the entity that maintains the securities account in which the Shareholder's Shares are deposited an instruction to block the Shares, together with an irrevocable instruction to issue a settlement instruction in favor of the Company in accordance with the terms of the Announcement (Shareholders holding Shares deposited at a Brokerage Office shall submit an instruction to transfer the Shares to the Company in an over-the-counter transaction) and obtain a certificate of deposit (except for clients of a Brokerage Office) confirming that the above-mentioned actions have been performed.

2. submit to one of the PUMs:

(a) an original deposit certificate issued by the entity that maintains the Shareholder's securities account confirming:the blocking of the Shares up to and including the date of settlement of the Offers for Sale pursuant to the Announcement (it is expected that settlement of the Offers for Sale pursuant to the Announcement will take place [February 27], 2020) and the

issuance of an irrevocable instruction to issue a settlement instruction in favor of the Company or transfer of the Shares to the Company over-the-counter (in the case of Shareholders who are clients of the Brokerage), in accordance with the terms of the Announcement,

(b) the Offer for Sale form completed in duplicate.

In addition, a Shareholder submitting an Offer for Sale should present:

1. identity card or passport (natural person),

2. an extract from the relevant register of the Shareholder (Residents who are not natural persons),

3. an excerpt from the registry competent for the Shareholder's registered office or other official document containing basic data about the Shareholder, from which the Shareholder's legal form, method of representation, as well as the names of persons authorized to represent it (Non-Residents who are not natural persons). Unless otherwise provided by law or international agreements to which the Republic of Poland is a party, the aforementioned excerpt should contain an apostille or be authenticated by a Polish diplomatic representation or consular office and then translated by a sworn translator into Polish.

A Shareholder may submit an Offer for Sale for a number of his or her shares in the Company higher than the number of Shares subject to this Announcement.

Each Sale Offer submitted by a Shareholder should be for a number of Shares not higher than that indicated on the share certificate attached to the Sale Offer. In the event that the number of Shares indicated in the Offer to Sell is not fully covered by the attached stock certificate, such Offer to Sell will not be accepted in full. Shareholders may submit any number of Sale Offers during the Sale Offer acceptance period, attaching a deposit certificate to each Sale Offer submitted.

The submission of an Offer to Sell must be unconditional and irrevocable, and the Offer to Sell must not contain any reservations and binds the person submitting it until settlement of the Announcement (settlement is expected to take place on [February 27], 2020) or until the date of cancellation or withdrawal of the Announcement by the Company. All consequences, including invalidity of the Sale Offer, resulting from improper preparation and submission of the Sale Offer shall be borne by the Shareholder.

If the Sale Offer is submitted through a proxy, the Shareholder should refer to the provisions of Section 8 below regarding acting through a proxy.

In order to standardize the documents needed to submit the Offer for Sale, a set of forms will be available at each PUM listed in Appendix 1 to this Announcement, and will also be sent to entities maintaining securities accounts - participants of the NDS.

The Company and the Brokerage Office shall not be liable for failure to execute Sale Offers received by the Brokerage Office before or after the deadline for acceptance of Sale Offers, as well as Sale Offers submitted incorrectly or to which the required documents, in particular the deposit certificate, have not been attached.

8. Acting through a representative

The Offer for Sale may be submitted through a proxy. The person acting as a proxy is obliged to present at PUM, to the employee accepting the Offer for Sale, a power of attorney in accordance with the requirements described in this section.

The Brokerage Office will provide the specimen of the power of attorney to the Trust Banks and Investment Companies together with the set of forms referred to in point 7 above.

The power of attorney should be drawn up in writing, with a signature certified by an employee of the Brokerage Office, an employee of the entity that issued the certificate of deposit or a notary public. The power of attorney may also be drawn up in the form of a notarial deed. A power of attorney granted abroad should include an apostille or be certified by a Polish diplomatic representative office or consular office and translated by a sworn translator into Polish.

The power of attorney should authorize the proxy to:

1. submit an instruction to block the Shares for the period up to and including the settlement date of the acquisition of the Shares under the Announcement;

2. submit to the entity maintaining the Shareholder's investment account an irrevocable instruction to issue an instruction allowing the transfer of ownership of the Shares to the Company over-the-counter, under the terms and conditions specified in the Announcement;

3. receipt of the deposit certificate issued for the blocked Shares in connection with the Announcement, if the Shareholder is not a client of the Brokerage;

4. submission of the deposit certificate and submission, at one of the PUMs listed in Appendix 1, of the Offer to Sell Shares in response to the Announcement.

One person acting as a proxy may represent any number of Shareholders.

The power of attorney and an excerpt from the relevant register or other official document containing basic data about the proxy and the Shareholder shall remain with the Brokerage Office.

Custodian Banks and Investment Firms submitting the Offer for Sale on behalf of their clients may, instead of a power of attorney, submit a statement confirming the fact that they are duly authorized and instructed to submit the Offer for Sale of Shares. A specimen of such statement will be provided to the Trust Banks and Investment Firms.

9. Cancellation of Announcement

The Company reserves the right to cancel the Announcement or abandon the Announcement both before and after the commencement of acceptance of the Sale Offers. In particular, the Company may cancel the Announcement in the event of the announcement of an offer to purchase Shares, including a tender offer for the sale or exchange of the Company's shares, by another entity.

In the event of cancellation of the Announcement, the Company will not be responsible for reimbursement of costs incurred by Shareholders, their proxies or legal representatives in connection with the submission of the Offer for Sale or other actions necessary for the submission of the Offer for Sale, nor for payment of any compensation. 

In the event of cancellation of the Announcement, the relevant information will be made public in the form of a current report of the Company via the ESPI system, on the Company's website ( https://unibep.pl/relacje-inwestorskie.html) and on the Brokerage's website (https://www.santander.pl/inwestor).

10. Acquisition of shares from Shareholders and reduction rules

Shareholder may submit an Offer to Sell for a number of shares greater than the number of Shares to be purchased pursuant to this Announcement, in particular, a Shareholder may submit an Offer to Sell for all of his or her shares in the Company. In the event that the total number of the Company's shares offered by Shareholders through Offers for Sale in response to the Announcement is higher than the total number of Shares, a proportional reduction of the shares subject to Offers for Sale will be made, rounding the fractional number of Shares down to the nearest whole number, so that the total number of Shares will be equal to the maximum number of Shares indicated by the Company in the Announcement, observing the principle of equal treatment of all Shareholders. In the event that the application of the above rule of rounding the fractional number of shares down to the nearest whole number (the allocation rule) does not allow the Company to cover the entire number of Shares to be purchased by the Company in the Announcement, to that extent the Company will purchase shares from the Shareholder who submitted the Sale Offer for the largest number of shares in the Company, and in the case of Sale Offers for the same number of shares, from the Shareholder who submitted the Sale Offer earlier.

The Company will only accept Sale Offers submitted in accordance with the terms of the Announcement. In particular, the Company will not accept Sale Offers on an improperly completed form or Sale Offers that are not accompanied by the required documents, including a certificate of deposit confirming the blocking of the Company's shares and the issuance of an irrevocable instruction to issue a settlement instruction.

The transfer of ownership of shares between Shareholders who submit valid Sale Offers and the Company will be carried out over-the-counter and settled within the NDS depository-settlement system. It is possible to conclude transactions in connection with the Announcement through block trades, if the parties so agree. The intermediary for conducting and settling transactions in connection with the Announcement is the Brokerage Office.

11. Payment of Purchase Price

The Purchase Price for the shares purchased from individual Shareholders, in the number determined in accordance with the rules set forth in Section 10 above, shall be paid by the Company in cash in Polish zlotys. The amount constituting the product of the final number of Shares purchased from individual Shareholders and the Purchase Price may be reduced by the commission payable and other fees (if such commission or fees are charged by the Brokerage Office, Custodian Bank or Investment Firm issuing the settlement instruction, in accordance with the fee schedule of such entity).

12. Legal nature of the Notice

This Announcement does not constitute a tender offer for the sale or exchange of shares as provided for in Article 73 et seq. of the Offering Act. In particular, Articles 77 and 79 of the Offering Act and the provisions of the Ordinance do not apply to this Announcement. This Announcement also does not constitute an offer within the meaning of Article 66 of the Civil Code.

The Company has announced the share repurchase in the form of this Announcement in view of the public nature of the Company and to ensure equal treatment of other Shareholders.

This document does not require approval or submission to the Financial Supervisory Commission or any other authority.

This document does not constitute an offer to purchase or solicit the sale of any securities in any country where it would be unlawful to make such an offer or solicit the sale of securities or require any authorization, notification or registration.

This document does not constitute investment, legal or tax advice. Shareholders should seek the advice of investment, legal and tax advisors on matters related to the Announcement.

The text of this Announcement was made public by the Company on the date of its announcement in the form of a current report. The text of this Announcement is available on the Company's website ( https://unibep.pl/relacje-inwestorskie.html) and the Brokerage (https://www.santander.pl/inwestor).

Any additional information on the procedure for accepting Offers for Sale in response to this Announcement may be obtained from PUM in person or by telephone at (22) 586 85 64 or (61) 856 46 50.

13. Taxing

It should be pointed out that the sale of Shares to the Company may result in tax consequences for Shareholders. For these reasons, Shareholders are advised to seek the advice of a tax, financial and legal advisor on a case-by-case basis or to obtain the official position of the relevant administrative authorities with jurisdiction in this regard.

14. Information about the processing of personal data by Santander Bank Polska S.A.

Pursuant to Article 13(1) and (2) and Article 14(1) and (2) of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/56/EC (hereinafter: "RODO") applicable as of May 25, 2018, we inform you about the manner and purpose for which we process your personal data (hereinafter: "Data"), as well as your rights related to data protection.

 A. Who is responsible for data processing and who can be contacted?

The administrator of your data is Santander Bank Polska S.A. with its registered office in Warsaw (hereinafter referred to as the "Bank"), which can be contacted: in writing, by addressing correspondence to: Santander Bank Polska S.A. ul. Robotnicza 11, 53-607 Wrocław, by telephone, at: 1 9999, 781 119 999 (for callers from Poland) or: +48 61 81 1 9999 (for callers from abroad), by e-mail, at: and in other ways indicated at www.santander.pl.

The Bank has appointed a Data Protection Officer, who can be contacted in writing by directing correspondence to: Santander Bank Polska S.A. 11 Robotnicza St., 53-607 Wrocław, with the annotation: "Data Protection Officer" and by e-mail, at: .

B. Why and on what legal basis do we process your data?

The Bank processes your data in accordance with the provisions of the RODO and Polish data protection regulations. Data processing takes place:

in connection with the performance of obligations imposed by law on entities conducting brokerage activities - Santander Bank Polska S.A. - Santander Brokerage (Article 6 (1) (c) "RODO"), including:

• related to the performance of obligations indicated in the Act of July 29, 2005 on trading in financial instruments and regulations indicated therein;
• related to the performance of reporting obligations pursuant to Regulation (EU) No. 600/2014 of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 ("MIFIR"); due to legitimate interests pursued by the Bank (Article 6(1)(f) of the RODO), e.g. when the Bank processes data of persons acting on behalf of clients, when the Bank acts to prevent crimes, to ensure the Bank's IT security, to pursue claims and defend against claims.

The provision of data by Shareholders is a condition for the execution of the Share Sale Offer, which results from the fulfillment of obligations under the aforementioned legal regulations or is necessary for the fulfillment of purposes resulting from the aforementioned legitimate interests of the Bank. If you do not provide the Bank with the necessary data, Santander Bank Polska S.A. - Santander Brokerage Office will not be able to conduct the Share Sale Offer on your behalf.

C. To whom may we share data?

The data may be shared with other recipients in order to comply with the Bank's legal obligation or for purposes arising from the Bank's legitimate interests. Recipients of the data may be, in particular:

(a) the Company and its authorized employees;

b) public authorities, such as the Financial Supervision Commission;

c) entities participating in the processes necessary for the execution of the Share Sale Offer, including entities that maintain Shareholders' securities accounts;

d) entities entitled to receive information covered by professional secrecy indicated in the Act on Trading in Financial Instruments of July 29, 2005 and indicated in other legal regulations;

e) entities processing data on behalf of the Bank and their authorized employees, with such entities processing data on the basis of an agreement with the Bank and only in accordance with the Bank's instructions.

D. How long will your data be processed (stored)?

Your data will be processed for the period of time necessary to fulfill the purposes of processing indicated in point. B, viz:

in terms of fulfilling legal obligations incumbent on Santander Bank Polska S.A. - Santander Brokerage Office in connection with the conduct of its business - until such obligations are fulfilled by the Bank;
until the fulfillment of the Bank's legitimate interests forming the basis for such processing, or until you object to such processing, unless there are legitimate grounds for further processing.
E. Rights of the Shareholder to whom the data relates

The right to access personal data, including the right to obtain a copy of such data under the terms of Article 15 RODO;
The right to request rectification (amendment) of personal data - in case the data is incorrect or incomplete - on the principles indicated in Article 16 RODO;
The right to demand erasure of personal data (the so-called "right to be forgotten") on the principles indicated in Article 17 RODO;
The right to request restriction of processing of personal data on the principles indicated in Article 18 RODO;
The right to portability of personal data on the principles indicated in Article 20 RODO;
The right to object on the principles indicated in Article 21 RODO;
The right to lodge a complaint to the supervisory authority, which in the Republic of Poland is the President of the Office for Personal Data Protection, if you consider that the processing of your data violates the provisions of RODO.
F. Source of data acquisition

If the records are submitted through a proxy or representative - the source of data acquisition is these persons.

G. Categories of processed data

We process your data to the extent indicated in the Share Sale Offer form - Appendix No. 2

15 Definitions and abbreviations used in the content of the Announcement

In addition to the terms defined in the body of this Announcement, the following capitalized terms have the meanings set forth below:

APPENDIX NO. 1

List of Santander Bank Polska S.A. branches accepting subscriptions - PUM

Investors whose shares are deposited in an account with a custodian bank or entities authorized to manage someone else's securities portfolio will also be able to place a subscription at the following location: Santander Bank Polska S.A. - Santander Brokerage Office, Institutional Sales Support Team, 17 Jana Pawła II Avenue (10th floor), 00-854 Warsaw, from 9:00 am to 5:00 pm.

HERE - Oferta zaproszenie do składania ofert sprzedaży akcji Unibep SA - wersja pdf (wraz z załącznikami)

Information about the purchase made

Information on the Company's purchase of 1,500,000 treasury shares on February 27, 2020, as part of its buyback:

Current Report No. 7/2020 → 

Notice of invitation to submit offers for the sale of Unibep SA shares

NOTICE OF INVITATION TO SUBMIT OFFERS FOR THE SALE OF UNIBEP SA SHARES

(joint stock company with registered office in Bielsk Podlaski and address at 19 3 Maja St., 17-100 Bielsk Podlaski,
registered in the register of entrepreneurs of the National Court Register
kept by the District Court in Bialystok, XII Economic Department of the National Court Register under the number KRS 0000231271)

This announcement (the " Notice ") regarding the invitation to submit Offers for the sale of shares of UNIBEP S.A., based in Bielsk Podlaski (the " Company "), was published on May 15, 2019, in connection with Resolution No. 32 of the Ordinary General Meeting of UNIBEP S.A., based in Bielsk Podlaski, dated June 13, 2017, on: authorization of the Company's Management Board to purchase its own shares and adoption of a program of repurchase of own shares of UNIBEP S.A., amended by Resolution No. 4 of the Extraordinary General Meeting of UNIBEP S.A. with its registered office in Bielsk Podlaski, dated February 28, 2019, on: amending Resolution No. 32 of the Company's Annual General Meeting of June 13, 2017, on authorizing the Company's Management Board to purchase its own shares and adopting a program of repurchasing UNIBEP S.A.'s own shares. (the "Resolutions"), the Resolution of the Company's Supervisory Board of May 14, 2019 on the Supervisory Board's approval of actions to carry out the repurchase of the Company's own shares, and the Resolution of the Company's Management Board of May 15, 2019 on carrying out the repurchase of the Company's own shares.

1. Shares covered by the Notice

The subject of the Announcement is no more than 1,000,000 (in words: one million) bearer shares of the Company, each with a nominal value of PLN 0.10 (ten cents), registered by the NDS under the ISIN code PLUNBEP00015, which are traded on the regulated market operated by the WSE and, as of the date of publication of the Announcement, represent 2.85% of the share capital and share in the total number of votes at the General Meeting of Shareholders of the Company ("Shares").

2 Number of Shares that the Company intends to acquire as a result of the Announcement

The Company intends to purchase no more than 1,000,0000 (in words: one million) shares of the Company under this Announcement.

3 Purchase Price

The offered purchase price for the Shares under the Announcement is PLN 6.80 (0/100) per Share (the "Purchase Price"). The Purchase Price is within the limits of the authorization granted to the Company's Board of Directors in the Resolution.

4 Entity intermediating in the conduct and settlement of the Announcement

The entity mediating the conduct and settlement of the Announcement is:

Santander Bank Polska S.A. - Santander Brokerage Office, an organizationally separate unit of Santander Bank Polska S.A. with its registered office in Warsaw.
al. Jana Pawła II 17
00-854 Warsaw
tel. +48 61 856 44 44
https://bm.santander.pl/,
("Brokerage Office")

5. Schedule Announcements

current report of the Company.

6 Entities entitled to sell shares under the Announcement

Entities entitled to submit Offers to Sell Shares under the Announcement are all Shareholders of the Company.

The Shares offered under the Sale Offers must be free of any Encumbrances.

7 Procedure for submission of Sale Offers

Prior to submitting an Offer for Sale, Shareholders should familiarize themselves with the procedures and regulations of the Custodian Banks and Investment Firms that maintain the securities accounts or omnibus accounts in which they hold the shares with respect to the issuance of certificates of deposit and the establishment and release of a lock on the shares, in particular, the time limits applied by the relevant Custodian Bank or Investment Firm, as well as the fees charged by the relevant Custodian Bank or Investment Firm for performing the above actions.

Shareholders may submit the Sale Offers at branches of Santander Bank Polska S.A. ("POS") listed in Appendix No. 1 to this Announcement, during the period of acceptance of the Sale Offers (i.e., from May 20 to May 24, 2019), on business days from Monday to Friday, during the business hours of the POS.

A Shareholder intending to submit an Offer for Sale should do the following:

1) Submit to the entity that maintains the securities account in which the Shareholder's Shares are deposited an instruction to block the Shares together with an irrevocable instruction to issue a settlement instruction in favor of the Company in accordance with the terms of the Announcement (Shareholders holding Shares deposited at the Brokerage shall submit an instruction to transfer the Shares to the Company in an over-the-counter transaction) and obtain a certificate of deposit (except for customers of the Brokerage) confirming the above-mentioned actions;

2) Submit to one of the POKs:

a) original certificate of deposit issued by the entity maintaining the Shareholder's securities account confirming:

• • the blocking of the Shares up to and including the date of settlement of the Sale Offers pursuant to the Announcement (settlement of the Sale Offers pursuant to the Announcement is expected to take place on May 29, 2019), and
  • Issuance of an irrevocable instruction to issue a settlement instruction in favor of the Company or to transfer Shares to the Company over-the-counter (in the case of Shareholders who are clients of the Brokerage Office), in accordance with the terms of the Announcement,

b) completed in duplicate the Offer for Sale form.

In addition, the Shareholder submitting the Offer for Sale should present:

1) ID card or passport (individual),

2) extract from the relevant register of the Shareholder (Residents who are not individuals),

3) an excerpt from the register competent for the Shareholder's registered office or other official document containing basic data about the Shareholder, from which the Shareholder's legal form, method of representation, as well as the names and surnames of the persons authorized to represent it (Non-Residents who are not natural persons) are shown. Unless otherwise provided by law or international agreements to which the Republic of Poland is a party, the aforementioned excerpt should contain an apostille or be authenticated by a Polish diplomatic representation or consular office and then translated by a sworn translator into Polish.

An instruction to block the Shares and an Offer of Sale may also be submitted electronically or by telephone to the Brokerage Office by a client of the Brokerage Office, provided that this is in accordance with the regulations of the Brokerage Office and the Brokerage Office is duly authorized to issue a written subscription based on the instruction received electronically or by telephone from the client.

Instructions to block the Shares and the Offer for Sale in electronic or telephonic form may be submitted during the hours specified in the regulations of the Brokerage Office accepting the instructions, however, on the last day of acceptance of the Offers for Sale, Offers for Sale by electronic means will be accepted until 4:00 p.m. Warsaw time.

A Shareholder may submit a Sale Offer for a number of his or her shares in the Company higher than the number of Shares subject to this Announcement.

Each Sale Offer submitted by a Shareholder should be for a number of Shares not higher than the number indicated on the deposit certificate attached to the Sale Offer. In the event that the number of Shares indicated in the Offer to Sell is not fully covered by the attached stock certificate, such Offer to Sell will not be accepted in full. Shareholders may submit any number of Sale Offers during the Sale Offer acceptance period, attaching a deposit certificate to each Sale Offer submitted.

The submission of an Offer to Sell must be unconditional and irrevocable, and the Offer to Sell must not contain any reservations and binds the person submitting it until the settlement of the Announcement (settlement is expected to take place on May 29, 2019) or until the date of cancellation or withdrawal of the Announcement by the Company. All consequences, including invalidity of the Offer for Sale, resulting from improper preparation and submission of the Offer for Sale shall be borne by the Shareholder.

If the Sale Offer is submitted through a proxy, the Shareholder should refer to the provisions of Section 8 below regarding acting through a proxy.

In order to standardize the documents needed to submit the Offer for Sale, a set of forms will be available at each CSP listed in Appendix 1 to this Announcement, and will also be sent to entities maintaining securities accounts - participants of the NDS.

The Company and the Brokerage Office shall not be liable for failure to execute the Sale Offers received by the Brokerage Office before or after the deadline for acceptance of the Sale Offers, as well as the Sale Offers submitted incorrectly or to which the required documents, in particular the deposit certificate, have not been attached.

8 Acting through a proxy

The Sale Offer may be submitted through a proxy. The person acting as a proxy is required to present at the POS, to the employee accepting the Offer for Sale, a power of attorney in accordance with the requirements described in this section.

The Brokerage Office will provide the specimen of the power of attorney to the Custodian Banks and Investment Companies together with the set of forms referred to in point 7 above.

The power of attorney should be drawn up in writing, with a signature certified by an employee of the Brokerage Office, an employee of the entity that issued the certificate of deposit or a notary public. The power of attorney may also be drawn up in the form of a notarial deed. A power of attorney granted abroad should include an apostille or be certified by a Polish diplomatic representative office or consular office and translated by a sworn translator into Polish.

The power of attorney should authorize the proxy to:

1) submit an instruction to block the Shares for the period up to and including the settlement date of the acquisition of the Shares under the Announcement;

2) submit to the entity maintaining the Shareholder's investment account an irrevocable instruction to issue an instruction allowing the transfer of ownership of the Shares to the Company over-the-counter, under the terms of the Announcement;

3) receipt of the deposit certificate issued for the blocked Shares in connection with the Announcement, if the Shareholder is not a client of the Brokerage;

4) submit the deposit certificate and submit, at one of the CSPs listed in Appendix 1, an Offer to Sell Shares in response to the Announcement.

One person acting as a proxy may represent any number of Shareholders.

The power of attorney and an excerpt from the relevant register or other official document containing basic data about the proxy and the Shareholder shall remain at the Brokerage Office.

Custodian Banks and Investment Firms submitting the Offer for Sale on behalf of their clients may, instead of a power of attorney, submit a statement confirming the fact that they are duly authorized and instructed to submit the Offer for Sale of Shares. A model of such statement will be provided to the Trust Banks and Investment Firms.

9 Cancellation of the Announcement

The Company reserves the right to cancel the Announcement or abandon the Announcement both before and after the commencement of acceptance of the Sale Offers. In particular, the Company may cancel the Announcement in the event of an announcement of an offer to purchase Shares, including a tender offer for the sale or exchange of the Company's shares, by another entity.

In the event of cancellation of the Announcement, the Company will not be responsible for reimbursement of costs incurred by Shareholders, their attorneys or legal representatives in connection with the submission of the Offer for Sale or other actions necessary for the submission of the Offer for Sale, nor for payment of any compensation.

In the event of cancellation of the Announcement, the relevant information will be made public in the form of a current report of the Company via the ESPI system, on the Company's website (https://unibep.pl/relacje-inwestorskie.html) and on the Brokerage's website (https://bm.santander.pl/).

10 Acquisition of shares from Shareholders and reduction rules. Purchase Price

A Shareholder may submit an Offer to Sell for a number of shares higher than the number of Shares to be purchased pursuant to this Announcement, in particular, a Shareholder may submit an Offer to Sell for all of his or her shares in the Company. In the event that the total number of the Company's shares offered by Shareholders through Offers for Sale in response to the Announcement is higher than the total number of Shares, a proportional reduction of the shares subject to Offers for Sale will be made, rounding the fractional number of Shares down to the nearest whole number, so that the total number of Shares will be equal to the maximum number of Shares indicated by the Company in the Announcement, observing the principle of equal treatment of all Shareholders. In the event that the application of the above rule of rounding the fractional number of shares down to the nearest whole number (the allocation rule) does not allow the Company to cover the entire number of Shares to be purchased by the Company in the Announcement, to that extent the Company will purchase shares from the Shareholder who submitted the Sale Offer for the largest number of shares in the Company, and in the case of Sale Offers for the same number of shares, from the Shareholder who submitted the Sale Offer earlier.

The Company will only accept Sale Offers submitted in accordance with the terms of the Announcement. In particular, the Company will not accept Sale Offers on an improperly completed form or Sale Offers that are not accompanied by the required documents, including a certificate of deposit confirming the blocking of the Company's shares and the issuance of an irrevocable instruction to issue a settlement instruction.

The transfer of ownership of shares between Shareholders who submit valid Sale Offers and the Company will be carried out over-the-counter and settled within the NDS depository-settlement system. It is possible to conclude transactions in connection with the Announcement through block trades, if the parties so agree. The intermediary for conducting and settling transactions in connection with the Announcement is the Brokerage Office.

11 Payment of the Purchase Price

The Purchase Price of the shares to be purchased from individual Shareholders, in the number determined in accordance with the rules set forth in Section 10 above, shall be paid by the Company in cash in Polish zlotys. The amount representing the product of the final number of Shares purchased from individual Shareholders and the Purchase Price may be reduced by the commission payable and other fees (provided that such commission or fees are charged by the Brokerage Office, Custodian Bank or Investment Firm issuing the settlement instruction, in accordance with the fee schedule of such entity).

12 Legal nature of the Announcement

This Announcement does not constitute a tender offer for the sale or exchange of shares as referred to in Article 73 et seq. of the Offering Act. In particular, Articles 77 and 79 of the Offering Act and the provisions of the Ordinance do not apply to this Announcement. This Announcement also does not constitute an offer within the meaning of Article 66 of the Civil Code.

The Company has announced the share repurchase in the form of this Announcement in view of the public nature of the Company and to ensure equal treatment of other Shareholders.

This document does not require approval or submission to the Financial Supervisory Commission or any other authority.

This document does not constitute an offer to purchase or solicit the sale of any securities in any country where it would be unlawful to make such an offer or solicit the sale of securities or require any authorization, notification or registration.

This document does not constitute investment, legal or tax advice. Shareholders should seek the advice of investment, legal and tax advisors on matters related to the Announcement.

The text of this Announcement was made public by the Company on the date of its announcement in the form of a current report. The text of this Announcement is available on the Company's website (https://unibep.pl/relacje-inwestorskie.html) and the Brokerage (https://bm.santander.pl/).

Any additional information on the procedure for accepting Offers for Sale in response to this Announcement may be obtained from the POK in person or by telephone at (22) 586 85 64 or (61) 856 46 50.

13 Taxation

It should be noted that the sale of Shares to the Company may result in tax consequences for Shareholders. For these reasons, Shareholders are advised to seek the advice of a tax, financial and legal advisor on a case-by-case basis or to obtain the official position of the relevant administrative authorities competent in this regard.

14 Information on processing of personal data by Santander Bank Polska S.A.

Pursuant to Article 13(1) and (2) and Article 14(1) and (2) of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/56/EC (hereinafter: "RODO") applicable as of May 25, 2018, we inform you about the manner and purpose for which we process your personal data (hereinafter: "Data"), as well as about your rights related to data protection.

A. Who is responsible for data processing and who can be contacted

The administrator of your data is Santander Bank Polska S.A. with its registered office in Warsaw (hereinafter referred to as the "Bank"), which can be contacted: in writing by addressing correspondence to: Santander Bank Polska S.A. ul. Robotnicza 11, 53-607 Wrocław, by telephone, at: 1 9999, 781 119 999 (for callers from Poland) or: +48 61 81 1 9999 (for callers from abroad), by e-mail, at: and in other ways indicated at www.santander.pl.

The Bank has appointed a Data Protection Officer, who can be contacted in writing by directing correspondence to: Santander Bank Polska S.A. 11 Robotnicza St., 53-607 Wrocław, with the annotation: "Data Protection Officer" and by e-mail, at: .

B. Why and on what legal basis do we process your data?

The Bank processes your data in accordance with the provisions of RODO and Polish data protection regulations. Data processing takes place:

in connection with the performance of obligations imposed by law on entities conducting brokerage activities - Santander Bank Polska S.A. - Santander Brokerage (Article 6 (1) (c) "RODO"), including:
related to the performance of obligations indicated in the Act of July 29, 2005 on trading in financial instruments and regulations indicated therein;
related to the performance of reporting obligations pursuant to Regulation (EU) No. 600/2014 of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 ("MIFIR");
due to legitimate interests pursued by the Bank (Article 6(1)(f) of the RODO), e.g. when the Bank processes data of persons acting on behalf of clients, when the Bank acts to prevent crimes, to ensure the Bank's IT security, to pursue claims and defend against claims.
C. To whom may we share data?

Data may be shared with other recipients in order to comply with the Bank's legal obligation or for purposes arising from the Bank's legitimate interests. Recipients of the data may be, in particular:

(a) the Company and its authorized employees;

b) public authorities, such as the Financial Supervision Commission;

c) entities participating in the processes necessary for the execution of the Share Sale Offer, including entities that maintain Shareholders' securities accounts;

d) entities entitled to receive information covered by professional secrecy indicated in the Act on Trading in Financial Instruments of July 29, 2005 and indicated in other legal regulations;

e) entities processing data on behalf of the Bank and their authorized employees, with such entities processing data on the basis of an agreement with the Bank and only in accordance with the Bank's instructions.

D. How long will your data be processed (stored)?

Your data will be processed for the period of time necessary to achieve the purposes of processing indicated in para. B, i.e.:

in terms of fulfilling legal obligations incumbent on Santander Bank Polska S.A. - Santander Brokerage Office in connection with the conduct of its business - until the Bank fulfills these obligations;
until the fulfillment of the Bank's legitimate interests forming the basis for such processing, or until you object to such processing, unless there are legitimate grounds for further processing.
E. Rights of the Shareholder to whom the data relates

The right to access personal data, including the right to obtain a copy of such data under the terms of Article 15 RODO;
The right to request rectification (amendment) of personal data - in case the data is incorrect or incomplete - on the principles indicated in Article 16 RODO;
The right to demand erasure of personal data (the so-called "right to be forgotten") on the principles indicated in Article 17 RODO;
The right to request restriction of processing of personal data on the principles indicated in Article 18 RODO;
The right to portability of personal data on the principles indicated in Article 20 RODO;
The right to object on the principles indicated in Article 21 RODO;
The right to lodge a complaint to the supervisory authority, which in the Republic of Poland is the President of the Office for Personal Data Protection, if you consider that the processing of your data violates the provisions of RODO.
F. Source of data acquisition

In case the records are submitted through a proxy or representative - the source of data acquisition is these persons.

G. Categories of data processed

We process your data to the extent indicated in the Share Sale Offer form - Appendix No. 2.

15 Definitions and abbreviations used in the content of the Announcement

In addition to the terms defined in the body of this Announcement, the following capitalized terms have the meanings set forth below:

In the name of UNIBEP S.A.:

Leszek Marek Gołąbiecki - President of the Management Board

Sławomir Kiszycki - Vice President of the Management Board

In the name of Santander Bank Polska S.A. - Santander Brokerage Office:

Anna Kucharska - Plenipotentiary

Małgorzata Jachymek - Proxy

Current report no.28/2019 → 

Notice of invitation to submit offers for the sale of Unibep SA shares

Announcement of the Company's initial offer to purchase the Company's dematerialized common bearer shares coded PLUNBEP00015 (Equity Shares) (the Offer):

Current report no. 5/2017 →

Information on shares bought back

Information on the Issuer's acquisition of its own shares on February 7, 2017:

Current report no. 10/2017 →