KSG AGRO S.A. - Conclusion of a significant agreement (11/2012)

| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | | | | |
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| | | | | UNI - EN REPORT No | 11 | / | 2012 | | | | |
| | Date of issue: | 2012-04-27 | | | | | | | | | |
| | Short name of the issuer | | | | | | | | | | |
| | KSG AGRO S.A. | | | | | | | | | | |
| | Subject | | | | | | | | | | |
| | Conclusion of a significant agreement | | | | | | | | | | |
| | Official market - legal basis | | | | | | | | | | |
| | Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bie??ce i okresowe | | | | | | | | | | |
| | Unofficial market - legal basis | | | | | | | | | | |
| | Contents of the report: | | | | | | | | | | |
| | The Board of Directors of KSG Agro S.A. (the ?Company") is pleased to inform that on 26.04.2012 the Company has concluded an agreement with GEM Global Yield Fund Limited (?GEM") in which GEM will provide the Company, at the Company?s discretion, with up to of PLN 75,000,000 (the ?Total Commitment") structured as an equity line of credit (the ?Agreement"). According to the Agreement, the Company has an option for three years to require GEM to subscribe and acquire ordinary shares in the Company within the approved target capital limits of the Company. The investment shall not exceed the Total Commitment of PLN 75 million and will provide the Company with capital to fund its activities. The equity line of credit, subject to certain restrictions, can be drawn down at the Company's option at any time and for any amount in which the Company requires GEM to subscribe to shares in return for funds. The Company controls the timing and amount of any drawdown (the ?Draw Down"). The Company has arranged a
shareholder loan to satisfy each Draw Down. The loan will enable the Company to receive capital before the shares underlining each draw down, are eventually issued by the Company. The company shall pay GEMIA, Inc. a Commitment Fee equal to two percent (2,0%) of the Total Commitment, payable upon proceeds generated from potential Draw Downs. In addition the Company shall issue in favor of GEM 750,000 warrants convertible into the shares of the Company at price of PLN 35 each and 750,000 warrants convertible into the shares of the Company at price of PLN 40 each. The warrants can be converted into the ordinary shares of the Company at ratio 1:1 during the period of three years starting from the date when the warrants are issued. The Company may choose to repurchase un-exercised warrants at its discretion during the third year. Warrants cannot be sold or otherwise transferred to any other party by their holder. | | | | | | | | | | |
| | Annexes | | | | | | | | | | |
| | File | Description | | | | | | | | | |

REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

| | | (fullname of the issuer) | | | | | |
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| | | (short name of the issuer) | | (sector according to clasification of the WSE in Warsow) | | | |
| | | (post code) | | (city) | | | |
| | | (street) | | (number) | | | |
| | | (phone number) | | | (fax) | | |
| | | (e-mail) | | | (web site) | | |
| | | (NIP)
| | | (REGON) | | |

REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY

REPORT
INFORMATION ABOUT THE ENTITY
SIGNATURE OF PERSONS REPRESENTING THE COMPANY