53.7 Execution of a memorandum of agreement pertaining to the terms and conditions for the transaction involving RUCH Spółka Akcyjna in restructuring

A memorandum of agreement was executed on 11 April 2019 by and between Alior Bank, Polski Koncern Naftowy Orlen SA (“PKN Orlen”) and PZU concerning the terms and conditions for a transaction involving RUCH SA in restructuring (“Ruch”). In accordance with this memorandum of agreement Alior Bank intends to take over a 100% equity stake in Ruch (in the manner agreed by and between Alior Bank and PKN Orlen after the arrangement is approved with legally binding force under the accelerated arrangement proceedings) for the purpose of reselling it to PKN Orlen.

PKN Orlen’s acquisition of the shares in Ruch will take place after the fulfillment of the conditions contemplated by the executed memorandum of agreement, i.e. among others:

• asserting with legally binding force the performance of the arrangements executed in the accelerated arrangement proceedings concerning Ruch;
• the parties to the memorandum of agreement obtain corporate consents and
• the UOKiK President or the European Commission give their consent for PKN Orlen to acquire shares in Ruch.

On 30 August 2019, Alior Bank obtained information about the approval by the Regional Court in Warsaw, Commercial Court, 23rd Commercial Appellate Division, of partial settlements providing for the forgiveness of:

• 85% of claims under the accelerated settlement proceedings of Ruch, involving publishers that are creditors of Ruch in respect of which Ruch’s debt was at least PLN 1 million as at the date of opening the proceedings, and
• 50% of claims under the accelerated settlement proceedings of Ruch, involving publishers that are creditors of Ruch in respect of which Ruch’s debt was greater than PLN 100 thousand as at the date of opening the proceedings.

The negotiations regarding the date of execution of the transaction and its detailed terms are currently under way. In PZU Group’s opinion, the restructuring scenario is the most favorable, which was reflected in the development of the scenarios for the needs of calculation of the impairment loss for the receivables from RUCH.