Announcement.

OT LOGISTICS SA (58/2020) Conclusion of implementing documentation (subject to the conditions of entry into force) agreed key conditions for further cooperation of the OTL Group with the Main Financial Creditors

Legal basis: Article 17 para. 1 MAR - confidential information.
The Management Board of OT Logistics S.A. ("The Issuer") with reference to:
1) current report No. 31/2019 of 30 March 2019 on the signing of a joint debt terms agreement between the Issuer and a consortium of banks: BNP Paribas Bank Polska S.A., mBank S.A. and Santander Bank Polska S.A. ("Agreement on Common Terms");
2) current report No. 42/2019 of 28 April 2019 on the signing of contracts and financial restructuring documents;
3) current report No. 45/2020 of 30 April 2019 on the entry into force of the Common Terms and Conditions Agreement and the agreement with the sole bond holder of series G bonds issued by the Issuer ("G Bonds");
4) current report No. 48/2019 of 16 May 2019 on the entry into force of amendments to the BGK loan agreement granted to the Issuer ("BGK Loan");
5) current report No. 51/2019 of 28 May 2019 regarding the issuance by the Issuer of series H bonds ("H Bonds");
6) current report no. 40/2020 of 30 April 2020 on conclusion of agreements on postponement of loan repayment dates, agreement with the G series bond bondholder and entry into force of amendments to the terms of the issue of H series bonds;
7) current report no. 50/2020 of 29 May 2020 on conclusion of agreements on postponement of loan repayment dates, agreement with the G series bond bondholder and entry into force of amendments to the terms of the issue of H series bonds; and
8) current report 51/2020 of 8 June 2020 regarding the convening of a meeting of bondholders of series H bonds issued by the Issuer ("H Bonds") ("Meeting of Bondholders H").
informs that on June 29, 2020, in the evening:
1. annex 6 to the Common Terms Agreement was concluded, on the basis of which the Common Terms Agreement was (subject to meeting the conditions of which see below) amended, among others in such a way that the final repayment date of loans granted to the Issuer and its selected subsidiaries was moved from 30 June 2020 to 30 April 2021, and (subject to meeting the conditions referred to below) all existing as at 29 June 2020, cases of violation of the Common Terms and Conditions Agreement ("UWW Annex");
2. includedthe amendment and unification agreement No. 6 to the BGK Loan agreement was amended, based on which the BGK Loan agreement was (subject to meeting the conditions referred to below) amended, among others in such a way that the final repayment date of BGK Credit utilization was moved from 30 June 2020 to 30 April 2021, and (subject to meeting the conditions referred to below) all existing ones as on 29 June 2020 were repealed r. cases of breach of the BGK Loan agreement ("Annex BGK Loan");
3. an agreement was concluded on the amendment of the terms of issue of G Bonds with the sole bondholder of G Bonds, on the basis of which the terms of issue of bonds were (subject to meeting the conditions referred to below) changed, among others in such a way that the date of redemption of the G Bonds was moved from 30 June 2020 to 30 April 2021, and also (subject to meeting the conditions referred to below) all existing ones to 29 June 2020 were repealed. grounds for redemption of G Bonds ("Annex WEO G");
4. the H Bondholders' Meeting was held (which, according to the announcement on convening the H Bondholders' Meeting, was conducted taking into account the possibility of participating in the proceedings and exercising voting rights at the H Bondholders' Meeting using electronic means of communication), which adopted resolutions No. 3 and No. 4 amending (subject to meeting the conditions referred to below) the terms of issue of Bonds and No. 5, repealing (subject to meeting the conditions referred to below) existing on 29 June 2020, the basis for the redemption of Bonds, with the content indicated in the minutes of the meeting of the Meeting of H Bondholders, constituting an attachment to this current report ("Resolutions H"); and
5. an agreement was amended and unified to the agreement between creditors of 26 April 2019 between, among others, the Issuer, a consortium of Banks and administrators of collateral for Bonds G and Bonds ("Annex UPW").
Amendments to the Common Terms and BGK Credit Agreements, as provided for in the Annex to the UWW and Annex to the BGK Credit, respectively, and repealing the cases of violations provided for therein were made provided that the standard conditions precedent for this type of agreement are met, suchlike providing corporate documents, legal opinions or a financial model. The Issuer will inform about the fulfillment of these conditions in a separate current report.
Amendments to the bond issue conditions provided for in Annex WEO G and Resolutions H (except as described below) and repeal of the redemption bases provided for in them were made under the conditions precedent: (1) entry into force of the UWW Annex and (2) conclusion of the UPW Annex. The Issuer will inform about the fulfillment of these conditions in a separate current report.
The change in the conditions for issuing H Bonds provided for in one of Resolutions H regarding the possibility of authorizing collateral administrators of H Bonds to conclude an Annex to the PCA entered into force on the date of this current report due to the fulfillment of the condition in the form of the Issuer's consent (the Issuer informs that it has consent to all other changes to the terms of the issue of H Bonds provided for in Resolutions H).
The change in the financing documentation of the Issuer's Group, which will take place after the abovementioned conditions are met, in particular the postponement of the repayment dates of the financial debt to April 30, 2021, is aimed at stabilizing the financing structure of the Issuer's Group, which will allow further undisturbed implementation of the Group's recovery plan (including in particular divestment processes) and the implementation of subsequent actions optimizing the structure of the Issuer's Group and which may improve the cost to income ratio.

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:OT Logistics SA
ISIN:PLODRTS00017
NIP:8960000049
Adress: ul.Ks. Stanisława Kujota 18,19 70-605 Szczecin
Phone:+48 91 4257300
website:www.otlogistics.com.pl

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