issuance of bonds

ISSUANCE OF B CLASS BONDS

RESOLUTION OF THE BOARD OF DIRECTORS ON THE ISSUANCE OF B CLASS BONDS

The Board of Directors of VOXEL S.A. with its registered office in Krakow on 17 May 2012 adopted resolution no. 01/05/2012 on the issuance of B class bonds. This issuance included no less than 5,000 (five thousand) and no more than 12,000 (twelve thousand) B class bearer bonds with nominal value of 1,000 (one thousand) each, and a total nominal value of no less than 5,000,000PLN (five million PLN) and no more than 12,000,000 PLN (twelve million PLN). The aim of the issuance of bonds was the acquisition of bridging financing for the investment in the construction of the Radiopharmaceuticals Production Centre in Krakow  and to increase the current Company capital. The issuance price of one bond was equal to 1,000PLN (one thousand PLN). The bonds were issued as secured, as understood by the provisions of the Bonds Act. The bonds were offered to no more than 99 individual addressees, according to art. 9 no. 3) of the Bonds Act. The bonds will be bought out by the Company within 24 months from the day of their allocation. The Board of Directors of VOXEL S.A., on the basis of the resolution no. 01/06/2012 of the Board of Directors on the B class bonds allocation, has allocated 12,000 B class bonds, with nominal value of 1,000 PLN each and a total nominal value of 12,000,000PLN (twelve million PLN).

SUMMARY OF THE ISSUANCE OF B CLASS BONDS

1) subscription commencement date: 23 May 2012, subscription end date: 4 June 2012;
2) financial instruments allocation date: 6 June 2012;
3) number of financial instruments dedicated to subscription or sale: 12.,000 twelve thousand) B class bonds;
4) reduction rate in given tranches - the issuance was not divided into tranches, no reduction occurred;
5) amount of securities, dedicated to subscription or sales: 12,000 (twelve thousand) B class bonds:
6) number of financial instruments allocated within the subscription or sale: 12,000 (twelve thousand) B class bonds;
7) purchase price of the financial instruments: 1,00PLN;
8) number of persons which subscribed to the financial instruments dedicated to subscription or sale in given  tranches: 67;
9) number of persons who were granted allocation of financial instruments within the subscription or sale: 67;
10) the issuance was not divided into tranches;
11) names (business names) of subissuers, which purchased the financial instruments within the performance of subissuance contracts - the Company did not enter into any subissuance contracts;
12) value of the subscription or sales undertaken, understood as a multiplication of the number of securities covered by the offer and the issuance or sales price: 12,000,000PLN (twelve million PLN);
13) the total issuance costs amounted to: 351,065.00PLN (three hundred fifty one thousand sixty five PLN), including: a) preparation and performance of an offer: 351,065.00PLN (three hundred fifty one thousand sixty five PLN), b) remuneration of subissuers, each one separately - the Company did not enter into any subissuance contracts, c) construing an issuance prospectus, including the costs of advisory services - the issuance was not tied to the submission of an issuance prospectus, d) advisory services - are included in the costs presented in a), these were not presented separately, e) promoting the offer - not applicable. Financial liabilities due to the issuance of B class bonds were recognised in the amortised costs, using the effective interest rate method. The costs of preparation and performance of the offer, as well as advisory services tied to the issuance of B class shares, are included in the calculation of the amortised costs, according to the use of the effective interest rate method, and therefore will be amortised in the weight of the profit and loss account in the period of the duration of B class shares.
14) The average cost of performance of subscription or sales allocated to one security covered by subscription or sales amounts to: 29.25PLN

PRE-BUYOUT OF B CLASS BONDS

The Board of Directors of VOXEL S.A. with its registered office in Krakow on 26 June 2013 passed resolution no. 03/06/2013 on the pre-buyout of B class bonds released on the Catalyst market. According to the resolution, B class shares will be bought out before the date of the buyout, according to the Conditions of issuance of B class bonds. The buyout date is therefore agreed to be 16 July 2013. The day of the valuation of securities accounts, in order to establish the number of bonds which shall be the subject of the pre-buyout per a given bondholder shall be 5 July 2013. The bondholders will be entitled to the following benefits from each bond: a) 1000.00 PLN (one thousand PLN) as the price of the buyout of the equal nominal value of the bond, b) interest payable according to the issuance conditions on the pre-buyout day, c) a premium of 0,08% of the nominal value of bonds for every full 30 (thirty) days remaining from one day before the buyout day. Owing to the registration of bonds in the National Securities Deposit ("KDPW") as well as the release into the Alternative Trade System Catalyst, run by the Warsaw Stock Exchange ("Catalyst"), the pre-buyout of bonds shall be run through the KDPW and according to its regulations. The Issuer shall issue a motion to the KDPW on the performance of a pre-buyout. The Issuer shall turn to the organiser of the Catalyst market on the suspension of trade of Bonds in connection with the pre-buyout beginning from 2 days before the right to the amount of a pre-buyout. The pre-buyout of bonds shall occur by means of bank transfer to the securities account of the bondholder, via KDPW and the entity which owns the account.

ACCUMULATED DEPRECIATION OF B CLASS BONDS

The Board of Directors of VOXEL S.A., in relation to the pre-buyout of B class bonds, declares that on 16 July 2013, on the basis of resolution no. 03/06/2013 of 26 June 2013 adopted by the Board of Directors, all the B class bearer bonds issued by VOXEL S.A. (12,000 pcs)  were depreciated at the moment of the pre-buyout (art. 24. item 1 of the Bond Act of 29 June 1995, Unified text, Journal of Laws 2001 no. 120, item 1300 with further amendments). The accumulated depreciation of B class bonds stipulates the definitive termination of all rights and duties thereof.

EXCLUSION OF B CLASS BONDS FROM TRADE ON CATALYST

On 23 July 2013 the Board of Directors of the Warsaw Stock Exchange adopted resolution no. 818/2013 on the exclusion of VOXEL S.A. B class bearer shares from the Catalyst market. According to the resolution, owing to the pre-buyout of VOXEL S.A. B class bearer shares, marked by a code "PLVOXEL00022", The Warsaw Stock Exchange Board of Directors, on the basis of § 12 item 1 no. 1) of the Regulations of the Alternative Trade System decided to exclude these bonds from the Catalyst alternative trade system, on 25 July 2013.

BONDS ISSUANCE PROGRAMME

The Board of Directors of VOXEL S.A. on 27 May 2013, adopted resolution no. 02/05/2013 on the Bonds Issuance Programme, according to which two issuance processes are able to issue up to 17,000 bonds with nominal value of 1,000PLN each, and a total nominal value of no more than 17,000,000PLN (hereinafter referred to as: "Bonds") on conditions defined by the Board of Directors. The Bonds Issuance Programme is based on the following assumptions: 1) The Company shall issue two series of bonds within the Bonds Issuance Programme, 2) the total nominal value of bonds issued within the Bonds Issuance Programme within a given  series shall be defined by the Board of Directors, while the total maximum nominal value of a single issuance within the Bonds Issuance Programme shall amount to 12,000,000PLN, 3) each bonds issuance series can have varied issuance conditions, including the rules on the interest and its value, the buyout rules, collateral etc. 4) the bonds will not have the form of a document and will be dematerialised, 5) the bonds will be released into the Catalyst alternative market, run by the Warsaw Stock Exchange. The issuance of bonds within the Bonds Issuance Programme requires the Board of Directors to adopt an appropriate resolution, where the Board of Directors will define: the bonds issuance price, the bonds interest rules, collateral of bonds, whether the Company will offer the bondholders any additional collateral, the date of the final buyout of a given bond series, under what conditions the Company or bondholders have the right to demand an earlier buyout of bonds, as well as the value of the premium connected with the final buyout of bonds issued within each issuance process (if such a premium is applicable, the cases where VOXEL S.A. shall be liable or entitled to the pre-buyout of bonds issued within all issuance processes and additional pecuniary benefits tied to the pre-buyout of these bonds, or the calculation of such benefits (if applicable). A registered pledge on the shares in "Centrum Diagnostyki Obrazowej Jelenia Góra" ltd will constitute the collateral on the C class bonds. A registered pledge on the 2,000,000 A class bearer shares in ALTERIS S.A., which are owned by VOXEL S.A., shall constitute the collateral on D class bonds, whereby the resolution on the D class bonds will be adopted on condition that VOXEL S.A. adopts a resolution on the pre-buyout of B class bonds. D class shares shall be ascribed to these entities to which B class bonds were ascribed to, and issued on the basis of the resolution of the Board of Directors no. 01/05/2012 on 17 May 2012.

C CLASS BONDS ISSUANCE

The Board of Directors of VOXEL S.A. with its registered office in Krakow on 27 May 2013 adopted resolution no. 03/05/2013 on the issuance of C class bonds. The subject of the bonds issuance by the company was no more than 5,000 (in words: five thousand) C class bearer bonds with nominal value of 1,000PLN (in words: one thousand PLN) each, and a total nominal value of no more than 5,000.000 PLN (in words: five million PLN). The issuance price of one bond was equal to 1,000PLN (in words: one thousand PLN). The bonds were issued as secured, as understood by the provisions of the Bonds Act. The bonds were offered through the proposals directed at individual addressees, fewer than 150 persons, according to 9 no. 3) of the Bonds Act. The bonds will be bought out by the Company within 24 months from the day of their allocation. The Board of Directors on 17 June 2013 on the basis of a resolution no. 02/06/2013 decided to allocate 5.000 C class bearer bonds, issued on the basis of a resolution no. 03/05/2013 by the Board of Directors of VOXEL S.A. on 27 May 2013 on the issuance of C class bonds congruent with the VOXEL S.A. C class bonds allocation list.

RELEASE OF C CLASS BONDS ONTO CATALYST

On 11 July 2013 the Warsaw Stock Exchange Board of Directors adopted resolution no. 786/2013 on the release of VOXEL S.A. C class bearer bonds onto the “Catalyst” alternative trade system. On the basis of §5 item 1, in relation to §3 item 1, 2 and 4 no. 2) of the Alternative Trade System Regulations, the Board of Directors of the Stock Exchange decided to release 5,000 (in words: five thousand) VOXEL S.A. C class bearer bonds, with nominal value of 1,000PLN (in words: one thousand PLN) each, onto the “Catalyst” alternative trade system.

DESIGNATING THE FIRST TRADE DAY OF C CLASS BONDS ON CATALYST

On 17 July 2013, the Warsaw Stock Exchange Board of Directors adopted resolution no. 804/2013 on the designation of the first day of trade in the Catalyst alternative trade system of VOXEL S.A. C class bearer bonds. According to the resolution, on the basis of §7 item 1 and 5 of the Alternative Trade System Regulations and § 2 item 1 of the Appendix no. 2 to the Alternative Trade System Regulations, the Warsaw Stock Exchange Board of Directors decided: 1) to define 22 July 2013 as the first day of trade in the Catalyst alternative trade system of 5,000 (in words: five thousand) VOXEL S.A. C class bearer bonds, with nominal value of 1,000 PLN (in words: one thousand PLN) each, marked by the National Deposit of Securities with the code "PLVOXEL00030; 2) to trade the bonds defined in point 1), in the continuous trade system with an abbreviated name of "VOX0615".

C CLASS BONDS PRE-BUYOUT

The Board of Directors of VOXEL S.A. with its registered office in Krakow, on 11 July 2014, adopted resolution no. 02/07/2014 on the pre-buyout of C class bonds, on the basis of which they decided on the earlier buyout of all 5,000 C class bonds. According to the resolution, C class shares shall be bought out before the day of the actual buyout, according to the conditions of issuance of C class bonds. 22 July 2014 was agreed to be the day of the nominations of entities entitled to receive benefits due to a pre-buyout of the bond series. The buyout date shall fall on 30 July 2014.

Every bondholder entitled to C class bonds on the day of the nominations of entities entitled to receive benefits from the pre-buyout of VOXEL S.A. C class bonds shall pay out the pre-buyout amount, which is the amount equal to the nominal value of the C class bonds buyout, increased by interest payable from the first day of a given interest period until the pre-buyout date, increased by a premium in the amount presented in the Conditions of Issuance of C Class Bonds. Any balance due to C class bonds will be made through the National Deposit of Securities, according to relevant regulations.

C CLASS BONDS ACCUMULATED DEPRECIATION

Owing to the pre-buyout of C class bonds, on the basis of VOXEL S.A. Board of Directors resolution no. 03/07/2013 on 30 July 2014, the 5,000 C class bearer bonds issued by VOXEL S.A. shall be depreciated at the moment of the buyout. C class bonds accumulated depreciation shall entail that all the rights and duties arising therefrom be terminated.

EXCLUSION OF C CLASS BONDS FROM TRADE ON CATALYST

On 4 August 2014, the Warsaw Stock Exchange Board of Directors made resolution no. 884/2014 on the exclusion of VOXEL S.A. C class bearer bonds from the "Catalyst" alternative trade market. According to the resolution,  owing to the pre-buyout of VOXEL S.A C class common bearer bonds, coded "PLVOXEL00030", the Board of Directors, acting on the basis of §12 item 1 no. 1) of the Regulations of the Alternative Trade System, has decided to exclude these bonds from the “Catalyst” alternative trade system as of 7 August 2014.

D CLASS BONDS ISSUANCE

The Board of Directors of VOXEL S.A. on 2 July 2013 adopted resolution no. 02/07/2013 on the issuance of D class bonds, which states that within the Bonds Issuance Programme accepted by the Board of Directors resolution no. 02/05/2013 on 27 May 2013, VOXEL S.A. shall issue no more than 12,000 D class bearer shares with a nominal value of 1,000PLN each, and a total value of no more than 12,000,000.00PLN. The issuance price of one D class share is equal to 1,000PLN. The aim of the issuance is to realise the development strategy of VOXEL S.A. Capital Group, as well as to credit the current capital. D class bonds will be bought out by VOXEL S.A. within 36 months from the day of their allocation (buyout day), i.e. 31 July 2016. D class bonds shall be issued as coupon bonds and will have interest according to the following rules: 1) D class bonds shall have interest according to the variable rate evaluated on the basis of the WIBOR 6M co-efficient + profit margin 5%, 2) the interest period shall last 6 months, 3) the amount of interest shall be calculated on the basis of the actual number of days in the interest period, assuming 365 days in a year.

Bonds shall be issued as secure, as understood by the provisions of the Bonds Act. Collateral shall include a registered pledge for 2,000,000 A class bearer shares of ALTERIS S.A. with its registered office  in Katowice (address: ul. PCK 6/3, 40-057 Katowice), entered into the Register of Entrepreneurs of the National Court Register by the Katowice - Wschód District Court in Katowice, VIII Economic Department of the National Court Register under KRS number: 0000391749 with numbers from A 0 000 001 to A 2 000 000 with a total nominal value of 1,000,000 PLN. The subject of the registered pledge has been evaluated by AVCS Sp z o.o with its registered office in Warsaw to  amount to 34.369.000 PLN, i.e. 17.18PLN per 1 share. The evaluation has been made according to the data of 31 March 2013.

D class bonds shall be offered via the purchase proposals directed at individual addressees (no fewer than 150 persons), according to art 9 no. 3) of the Bonds Act. D class bonds shall be allocated, in the first place, to those entities that accepted the purchase proposal of D class bonds, and were allocated B class bonds issued by VOXEL S.A. on the basis of a resolution adopted by the Board of Directors of VOXEL S.A. as of 6 June 2012.

The value of liabilities drawn by the Issuer as of the last day of the quarter preceding the availability of the purchase proposal, i.e. 30 June 2013 amounts to 86m PLN, and the liabilities with interest is equal to 52,000,000 PLN. The Issuer does not expect to exceed the total liabilities over 135,000,000 PLN until the total buyout of D class bonds (i.e. until 31 July 2016), excluding debts tied to the issuance of D class bonds, with the value of 12,000,000 PLN.

On 23 August 2013 the Board of Directors of the National Deposit of Securities adopted resolution no. 656/13, on the basis of which a decision to register 12,000 VOXEL S.A. D class bearer bonds in the National Deposit of Securities was made. Each bond had the nominal value of 1,000 PLN, and its buyout day fell on 31 July 2016, issued on the basis of resolution no. 02/05/2013 of the VOXEL S.A. Board of Directors on 27 May 2013 and resolution no. 02/07/2013 of the VOXEL S.A. Board of Directors on 2 July 2013. A further decision was made to code these shares PLVOXEL00048, on condition that they are released into the alternative trade system.

On 30 August 2013 the Warsaw Stock Exchange Board of Directors adopted resolution no. 1013/2013 on the release of VOXEL S.A. D class bearer bonds into the alternative trade system. In the resolution, the Warsaw Stock Exchange Board of Directors decided, on the basis of §5 item 1, in connection with §3 item 1, 2 and 4 no. 2) of the Regulations of the Alternative Trade System, to release 12,000 VOXEL S.A. D class bearer bonds, with nominal value of 1,000PLN each, into the "Catalyst" alternative trade system.

On 4 September 2013, the Warsaw Stock Exchange Board of Directors adopted resolution no. 1026/2013 on the designation of the first trade day in the “Catalyst” alternative trade system of VOXEL S.A. D class bearer bonds. In the resolution, the Warsaw Stock Exchange Board of Directors decided to designate 9 September 2013 to be the first trade day of 12,000 VOXEL S.A. D class bonds in the “Catalyst” alternative trade system. Each bond had its nominal value of 1.000 PLN, coded by the National Deposit of Securities as "PLVOXEL00048". The decision was also made to trade the aforementioned bonds in the continuous trade system under an abbreviated name of "VOX0716".

ISSUANCE OF E CLASS BONDS

The Board of Directors of VOXEL S.A. with its registered office in Krakow on 23 June 2014 adopted resolution no. 01/06/2014 on the issuance of E class bonds, according to which the aims were the financing of a buyout of C class bonds issued on the basis of the resolution of the Board of Directors of the Issuer, resolution no. 02/05/2013 as of 27 May 2013 on the Bonds Issuance Programme, as well as the resolution no. 03/05/2013 on 27 May 2013 on the C class bonds issuance, and to inject the current capital of entities which are part of the VOXEL S.A. Group. VOXEL S.A. shall issue a total of no more than 10,000 E class bearer shares with nominal value of 1,000 PLN each and a total nominal value of no more than 10 000 000PLN. E class bonds shall be bought out by VOXEL S.A. within 24 months of the allocation date, where the E class bonds issuance conditions allow for the earlier buyout. The issuance price of one E class bond was equal to 1,000 PLN.

E class bonds have been issued as secured, as understood by the provisions of the Bonds Act. A collateral of E class bonds include: 1) a contract on granting the security for the benefit of bondholders of E class shares concluded with ALTERIS Spółka Akcyjna with its registered office in Katowice as the other party. The maximum amount of security granted by ALTERIS S.A. amounts to 150% of the nominal value of the allocated E class bonds. The contract on granting the security has been secured by blank bills of exchange with clauses "non-endorsable" and "without protest", issued by ALTERIS S.A. 2) blank promissory note with clauses "non-endorsable" and "without protest", issued by VOXEL S.A. to secure receivables of bondholders due to E class bonds.

E class bonds were offered though directing the purchase proposals to individual addressees (fewer than 150 persons), within the private offer, which does not constitute a public offer, according to 9 no. 3) of the Bonds Act.

The VOXEL S.A. Board of Directors, on 11 July 2014, on the basis of resolution no. 01/07/2014 decided to allocate 10,000 E class bearer bonds, issued on the basis of a resolution no. 01/06/2014 of the VOXEL S.A. Board of Directors adopted on 23 June 2014 on the  issuance of E class bonds according to the VOXEL S.A. E Class Bonds Allocation List.

RELEASING THE E CLASS BONDS ONTO THE CATALYST MARKET

On 31 July 2014, the Warsaw Stock Exchange Board of Directors adopted resolution no. 873/2014 on the release of VOXEL S.A. E class bearer bonds onto the "Catalyst" alternative trade system, on the basis of §5 item 1, in connection with §3 item 1, 2 and 4 no. 2) of the Regulations of the Alternative Trade System, and decided to release 10 000 VOXEL S.A E class bearer bonds, with nominal value of 1 000PLN each, into the "Catalyst" alternative trade system.

DESIGNATING THE FIRST DAY OF THE E CLASS BONDS TRADE ON CATALYST

On 5 August 2014, the Warsaw Stock Exchange Board of Directors passed resolution no. 886/2014 on the designation of the first trade date on the Catalyst alternative trade system, of VOXEL S.A. E class bearer shares. In the resolution, the Warsaw Stock Exchange Board of Directors designated 7 August 2014 as the first trade day on the Catalyst alternative trade system of 10,000 VOXEL S.A. E class bearer shares with nominal value of 1,000PLN each, marked by the National Deposit of Securities with a code of "PLVOXEL00055", and trade these bonds in the continuous trade system under an abbreviated number of "VOL0716".