KERNEL HOLDING S.A. - SIGNING OF A CALL OPTION AGREEMENT

POLISH FINANCIAL SUPERVISION AUTHORITY

UNI - EN REPORT No 3 / 2010

Date of issue: 2010-02-14

Short name of the issuer

KERNEL HOLDING S.A.

Subject

SIGNING OF A CALL OPTION AGREEMENT

Official market - legal basis

Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne

Unofficial market - legal basis

Contents of the report:

Kernel Holding S.A. ("Kernel") is pleased to announce that, following the call option agreement signed on 13 January 2010 (current report no 1/2010) to acquire a controlling interest in the Allseeds group of companies ("Allseeds"), on 12th February 2010 Kernel signed a call option agreement to acquire the 37.6% minority shareholders interest in Allseeds, subject to approval of both transactions by the Antimonopoly Committee of Ukraine ("AMC approval"). The Call Option agreements value Allseeds at an Enterprise Value (i.e. market value of all its shares and of its net interest bearing debt) of approximately USD 230 million. The final cash consideration to be paid by Kernel is subject to certain adjustments based on 31 March 2010FY IFRS audited figures of Allseeds. ING Bank N.V. has acted as Kernel’s financial advisor on both transactions.

Annexes

File Description

KERNEL HOLDING S.A.

(fullname of the issuer)

KERNEL HOLDING S.A. Spożywczy (spo)

(short name of the issuer) (sector according to clasification of the WSE in Warsow)

L-1331 Luksemburg

(post code) (city)

boulevard Grande-Duchesse Charlotte 65 65

(street) (number)

(phone number) (fax)

(e-mail) (web site)

(NIP) (REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY

Date Name Position / Function Signature

2010-02-14 P.Conrad, A.Usacheva Directors