Legal basis: Art. 56 of the Public Offering Act. For the Company: Jan Motz President of the Management Board

Transcription

1 Current Report No. 29/2017 of August 22nd 2017 Issuer: Captal Park S.A. Ttle: Notce of Extraordnary General Meetng of Captal Park S.A. and draft resolutons for the Meetng The Management Board of CAPITAL PARK S.A., wth ts regstered offce at ul. Francszka Klmczaka 1, Warsaw, Poland, (the Company ), announces that the Company s Extraordnary General Meetng wll be held at 12 noon on September 19th 2017, at the EUROCENTRUM OFFICE COMPLEX (Conference Centre), at Aleje Jerozolmske 134, Warsaw, Poland. Full detals of the Extraordnary General Meetng are contaned n the notce attached as Appendx 1 to ths Report. Furthermore, the Management Board presents draft resolutons for the Extraordnary General Meetng convened for September 19th 2017, attached as Appendx 2 to ths Report. Legal bass: Art. 56 of the Publc Offerng Act For the Company: Jan Motz Presdent of the Management Board CAPITAL PARK S.A. ul. Klmczaka 1, Warsaw, Poland Tel.: (+48 22) , fax: (+48 22) Dstrct Court for the Captal Cty of Warsaw, 12th Commercal Dvson - KRS No NIP (Tax Identfcaton No.): Share captal: PLN 106,483,550.00

2 Appendx 1 Warsaw, August 22nd 2017 NOTICE BY THE MANAGEMENT BOARD OF CAPITAL PARK S.A. OF WARSAW OF THE EXTRAORDINARY GENERAL MEETING Actng under Art and Art. 398 of the Commercal Companes Code, the Management Board of CAPITAL PARK S.A. of Warsaw, ul. Francszka Klmczaka 1, Warsaw, Poland (the Company ) convenes an Extraordnary General Meetng of the Company (the General Meetng or the Meetng ) and, to ensure complance wth Art n conjuncton wth Art of the Commercal Companes Code, presents the followng nformaton: I. DATE, TIME AND PLACE OF THE GENERAL MEETING; DETAILED AGENDA FOR THE MEETING The Company s Management Board convenes the General Meetng for September 19th 2017; the meetng shall be held at 12 noon on September 19th 2017, at the EUROCENTRUM OFFICE COMPLEX (Conference Centre), at Aleje Jerozolmske 134, Warsaw, Poland. The agenda of the Meetng shall be as follows: 1. Openng of the Meetng. 2. Appontment of the Charperson. 3. Confrmaton that the Meetng has been duly convened and has the capacty to adopt resolutons 4. Resoluton to appont the Ballot Countng Commttee 5. Resoluton to approve the agenda 6. Resoluton to amend the Company s Artcles of Assocaton and authorse the Company s Supervsory Board to approve the consoldated text of the Company s Artcles of Assocaton. 7. Resoluton to amend Resoluton No. 5 of the Company s Extraordnary General Meetng of July 28th 2011 on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the exstng shareholders pre-emptve rghts n respect of the shares to be ssued as part of the condtonal share captal and the subscrpton warrants fully waved, and adopton of the Rules of the Incentve Scheme, as amended under Resoluton No. 3 of the Company s Extraordnary General Meetng of September 30th 2013 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 and the related amendment to the Company s Artcles of Assocaton. 8. Closng of the Meetng. II. RECORD DATE AND THE RIGHT TO PARTICIPATE IN THE GENERAL MEETING In lne wth Art of the Commercal Companes Code, the record date for partcpaton n the General Meetng falls sxteen days pror to the scheduled date of the

3 General Meetng,.e. on September 3rd The General Meetng may only be attended by persons who are the Company s Shareholders as at the record date. To partcpate n the General Meetng, holders of rghts under book-entry bearer shares should submt a request for the ssue of a personal certfcate confrmng ther rght to partcpate n the General Meetng to the entty keepng ther securtes account. The requests should be submtted no earler than after the publcaton of a notce of the General Meetng and no later than on the frst weekday followng the record date,.e. September 4th The certfcates should contan all nformaton requred under Art of the Commercal Companes Code, namely: 1) company name (name), regstered offce, address and seal of the certfcate s ssuer and the certfcate s reference number, 2) number of shares, 3) type and code of shares, 4) company name (name), regstered offce and address of the publc company whch ssued the shares, 5) par value of shares, 6) frst name and surname or company name of the holder of rghts attached to shares, 7) regstered offce (domcle) and address of the holder of rghts under the shares, 8) reason for ssung the certfcate, 9) date and place of ssung the certfcate, 10) sgnature of the person authorsed to ssue the certfcate. A lst of persons enttled to partcpate n the General Meetng s compled by the Management Board based on the records prepared by the Central Securtes Depostory of Poland (Krajowy Depozyt Paperów Wartoścowych S.A.) n accordance wth the laws and regulatons governng tradng n fnancal nstruments. Holders of rghts under regstered shares may partcpate n the General Meetng provded they are entered n the share regster as at the record date. III. PROCEDURES FOR PARTICIPATING IN THE GENERAL MEETING AND FOR EXERCISING VOTING RIGHTS 1. The rght of a Shareholder to request that a certan tem be placed on the agenda of the General Meetng A Shareholder or Shareholders representng at least one-twenteth of the Company s share captal may request that partcular matters be ncluded on the agenda of the General Meetng. Any such request should be submtted to the Management Board at least twenty-one days pror to the scheduled date of the General Meetng. The request should nclude grounds for or a draft resoluton concernng the proposed agenda tem. The request may be submtted n wrtng (delvered n person aganst confrmaton of submsson or sent wth proof of postng and aganst confrmaton of recept) to the followng address: Captal Park S.A., ul. Klmczaka 1, Warsaw, Poland, or n the form of an emal sent to: wza@captalpark.pl. Determnaton whether a request was sent by the requred deadlne wll be made based on the date of ts recept by

4 the Company, and n the case of requests sent by emal based on the date of entry of the request n the Company s electronc mal system (entry to the Company s mal server). Draft resolutons submtted n electronc form must be delvered as attachments n PDF format. A Shareholder or Shareholders requestng that a partcular matter be placed on the agenda must enclose relevant documents confrmng ther dentty and ther rght to request the ncluson of an tem n the agenda wth ther request. Such documents nclude n partcular: 1) a certfcate of depost or a certfcate confrmng the Shareholder s rght to partcpate n the General Meetng, ssued by the entty keepng the Shareholder s securtes account n accordance wth the laws and regulatons governng tradng n fnancal nstruments, statng that ts holder s a Shareholder n the Company and that t holds the requred number of shares as at the request date, 2) for a Shareholder who s a natural person a copy of hs or her dentty card, passport or another dentty document; 3) for a Shareholder who s not a natural person a copy of the vald entry n the relevant regster or another document evdencng authorty to represent the Shareholder; 4) f the request s submtted through a proxy a copy of the power of proxy sgned by the Shareholder or persons authorsed to represent the Shareholder, and a copy of the proxy s dentty card, passport or another offcal dentty document; f the proxy s not a natural person a copy of the vald entry n the relevant regster confrmng the authorty of a natural person (natural persons) to represent the proxy and a copy of the dentty card or passport of the natural person (natural persons) authorsed to represent the proxy. The oblgaton to enclose the documents specfed above apples to Shareholders submttng ther request n wrtng as well as to Shareholders submttng ther request n electronc form. The relevant documents should be delvered n the same form as the request (as prnted documents or scanned copes n PDF format). The Company may take reasonable steps to verfy a Shareholder s dentty and the valdty of delvered documents. Any amendments to the agenda made upon a Shareholder s or Shareholders request are announced by the Management Board as soon as practcable, but no later than eghteen days pror the scheduled date of the General Meetng. The new agenda s publshed on the Company s webste, at and announced n a current report. 2. The rght of a Shareholder to propose draft resolutons on matters whch have been placed or are to be placed on the agenda pror to the scheduled date of the General Meetng. A Shareholder or Shareholders representng at least one-twenteth of the Company s share captal may, pror to the date of the General Meetng, submt draft resolutons concernng any matters whch have been placed or are to be placed on the agenda. The draft resolutons may be submtted n wrtng (delvered n person aganst confrmaton of submsson or sent wth proof of postng and aganst confrmaton of recept) to the

5 followng address: Captal Park S.A., ul. Klmczaka 1, Warsaw, Poland, or n the form of an emal sent to: wza@captalpark.pl. Draft resolutons must be delvered to the Company no later than 24 hours before the date of the General Meetng, as the Company s requred to publsh such draft resolutons on ts webste. Determnaton whether draft resolutons were submtted by the requred deadlne wll be made based on the date and the tme of ther recept by the Company, and n the case of draft resolutons sent by emal based on the date and tme of ther entry n the Company s electronc mal system (entry to the Company s mal server). Draft resolutons submtted n electronc form must be delvered as attachments n PDF format. Draft resolutons proposed by shareholders are publshed mmedately on the Company s corporate webste at The Shareholder or Shareholders who submt draft resolutons on matters whch have been placed or are to be placed on the agenda of the General Meetng must enclose relevant documents confrmng ther dentty and ther rght to submt such draft resolutons wth ther proposal. Such documents nclude n partcular: 1) a certfcate of depost or a certfcate confrmng the Shareholder s rght to partcpate n the General Meetng, ssued by the entty keepng the Shareholder s securtes account n accordance wth the laws and regulatons governng tradng n fnancal nstruments, statng that ts holder s a Shareholder n the Company and that t holds the requred number of shares as at the request date, 2) for a Shareholder who s a natural person a copy of hs or her dentty card, passport or another dentty document; 3) for a Shareholder who s not a natural person a copy of the vald entry n the relevant regster or another document evdencng authorty to represent the Shareholder; 4) f the draft resoluton s submtted through a proxy a copy of the power of proxy sgned by the Shareholder or persons authorsed to represent the Shareholder, and a copy of the proxy s dentty card, passport or another offcal dentty document; f the proxy s not a natural person a copy of the vald entry n the relevant regster confrmng the authorty of a natural person (natural persons) to represent the proxy and a copy of the dentty card or passport of the natural person (natural persons) authorsed to represent the proxy. The oblgaton to enclose the documents specfed above apples to Shareholders submttng ther draft resolutons n wrtng as well as to Shareholders submttng ther draft resolutons n electronc form. The relevant documents should be delvered n the same form as the draft resolutons (as prnted documents or scanned copes n PDF format). The Company may take reasonable steps to verfy a Shareholder s dentty and the valdty of delvered documents. 3. The rght of a Shareholder to propose draft resolutons concernng matters placed on the agenda durng the General Meetng Shareholders have the rght to propose draft resolutons concernng any matters on the agenda durng the General Meetng.

6 4. Votng by proxy, ncludng nformaton on proxy votng forms and procedures for notfyng the Company of appontment of proxy by electronc means of communcaton Shareholders may attend the General Meetng and exercse ther votng rghts n person or by proxy. Shareholders attendng the General Meetng should have vald dentty documents on them. A Shareholder who s not a natural person may partcpate n the General Meetng and exercse votng rghts ether through a person authorsed to make declaratons of wll on the Shareholder s behalf or through a proxy. The rght to represent a Shareholder who s not a natural person should be evdenced by an offcal copy of the entry n the relevant regster (of whch the orgnal or a copy certfed as true by a notary publc, legal counsel or attorney should be submtted) or a sequence of powers of proxy and an offcal copy of the entry n the relevant regster, whch documents should be presented at the tme of regsterng attendance. A person grantng a power of proxy on behalf of a Shareholder who s not a natural person should be lsted n a copy of the Shareholder s vald entry n the relevant regster. Alternatvely, the person s appontment as the Shareholder s representatve should be evdenced by a relevant resoluton authorsng the person to act n that capacty, passed by the Shareholder s competent corporate body. If submtted, the resoluton must be the orgnal or a copy certfed as true by a notary publc, legal counsel or attorney. A proxy may exercse all the rghts of a Shareholder at the General Meetng unless the power of proxy stpulates otherwse. The proxy may grant further powers of proxy f permtted to do so under ther power of proxy. A proxy may represent more than one Shareholder and may vote the shares of ndvdual Shareholders n a dfferent manner. A Shareholder whose shares are regstered n an omnbus account may appont separate proxes to exercse the rghts attached to the shares regstered n such an account. A Shareholder whose shares are regstered n more than one securtes account may appont a separate proxy to exercse the rghts attached to the shares regstered n each account. If a member of the Management Board, member of the Supervsory Board, employee of the Company, or member of the governng bodes or employee of a subsdary company of the Company acts as a Shareholder s proxy at the General Meetng, the relevant powers of proxy may apply to one General Meetng only. The proxy s oblged to dsclose to the Shareholder any crcumstances gvng rse to an actual or potental conflct of nterest. In such a case, grantng further powers of proxy s not permtted. A power of proxy to partcpate n the General Meetng and exercse votng rghts must be n wrtng or n electronc form. Grantng a power of proxy n electronc form shall not requre attachng a safe electronc sgnature verfable wth a vald qualfed certfcate. A power of proxy drawn up n a foregn language should be translated nto the Polsh language by a sworn translator. Such power of proxy not translated nto the Polsh language by a sworn translator shall have no legal effect. If a power of proxy has been drawn up n a foregn language and Polsh, sworn translaton s not requred, n whch case the Company wll consder the Polsh verson as bndng. If a power of proxy s granted n electronc form, the shareholder must notfy the Company of the same by sendng an emal to: wza@captalpark.pl, wth the power of proxy attached

7 thereto as a PDF fle. To enable dentfcaton of shareholders grantng powers of proxy n electronc form, the followng documents should be attached to the notfcaton: () f the Shareholder s a natural person a copy of hs or her dentty card, passport or another offcal dentty document; or () f the Shareholder s not a natural person a copy of the vald entry n the relevant regster or another document confrmng the authorty of a natural person (natural persons) to represent the shareholder at the General Meetng (e.g. a complete sequence of powers of proxy). Should any doubts arse as to the valdty of the documents lsted above, the Management Board reserves the rght to request that the followng documents be presented by the proxy at the tme of regsterng attendance: () f the Shareholder s a natural person a copy of hs or her dentty card, passport or another offcal dentty document, certfed as true by a notary publc, legal counsel or attorney; or () () f the Shareholder s not a natural person the orgnal or a copy of the vald entry n the relevant regster or another document confrmng the authorty of a natural person (natural persons) to represent the shareholder at the General Meetng (e.g. a complete sequence of powers of proxy), certfed as true by a notary publc, legal counsel or attorney. To enable dentfcaton of the proxy, the Management Board reserves the rght to request that the followng documents be presented by the proxy at the tme of regsterng attendance: () f the proxy s a natural person hs or her dentty card, passport or another offcal dentty document; or () f the proxy s not a natural person the orgnal or a copy of the vald entry n the relevant regster or another document confrmng the authorty of a natural person (natural persons) to represent the proxy at the General Meetng (e.g. a complete sequence of powers of proxy), certfed as true by a notary publc, legal counsel or attorney. A proxy form s avalable from the Company s webste at Use of the form to appont a proxy s not oblgatory. At the same tme, shareholders are advsed that f a shareholder grants a power of proxy along wth a votng nstructon, the Company wll not check whether the proxy s exercsng the votng rghts n lne wth the nstructons receved from the shareholder. Therefore, please be advsed further that the votng nstructons should be gven exclusvely to the proxy. 5. Possblty and manner of partcpaton n the General Meetng wth the use of electronc means of communcaton The Company s Artcles of Assocaton do not provde for the possblty of attendng the General Meetng usng electronc means of communcaton. 6. Speakng at the General Meetng wth the use of electronc means of communcaton The Company s Artcles of Assocaton do not provde for the possblty of takng the floor durng the General Meetng usng electronc means of communcaton.

8 7. Votng by postal ballot or by electronc means of communcaton The Company s Artcles of Assocaton do not provde for the possblty of exercsng votng rghts by postal ballot or by electronc means of communcaton. No rules of procedure for the General Meetng have been establshed by the Company. Votng rghts may not be exercsed by postal ballot. IV. INFORMATION CONCERNING THE GENERAL MEETING All documents to be presented to the General Meetng, ncludng draft resolutons, and other nformaton concernng the General Meetng wll be publshed on the Company s webste at from the date of convenng the General Meetng. Shareholders enttled to partcpate n the General Meetng may obtan hard copes of all documents to be submtted to the General Meetng, along wth draft resolutons, from the Management Board s Secretarat at the Company s regstered offce at ul. Klmczaka 1 n Warsaw, between 10am and 4pm on busness days. V. ELECTRONIC COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE COMPANY Subject to lmtatons stated n the Commercal Companes Code and n ths Notce, Shareholders may contact the Company usng electronc means of communcaton. In partcular, Shareholders may use ths form of communcaton to submt motons, requests, notfcatons and documents. When communcatng wth the Company by electronc means, Shareholders should use the followng emal address: wza@captalpark.pl. Rsks related to the use of electronc means of communcaton are borne solely by the Shareholder. Any documents made n a language other than Polsh whch are sent to the Company by electronc means should be enclosed wth ther sworn translatons nto Polsh. Any documents sent by Shareholders to the Company or by the Company to Shareholders va electronc means should be scanned nto the PDF format. VI. LIST OF SHAREHOLDERS A lst of Shareholders enttled to attend the General Meetng wll be on dsplay n the Management Board s Secretarat at the Company s regstered address at ul. Klmczaka 1, Warsaw, between 10am and 4pm from September 14th Shareholders may request that the lst of Shareholders enttled to partcpate n the General Meetng be delvered to them free of charge va electronc mal, provdng an emal address to whch the lst s to be delvered. The request should be made n wrtng, sgned by the requestng Shareholder or persons authorsed to represent the Shareholder and sent n PDF format to: wza@captalpark.pl. Copes of documents confrmng the dentty of the Shareholder or persons actng on the

9 Shareholder s behalf (ncludng n partcular a copy of the dentty card, vald entry n the relevant regster or power of proxy) should be attached to the request. In accordance wth Art of the Commercal Companes Code, Shareholders may request to be provded wth copes of motons and proposals concernng matters ncluded on the agenda one week pror to the date of the General Meetng,.e. from September 12th VII. WEBSITE WHERE INFORMATION ON THE GENERAL MEETING WILL BE POSTED All nformaton concernng the General Meetng and the relevant proxy form are avalable from the Company s webste at VIII. TOTAL NUMBER OF COMPANY SHARES AND THE NUMBER OF VOTING RIGHTS ATTACHED TO THE SHARES AS AT THE NOTICE DATE The total number of the Company s outstandng shares s 106,483,550 (one hundred and sx mllon, four hundred and eghty-three thousand, fve hundred and ffty) shares wth a par value of PLN 1 (one złoty) per share, conferrng a total of 109,248,790 (one hundred and nne mllon, two hundred and forty-eght thousand, seven hundred and nnety) votng rghts at the Company s General Meetng, comprsng: a) 103,718,310 (one hundred and three mllon, seven hundred and eghteen thousand, three hundred and ten) ordnary bearer shares, conferrng a total of 103,718,310 (one hundred and three mllon, seven hundred and eghteen thousand, three hundred and ten) votng rghts at the Company s General Meetng; b) 2,765,240 (two mllon, seven hundred and sxty-fve thousand, two hundred and forty) regstered preference shares, each carryng two votes at the Company s General Meetng, conferrng a total of 5,530,480 (fve mllon, fve hundred and thrty thousand, four hundred and eghty) votng rghts at the Company s General Meetng. IX. PROPOSED AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION Proposed wordng of the added Art of the Company s Artcles of Assocaton: The provsons of Artcle 5.9 above shall also apply f Seres F regstered shares are converted nto bearer shares at the request of shareholder Jan Motz. If Seres F regstered shares are converted nto bearer shares, the votng preference shall expre. The Management Board of the Company shall decde on the share converson wthn 14 days from the date when the request s submtted by shareholder Jan Motz and shall mmedately undertake the actons specfed n Art. 5.9 above.

10 Exstng wordng of Art. 7.2 of the Company s Artcles of Assocaton: The purpose of the condtonal share captal ncrease s to grant the rght to acqure Seres D shares to the holders of subscrpton warrants ssued by the Company under Resoluton No. 5 of the Extraordnary General Meetng of July 28th 2011, as amended by Resoluton No. 3 of the Extraordnary General Meetng of September 30th 2013 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st Proposed wordng of Art. 7.2 of the Company s Artcles of Assocaton: The purpose of the condtonal share captal ncrease s to grant the rght to acqure Seres D shares to the holders of subscrpton warrants ssued by the Company under Resoluton No. 5 of the Extraordnary General Meetng of July 28th 2011, as amended by Resoluton No. 3 of the Extraordnary General Meetng of September 30th 2013, Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 and Resoluton No. 05/09/2017 of the Extraordnary General Meetng of September 19th Exstng wordng of Art of the Company s Artcles of Assocaton: If the mandate of an ndependent member of the audt commttee referred to n Art. 25 expres, the co-opted member of the Supervsory Board should meet the ndependence crtera referred to n Artcle 86.5 of the Act on Qualfed Audtors and be traned n accountng or fnancal audtng. Proposed wordng of Art of the Company s Artcles of Assocaton: If the mandate of an ndependent member of the audt commttee referred to n Art. 25 expres, the co-opted member of the Supervsory Board should meet the ndependence crtera referred to n Artcle of the Act on Statutory Audtors, Audt Frms, and Publc Oversght. Exstng wordng of Art of the Company s Artcles of Assocaton: approval of the Group s annual budgets and busness plans and of any materal changes thereto or devatons from ther provsons; the plans should nclude at least: a plan of revenue and expenses of the Group n the fnancal year, a forecast statement of fnancal poston at the end of the fnancal year, a plan of cash flows n the fnancal year (ncludng a detaled descrpton of ther mpact on the next year forecast), and a detaled descrpton of key events, plans and strateges (ncludng busness plans of each of the Subsdares); Proposed wordng of Art of the Company s Artcles of Assocaton: approval of the Group s annual budgets and busness plans and of any materal changes thereto or devatons from ther provsons; the plans should nclude at least: a plan of revenue and expenses of the Group n the fnancal year, a forecast statement of fnancal poston at the end of the fnancal year, a plan of cash flows n the fnancal year (ncludng a detaled descrpton of ther mpact on the next year forecast), and a detaled descrpton of key events, plans and strateges (ncludng busness plans of each of the Subsdares); the

11 Management Board of the Company shall ensure that the Subsdary CP Management Sp. z o.o. submt the annual operatng budget for the next year for approval of the Supervsory Board no later than one month before the end of the current year. Exstng wordng of Art of the Company s Artcles of Assocaton: Selecton of an entty qualfed to audt fnancal statements and to perform fnancal audtng procedures at the Company, and Proposed wordng of Art of the Company s Artcles of Assocaton: Selecton of an audt frm to audt fnancal statements and to perform fnancal audtng procedures at the Company, and Proposed wordng of the added Art g of the Company s Artcles of Assocaton: g) performance of actons descrbed n Art by the Subsdary. Exstng wordng of Art of the Company s Artcles of Assocaton: At least two members of the Supervsory Board should meet the crtera of beng ndependent from the Company and enttes wth materal lnks to the Company ( Independent Members of the Supervsory Board ). The ndependence crtera should be n lne wth Annex II to the Commsson Recommendaton ( Annex ). Wthout prejudce to the provsons of pont (b) of the Annex, a person employed at the Company or ts afflate cannot be deemed to meet the ndependence crtera set out n the Annex. In addton, any actual and sgnfcant relatonshp of a Supervsory Board member wth a shareholder that s enttled to exercse 5% or more of total votng rghts at the General Meetng shall also be deemed a relatonshp precludng ndependence of the Supervsory Board member. Proposed wordng of Art of the Company s Artcles of Assocaton: At least two members of the Supervsory Board should meet the ndependence crtera set out n Art of the Act on Statutory Audtors, Audt Frms, and Publc Oversght ( Independent Members of the Supervsory Board ). Exstng wordng of Art of the Company s Artcles of Assocaton (ncludng amendments resultng from a resoluton of the Annual General Meetng of June 29th 2017, documented by a notaral deed drawn up by a notary publc Tomasz Wojcechowsk (Rep. A. 1440/2017): The Supervsory Board shall appont an Audt Commttee, whch shall nclude at least three members of the Supervsory Board, of whom at least one member should be apponted by the second enttled shareholder. The requrements relatng to the composton of the Audt Commttee shall be governed by the Act on Statutory Audtors, Audt Frms, and Publc Oversght of May 11th 2017.

12 Proposed wordng of Art of the Company s Artcles of Assocaton: The Supervsory Board shall appont an Audt Commttee, whch shall nclude at least three members of the Supervsory Board, of whom at least one member should be apponted by the second enttled shareholder. The requrements relatng to the composton of the Audt Commttee shall be governed by the Act on Statutory Audtors, Audt Frms, and Publc Oversght. Exstng wordng of Art of the Company s Artcles of Assocaton: montorng of the ndependence of the audtor and the entty qualfed to audt fnancal statements, also n cases where the Company s provded wth servces other than fnancal audt. Proposed wordng of Art of the Company s Artcles of Assocaton: montorng of the ndependence of the audtor and the audt frm qualfed to audt fnancal statements, also n cases where the Company s provded wth servces other than fnancal audt. Exstng wordng of Art of the Company s Artcles of Assocaton: recommendng to the Supervsory Board an entty qualfed to audt fnancal statements and to perform fnancal audtng procedures at the Company. Proposed wordng of Art of the Company s Artcles of Assocaton: recommendng to the Supervsory Board an audt frm qualfed to audt fnancal statements and to perform fnancal audtng procedures at the Company. Exstng wordng of Art of the Company s Artcles of Assocaton: Act on Statutory Audtors shall mean the Polsh Act on Statutory Audtors and Ther Self- Government, Enttes Qualfed to Audt Fnancal Statements and Publc Oversght of May 7th 2009 (Dz.U. No. 77, tem 649, as amended), as applcable at the date of regstraton of Resoluton No. 10 of the Annual General Meetng to amend the Artcles of Assocaton, dated September 30th Proposed wordng of Art of the Company s Artcles of Assocaton: Act on Statutory Audtors, Audt Frms and Publc Oversght shall mean the Polsh Act on Statutory Audtors, Audt Frms, and Publc Oversght of May 11th 2017 publshed under tem 1089 n the Polsh Journal of Laws of June 6th 2017.

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14 Appendx 2 DRAFT RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING OF CAPITAL PARK S.A. OF WARSAW CONVENED FOR SEPTEMBER 19TH 2017 Resoluton No. 01/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 to appont the Charperson of the Extraordnary General Meetng The Extraordnary General Meetng of Captal Park S.A. of Warsaw hereby apponts Mr/Ms [ ] as the Charperson of the Extraordnary General Meetng. Resoluton No. 02/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 to appont the Ballot Countng Commttee The Extraordnary General Meetng of Captal Park S.A. of Warsaw hereby resolves not to appont a Ballot Countng Commttee as the Meetng has been provded wth access to an electronc ballot countng system. Resoluton No. 03/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 to approve the agenda for the Meetng The Extraordnary General Meetng of Captal Park S.A. of Warsaw hereby approves the followng agenda for the Meetng: 1. Openng of the Meetng. 2. Appontment of the Charperson. 3. Confrmaton that the Meetng has been duly convened and has the capacty to adopt resolutons. 4. Resoluton to appont the Ballot Countng Commttee. 5. Resoluton to approve the agenda. 6. Resoluton to amend the Company s Artcles of Assocaton and authorse the Company s Supervsory Board to approve the consoldated text of the Company s Artcles of Assocaton. 7. Resoluton to amend Resoluton No. 5 of the Company s Extraordnary General Meetng of July 28th 2011 on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the exstng shareholders pre-emptve rghts n respect of the shares to be ssued as part of the condtonal share captal and the subscrpton warrants fully waved, and adopton of the Rules of the Incentve Scheme, as amended under

15 Resoluton No. 3 of the Company s Extraordnary General Meetng of September 30th 2013 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 and the related amendment to the Company s Artcles of Assocaton. 8. Closng of the Meetng. Resoluton No. 04/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 to amend the Company s Artcles of Assocaton and authorse the Company s Supervsory Board to approve the consoldated text of the Company s Artcles of Assocaton Secton 1 The Extraordnary General Meetng of Captal Park S.A. of Warsaw (the Company ) hereby adopts the followng amendments to the Company s Artcles of Assocaton: 1. In Art. 5 of the Company s Artcles of Assocaton, secton 10 shall be added, readng as follows: The provsons of Artcle 5.9 shall also apply f Seres F regstered shares are converted nto bearer shares at the request of shareholder Jan Motz. If Seres F regstered shares are converted nto bearer shares, the votng preference shall expre. The Management Board of the Company shall decde on the share converson wthn 14 days from the date when the request s submtted by shareholder Jan Motz and shall mmedately undertake the actons specfed n Art. 5.9 above. 2. Art of the Company s Artcles of Assocaton shall read as follows: If the mandate of an ndependent member of the audt commttee referred to n Art. 25 expres, the co-opted member of the Supervsory Board should meet the ndependence crtera referred to n Artcle of the Act on Statutory Audtors, Audt Frms, and Publc Oversght. 3. Art of the Company s Artcles of Assocaton shall read as follows: approval of the Group s annual budgets and busness plans and of any materal changes thereto or devatons from ther provsons; the plans should nclude at least: a plan of revenue and expenses of the Group n the fnancal year, a forecast statement of fnancal poston at the end of the fnancal year, a plan of cash flows n the fnancal year (ncludng a detaled descrpton of ther mpact on the next year forecast), and a detaled descrpton of key events, plans and strateges (ncludng busness plans of each of the Subsdares); the Management Board of the Company shall ensure that the Subsdary CP Management Sp. z o.o. submt the annual operatng budget for the next year for approval of the Supervsory Board no later than one month before the end of the current year. 4. Art of the Company s Artcles of Assocaton shall read as follows: Selecton of an audt frm to audt fnancal statements and to perform fnancal audtng procedures at the Company, and

16 5. In Art of the Company s Artcles of Assocaton, pont g) shall be added, readng as follows: g) performance of actons descrbed n Art by the Subsdary. 6. Art of the Company s Artcles of Assocaton shall read as follows: At least two members of the Supervsory Board should meet the ndependence crtera set out n Art of the Act on Statutory Audtors, Audt Frms and Publc Oversght ( Independent Members of the Supervsory Board ). 7. Art of the Company s Artcles of Assocaton shall read as follows: The Supervsory Board shall appont an Audt Commttee, whch shall have at least three members of the Supervsory Board, of whom at least one member should be apponted by the second enttled shareholder. The requrements relatng to the composton of the Audt Commttee shall be governed by the Act on Statutory Audtors, Audt Frms, and Publc Oversght. 8. Art of the Company s Artcles of Assocaton shall read as follows: montorng of the ndependence of the audtor and the audt frm qualfed to audt fnancal statements, also n cases where the Company s provded wth servces other than fnancal audt. 9. Art of the Company s Artcles of Assocaton shall read as follows: recommendng to the Supervsory Board an audt frm qualfed to audt fnancal statements and to perform fnancal audtng procedures at the Company. 10. Art of the Company s Artcles of Assocaton shall read as follows: Act on Statutory Audtors, Audt Frms and Publc Oversght shall mean the Polsh Act on Statutory Audtors, Audt Frms, and Publc Oversght of May 11th 2017 publshed under tem 1089 n the Polsh Journal of Laws of June 6th Secton 2 The Extraordnary General Meetng hereby authorses the Company s Supervsory Board to adopt the consoldated text of the Company s Artcles of Assocaton, ncorporatng the amendments to the Artcles of Assocaton adopted on September 19th Grounds: 1) The purpose of the amendment proposed n Secton 1.1. of the resoluton s to regulate n the Artcles of Assocaton a potental converson of regstered preference shares nto bearer shares; 2) The purpose of the amendments proposed n Sectons 1.2, 1.4, of the resoluton s to adjust the Artcles of Assocaton to the new Act on Statutory Audtors, Audt Frms

17 and Publc Oversght of May 11th 2017, publshed n the Polsh Journal of Laws of June 6th 2017, tem No. 1089; 3) The purpose of the amendment proposed n Secton 1.3 of the resoluton s to regulate the deadlne and rules for preparaton of the annual operatng budget; 4) The purpose of the amendment proposed n Secton 1.5 of the resoluton s to clarfy the applcaton of the provsons of wth respect to exercse of votng rghts n subsdares. Resoluton No. 05/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 to amend Resoluton No. 5 of the Company s Extraordnary General Meetng of July 28th 2011 on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the exstng shareholders pre-emptve rghts n respect of the shares to be ssued as part of the condtonal share captal and the subscrpton warrants fully waved, and adopton of the Rules of the Incentve Scheme, as amended under resoluton No. 3 of the Company s Extraordnary General Meetng of September 30th 2013 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 and the related amendment to the Company s Artcles of Assocaton. The Extraordnary General Meetng of Captal Park S.A. of Warsaw (the Company ) hereby amends Resoluton No. 5 of the Company s Extraordnary General Meetng of July 28th 2011 on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the exstng shareholders pre-emptve rghts n respect of the shares to be ssued as part of the condtonal share captal and the subscrpton warrants fully waved, and adopton of the Rules of the Incentve Scheme, as amended under Resoluton No. 3 of the Company s Extraordnary General Meetng of September 30th 2013 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017, (the Resoluton ). Unless stated otherwse heren, all captalsed terms shall have the meanngs defned n the Resoluton. Secton 1 Consderng that the ntenton of the Extraordnary General Meetng of the Company s that the Incentve Scheme cover no more than 149 Elgble Persons who are employees of the Company, the Rules of the Incentve Scheme shall hereby be amended by replacng ther text wth the text of Appendx 1 hereto. Secton 2 1. In the lght of the amendments referred to n 0, Art. 7.2 of the Company s Artcles of Assocaton shall be amended to read as follows: 2. The purpose of the condtonal share captal ncrease s to grant the rght to acqure Seres D shares to the holders of subscrpton warrants ssued by the Company under Resoluton No. 5 of the Extraordnary General Meetng of July 28th 2011, as amended by Resoluton No. 3 of the Extraordnary General Meetng of September 30th 2013, Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 and Resoluton No. 05/09/2017 of the Extraordnary General Meetng of September 19th 2017.

18 2. The Company s Management Board shall be authorsed to have the amendments to the Artcles of Assocaton referred to heren regstered wth the competent regstry court. Secton 3 Ths Resoluton shall become effectve as of ts date, and the provsons amendng the Company s Artcles of Assocaton shall become effectve as of the date of regstraton of the amendments wth the competent regstry court.

19 Appendx 1 to Resoluton No. 05/09/2017 of the Extraordnary General Meetng of Captal Park S.A. of September 19th 2017 RULES OF THE INCENTIVE SCHEME 1 Scheme 1.1 The Incentve Scheme (the Scheme ) has been establshed pursuant to Resoluton No. 5 of the Extraordnary General Meetng of Captal Park S.A. (the Company ) of July 28th 2011 on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the exstng shareholders pre-emptve rghts n respect of the shares to be ssued as part of the condtonal share captal and the subscrpton warrants fully waved, and adopton of the Rules of the Incentve Scheme, as amended on September 30th 2013 by Resoluton No. 3 of the Company s Extraordnary General Meetng, on March 21st 2017 by Resoluton No. 04/03/2017 of the Company s Extraordnary General Meetng, and on September 19th 2017 by Resoluton No. 05/09/2017 of the Company s Extraordnary General Meetng, (herenafter referred to as the Resoluton ). 1.2 Regstered subscrpton warrants delvered under the Scheme (the Warrants ) enttle Elgble Persons to acqure Seres D Shares ssued by the Company pursuant to the Resoluton (the Shares ). 1.3 The Scheme shall reman effectve untl the Expry Date. Followng the expry of the Scheme, Elgble Persons shall no longer be offered new Warrants, but the Warrants offered as part of the Scheme before the Expry Date shall reman vald. 2 Purpose of the Scheme The purpose of the Scheme s to create added value for shareholders by offerng Elgble Persons ncentves to retan them at the Company, consstng n the rght to acqure Company Shares. 3 Defntons 3.1 Captalsed terms used n these Rules shall have the followng meanngs: Shares... shall mean no more than 7,218,738 Seres D ordnary bearer shares n the Company wth a par value of PLN 1 (one) per share; Market Prce... shall mean, wth respect to each relevant Allotment Date for Seres B to Seres G Warrants, and Allotment Date for Seres H to Seres M Warrants, the average prce of Company Shares on the regulated market operated by the Warsaw Stock Exchange at the close of all tradng sessons n the sx months ended June 30th or December 31st, drectly precedng such Allotment Date for Seres B to Seres G Warrants or Allotment Date for Seres H to Seres M Warrants, or, n the case of the frst

20 Allotment Date for Seres B to Seres G Warrants an approprately shorter perod; Strke Prce... shall mean the ssue prce of Shares equal to the par value of Shares; Allotment Date... shall mean the Allotment Date for Seres A Warrants, the Allotment Date for Seres B to Seres G Warrants, and the Allotment Date for Seres H to Seres M Warrants; Allotment Date for Seres A Warrants... Allotment Date for Seres B to Seres G Warrants... Allotment Date for Seres H to Seres M Warrants... shall mean a date fallng no later than one month after the allotment of shares under the IPO; shall mean a date fallng no later than two months after the publcaton of the half-year or full-year consoldated fnancal statements of the Captal Park Group, revewed or audted (as applcable) by a qualfed audtor before the Expry Date. The frst Allotment Date for Seres B to Seres G Warrants shall mean a date fallng no later than two months after the publcaton of the half-year or full-year consoldated fnancal statements of the Captal Park Group, revewed or audted (as applcable) by a qualfed audtor, coverng the perod n whch the Intal Publc Offerng (IPO) took place,.e. n whch shares were allotted under the IPO; shall mean a date fallng no later than two months after the publcaton of the half-year or full-year consoldated fnancal statements of the Captal Park Group, revewed or audted (as applcable) by a qualfed audtor before the Expry Date. The frst Allotment Date for Seres H to Seres M Warrants shall mean a date fallng no later than two months after the publcaton of the full-year consoldated fnancal statements of the Captal Park Group, revewed or audted (as applcable) by a qualfed audtor, for the fnancal year ended December 31st 2016; Delvery Date... shall mean a date on whch Warrants of a gven seres are delvered pursuant to Secton 7.1.; Expry Date... shall mean the seventh Allotment Date; Dates of Termnaton of Servce... shall mean the later of the followng dates: () wth respect to a Prmary Elgble Person a date on whch the mandate of that Elgble Person as Management Board member expres; and () wth respect to all Elgble Persons a date on whch the Servce Contract wth such Elgble Person s termnated or expres; Competng Actvty... shall mean: holdng shares n, employment n, provson of servces for, or holdng any poston under an employment contract or a consultancy agreement or under any other legal relatonshp, or

21 wthout a legal relatonshp, whether drectly or ndrectly, n any compettor of the Captal Park Group, where: () such nvestment or constructon project or sales actvty s pursued by such compettor n a dstrct where Materal Assets of Captal Park are located, and conssts n holdng property whose ntended use and nature (wth respect to offce, retal or resdental space) are smlar to those of a Materal Asset of Captal Park; and () such nvestment or constructon project or sales actvty has an effect on the value of any Materal Asset of Captal Park, equal to at least 10% of the value of a gven Materal Asset of Captal Park (whch s, as the case may be, the current value of the asset followng project completon, or the expected value of the asset upon completon, n lne wth the Captal Park Group s busness plan). For the avodance of doubt, holdng no more than 5% of shares n companes lsted on a regulated market and conductng any busness wth the Company s consent (such consent not to be unreasonably wthheld by the Company) s not, n tself, a Competng Actvty; Captal Park Group... shall mean the Company and ts subsdares for whch the Company prepares consoldated fnancal statements n complance wth the Internatonal Fnancal Reportng Standards, as endorsed by the European Unon; Patron Captal Group... shall mean all or any of the followng enttes (as the case may be): Patron Captal L.P. II, Patron Captal L.P. III, and all the other Patron funds, all enttes controlled drectly or ndrectly or jontly controlled by the above enttes, as well as all consultancy servce provders to those funds or controlled enttes. The terms control and jont control shall have meanngs assgned to them n Internatonal Accountng Standard 24 Related Party Dsclosures; Other Person Leavng the Scheme shall mean: () a Prmary Elgble Person who has voluntarly termnated hs or her Servce Contract, or who voluntarly resgned from the poston of Management Board member, wth the provso that the terms voluntary termnaton and voluntary resgnaton shall not nclude termnaton of a Servce Contract or resgnaton from the poston of Management Board member due to a proven, serous breach of the Company s oblgatons towards a Prmary Elgble Person preventng such Prmary Elgble Person from performng hs or her dutes under the Servce Contract or servng as Management Board member. A Prmary Elgble Person shall not be deemed Other Person Leavng the Scheme, unless the Supervsory Board, at ts

22 sole dscreton, resolves otherwse and concludes n accordance wth Secton 6.1 (a) that such person shall retan the status of a Prmary Elgble Person; or () a Secondary Elgble Person who has voluntarly termnated hs or her Servce Contract, wth the provso that the terms voluntary termnaton and voluntary resgnaton shall not nclude termnaton of a Servce Contract due to a proven, serous breach of the Company s oblgatons towards a Secondary Elgble Person preventng such Secondary Elgble Person from performng hs or her dutes under the Servce Contract. A Secondary Elgble Person shall not be deemed Other Person Leavng the Scheme, unless the Management Board, at ts sole dscreton, resolves otherwse and concludes n accordance wth Secton 6.1 (b) that such person shall retan the status of a Secondary Elgble Person. IPO... shall mean the ntal publc offerng of Company shares on the regulated market operated by the Warsaw Stock Exchange; Materal Assets of Captal Park... shall mean the propertes known as Royal Wlanów, Eurocentrum (Alpha, Beta, Gamma, and Delta buldngs), and Norbln, owned by the Captal Park Group as at September 30th 2013; Materal Breach... shall mean any of the followng: () Termnaton for Cause, by the Company or any of ts subsdares, of the Servce Contract of an Elgble Person, or removal, for a Cause, of a gven Elgble Person from the poston of Management Board member; () commttng by a gven Elgble Person of an offence confrmed by a fnal court judgement whch, n accordance wth Art. 18 of the Commercal Companes Code, prevents such Elgble Person from contnued performance of hs or her dutes; () conductng by a gven Elgble Person of a Competng Actvty durng the term of the Servce Contract, or at any tme durng the eghteen months as from the gven Date of Termnaton of Servce; (v) solctng or nducng by a gven Elgble Person, drectly or ndrectly, an employee or consultant of any entty of the Captal Park Group to leave the Captal Park Group durng the term of the Servce Contract of such Elgble Person, or at any tme durng the eghteen months as from the gven Date of Termnaton of Servce; (v) solctng or nducng by a gven Elgble Person, drectly or ndrectly, any customer of any entty of the Captal Park Group to leave the Captal Park Group, or nterferng wth such customer s busness durng the term of the Servce Contract of such Elgble Person, or at any tme durng the eghteen months as from the gven

23 Maxmum Number of Elgble Persons Elgble Persons... shall mean: Non-Defaultng Person Leavng the Scheme Defaultng Person Excluded from the Scheme Notce of the Exercse of Rghts Incorporated n Warrants... Confrmaton of the Exercse of Rghts Incorporated n Warrants... Date of Termnaton of Servce, provded that such solctaton, nducement, or nterference has a materal adverse effect on the operatons of the Captal Park Group; shall have the meanng assgned to t n Secton 7.3 of these Rules; () the followng Management Board members: Jerzy Kowalsk, Jan Motz, Mchał Koślacz, Marcn Juszczyk, and Knga Nowakowska ( Prmary Elgble Persons ), () other Company employees who are not Management Board members, as the Management Board may at ts dscreton resolve to desgnate ( Secondary Elgble Persons ), and each of them ndvdually s an Elgble Person; (n each case n lne wth the Maxmum Number of Elgble Persons); shall mean: () a Prmary Elgble Person who ceased to serve as Management Board member, other than a Defaultng Person Excluded from the Scheme or Other Person Leavng the Scheme; or () an Elgble Person whose Servce Contract expred, other than a Defaultng Person Excluded from the Scheme or Other Person Leavng the Scheme; () an Elgble Person, f the Supervsory Board (wth respect to a Prmary Elgble Person) or the Management Board (wth respect to a Secondary Elgble Person) at ther sole dscreton so decde n accordance wth Secton 10.3, regardless of the fact that, under the terms and condtons of the Scheme, such Elgble Person could be deemed a Defaultng Person Excluded from the Scheme or Other Person Leavng the Scheme, wth the provso that n each case ths shall mean a person who dd not later become a Defaultng Person Excluded from the Scheme; shall mean an Elgble Person who has commtted a Materal Breach; shall mean a letter from an Elgble Person to the Company, concernng the exercse of rghts ncorporated n the Warrants, substantally n the form set out n Appendx 2 (Form of Notce on the Exercse of Rghts Incorporated n Warrants); shall mean a confrmaton from the Company to each Elgble Person, concernng the exercse of rghts ncorporated n the Warrants, substantally n