Date: March 21st 2017 Current Report No. 11/2017 Subject: Resolutons adopted by Extraordnary General Meetng on March 21st 2017 The Management Board of Captal Park S.A. of Warsaw (the Company ) publshes attached to ths report the resolutons adopted by the Company s Extraordnary General Meetng held on March 21st 2017, ncludng, wth respect to each resoluton, the number of shares on whch vald votes were cast, the percentage of the share captal represented by these shares, and the total number of vald votes, broken down nto votes n favour, votes aganst and abstentons. Legal bass: Art. 56.1.2 of the Publc Offerng Act current and perodc nformaton. For the Company: Marcn Juszczyk
RESOLUTIONS ADOPTED AT THE EXTRAORDINARY GENERAL MEETING OF CAPITAL PARK S.A. DATED MARCH 21ST 2017 Resoluton No. 01/03/2017 of the Extraordnary General Meetng of Captal Park S.A. dated March 21st 2017 to appont the Charperson of the Extraordnary General Meetng The Extraordnary General Meetng of Captal Park S.A. of Warsaw hereby apponts Ms Katarzyna Ishkawa as the Charperson of the Meetng. In a vote on the resoluton, 83,255,060 (eghty-three mllon, two hundred and fftyfve thousand, sxty) vald votes were cast on 80,489,820 (eghty mllon, four hundred and eghty-nne thousand, eght hundred and twenty) shares, representng 75.67% (seventy-fve and sxty-seven hundredths) of the Company s share captal; - n the vote, a total of 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast. - 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast n favour of the resoluton; - there were no (0) abstentons; - no votes (0) were cast aganst the resoluton. Resoluton No. 02/03/2017 of the Extraordnary General Meetng of Captal Park S.A. dated March 21st 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.
In a vote on the resoluton, 83,255,060 (eghty-three mllon, two hundred and fftyfve thousand, sxty) vald votes were cast on 80,489,820 (eghty mllon, four hundred and eghty-nne thousand, eght hundred and twenty) shares, representng 75.67% (seventy-fve and sxty-seven hundredths) of the Company s share captal; - n the vote, a total of 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast; - 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast n favour of the resoluton; - no votes (0) were cast aganst the resoluton; - there were no (0) abstentons. Resoluton No. 03/03/2017 of the Extraordnary General Meetng of Captal Park S.A. dated March 21st 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 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 7. Closng of the Meetng.
In a vote on the resoluton, 83,255,060 (eghty-three mllon, two hundred and fftyfve thousand, sxty) vald votes were cast on 80,489,820 (eghty mllon, four hundred and eghty-nne thousand, eght hundred and twenty) shares, representng 75.67% (seventy-fve and sxty-seven hundredths) of the Company s share captal; - n the vote, a total of 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast; - 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast n favour of the resoluton; - no votes (0) were cast aganst the resoluton; - there were no (0) abstentons. Resoluton No. 04/03/2017 of the Extraordnary General Meetng of Captal Park S.A. dated March 21st 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 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, (the Resoluton ). Unless stated otherwse heren, all captalsed terms shall have the meanngs defned n the Resoluton.
Secton 1 1. Whereas: a) After Mr Jerzy Kowalsk submtted hs resgnaton from the poston of a member of the Company s Management Board on January 29th 2016, and after the Company s Supervsory Board passed Resoluton No. 01/01/2016 of January 29th 2016 to name Mr Jerzy Kowalsk Other Person Leavng the Scheme wthn the meanng of the Rules of the Incentve Scheme, t s the Extraordnary General Meetng s ntenton that Ms Knga Nowakowska should replace Mr Jerzy Kowalsk for the purposes of allotment of the last two seres of subscrpton warrants to be ssued under the Rules of the Incentve Scheme. b) It s the ntenton of the Company s Extraordnary General Meetng that the Incentve Scheme should: () be extended n tme and () apply to a broader group of Elgble Persons employed by the Company. 2. The Rules of the Incentve Scheme shall hereby be amended by replacng ts text wth the text of Appendx 1 hereto. Secton 2 1. In the lght of the amendments referred to n Secton 1, the Company s Artcles of Assocaton shall be amended as follows: a) Art. 7.2 of the Company s Artcles of Assocaton shall 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 and Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017. b) Art. 7.4 of the Company s Artcles of Assocaton shall read as follows: 4. The rght to acqure Seres D shares shall be exercsable untl June 30th 2021. 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. In a vote on the resoluton, 83,255,060 (eghty-three mllon, two hundred and fftyfve thousand, sxty) vald votes were cast on 80,489,820 (eghty mllon, four hundred and eghty-nne thousand, eght hundred and twenty) shares, representng 75.67% (seventy-fve and sxty-seven hundredths) of the Company s share captal; - n the vote, a total of 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast; - 83,255,060 (eghty-three mllon, two hundred and ffty-fve thousand, sxty) votes were cast n favour of the resoluton; - no votes (0) were cast aganst the resoluton; - there were no (0) abstentons Appendx 1 to Resoluton No. 04/03/2017of the Extraordnary General Meetng of Captal Park S.A. of Warsaw, dated March 21st 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, and by Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017 (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 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 shall mean a date fallng no later than one month A Warrants... after the allotment of shares under the IPO; Allotment Date for Seres shall mean a date fallng no later than two months B to Seres G Warrants... 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; Allotment Date for Seres shall mean a date fallng no later than two months H to Seres M Warrants... 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 shall mean the later of the followng dates: () wth Servce... 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 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 shall mean: Scheme () 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 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 shall mean the propertes known as Royal Wlanów, Park... 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 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; Elgble Persons... shall mean: () 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 ), each of them ndvdually an Elgble Person; Non-Defaultng Person shall mean: Leavng the Scheme () 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; Defaultng Person shall mean an Elgble Person who has commtted a Excluded from the Scheme Materal Breach; Notce of the Exercse of shall mean a letter from an Elgble Person to the
Rghts Incorporated n Company, concernng the exercse of rghts Warrants... ncorporated n the Warrants, substantally n the form set out n Appendx 2 (Form of Notce on the Exercse of Rghts Incorporated n Warrants); Confrmaton of the shall mean a confrmaton from the Company to Exercse of Rghts each Elgble Person, concernng the exercse of Incorporated n Warrants... rghts ncorporated n the Warrants, substantally n the form set out n Appendx 3 (Form of Confrmaton of the Exercse of Rghts Incorporated n Warrants); Scheme... ths term shall have the meanng assgned to t n Secton 1.1 of these Rules; Supervsory Board... shall mean the Company s Supervsory Board; Termnaton for Cause... shall mean (a) termnaton by the Company or ts subsdary of the Servce Contract of a gven Elgble Person or an entty fully or partly controlled by such Elgble Person: () due to a gross breach of the Servce Contract by such Elgble Person, whch, f t was capable of remedy, was not remeded wthn the deadlne specfed n such Servce Contract; or () wthout notce, except where a gven Elgble Person s a Non-Defaultng Person Leavng the Scheme; or (b) removal by the Company of an Elgble Person from the poston of Management Board member due to a gross breach of oblgatons towards the Company by such Elgble Person; Company... shall mean Captal Park S.A., a jont-stock company wth ts regstered offce at ul. Klmczaka 1, 02-797 Warsaw, Poland, entered n the Busness Regster of the Natonal Court Regster mantaned by the Dstrct Court for the Captal Cty of Warsaw, 13th Commercal Dvson of the Natonal Court Regster, under No. KRS 373001;
Resoluton... shall mean the resoluton of the Company s Extraordnary General Meetng of July 28th 2011, as amended on September 30th 2013 and March 21st 2017, on a condtonal ncrease n the Company s share captal, ssue of subscrpton warrants wth the Company s or Captal Park Group company s 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; Servce Contract shall mean an employment contract, mandate contract, pecework contract, or any other agreement for the provson of servces (ncludng any consultng or advsory servces), concluded by an Elgble Person (or an entty fully or partly controlled by such Elgble Person) wth the Company or wth any other entty of the Captal Park Group; Warrants... ths term shall have such meanng as assgned to t n Secton 1.2. of these Rules and shall nclude Seres A Warrants, Seres B to Seres G Warrants, and Seres H to Seres M Warrants; Seres A Warrants... shall mean warrants ssued as part of Seres A; Seres B to Seres G shall mean warrants ssued as part of Seres B, C, Warrants... D, E, F, and G; Seres H to Seres M shall mean warrants ssued as part of Seres H, I, J, Warrants... K, L, and M; Net Asset Value... shall mean, wth respect to each relevant Allotment Date for Seres B to Seres G Warrants, or Allotment Date for Seres H to Seres M Warrants, total assets less total labltes of the Captal Park Group as dsclosed n the most recent full-year or half-year consoldated fnancal statements of the Captal Park Group, audted or revewed (as applcable) by a qualfed audtor;
Management Board shall mean the Company s Management Board; Change n Control... shall mean a decrease n the percentage of total votng rghts held, drectly and ndrectly, by the Patron Captal Group n the Company below 25%. 4 Allotment of Warrants 4.1 Elgble Persons shall have the rght to acqure Warrants on the terms specfed heren. 4.2 The rght to acqure Warrants, referred to n Secton 1, shall not be transferable. 5 Condtonal share captal ncrease and delvery of Warrants 5.1 In connecton wth the Scheme and n accordance wth the Resoluton, the Company s share captal has been condtonally ncreased by up to PLN 7,218,738 by way of the ssue of up to 7,218,738 Shares. 5.2 The Warrants may be ssued n the form of global certfcates. Form of a Global Warrant Certfcate s attached as Appendx 1 (Form of a Global Warrant Certfcate) to these Rules. 5.3 The Warrants shall be delvered free of charge. 6 Allotment crtera 6.1 Seres A Warrants and Seres B to Seres G Warrants may be acqured exclusvely by Prmary Elgble Persons provded they contnue to be Management Board members and the respectve Servce Contracts executed wth such Prmary Elgble Persons reman n force, unless the Supervsory Board, at ts sole dscreton, resolves otherwse and abolshes, n full or n part, the oblgaton to meet these allotment crtera. Seres H to Seres M Warrants may be acqured exclusvely by: a) Prmary Elgble Persons f they contnue to be Management Board members and the respectve Servce Contracts executed wth such Prmary Elgble Persons reman n force, unless the Supervsory Board, at ts sole dscreton, resolves otherwse and abolshes, n full or n part, the oblgaton to meet these allotment crtera; b) Secondary Elgble Persons f the Servce Contracts executed wth such Secondary Elgble Persons reman n force, unless the Management Board, at ts sole dscreton, resolves otherwse and abolshes, n full or n part, the oblgaton to meet these allotment crtera. 6.2 The Warrants shall be ssued n seres. On each relevant Allotment Date, a new seres of Warrants shall be delvered, wth consecutve seres marked as Seres A, B, C, D, E, F, G, H, I, J, K, L and M, respectvely. 6.3 On the Allotment Date for Seres A Warrants, Mr Mchał Koślacz and Mr Marcn Juszczyk, beng Elgble Persons, as long as they are Management Board members and as long as ther respectve Servce Contracts reman n force (unless the Supervsory Board abolshes ths requrement n accordance wth Secton 6.1), shall have the rght to be allotted the followng number of Warrants:
(a) Mchał Koślacz: 302,012; (b) Marcn Juszczyk: 302,012. 6.4 On each Allotment Date for Seres B to Seres G Warrants, Elgble Persons, as long as they are Management Board members and as long as ther respectve Servce Contracts reman n force (unless the Supervsory Board abolshes ths requrement n accordance wth Secton 6.1), shall have the rght to be allotted the followng number of Warrants: (a) Mchał Koślacz: 50% * W; (b) Marcn Juszczyk: 50% * W; untl Mchał Koślacz and Marcn Juszczyk have n aggregate been allotted 1,113,588 Warrants, and subsequently: (a) Jerzy Kowalsk wth respect to Seres B, C, D and E Warrants or Knga Nowakowska wth respect to Seres F and G Warrants: 40.49% * W; (b) Jan Motz: 40.49% * W; (c) Mchał Koślacz: 9.51% * W; (d) Marcn Juszczyk: 9.51% * W; where, for each relevant Allotment Date for Seres B to Seres G Warrants (), W shall be computed accordng to the followng formula: W R* (111.359 N S ) where: R where: L 0 s the number of the Allotment Date for Seres B to Seres G Warrants, and {1, 2, 3, 4, 5, 6}; s a parameter defned by the number of Company shares ssued under the IPO, computed accordng to the followng formula: L R L 0 0 L L IPO max s the number of ordnary bearer shares n the Company on the day drectly precedng the IPO date (.e. the date of share allotment under the IPO). For the purposes of computng L 0, all shares whch have been acqured and pad for are taken nto account, wth the excepton of all shares ssued under the IPO based on the Company General Meetng s resoluton of Aprl 23rd 2013 concernng a share
N L IPO L max captal ncrease (even f the relevant share captal ncrease has not yet been regstered by the competent regstry court as at such date). s the number of shares ssued by the Company under the IPO. s the maxmum number of shares whch could be ssued under the IPO based on the Company General Meetng s resoluton of Aprl 23rd 2013 concernng a share captal ncrease, that s 20,955,314. s a parameter dependng on the Net Asset Value and computed n accordance wth the followng formula: NAV 1 NAV0 N 222.717 N j f N 0, and otherwse 0; 0,05 1 j 1 N 2.973.280 ; for =1, N 0 1 j 1 j where: NAV and where: S s the Net Asset Value on the Allotment Date for Seres B to Seres G Warrants ; NAV 0 s the sum of the Net Asset Value as at December 31st 2012 and net proceeds from the ssue of shares under the IPO, dvded by 1.1; s a parameter dependng on the market prce of Company shares on the regulated market, computed n accordance wth the followng formula: P 1 P0 S 222.717 S j f S 0, and otherwse 0; 0,05 1 j 1 S 2.973.280 ; for =1, S 0 1 j 1 j where: P P 0 s the Market Prce on the Allotment Date for Seres B to Seres G Warrants ; s the offer prce of Company shares under the IPO, dvded
by 1.1. 6.5 On each Allotment Date for Seres H to Seres M Warrants, Prmary Elgble Persons, as long as they are Management Board members (unless the Supervsory Board abolshes ths requrement n accordance wth Secton 6.1), shall have the rght to be allotted the followng number of Warrants: (a) Jan Motz: 30% * W; (b) Knga Nowakowska: 20% * W; (c) Marcn Juszczyk: 20% * W. where, for each relevant Allotment Date for Seres H to Seres M Warrants (), W shall be computed accordng to the followng formula: W 123. 519 N S where: N s the number of the Allotment Date for Seres H to Seres M Warrants, and {1, 2, 3, 4, 5, 6}; s a parameter dependng on the Net Asset Value and computed n accordance wth the followng formula: NAV 1 NAV0 N 368.427 N j f N 0, and otherwse 0; 0,05 1 j 1 N 2.099.824 ; for =1, N 0 where: 1 j 1 j NAV NAV 0 and where: S s the Net Asset Value on the Allotment Date for Seres H to Seres M Warrants, less net proceeds from any ssue of Company shares after December 31st 2016, plus the amount of dvdends pad by the Company and the aggregate prce of treasury shares bought back by the Company after December 31st 2016. s the Net Asset Value on the Allotment Date for Seres G Warrants, equal to PLN 972,784 (thousand); s a parameter dependng on the market prce of Company shares on the regulated market, computed n accordance wth the followng formula:
P 1 P0 S 338.013 S j f S 0, and otherwse 0; 0,05 1 j 1 where: S 2.099.824 ; for =1, S 0 1 j 1 j P Warrants ; s the Market Prce on the Allotment Date for Seres H to Seres M P 0 equals PLN 6.18. 6.6 On each Allotment Date for Seres H to Seres M Warrants, the parameter W havng been computed for the relevant Allotment Date for Seres H to Seres M Warrants by the Supervsory Board n accordance wth Secton 6.5., the Management Board, actng at ts sole dscreton, shall allot the correct number of Seres H to Seres M Warrants, takng nto account the 30% * W coeffcent, wth respect to Secondary Elgble Persons. Actng at ts sole dscreton, the Management Board shall be authorsed to pass resolutons determnng the numbers of Seres H to Seres M Warrants to be allotted to specfc Secondary Elgble Persons (f the Management Board fals to determne them, each Secondary Elgble Person shall be allotted the same number of Seres H to Seres M Warrants on the relevant Allotment Date for Seres H to Seres M Warrants). 6.7 Fractons of Warrants resultng from computatons based on the formulae defned n Sectons 6.4 and 6.5 shall be rounded up or down to the nearest nteger, n lne wth the roundng rules accordng to whch fractons equal to or hgher than 0.5 are rounded upwards and fractons lower than 0.5 are rounded downwards. 6.8 If Company shares are splt or consoldated, the Warrants shall also be splt or consoldated, accordngly. 6.9 The total number of Warrants delvered under the Scheme shall not exceed 7,218,738. 7 Warrant delvery procedure 7.1 On each Allotment Date, the Supervsory Board shall offer Warrants to the Prmary Elgble Persons, whle the Management Board shall offer Warrants to the Secondary Elgble Persons. The Company shall reasonably endeavour to ensure that the Supervsory Board and the Management Board hold ther meetngs no later than 2 (two) weeks before each Allotment Date. The perod for acceptng such offers shall be 14 (fourteen) days as of the later of the relevant Allotment Date and the date of the Elgble Person s recept of the offer. If an Elgble Person accepts the offer wthn that tme lmt, they shall be allotted the relevant number of Warrants on the ffteenth day as of the later of the relevant Allotment Date and the date of the Elgble Person s recept of the offer (the Delvery Date ).
7.2 The Supervsory Board shall be responsble for determnng the number of Warrants to be allotted to each Prmary Elgble Person and of the total number of Warrants to be delvered to Secondary Elgble Persons n accordance wth the allotment crtera defned n Secton 6. 8 Exercse of rghts ncorporated n Warrants 8.1 Each Warrant shall confer on the Elgble Person the rght to acqure one Share at the Strke Prce. 8.2 The rght ncorporated n each Seres A Warrant shall be exercsable on the frst annversary of the relevant Delvery Date at the earlest and on the second annversary of the relevant Delvery Date at the latest. The rght ncorporated n each Seres B to Seres G Warrant shall be exercsable on the second annversary of the relevant Delvery Date at the earlest and on the thrd annversary of the relevant Delvery Date at the latest, but n no case later than December 31st 2019. The rght ncorporated n each Seres H to Seres M Warrant shall be exercsable 18 months as of the relevant Delvery Date at the earlest and 30 months as of the relevant Delvery Date at the latest, but n no case later than June 30th 2021. 8.3 If a Change n Control occurs, all Warrants delvered before such Change n Control shall become mmedately exercsable. 8.4 The rghts ncorporated n Warrants shall be exercsed by Elgble Persons n accordance wth the followng procedure: (a) (b) (c) (d) an Elgble Person submts to the Company a Notce on the Exercse of Rghts Incorporated n Warrants, together wth the Global Warrant Certfcate; an Elgble Person pays to the Company the Strke Prce for exercsng the rghts ncorporated n the Warrants n accordance wth Secton 9.1; Shares are delvered n accordance wth the Resoluton; and Confrmatons of the Exercse of Rghts Incorporated n Warrants are delvered to Elgble Persons. 9 Payment of the Strke Prce 9.1 The Strke Prce shall be pad by an Elgble Person va a bank transfer to the bank account ndcated by the Company, not later than wthn 14 (fourteen) days as of the submsson of the relevant Notce on the Exercse of Rghts Incorporated n Warrants n accordance wth Secton 8.4. 9.2 For the avodance of doubt, the Strke Prce for Shares receved n exchange for Warrants may also be pad by way of a () contractual set-off of the Company s recevables equal to the Strke Prce for Shares aganst remuneraton granted by the Company to the Elgble Person (whch shall nclude remuneraton due from the Company under a manageral contract or servce contract, or under the Supervsory Board s resoluton to grant remuneraton to the Elgble Person), not later than on the day on whch the Elgble Person exercses hs or her rghts ncorporated n the Warrants, n a net amount equvalent to the Strke Prce for Shares acqured by such Elgble Person (net of all due ncome tax prepayments and socal securty contrbutons) or () payment made by Captal Park Group enttes followng the Elgble Person s transfer to the Company of all amounts payable to Elgble Persons
by such enttes. An Elgble Person shall bear no costs n connecton wth the recept of Shares transferred n the manner specfed above. 10 Cessaton of partcpaton n the Scheme 10.1 If an Elgble Person s () a Defaultng Person Excluded from the Scheme; or () a Non-Defaultng Person Leavng the Scheme or Other Person Leavng the Scheme, and becomes a Defaultng Person Excluded from the Scheme (even f a Materal Breach occurs after the Expry Date): (a) (b) (c) (d) the Supervsory Board (wth respect to Prmary Elgble Persons) or the Management Board (wth respect to Secondary Elgble Persons) shall pass a resoluton to the effect that a gven Elgble Person s or has become a Defaultng Person Excluded from the Scheme; all Warrants held by such Elgble Person shall expre and the rghts ncorporated n such Warrants shall not be exercsable; no further Warrants shall be allotted to such Elgble Person; and no bonus shall be due and payable to such Elgble Person, whether under a resoluton of the Supervsory Board or under a Servce Contract. 10.2 If an Elgble Person s another Person Leavng the Scheme: (a) (b) (c) (d) the Supervsory Board (wth respect to Prmary Elgble Persons) or the Management Board (wth respect to Secondary Elgble Persons) shall pass a resoluton to the effect that a gven Elgble Person s an Other Person Leavng the Scheme; subject to the provsons of Secton 10.1., such Elgble Person shall retan all Warrants he or she already holds and shall be elgble to exercse the rghts ncorporated n such Warrants n accordance wth Secton 8; no further Warrants shall be allotted to such Elgble Person; and no bonus shall be due and payable to such Elgble Person, whether under a resoluton of the Supervsory Board or under a Servce Contract. 10.3 Where an Elgble Person mght be deemed an Other Person Leavng the Scheme or a Defaultng Person Excluded from the Scheme under the terms and condtons of ths Scheme, the Supervsory Board (wth respect to Prmary Elgble Persons) or the Management Board (wth respect to Secondary Elgble Persons), actng at ther sole dscreton, may at any tme pass a resoluton to the effect that such Elgble Person s, nevertheless, a Non-Defaultng Person Leavng the Scheme. 10.4 If an Elgble Person s a Non-Defaultng Person Leavng the Scheme: (a) (b) (c) subject to the provsons of Secton 10.1., such Elgble Person shall retan all Warrants he or she already holds and shall be elgble to exercse the rghts ncorporated n such Warrants n accordance wth Secton 8; no further Warrants shall be allotted to such Elgble Person; and such Elgble Person s rght to receve any bonus under a resoluton of the
Supervsory Board or a Servce Contract shall survve unchanged, subject to the provsons of the relevant resolutons and Servce Contract. 11 Introducton of Shares to tradng on a regulated market 11.1 An Elgble Person who has acqured Shares shall have the rght to requre, by the end of March, June, September or December of each year, that the Company should promptly ntroduce the Shares held by such Person to tradng on the regulated market operated by the Warsaw Stock Exchange. The Company shall ntroduce such Shares to tradng on the regulated market operated by the Warsaw Stock Exchange as soon as possble, but n no case later than wthn two months as of recept of such request. 11.2 If the Company fals to ntroduce Shares to tradng on the regulated market operated by the Warsaw Stock Exchange n accordance wth Secton 11.1. above (after the Company has been notfed by an Elgble Person of such falure n wrtng, such notce clearly ndcatng the consequences of such falure under ths Secton 11.2, and the breach (falure) s not remeded wthn 10 (ten) busness days as of recept of such notce), then the Company shall: () buy back such Shares from the Elgble Person for the purpose of ther cancellaton; or () procure that a thrd party buys such Shares from the Elgble Person, n both cases at a prce equal to or hgher than the closng prce of Company Shares on the regulated market operated by the Warsaw Stock Exchange on the day of submttng the request. If the Company fals to buy back Shares from an Elgble Person wthn 14 days as of recept of the relevant request, the Company shall pay to the Elgble Person a cash compensaton equal to the product of the closng prce of Company Shares on the regulated market operated by the Warsaw Stock Exchange on the day of submttng the request and the number of Shares covered by the request. 12 Restrctons on the transferablty of Warrants 12.1 The Warrants shall not be transferable. 12.2 The Warrants must not be encumbered. 12.3 The Warrants may be nherted. The Company shall take reasonable steps n order to dentfy the hers of an Elgble Person. 13 Amendments 13.1 The Company s General Meetng may amend the Scheme at any tme. 13.2 Any such amendments shall only apply to allotments made after the date of the relevant amendment, unless Elgble Persons agree n wrtng that such amendments apply to all ther Warrants. 13.3 Seres F Warrants shall be ssued for Knga Nowakowska wthn two months as of the regstraton wth the regstry court of amendments to the Artcles of Assocaton reflectng the amendments to the Scheme ntroduced by Resoluton No. 04/03/2017 of the Company s Extraordnary General Meetng. The procedure specfed n Secton 7 shall apply accordngly, wth the provso that the Delvery Date for Seres F Warrants for the purposes of the Scheme shall be May 31st 2016, rrespectve of the date of Knga Nowakowska s acceptance of the offer to acqure Seres F Warrants. 13.4 Seres G Warrants shall be ssued for Knga Nowakowska wthn two months as of the
regstraton wth the regstry court of amendments to the Artcles of Assocaton reflectng the amendments to the Scheme ntroduced by Resoluton No. 04/03/2017 of the Company s Extraordnary General Meetng. The procedure specfed n Secton 7 shall apply accordngly, wth the provso that the Delvery Date for Seres G Warrants for the purposes of the Scheme shall be September 29th 2016, rrespectve of the date of Knga Nowakowska s acceptance of the offer to acqure Seres G Warrants. 14 Mscellaneous 14.1 The Scheme shall be governed by and construed n accordance wth the laws of Poland, and Polsh courts wth jursdcton over the Company s regstered offce shall have exclusve jursdcton for resoluton of any dsputes whch may arse from or n connecton wth the Scheme. Appendx 1 Form of a Global Warrant Certfcate CAPITAL PARK S.A. entered n the Natonal Court Regster, under No. KRS 373001 GLOBAL CERTIFICATE [number of warrants] ([n words: number of warrants]) SERIES [ ] REGISTERED SUBSCRIPTION WARRANTS allotted to [Elgble Person s name and surname] ssued by Captal Park S.A., wth ts regstered offce at ul. Klmczaka 1, 02-797 Warsaw, Poland, entered n the Busness Regster of the Natonal Court Regster mantaned by the Dstrct Court for the Captal Cty of Warsaw, 13th Commercal Dvson of the Natonal Court Regster, under No. KRS 373001 (herenafter referred to as the Issuer ). The Regstered Subscrpton Warrants were ssued pursuant to Art. 453.2 of the Commercal Companes Code and Resoluton No. 5 of the Company s Extraordnary General Meetng of July 28th 2011, as amended on September 30th 2013 by Resoluton No. 3 of the Company s Extraordnary General Meetng, and by Resoluton No. 04/03/2017 of the Company s Extraordnary General Meetng of March 21st 2017 (herenafter referred to as the Resoluton ). The Regstered Subscrpton Warrants shall be delvered free of charge. One (1) Regstered Subscrpton Warrant shall confer to ts holder the rght to acqure, wth the pre-emptve rghts of the Issuer s exstng shareholders waved, one Seres D bearer share wth a par value of PLN 1 (one) per share, ssued pursuant to the Resoluton, at an ssue prce equal to ts par value, on the terms and condtons specfed n the Incentve Scheme adopted by vrtue of the Resoluton. The Regstered Subscrpton Warrants shall not be transferable. The Regstered Subscrpton Warrants shall be governed by Polsh law. For the Issuer: [Name and surname] [Poston] Issued on [date] [Name and surname] [Poston]
Appendx 2 Form of Notce of the Exercse of Rghts Incorporated n Warrants Captal Park S.A. ul. Klmczaka 1 02-797 Warsaw, Poland [place and date] NOTICE OF THE EXERCISE OF RIGHTS INCORPORATED IN WARRANTS Wth reference to Seres [ ] regstered subscrpton warrants ssued by Captal Park S.A. 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, and by Resoluton No. 04/03/2017 of the Extraordnary General Meetng of March 21st 2017, I, the undersgned holder of a global warrant certfcate for [number] Seres [ ] subscrpton warrants, hereby exercse my rght to acqure [number] Seres D Company shares wth a par value of PLN 1 (one złoty) per share, at an ssue prce equal to ther par value under [number] Seres [ ] subscrpton warrants. [Elgble Person s name and surname] Appendx: Global certfcate for Seres [ ] Subscrpton Warrants. Appendx 3 Form of Confrmaton of the Exercse of Rghts Incorporated n Warrants [On Captal Park S.A. s letterhead] [Elgble Person s name and surname] [address] Warsaw, [date] CONFIRMATION OF THE EXERCISE OF RIGHTS INCORPORATED IN WARRANTS Captal Park S.A. of Warsaw (the Company ) hereby confrms that t has receved the Notce of the Exercse of Rghts Incorporated n Warrants of [date] sgned by [Elgble Person s name and surname], and that on [data] the Company ssued [number] Seres D shares,.e. the number equal to the number ndcated n the Notce of the Exercse of Rghts Incorporated n Warrants. [Name and surname] [Poston]