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20/2011 Conclusion of a credit agreement by the Issuer’s subsidiary

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (“The Issuer”) informs that on August 12, 2011 a credit agreement (“The Agreement”) was concluded between:

– the Issuer’s subsidiary Belise Investments Sp. z o.o. headquartered in Warsaw (Issuer’s subsidiary, “The Subsidiary”, “The Borrower”) as borrower,
– the Issuer, Lakia Enterprises Ltd. headquartered in Nicosia (Cyprus) and East Europe Property Financing A.B. headquartered in Stockholm (Sweden) as guarantors and
– the Bank Zachodni WBK S.A. headquartered in Wrocław (“The Bank”).

Belise Investments Sp. z o.o. is realizing the project of the office building IRIS located at 9 Cybernetyki street in Warsaw (“The Project”). IRIS building realization is the last stage of the office and residential complex offering total usable space of over 50 000 sqm (office space) which is located at the junction of streets Cybernetyki and Postępu. The complex consists of office parks Cybernetyki Office Park (Helion, Luminar, Cybernetyki and Iris buildings) and Mokotów Plaza as well as of the residential part Mozaika.

Iris building is a 6-storeys office building with total rentable office space of approx. 13.470 sqm, total warehouse space of approx. 679 sqm and 233 parking places. Construction works and occupancy permit are planned to be finalized in Q4 2012.

Subject to the terms of the Agreement, the Bank makes available:
1) an Investment Loan up to EUR 20.141.000 made available towards financing or refinancing part of the Project’s costs or fit-out costs;

2) a revolving VAT Loan up to PLN 2.100.000, made available towards financing or partial refinancing the VAT tax, which is due because of the realization of the Project.

The final repayment of the Investment Loan will take place no later than on August 12 2019. The outstanding amounts will be repaid in EUR in accordance with the repayment schedule. The Subsidiary will pay interest based on the variable 1M EURIBOR deposit interest rate increased by the Bank’s margin.

The final repayment of the VAT Loan will take place no later than on August 12, 2014. The Subsidiary will pay interest based on the variable 1M WIBOR deposit interest rate increased by the Bank’s margin.

The Investment Loan and VAT Loan are secured by:
1. Contractual mortgage established by the Borrower for the Bank up to the amount of 40.282.000 EUR with regard to Investment Loan and up to 4.200.000 PLN with regard to VAT Loan on the right of perpetual usufruct of land and on the ownership rights of buildings which are located on this land, situated in Warsaw, Cybernetyki 9 street, for which the District Court for Warsaw – Mokotów in Warsaw, VII Land and Mortgage Register keeps a land and mortgage register KW WA2M/00143456/6;
2. Declaration of submission of the Borrower to enforcement;
3. Declaration of the subordinated debtor (i.e. East Europe Property Financing A.B.) of submission to enforcement;
4. Declaration of the guarantor (i.e. Celtic Property Developments S.A.) of submission to enforcement;
5. Declaration of the partner (i.e Lakia Enterprises Ltd) of submission to enforcement;
6. Power of attorney for the bank accounts of the Borrower provided to the Bank;
7. Subordination agreement;
8. Guarantee agreement;
9. Assignment of rights to debtors;
10. Agreement for financial and registered pledge over bank accounts;
11. Agreement for financial and registered pledge over shares.
Detailed provisions of the Agreement do not differ from the commonly used ones for this type of agreements.
The Agreement constitutes a significant agreement due to the fact that its value exceeds 10% of the Issuer equity amounting to 813.133 ths. PLN as per end of the Q1 2011. The value of mortgage is greater than the equivalent of 1.000.000 EUR (calculated on the basis of the average foreign exchange rate published by the National Bank of Poland on August 12, 2011).
Legal basis:
Art. 5.1.1 and Art. 5.1.3 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of non-member state.

Signatures of the persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Board, 12 August, 2011
2. Christopher Bruce, Member of the Board, 12 August, 2011

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CPD S.A.
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