2015 Current Reports EN

8/2015 Convening the AGM

I. CONVENING THE ANNUAL GENERAL MEETING

The Management Board of CPD S.A. (former name: Celtic Property Developments S.A.) with the corporate seat in Warsaw (hereinafter “the Company”), registered in the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw, XIII Economic Division of the National Court Register under number KRS 0000277147, pursuant to articles 395, 399 § 1,and, 4021 and 4022 of the Commercial Companies Code (hereinafter “CCC”) and § 38.1 of the Ordinance of the Minister of Finance of 19 February 2009 OGM on current and periodic information passed by issuers of securities and on conditions of considering it as equivalent to information required under the law of state that is not a Member State (Journal of Laws No. 33, item 259, as amended), hereby convenes the Annual General Meeting of the Company (hereinafter “the General Meeting” “the Annual General Meeting” or “OGM”) to be held on June 17, 2015 at 10:00 at the Company’s office at Cybernetyki 7B, 02-677 Warsaw, with the following agenda:
The Annual General Meeting hereby adopts the following agenda:
1) Opening the General Meeting.
2) Appointing the Chairman of the General Meeting.
3) Confirming that the Annual General Meeting has been convened correctly and is empowered to adopt resolutions.
4) Adopting the agenda of the General Meeting.
5) Presentation of the Financial Statement of the Management Board of CPD S.A. for the financial year 2014;
6) Presentation of the Activity Report of the Management Board of CPD S.A. and motion of the Management Board as how to cover the loss for the financial year 2014;
7) Presentation of the Activity Report of the Supervisory Board for the financial year 2014;
8) Adopting the resolution for the approval of the Activity Report of Management Board of the CPD S.A for the financial year 2014;
9) Adopting the resolution for the approval of the financial statements of the CPD S.A. for the financial year 2014;
10) Adopting the resolution of allocation of the profit for the financial year 2014.
11) Presentation of the Activity Report of the Management Board of the CPD S.A. Capital Group and the consolidated financial statements of the CPD S.A. Capital Group for the financial year 2014.
12) Adopting the resolution for the approval of the activity report of Management Board of the CPD S.A. Capital Group for the financial year 2014.
13) Adopting the resolution for the approval of the Consolidated Financial statement of Management Board of the CPD S.A. Capital Group for the financial year 2014.
14) Adopting of resolutions regarding appointment of members of Management Board of CPD S.A. for the performance of their duties in 2014.
15) Adopting of resolutions regarding appointment of members of Supervisory Board of CPD S.A. for the performance of their duties in 2014.
16) Adopting the resolution on fixing remuneration for the Supervisory Board members;
17) Adopting the resolution the composition of the members of the Supervisory Board of the CPD S.A.;
18) Closing the General Meeting.

II. Information on attendance at the General Meeting

1. Stockholders’ rights to demand putting certain issues on the agenda of the General Meeting and to submit draft resolutions
1.1. Right to demand putting certain issues on the agenda of the General Meeting
Under article 401.1 of the Code of Commercial Companies (hereinafter “CCC”), Stockholder(s) representing at least one twentieth of the Company’s equity may demand putting certain issues on the agenda of the General Meeting. The demand should be submitted to the Company’s Management Board at least twenty-one days prior to the day of the General Meeting, i.e. until May 27, 2015.
The demand should contain:
(i) justification of or draft resolution on the proposed item of the agenda;
(ii) copy of document confirming the Stockholder’s identity:
– natural persons: copy of ID card, passport or any other document confirming the Stockholder’s identity;
– Stockholder other than natural person (legal person, organisational unit without personality at law): copy of extract from relevant register or another document confirming the natural person(s) right to represent the Stockholder, as well as copy of ID card, passport or any other official document confirming identity of person(s) authorised to represent the Stockholder;
– if the demand is submitted by proxy, additionally: copy of power of attorney granted by the Stockholder or by the Stockholder’s representative (if the Stockholder is not a natural person) and copy of ID card, passport or any other official document confirming the proxy’s identity; or, when the proxy is not a natural person: copy of extract from relevant register or another document confirming authorisation of natural person(s) to represent the proxy, as well as copies of ID cards, passports or other official documents confirming identity of natural person(s) authorised to represent the proxy;
(iii) document(s) confirming the number of stocks in the Company authorising its holder to submit the demand, which may be a certificate of deposit issued by the operator of securities account with stocks in the Company held by the Stockholder(s) submitting the demand, which will evidence that the party submitting the demand is the Stockholder of the Company (or Stockholders of the Company acting jointly, or proxy of Stockholders under relevant power of attorney) and that that party represents at least 1/20 of the Company’s equity.
The demand may be submitted at the Company’s office (ul. Cybernetyki 7B, 02-677 Warsaw) or by email: shareholder@cpdsa.pl (.pdf format)

1.2. Right to submit draft resolutions on issues put on the agenda of the General Meeting
Under article 401.4 of CCC, Stockholder(s) representing at least one twentieth of the Company’s equity may submit draft resolutions on issues put on the agenda of the General Meeting or issues that may be put on the agenda. Those drafts should be submitted in written form before the date of the General Meeting to the Company’s office (ul. Cybernetyki 7B, 02-677 Warsaw) or by email: shareholder@cpdsa.pl (.pdf format). Those drafts should be appended with the documents mentioned in 1.1(ii) and (iii) above.

1.3. Right to submit draft resolutions during the General Meeting
Under article 401.5 CCC, during the General Meeting each Stockholder authorised to attend it may submit draft resolutions on issued put on the agenda of the General Meeting.

2. Procedures for attending the General Meeting and exercising the right to vote
2.1. Day of registration of attendance and right to attend OGM
The Management Board of the Company informs that under article 4061 CCC the General Meeting may be attended only by persons that are Stockholders of the Company as of sixteenth day preceding the date of the General Meeting, i.e June 1, 2015 (“the Attendance Registration Day”).
The number of Stockholders authorised to attend the General Meeting will be fixed on the basis of information received by the Company from the National Securities Depository (hereinafter “KDPW”). However, the Management Board recommends Stockholders to carry their individual certificates of right to attend the General Meeting issued by the securities account operator. The request to issue individual certificate of right to attend the General Meeting should be submitted to the securities account operator after the date of this notice of convention of the General Meeting until the first working day after the Attendance Registration Day, i.e. until June 2, 2015.

2.2. List Stockholders entitled to attend OGM
The list of Stockholders entitled to attend the General Meeting will be compiled on the basis of the list provided by KDPW and will be available at the Management Board’s office in Warsaw, ul. Cybernetyki 7b, from 9:00 to 16:00 for three working days preceding the General Meeting, i.e. from June 12, 2015 to June 16, 2015. Stockholders may review the list of Stockholders entitled to attend the General Meeting at that office and may demand a copy of that list, upon payment for making such a copy.
During the three working days preceding the General Meeting, each Stockholder may request mailing the list of Stockholders entitled to attend the General Meeting, free of charge, to a given address. The request must be written and signed by the Stockholder or by persons authorised to represent that Stockholder and must be emailed to shareholder@cpdsa.pl (.pdf format) with copies of documents confirming the fact that the requesting person is a Stockholder and confirming the identity of the Stockholder or the person representing the Stockholder as provided in sections 1.1(ii) and (iii) above.

2.3. Method of attending the General Meeting and exercising the right to vote
Stockholders who are natural persons may attend the General Meeting and exercise their right to vote personally or through proxies. Stockholders that are not natural persons may attend the General Meeting and exercise their right to vote through persons authorised to declare those Stockholders’ intentions or through proxies.
Stockholders will be admitted to the General Meeting upon presentation of identity document; proxies will be admitted upon presentation of identity document and power of attorney. Proxies and representatives of Stockholders other than natural persons should also present valid extracts from relevant registers indicating persons authorised to represent those entities and evidencing their right to represent the Stockholder.
Half an hour before starting the General Meeting registration of its attendants will begin by signing by Stockholders and/or their proxies of the list of attendants compiled on the basis of the list of admitted parties indicating numbers of their stocks and related votes at the General Meeting.
If any Stockholder is not put on the list of admitted parties but possesses individual certificate of right to attend the General Meeting issued by the securities account operator not later than on the first working day after the Attendance Registration Day, the Company must admit that Stockholder to the General Meeting.
When a Stockholder is put on the list of admitted parties, the Company must not demand any certificate of that Stockholder’s right to attend the General Meeting.

2.4. Stockholders’ proxies
(i) Under article 4121.2 of CCC, powers of attorney should be granted in writing or emailed. Emailed powers of attorney do not require any safe electronic signature verified by valid qualified certificate.
(ii) Electronic powers of attorney may be emailed on the form provided on the Company’s web site www.cpdsa.pl, insert “General Meetings”, which is compliant with article 4023.1.5 CCC. Stockholders are not required to use that form but their powers of attorney must contain at least the particulars provided on that form. Besides the power of attorney, the above site also contains instructions for exercising the right to vote at the General Meeting by proxies. Following those instructions is not obligatory.
(iii) Information on granting or revoking any emailed power of attorney should be emailed by the Stockholder together with the power of attorney before closing of the list of attendants of the General Meeting produced on the day of the General Meeting before its start, and must precede the proxy’s request to be put on the list of attendants. The above information should be emailed to shareholder@cpdsa.pl by sending a scan of the power of attorney (.pdf format) signed by the Stockholder (without attachment – voting instruction) or, in the case of Stockholders other than natural persons, by persons authorised to represent the Stockholder. Besides the power of attorney, the Stockholder that granted it should also send data enabling its identification and verification of validity of the power of attorney: name and surname of the Stockholder, PESEL number, home address, e-mail, telephone.
(iv) In order to verify the power of attorney granted by email, the Company may take certain steps necessary to identify the Stockholder and its proxy, especially to pose electronic question by return email and to telephone. Lack of answer to those questions during verification will be treated as inability to verify the power of attorney and will constitute grounds for refusal to admit the proxy to the General Meeting.
(v) In order to confirm authenticity of the power of attorney, it is recommended that the Stockholder hands-over to the proxy a printed copy of the aforementioned information passed to the Company.
(vi) Printout of emailed power of attorney will be attached to the list of attendants produced before start of the General Meeting and thereafter will be attached to the Notary Public’s minutes from the General Meeting according to the article 421.1 of CCC.
(vii) If a proxy at the General Meeting is a member of the Company’s Management Board, member of the Company’s Supervisory Board, employee of the Company or member of body or employee of the Company’s subsidiary, the power of attorney may entitle its holder to attend only one General Meeting. The proxy will be required to inform the Stockholder of any circumstances indicative of existence or possibility of existence of any conflict of interests. Such a proxy will vote in accordance with instructions granted by the Stockholder; and no further power of attorney may be granted.

2.5. Possibility and method of attending the General Meeting through electronic telecommunication
The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to attend the General Meeting by electronic telecommunication.

2.6. Method of taking the floor during the General Meeting by electronic telecommunication
The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to take the floor during the General Meeting by electronic telecommunication.

2.7. Method of exercising the right to vote by correspondence or electronic telecommunication
The Company Statute, the General Meeting By-laws and the Management Board do not provide for any possibility to exercise he right to vote at the General Meeting by correspondence or electronic telecommunication.

3. Documentation of the General Meeting and other information

3.1. Documentation of the General Meeting
Each person entitled to attend the General Meeting may obtain full documentation to be presented at the General Meeting, draft resolutions with justifications, comments of the Management Board or the Supervisory Board of the Company regarding the issues put on the agenda of the General Meeting or issues that may be put on the agenda before the date of the Annual General Meeting on the Company’s web site www.cpdsa.pl., insert “General Meetings”, and at the Company’s office in Warsaw, ul. Cybernetyki 7b, 02-677 Warsaw.
From June 10, 2015 Stockholders may request the Company to release copies of requests regarding issues put on the agenda.
3.2. Information on the General Meeting
Information on the General Meeting will be available on the Company’s web site www.cpdsa.pl.
3.3. Other information
The Management Board informs that any issues not included in this notice are subject to provisions of the Commercial Companies Code, the Company Statute, the General Meeting By-laws and regulations on trading in securities, especially of public companies, one of which is CPD S.A. with the corporate seat in Warsaw. The Management Board requests the Stockholders of the Company to read these regulations (the Statute and the General Meeting By-laws are available on the Company’s web site) and to seek advice of specialist legal advisors on impact of those regulations on the present and planned activities of the Stockholders.

The following documents are attached to this report:

1. Draft resolutions of the Annual General Meeting of CPD S.A.
2. Opinion of the Management Board and of the Supervisory Board on draft resolutions of the Annual General Meeting of CPD S.A.
3. Power of Attorney for of the Annual General Meeting of CPD S.A.
4. Instruction for the Power of Attorney of the Annual General Meeting of CPD S.A.
5. Information on total number of shares in CPD S.A.
6. The report of the Supervisory Board of CPD S.A.

7/2015 Annex to the agreement of the subsidiary

The Board CPD SA (The “Issuer”) announces that in connection with:

• investment agreement signed September 10, 2014 year (the “Agreement”) for a joint venture in the field of realization of complex buildings with services and associated infrastructure in Warsaw’s Ursus concluded between: CPD S.A. in Warsaw, Challenge Eighteen sp. z o.o in Warsaw, 1/95 Gaston Investments Sp. z o.o sp. k. with its registered office in Warsaw, Lakia Enterprise Ltd in Nicosia (Cyprus) (the “Subsidiaries”), and Unibep S.A. Bielsko Podlaski, Unidevelopment S.A. in Warsaw.

• Decision No. DKK-31/2015, issued February 17, 2015 year by the President of the Office of Competition and Consumer Protection on the antitrust proceedings initiated upon Challange Eighteen sp. with its registered office in Warsaw, Smart City sp. z o.o. with its registered office in Warsaw and Unidevelopment SA with its registered office in Warsaw, approving the concentration, involving the establishment of a joint venture, Smart City in the organization sp. sp. k. with its registered seat in Warsaw (the “Limited Partnership”) through the Challenge Eighteen sp. z o.o., Smart City sp. with its registered office in Warsaw and Unidevelopment S.A. with its registered office in Warsaw.

March 9, 2015, an annex to the agreement of the Company in the organization of the Smart City sp. sp. k., under which Unidevelopment SA joined the Company’s limited partnership, as a limited partner, brought the first part of the contribution, and promised to bring the rest of the cash contribution by the date fixed in the investment agreement.

Signatures:

Elżbieta Donata Wiczkowska, President of the Board, 9 March 2015 r.

6/2015 Supplementation to the current report no 2/2015

Further to the current report no 2/2015 of 13 January 2015, Management Board of CPD S.A. (hereinafter the ”Company”, the ”Issuer’) provides additional information concerning the additional security for the bonds series B. Yesterday the Company received the decision issued by the District Court for the Capital City of Warsaw XI Commercial Division – Register of Pledges concerning the entry to the register of pledges, the registered pledge over 100 shares of the company Blaise Investments sp. z o.o. with its registered office in Warsaw, address: Ul. Cybernetyki 7B, 02-677 Warsaw, entered to the register of business entities maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000246132.

On 9 February 2015 the Agreement for the establishment of registered pledge over the shares of the company Blaise Investments spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, was concluded by and between Lakia Enterprises Limited with its registered office in Nicosia, Cyprus (“Pledgor”) and Matczuk Wieczorek i Wspólnicy Kancelaria Adwokatów i Radców Prawnych Spółka Jawna with its registered office in Warsaw (“Pledgee”), acting in their own name however for the account of the bond holders holding bonds series B.

Registered pledge was established over 100 shares in the share capital of the company Blaise Investments sp. z o.o. with the nominal value of 50 zlotys each, constituting 100% of the share capital of the company. Nominal value of the package of 1000 shares amounts to 50,000 zlotys.

Registered pledge was established up to the amount of 45,000,000 zlotys.

In accordance with the valuation of the statutory Auditor as at 26 January 2015, the object of the pledge is valued at 494,300 zlotys.

Lakia Enterprises Limited which has established the registered pledge over the shares in the share capital is the Company’s direct subsidiary.

Company and its officers and the Pledgee and its officers are not affiliated entities within the meaning of §2 par. 1 subpar. 32) of the Regulation.

Legal basis:
§ 5.1.1. 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 nonmember state

Signatures of persons entitled to representation:
Elżbieta Donata Wiczkowska, President of the Management Board, 4 March 2015

5/2015 UOKiK Decision

The Management Board of CPD SA (The “Company”) announces that on 24 of February 2015 it received DKK-Decision No 31/2015, issued February 17, 2015 by the President of the Office of Competition and Consumer Protection. After the antitrust proceedings initiated upon Challange Eighteen with its registered office in Warsaw (the “Subsidiary”), Smart City with its registered office in Warsaw and Unidevelopment SA with its registered office in Warsaw, the President of the Office of Competition and Consumer Protection approved for concentration, granted permission for establishment of a joint venture Smart City in organization limited partnership with its registered office in Warsaw by the Subsidiary, Smart City with its registered office in Warsaw and Unidevelopment SA with its registered office in Warsaw.

Obtaining such consent is the fulfillment of the last condition precedent of Investment Agreement dated September 10, 2014, in accordance with the provisions of Current Report 23/2014 dated September 11, 2014. The Agreement provides a joint project to be completed on the part of the property (the “Property”) owned by Group CPD SA ie. Smart City with its registered office in Warsaw. This property consists of plot no 95, no rev. Reg. No. 2-09-09, with an area of 3.6811 ha and is located at Traktorzystów Street in Warsaw (Warsaw district – Ursus).

The fulfillment of the last condition is extremely important as it represents the start of construction and revitalization process of one of the largest investment areas in Warsaw, with a potential of more than 700 thousand sq. m of usable space owned by the Group CPD SA. On the aforementioned property first phase of revitalization, covering approximately 20,000 m2 of usable area is implemented. The project, which consists of a complex of residential buildings with services and associated infrastructure is implemented jointly with Unibep SA, which is the general contractor and the company Unidevelopment SA as a investors representative. The project is carried out in two stages. The agreement also provides marketing activities in sale of apartments, and then on the total sales of usable space.

3/2015 Dates of publication of periodic reports in 2015

The Management Board of CPD S.A. (the Company) hereby announces the dates of publishing the periodic reports in 2015.

1. Annual report:
– Stand-alone annual report for year 2014 – 19 March 2015 (Thursday)
– Consolidated annual report for year 2014 – 19 March 2015 (Thursday)

2. Half-year report:
– Consolidated half-year report for the first half of the year 2015, containing half-year condensed financial statements – 27 August 2015 (Thursday)

3. Quarterly reports:
– Consolidated quarter report for the first quarter of 2015, containing quarter financial information – 14 May 2015 (Thursday)
– Consolidated quarter report for the third quarter of 2014, containing quarter financial information – 13 November 2015 (Friday)
Additionally, the Management Board hereby announces that the Company will not publish:
The quarter report and consolidated quarter report for the fourth quarter of 2014 – with regard to the publication of the annual report on 19 March 2015 and on the basis of the article 102.1 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 nonmember state (“The Decree”) (Journal of Laws from 2009 No 33 item 259 with subsequent amendments);
– The quarter report and consolidated quarter report for the second quarter of 2015, on the basis of article 101.2 of the Decree.

Legal basis:
Art. 103.1 with regard to art. 83.1 and 83.3 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 nonmember state (Journal of Laws from 2009 No 33 item 259 with subsequent amendments).

Signatures of the persons entitled to representation:
Elżbieta Donata Wiczkowska, President of the Management Board, 29 January 2015

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