23/2013 Completion of private subscription for shares series F

Management Board of CELTIC PROPERTY DEVELOPMENT S.A. (hereinafter the „Company”) would like to inform that on 21 May 2013 the Company entered into the agreement for taking up of the shares series F, issued as part of the authorized capital in the mode of private subscription on the basis of the resolution of the Management Board of 20 March 2013 on the increase of the Company’s share capital within the limits of the authorized share capital, by issuing ordinary bearer shares series F with the simultaneous exclusion of the preemption right and the amendment to the Company’s Articles of Association (the Company announced the adoption of the resolution in its current report no 12/2013 of 21 March 2013).

Increase of the share capital and issue of the shares series F have been effected on the basis of the resolutions of the Extraordinary General Meeting of the Company of 2 September 2010 concerning among others, granting authorization to the Management Board by 30 August 2013 to make one increase or more than one increases of the share capital within the limits of the authorized share capital by the amount not exceeding 2,500,000.00 zlotys in connection with the adoption by the Management Board on 20 March 2013 of the resolution referred to above. Shares series F have been subscribed for in the form of a private subscription which required the preparation of the prospectus. Shares series F shall be the subject matter of the application for admitting to trading on the regulated market at the Warsaw Stock Exchange [Giełda Papierów Wartościowych w Warszawie S.A.].

Company’s Management Board informs that:

1) private subscription started on 26 March 2013 and ended on 21 May 2013;
2) in view of the fact that taking up of the shares series F was effected in the form of private subscription, no allocation of shares within the meaning of the Commercial Companies Code has been made;
3) 199 333 Company shares series F have been covered by the subscription;
4) there was no reduction in the course of issuing of the shares series F;
5) as part of the subscription 199 333 subscriptions were made for shares series F;
6) as part of the subscription 199 333 shares series F were taken up (shares were taken up in the mode of private subscription in which no allocation of shares is made);
7) shares series F were taken up at the issue price amounting to 0.10 zlotys (ten groszys);
8) as part of the subscription 1 agreement for taking up of the shares series F was made with a legal entity;
9) as part of the subscription, the shares series F were taken up 1 person (no allocation was required for shares series F);
10) shares series F were not a subject matter of the submission agreement;
11) value of the subscription, understood as the product of the number of securities, subject of the agreements for taking up of the shares, referred to in par. 6) and the issue price, referred to in par. 7), amounted to 19 933.30 zlotys;
12) total costs of the issue of the shares series F, as at 23 May 2013, amounted to approx. 1 000.00 zlotys (gross), including: (a) preparation and conducting of the offering 0.00 zlotys, (b) remuneration for sub-issuers, 0.00 zlotys for each one separately, (c) preparation of the prospectus, including the costs of advisory services – no data, (d) promotion of the offering 0.00 zlotys, (e) other costs approx. 1 000.00 zlotys.
13) in accordance with amount of costs incurred as at 23 May 2013, the average costs of issue of the shares series F per one share series F covered by the subscription amounted to 0.005 zlotys. Due to the lack of final settlement of costs related to the issue of the Company’s shares series F that can be provided herein, the average cost of issue of the shares series F per one share was estimated to the best of the Company’s knowledge. Company shall provide the current report concerning the average cost of issue per one share after the final costs incurred in relation to the subscription of the Company’s shares have been determined.

Legal basis

Art. 56 par. 1 subpar. 2 of the Act on public offering and conditions of introduction of financial instruments to organized trading system and public companies in connection with § 33 par. 1 of the Regulation of the Minister of Finance on the current and periodic information.

Signatures of persons authorized to represent the Company:

1. Elżbieta Donata Wiczkowska, Member of the Management Board, 23 May 2013
2. Piotr Sylwester Turchoński, Proxy [Prokurent], 23 May 2013.