27/2014 Reduction of the Company’s share capital

Management Board of CPD S.A. (hereinafter the „Company”) would like to inform that today we have received the decision issued by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register of 25 November 2014 on the reduction of the Company’s share capital.
Company’s share capital has been reduced by the amount of 173,239.40 zlotys (in words: one hundred seventy three thousand two hundred thirty nine 40/100 zlotys) as a result of redemption of 1,732,394 (in words: one million seven hundred thirty two thousand three hundred ninety four) of the Company’s own shares series B with the nominal value of 0.10 (in words: ten groszys) each, which constituted 1,732,394 votes at the Company’s General Assembly. Redemption of the shares was completed on the basis of the resolution no 22 of the Annual General Assembly of 29 May 2014 (Rep. A no 6337/2014).
Redemption of the shares has been completed on the basis of art. 360 § 1 of the Commercial Companies Code as a voluntary redemption.

Following the redemption the share capital amounts to 3,286,320.30 (three million two hundred eighty six thousand three hundred twenty 30/100 zlotys) and is divided into 32,863,203 (thirty two million eight hundred sixty three thousand two hundred and three) shares with the nominal value of 0.10 zlotys (in words: ten groszys) each, which constitute 32,863,203 votes at the Company’s General Assembly.

After the registration of the changes, the Company’s shareholding structure is as follows:

a) 32,335,858 (thirty two million three hundred thirty five thousand eight hundred fifty eight) ordinary bearer shares series B, which constitutes 98.40% of the Company’s share capital, 32,335,858 votes which constitutes 98.40% of the total number of votes at the Company’s General Assembly.
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C which constitutes 0.50% of the company’s share capital, 163,214 votes which constitutes 0.50% of the total number of votes at the Company’s General Assembly,
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitute 0.23% of the total number of votes at the Company’s General Assembly,
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.27% of the total number of votes at the Company’s General Assembly,
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.

Redemption was completed in return for remuneration, amounting to 7.10 zlotys per one share, i.e. for the total remuneration of 12,299,997.40 zlotys for all the shares.

In view of the reduction of the share capital completed under said Resolution the Company’s Articles of Association have been amended in that the current wording of §4 par. 1 of the Company’s Articles of Association:

„Share capital of the Company shall be amount to 3,423,146.60 zlotys (three million four hundred twenty three thousand one hundred forty six 60/100) and shall be divided into 34,231,466 (thirty four million two hundred thirty one thousand four hundred sixty six) ordinary shares with the value of 0.10 PLN (ten groszys) each, including:
a) 34,068,252 (thirty four million sixty eight thousand two hundred fifty two) ordinary bearer shares series B and
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitutes 0.23% of the total number of votes at the Company’s General Assembly.
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E, which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F, which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.”
has been changed to the following wording:

“Share capital amounts to 3,286,320.30 (three million two hundred eighty six thousand three hundred twenty 30/100 zlotys) and is divided into 32,863,203 (thirty two million eight hundred sixty three thousand two hundred and three) shares with the nominal value of 0.10 zlotys (in words: ten groszys) each, including:

a) 32,335,858 (thirty two million three hundred thirty five thousand eight hundred fifty eight) ordinary bearer shares series B, which constitutes 98.40% of the Company’s share capital, 32,335,858 votes which constitutes 98.40% of the total number of votes at the Company’s General Assembly.
b) 163,214 (one hundred sixty three thousand two hundred fourteen) ordinary bearer shares series C which constitutes 0.50% of the company’s share capital, 163,214 votes which constitutes 0.50% of the total number of votes at the Company’s General Assembly,
c) 76,022 (seventy six thousand twenty two) ordinary bearer shares series D, which constitutes 0.23% of the Company’s share capital, 76,022 votes which constitute 0.23% of the total number of votes at the Company’s General Assembly,
d) 88,776 (eighty eight thousand seven hundred seventy six) ordinary bearer shares series E which constitutes 0.27% of the Company’s share capital, 88,776 votes which constitutes 0.27% of the total number of votes at the Company’s General Assembly,
e) 199,333 (one hundred ninety nine thousand three hundred thirty three) ordinary bearer shares series F which constitutes 0.61% of the Company’s share capital, 199,333 votes which constitutes 0.61% of the total number of votes at the Company’s General Assembly.

Moreover, we would like to inform that the consolidated text of the Company’s Articles of Association was publically announced in the current report no 22/2014 of 19 August 2014.

Legal basis:
§ 5 par. 1 subpar. 9) and § 38 par. 1 subpar. 2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information provided by the issuers of securities and conditions for recognition as equivalent of the information required under the provisions of law of the non-member state.

Signatures of persons authorized to represent the Company:
Elżbieta Donata Wiczkowska, President of the Management Board, 2 December 2014