2012 Current Reports EN

CONVENING THE EXTRAORDINARY GENERAL MEETING

I. CONVENING THE EXTRAORDINARY GENERAL MEETING

The Management Board of 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 399 § 1,and 4021 of the Commercial Companies Code (hereinafter “CCC”) and § 38.1 of the Ordinance of the Minister of Finance of 19 February 2009 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 Extraordinary General Meeting of the Company (hereinafter “the General Meeting” “the Extraordinary General Meeting” or “EGM”) to be held on 10 January 2013 at 12:00 at the Company’s office at Cybernetyki 7B, 02-677 Warsaw, with the following agenda:

1. Opening the General Meeting;
2. Electing the Chairman of the General Meeting;
3. Confirming that the Extraordinary General Meeting has been convened correctly and is empowered to adopt resolutions;
4. Adopting the agenda of the General Meeting;
5. Adopting of resolution on the issue of subscription warrants series B with the right to take up the Company’s shares Series E and deprivation of current shareholders of the pre-emption right with respect to subscription warrants series B.
6. Adopting of resolution on the conditional increase of the Company’s share capital with the exclusion of the pre-emption right with respect to shares Series E, amendment to the Articles of Association of the Company, deprivation of current shareholders of the pre-emption right with respect to the shares Series E, dematerialization of the shares Series E and application to admit and introduce the shares Series C to the regulated market.
7. Adopting of the resolution on the consolidated text of the Statutes.
8. 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 20 December 2012.

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@celtic.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@celtic.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 EGM

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. 25 December 2012 (“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 27 December 2012.

2.2. List Stockholders entitled to attend EGM

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 7 January 2013 to 9 January 2013. 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@celtic.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 earlier than on the day of notification of convention of the General Meeting and 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 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.celtic.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 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@celtic.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.

(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 Extraordinary General Meeting on the Company’s web site www.celtic.pl., insert “General Meetings”, and at the Company’s office in Warsaw, ul. Cybernetyki 7b, 02-677 Warsaw.

From 3 January 2013 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.celtic.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 Celtic Property Developments 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 Extraordinary General Meeting
2. Opinion of the Management Board and of the Supervisory Board on draft resolutions
3. Power of Attorney for EGM
4. Instruction for the Power of Attorney
5. Information on total number of shares in Celtic Property Developments S.A.

Downloads
1 Draft of the resolution of EGM CPD
2 Justification to the draft of resolutions
3 Power of attorney
4 The instruction to the PoA
5 Information on the total number of shares
6_opinion_the_rights_for_B_series_subscription_warrantsx.pdf
7_the_pre-emptive_rights_for_E_series_Sharesx.pdf

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter “the Company”) informs, that today was informed that on 23 November 2012 the effect of valid subscription and take-up of D series shares took place. D series shares were issued within the limits of authorized capital, through the private issue of shares, on the basis of the Management Board resolution dated on 15 November 2012 on increase of the Company’s share capital within the limits of authorized capital through the issue of D series ordinary bearer shares with total exclusion of pre-emptive rights and on changes of Company’s statutes (hereinafter “the Resolution”). The Company’s Management Board has informed on the adoption of the Resolution in the current report No. 36/2012 on 16 October 2012.

The increase of the share capital and issue of D series shares was conducted on the basis of the resolutions of the Extraordinary General Meeting of the Company of 2 September 2010 regarding, among others, granting to the Management Board until 30 August 2013 the authority to make one or more capital increases of share capital within the limits of the authorized capital of not more than 2,500,000.00 PLN and on the basis of the Management Board Resolution of 15 October 2012 referred to above. D series shares were taken-up in the private subscription, which does not required the preparation of the issue prospectus. D series shares will be the subject of application for admission to trading on the Warsaw Stock Exchange regulated market.

The Company’s Management Board informs that:

1) The private subscription has started on 18 October 2012 and was finalized on 23 November 2012;
2) With regard to the fact that D series shares were taken-up following the private subscription the allocation of shares under the meaning given in the Commercial Companies Code did not take place;
3) Private subscription included 76,022.00 D series shares;
4) Within the D series shares issue, the reduction did not take place;
5) Within the subscription 76,022.00 D series shares were subscribed;
6) Within the subscription 76,022.00 D series shares were taken-up (shares were taken-up within private subscription without share allocation procedure);
7) D series shares were taken-up at the issue price of PLN 0.10 (ten groszy);
8) Within the subscription 5 persons subscribed for D series shares in the subscription;
9) Within the subscription, D series shares were taken-up by 5 persons (D series shares did not require allocation procedure);
10) D series shares were not subject to the underwriting agreement;
11) The total value of the subscription, being the product of the number of shares offered in shares take-up agreements, as presented in the point 6) and of the issue price (as presented in the point 7)) amounted to PLN 7,602,20.
12) Total D series shares issue costs, calculated on the basis of invoices received and accepted by the Company as on 28 November 2012 amounted to PLN 18,252.14 (brutto) and included (a) costs of preparing and carrying out of the offer: 17.176,44 PLN; (b) underwriters remuneration: 0,00 PLN; (c) preparation of the issue prospectus, including advisory costs: 0,00 PLN; (d) offer promotion: 0,00 PLN; (e) other costs: 1,075.70 PLN. The settlement of the costs of preparing and carrying out D series shares issue will be done in accordance with article 36.2b of the Accounting Act, i.e. by the reduction of the Company reserve capital;
13) According to the costs incurred as on 28 November 2012 the average cost of issue of D series shares allowable to one share within subscription amounted to 0.24 PLN.

Signatures of persons entitled to representation:
1. Andrew Morrison Shepherd, Chairman of the Management Board, 29 November 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 29 November 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter “the Company”) informs, that today has received the decision of the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register from 12 November 2012 regarding the registration of the Company’s share capital.

The Company’s share capital was increased from the amount of 3,406,825.20 PLN to the amount of 3,423,146.60 PLN. The share capital was increased through the issue of 163.214 ordinary bearer C series shares with a nominal value of PLN 0.10 (ten groszy) each share.

After the registration of C series shares, the Company’s share capital amounts to 3,423,146.60 PLN and is divided into 34,231,466 ordinary bearer shares series B and C with a nominal value of PLN 0.10 (ten groszy) each share, entitling to 34,231,466 votes at the general meeting of shareholders.

Signatures of persons entitled to representation:
1. Andrew Morrison Shepherd, Chairman of the Management Board, 22 November 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 22 November 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter “the Company”) informs that yesterday (15 October 2012) passed the resolution on increase of the Company’s share capital within the limits of authorized capital (hereinafter “the Resolution”)

On the basis of the Resolution, the Company’s share capital shall be increased from the amount of PLN 3,423,146.60 (three million four hundred twenty-three thousand one hundred and forty-six 60/100) to the amount of PLN 3,430,748,80 (three million four hundred thirty thousand seven hundred forty-eight zlotys 80/100), it means by the amount of PLN 7,602.20 (seven thousand six hundred two zlotys 20/100) through the issue within the limits of Company’s authorized capital of 76,022 (seventy-six thousand twenty-two) ordinary bearer D series shares with a nominal value of PLN 0.10 (ten groszy) each share (hereinafter “D series Shares”).

The increase of the Company’s share capital by issuing D series Shares takes place within the limits of the Company’s authorized capital on the basis of the above described Resolution of the Management Board, which was authorized to carry out the increase of the Company’s share capital in this way on the basis of § 4(a) of the Company’s Statute.

The increase of the Company’s share capital through the issue of D series Shares is made with the consent of the Supervisory Board, with entire exclusion of pre-emptive rights of existing shareholders, in the form of the private offer addressed to selected advisors to the Management Board.

The Management Board decided that the issue price of one D series Share will be equal to its nominal value of the amount of PLN 0.10 (ten groszy) per share, on what the Company’s Supervisory Board agreed. D series Shares will be entirely covered with monetary contribution in the form of a wire transfer to the Company’s bank account within 7 (seven) days from the date of acceptance of the offer to subscribe for D series shares.

In connection with the increase of the Company’s share capital made by the Resolution, the Company Statute is amended in this way that § 4 paragraph 2. 1 of the Company’s Statute in the existing wording:

“The Company’s share capital amounts to PLN 3.423.146,60 (three million four hundred twenty-three thousand one hundred and forty-six zlotys 60/100) and is divided into 34.231.466 (thirty-four million two hundred thirty-one thousand four hundred sixty-six) shares with a nominal value of PLN 0.10 (ten groszy) each, including:

a) 34.068.252 (thirty-four millions sixty-eight thousand two hundred fifty-two) B series ordinary bearer shares and
b) 163.214 (one hundred sixty-three thousand two hundred and fourteen) C series ordinary bearer shares.”

shall be replaced by the following:

The Company’s share capital amounts to PLN 3,430,748.80 (three million four hundred thirty thousand seven hundred forty-eight 80/100) and is divided into 34.307.488 (thirty-four million three hundred and seven thousand four hundred eighty-eight) shares with a nominal value of PLN 0.10 (ten groszy) each, including:

a) 34.068.252 (thirty-four millions sixty-eight thousand two hundred fifty-two) B series ordinary bearer shares;
b) 163.214 (one hundred sixty-three thousand two hundred and fourteen) C series ordinary bearer shares;
c) 76.022 (seventy-six thousand twenty-two) D series bearer shares.”

The Management Board of the Company informs also that the registration of the increase of Company’s share capital and changes in the Company’s Statutes shall be reported through separate current reports after receiving the Court decision on the registration. Furthermore, in accordance with the mandate contained in resolution No. 7 of the Extraordinary General Meeting of the Company dated September 2, 2010, immediately after the registration of the share capital increase by the issue of D series shares, the Company will take actual and legal steps to introduce D series shares to trading on the Warsaw Stock Exchange.

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Management Board, 16 October 2012
2. Aled Rhys Jones, Member of the Management Board, 16 October 2012

Information of the Management Board about discontinuance of proceedings regarding the proposition of the gratuitous transfer of land to the Capital City of Warsaw

In reference to the current report No 5/2012 of 19 April 2012, the Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter “the Company”) informs that have received the information from District Public Prosecutor’s Office in Warsaw about discontinuance on 11 September 2012 of proceedings regarding the proposition presented on June 28, 2011 to councilors and members of the board of Ursus district by Company’s representatives during the meeting of the Spatial and Municipal Economy Commission of Ursus district. The proposition consisted in the gratuitous transfer of land to the City of Warsaw for the purpose of realization of public roads and public function objects, lease of the House of Culture “Arsus” for a symbolic amount and completion of public function objects under public-private partnership. The proceedings were terminated in the absence of evidence of criminal. The above procedure was carried out towards physical persons, therefore, the Company was not its participant.

Signatures of persons entitled to representation:
1. Andrew Morrison Shepherd, Chairman of the Management Board, 25 September 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 25 September 2012