2012 Current Reports EN

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter „the Company”) informs that today the Company received a notice, in which Mr. Christopher Bruce – Member of the Management Board until 13 July 2012 – has informed that the rights from shares came into existence, following the registration on his securities account of 26.688 (in words: twenty-six thousand six hundred eighty eight) Company’s shares, which is equivalent (Art. 451 § 2 of the Code of commercial companies) to issuing shares taken-up within execution of rights from the A series subscription warrants.

26.688 of C series shares were taken-up by Mr. Christopher Bruce at the nominal value of PLN 0,10 (ten groszy), as result of the execution of rights from A series subscription warrants. The transaction took place out of the regulated market.

Legal basis:
Art. 160 section 4 of Act on Trading in Financial Instruments of 29 July 2005 – information on transactions of persons having access to confidential information.

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Board, 6 August 2012
2. Aled Rhys Jones, Member of the Board, 6 August 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter „the Company”) informs that today the Company received a notice, in which Mrs. Elżbieta Wiczkowska – Member of the Management Board – has informed that the rights from shares came into existence following the registration on her securities account of 26.688 (in words: twenty-six thousand six hundred eighty eight) Company’s shares, which is equivalent (Art. 451 § 2 of the Code of commercial companies) to issuing shares taken-up within execution of rights from the A series subscription warrants.

26.688 of C series shares were taken-up by Mrs. Elżbieta Wiczkowska at the nominal value of PLN 0,10 (ten groszy), as result of the execution of rights from A series subscription warrants. The transaction took place out of the regulated market.

Legal basis:
Art. 160 section 4 of Act on Trading in Financial Instruments of 29 July 2005 – information on transactions of persons having access to confidential information.

Signatures of persons entitled to representation:
1. Aled Rhys Jones, Member of the Board, 6 August 2012
2. Elżbieta Donata Wiczkowska, Member of the Board, 6 August 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter „the Company”) informs that today the Company received a notice, in which Mr Aled Rhys Jones – Member of the Management Board – has informed that the rights from shares came into existence following the registration on his securities account of 54.919 (in words: fifty-four thousand nine hundred and nineteen) Company’s shares, which is equivalent (Art. 451 § 2 of the Code of commercial companies) to issuing shares taken-up within execution of rights from the A series subscription warrants.

54.919 of C series shares were taken-up by Mr. Aled Rhys Jones at the nominal value of PLN 0,10 (ten groszy), as result of the execution of rights from A series subscription warrants. The transaction took place out of the regulated market.

Legal basis:
Art. 160 section 4 of Act on Trading in Financial Instruments of 29 July 2005 – information on transactions of persons having access to confidential information.

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Board, 6 August 2012
2. Aled Rhys Jones, Member of the Board, 6 August 2012

In relation to the current report No. 22/2012 from 13 July 2012, the Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”) hereby announces, that the following parameters were admitted with regard to the planned Company’s shares buy back for the purpose of redemption:

1) The maximum total number of bought shares shall not be greater than 11.541.891 shares;
2) Maximum price per share shall not be higher than 15,89 PLN.

The shares buy back may be carried out in several stages and according to the proposed draft resolution of the Extraordinary Meeting of Shareholders all the stages of the buy-back process must be completed no later than 31 December 2013.

The maximum number of shares that the Company intends to buy back results from the value of the Company real estate portfolio dedicated to be sold which includes all real estate projects except Ursus project, according to the change in the Company’s and its capital group’s strategy as announced in the Annual Report for the year 2011.

The number of shares which shall be bought back depends on the progression of sales of the Company’s real estate portfolio and it is possible that total number of shares bought back shall be lower than the maximum.

The maximum share price of PLN 15,89 PLN was established on the basis of the Company’s net assets value by one share, as at 31 March 2012.

In view of the above, the Management Board presents draft of the Resolution No. 3 of the Extraordinary General Meeting to be held on 10 August 2012, taking into account the above indicated parameters:
„RESOLUTION No. 3
of the Extraordinary General Meeting
of Celtic Property Developments S.A. with its registered office in Warsaw
held on 10 August 2012
on: the acquisition of the Company’s shares for the purpose of redemption

The Extraordinary General Meeting of Celtic Property Developments S.A. with its registered office in Warsaw („the Company”), pursuant to article 362 § 1 point 5) of the Code of Commercial Companies („C.C.C”) resolves as follows:

§ 1 [Acquisition of shares for the purpose of redemption]

1. Authorizes the Management Board of the Company to purchase from Company’s shareholders up to 11.541.891 (in words: eleven million five hundred forty-one thousand eight hundred and ninety-one) of Company’s shares, with the nominal value of 0,10 zł (ten groszy) each and total nominal value up to 1.154.189,10 zł (in words: one million one hundred and fifty four thousand one hundred and eighty-nine zł and 10 groszy) – hereinafter „the Shares”. The Shares could be purchased:
a. On the regulated market: during a stock exchange session or outside session
b. Outside of the regulated market.

2. The Shares shall be purchased by the Company pursuant to Art. 362 § 1 point 5) of C.C.C. for the purpose of redemption.

3. The Shares shall be purchased by the Company for the price no lower than its nominal value and no higher than 15,89 zł (in words: fifteen złotych and eighty nine groszy) for one Share.

4. The Company’s Management Board is authorized to purchase Shares for the purpose of redemption no later than by 31 December 2013.

5. The Management Board, following the interest of the Company, may:
a. Finalize Shares purchasing before the date defined in the point 5
b. Renounce from purchasing the Shares in total or in part.

§ 2 [Authorisations]

1. The General Meeting hereby authorizes the Company’s Management Board to establish detailed terms and conditions of Share’s purchase in the scope which is not regulated by this resolution and authorizes the Company’s Management Board to carry out all practical and legal actions aiming to the realization of the present resolution, including the conclusion of the agreement with an investment firm.

2. In the purpose of redemption of Shares, immediately after the finalization of their purchase procedure, the Company’s Management Board shall convene the General Meeting with an agenda including at least the adoption of resolutions on the redemption of the Company’s shares, on the decrease of the Company’s share capital and amendments to the Company’s statute.

§ 3 [Final provisions]

This resolution takes effect on the date of its adoption.”

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Management Board, 3 August 2012
2. Aled Rhys Jones, Member of the Management Board, 3 August 2012.

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”), in reference to the current report No. 19/2012 from 12 July 2012, hereby announces that on 31 July 2012 the Company’s share capital was increased as a result of the registration of C series shares on the securities accounts of entitled persons and creation of rights from these shares according to the article 452 of the Commercial Code.

Consequently, the share capital of CELTIC PROPERTY DEVELOPMENTS S.A. was increased by the amount of 16.321,40 PLN to total amount of 3.423.146,60 PLN (in words: three million four hundred and twenty-three thousand one hundred and forty-six złoty and 60 groszy). The increased share capital of CELTIC PROPERTY DEVELOPMENTS S.A. is divided into 34.231.466 (in words: thirty-four million two hundred and thirty-one thousand four hundred and sixty-six) shares with nominal value of 0,10 PLN (ten groszy) each, representing 100% of votes at the General Meeting of the Company.

The issuance of C series shares was carried out on the basis of the Resolution No. 23 of the Ordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 24 May 2012, within the conditional increase of the Company share capital registered by the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register on 19 June 2012, which was reported by the Company in the current report No. 18/2012.

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