2013 Current Reports EN

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.

Warsaw, May 16, 2013

I. CONVENING THE ORDINARY 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 395, 399 § 1,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 Ordinary General Meeting of the Company (hereinafter “the General Meeting” “the Ordinary General Meeting” or “OGM”) to be held on 12 June 2013 at 11:00 at the Company’s office at Cybernetyki 7B, 02-677 Warsaw, with the following agenda:

1) Opening the General Meeting.
2) Appointing the Chairman of the General Meeting.
3) Confirming that the Ordinary General Meeting has been convened correctly and is empowered to adopt resolutions.
4) Adopting the agenda of the General Meeting.
5) Presentation of the Activity Report of the Management Board of Celtic Property Developments S.A. and the financial statements of Celtic Property Developments S.A. for the financial year 2012;
6) Presentation of the Evaluation Report of the Supervisory Board from the activity report of the Management Board of Celtic Property Developments S.A., and the Management Board proposal regarding distribution of profit, with an evaluation of the Company including an evaluation of internal control and risk management system relevant to the Company.
7) Adopting the resolution for the approval of the activity report of Management Board of the Celtic Property Developments S.A for the financial year 2012;
8) Adopting the resolution for the approval of the financial statements of the Celtic Property Developments S.A. for the financial year 2012;
9) Adopting the resolution of cover the loss by the Celtic Property Developments S.A. for the year 2012.
10) Adopting the resolution on the further existence of the Celtic Property Developments S.A.
11) Presentation of the Activity Report of the Management Board of the Celtic Property Developments S.A. Capital Group and the consolidated financial statements of the Celtic Property Developments S.A. Capital Group for the financial year 2012.
12) Adopting the resolution for the approval of the activity report of Management Board of the Celtic Property Developments S.A. Capital Group for the financial year 2012.
13) Adopting the resolution for the approval of the financial statements of Management Board of the Celtic Property Developments S.A. Capital Group for the financial year 2012.
14) Adopting of resolutions regarding appointment of members of Management Board of Celtic Property Developments S.A. for the performance of their duties in 2012.
15) Adopting of resolutions regarding appointment of members of Supervisory Board of Celtic Property Developments S.A. for the performance of their duties in 2012.
16) Adopting the resolution on the redemption of shares of Celtic Property Developments SA
17) Adopting the resolution on the reduction of the share capital of Celtic Property Developments SA
18) Adopting the resolution on the amendment of the Articles of Association
19) 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 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 27 May 2013 (“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 28 December 2012.

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 7 June 2013 to 11 June 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 Ordinary 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 5 June 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.

In connection with item 17 of the agenda the Management Board pursuant to Art. 455 § 2 of the Code of Commercial Companies informed about the planned adoption of the resolution on reduction of share capital by 173 239.40 PLN (in words: one hundred seventy three thousand two hundred and thirty nine zloty and forty groszy).

The share capital by redemption of a total of 1 732 394 (say: one million seven hundred thirty two thousand three hundred ninety four) shares series B with a nominal value of 0.10 zł (ten groszy) each and the total nominal value of 173 239,40 zł (say: hundred seventy three thousand two hundred and thirty nine złotych and forty groszy), ISIN code PLCELPD00013, (collectively, the “Shares”) acquired by the Company as a result announced by the Company on March 27, 2013, the call for tender sale of the shares of the Company held on the basis of the authorization granted in Resolution No. 3 of the Extraordinary General Meeting of 10 August 2012.

Share capital is reduced due to the depreciation based on the resolution of the Ordinary General Meeting of Shareholders No. 18 of 12 June 2013 years on the redemption of shares of Celtic Property Developments SA – The Company’s own shares (share capital reduction target).

The following documents are attached to this report:
1. Draft resolutions of the Ordinary General Meeting of CPD S.A.
2. Opinion of the Management Board and of the Supervisory Board on draft resolutions of the Ordinary General Meeting of CPD S.A.
3. Power of Attorney for of the Ordinary General Meeting of CPD S.A.
4. Instruction for the Power of Attorney of the Ordinary General Meeting of CPD S.A.
5. Information on total number of shares in Celtic Property Developments S.A.

Downloads
1_Draft_of_the_resolutions_OGM_2013.pdf
2_Justification_of_draft_resolutions_OGM_2013.pdf
3_Power_of_attorney_OGM_2013.pdf
4_Instruction_to_the_poa_OGM_2013.pdf
5_Information_on_the_total_number_of_shares.pdf

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (The Issuer) hereby announces that 15 May 2013 r. was informed that the Extraordinary Meeting of Shareholders of Celtic Asset Management spółka z ograniczoną odpowiedzialnością (Issuer’s subsidiary) with its registered office in Warsaw (address 02-677 Warszawa, Cybernetyki 7B; KRS 0000246186; REGON 140328249; NIP 5272491753), adopted a resolution on dissolution and opening of liquidation procedure of Celtic Asset Management sp. z o.o. Ms Paulina Kalinowska was appointed as Celtic Asset Management sp. z o o. liquidator. The motion for registration of the opening of the liquidation proceedings of Celtic Asset sp. z o.o. was filed with the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register on 15 May, 2013. The liquidation of the Issuer’s subsidiary company Celtic Asset Management sp. z o.o. is a part of restructuring activities in order to simplify Celtic Capital Group organizational structure. Legal basis: § 5.1.24 and § 30.18 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 nonmembers of state. Signatures of the persons entitled to representation: 1. Elżbieta Donata Wiczkowska, Member of the Board, 15 May 2013 2. Aled Rhys Jones, Member of the Board, 15 May 2013

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”) informs, that on 8 May, 2013 B series subscription warrants were offered to entitled persons, according to the resolution No. 3 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 10 January 2013. The entitled persons took-up all offered subscription warrants. Afterwards the entitled persons have exercised rights from subscription warrants and took-up 88.776 E series bearer shares of the Company of the nominal value 10 gr (ten groszy) each. The entitled persons were the persons who were performing a function in the Management Board of the Company’s Management Board on 8 May 2013 referred in above resolution and owned B series subscription warrants, entitling to take-up in total up to 88.776 E series shares. Following the take-up of E series shares, the subscription warrants have lost their validity. Rights from E series shares shall be created at the moment of their registration on the securities accounts of entitled persons.

The E series shares issue was done on the basis of the resolution No. 4 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 10 January 2013, on: conditional shares capital increase with exclusion of the pre-emption right with respect to E series shares, amendments to Company’s statute, deprivation of current shareholders of the pre-emption right with respect to E series shares, dematerialization of the E series shares and application to admit and introduce the E series shares to the regulated market, communicated by the Company by the current report No. 2/2013.

The conditional share capital increase by the amount not higher than 8.877,60 PLN was registered by the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register on 19 April 2012, as communicated by the Company by the current report No. 19/2013.

Following the issue of E series shares, the Company shall present applications to the National Depository of Securities S.A. and to the Warsaw Stock Exchange S.A. for registration of E series shares and their introduction to trading on a regulated market.
Series E Shares will be subject to non-disposal period of 18 months from the date of admission to trading on the basis of agreements concluded with the acquisition of shares.

Signatures of persons entitled to representation:

1. Elżbieta Donata Wiczkowska, Member of the Management Board, 9 May 2013
2. Aled Rhys Jones, Member of the Management Board, 9 May 2013

Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. would like to inform that on 25 April 2013 it received the judicial decision dated April 19, 2013 issued by the District Court for the Capital City of Warsaw in Warsaw 13th Commercial Division of the National Court Register which supplements the judicial decision of the said Court dated February 7, 2013. Under this decision the conditional increase of the share capital by the amount of up to 8,877.60 zlotys was registered at the National Court Register, adopted on the basis of resolution no 4 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. dated January 10, 2013 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 E to the regulated market, the content of which was provided by the Company in its current report no 2/2013.

Conditional increase of the share capital shall be effected in the form of issue of bearer shares series E with the nominal value of 10 gr (ten groszy) each, in the number not exceeding 88 776 (eighty eight thousand seven hundred seventy six). Conditional increase of the share capital shall be performed in order to enable persons who hold subscription warrants series B to exercise the right to take up no more than 88 776 Shares series E. Entitled persons shall be the members of the Company’s Management Board specified in the above resolution. Shares series E shall be created upon exercising by the above persons of their rights following from the subscription warrants series B, and this fact shall be communicated by the Company in a relevant current report.

In connection with the registration of the conditional increase of the share capital referred to above, the amendment to the provisions of Articles of Association of CELTIC PROPERTY DEVELOPMENTS S.A. was also registered, which consists in the deletion of the current § 4b and adding of § 4c of the Company’s Articles of Association with the following wording: “On the basis of resolution no 4 of the Extraordinary General Meeting of 10 January 2012 the share capital has been conditionally increased by the amount not exceeding 8,877.60 zlotys (in words: eight thousand eight hundred seventy seven 60/100 zlotys) by the issue of no more than 88 776 (in words: eighty eight thousand seven hundred seventy six) Company’s ordinary bearer shares series E, with the nominal value of 0.10 zlotys (in words: ten groszy) each and the total nominal value not exceeding 8,877.60 zlotys (in words: eight thousand eight hundred seventy seven 60/100 zlotys).”

In connection with the court registration of the above described changes, CELTIC PROPERTY DEVELOPMENTS S.A. provides the attached uniform wording of the Company’s Articles of Association which include the above changes, provided also in the current report no 2/2013 as included in the content of resolution no 5 of the Extraordinary General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. of 10 January 2013.

Legal basis: § 5 par. 1 subpar. 9 and § 38 par. 1 subpar. 2) of the regulation of the Minister of Finance on the current and periodic communications.

Signatures of persons entitled to representation:

1. Elżbieta Donata Wiczkowska, Member of the Management Board, 26 April 2013
2. Aled Rhys Jones, Member of the Management Board, 26 April 2013