POLNORD S.A. EXTRAORDINARY SHAREHOLDERS MEETING CONVENED FOR 7 NOVEMBER 2011 POWER OF ATTORNEY SPECIMEN

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1 POLNORD S.A. EXTRAORDINARY SHAREHOLDERS MEETING CONVENED FOR 7 NOVEMBER 2011 POWER OF ATTORNEY SPECIMEN I, the undersigned, First and last name... Company... Position... Address... and First and last name... Company... Position... Address... declare that (first and last name/company of the shareholder) ( Shareholder ) holds.. (number) of ordinary bearer shares of Polnord S.A. with the registered seat in Gdynia ( Company ) and hereby grant the power of attorney to: Mr./Ms., holding a passport/id card/other official identification document.., or (name of the entity), with the registered seat in.. and the address:.., to represent the Shareholder during the Extraordinary Shareholders Meeting of the Company, convened for 7 November 2011 at 1:00 p.m. in Gdynia at 35/37 Ślaska St. conference room ( Extraordinary Shareholders Meeting ), and in particular to take part and the floor during the Extraordinary Shareholders Meeting, sign the attendance list and vote on behalf of the Shareholder in accordance with the instruction as regards the manner of voting contained below / at the attorney's discretion *. (signature) Locality:... Date:... (signature) Locality:... Date:... * cross out as appropriate 1

2 Identification of the Shareholder IMPORTANT INFORMATION: In order to identify the Shareholder who grants the power of attorney, the following documents should be attached to this letter of attorney: (i) (ii) in the case of a shareholder being natural person a copy of ID card, passport or other official document confirming identity of the shareholder; or in the case of a shareholder other than natural person a copy of an excerpt from the relevant register or other document confirming the power of attorney of the natural person (natural persons) to represent the Shareholder during the Extraordinary Shareholders Meeting (e.g. continuous chain of powers of attorney). In the case of doubts with regard to the authenticity of copies of the documents abovementioned, the Management Board of the Company reserves the right to demand, on the occasion of preparation of the attendance list, the production of: (i) (ii) in the case of a shareholder being natural person a copy certified as a true copy of the original document by a notary public or other entity authorised to certify a copy of ID card, passport or other official document confirming identity of the shareholder as a true one; or in the case of a shareholder other than natural person the original or a copy certified as a true copy of the original document by a notary public or other entity authorised to certify a copy of excerpt from relevant register or other official document confirming power of attorney of the natural person (or persons) to represent the shareholder during the Extraordinary Shareholders Meeting as a true one (e.g. continuous chain of powers of attorney). Identification of the attorney In order to identify the attorney, the Management Board reserves the right to demand from the attorney to produce, at occasion of preparation of the attendance list: (iii) (iv) in the case of an attorney being natural person a copy of their ID card, passport or other official document confirming identity of the attorney; or in the case of an attorney other than natural person the original or a copy certified as a true copy of the original document by a notary public or other entity authorised to certify a copy of excerpt from relevant register or other official document confirming power of attorney of the natural person (persons) to represent the attorney during the Extraordinary Shareholders Meeting as a true one (e.g. continuous chain of powers of attorney). PLEASE BE ADVISED THAT IN THE CASE OF DISCREPANCIES BETWEEN THE DATA OF THE SHAREHOLDER INDICATED IN THE LETTER OF ATTORNEY AND THE DATA CONTAINED IN THE LIST OF SHAREHOLDERS PREPARED ON THE BASIS OF REGISTER RECEIVED FROM THE ENTITY RUNNING THE DEPOSITORY FOR SECURITIES (KRAJOWY DEPOZYT PAPIERÓW WARTOŚCIOWYCH S.A.) AND DELIVERED TO THE COMPANY IN LINE WITH THE ART OF THE COMMERCIAL COMPANIES CODE, THE SHAREHOLDER MAY BE NOT ALLOWED TO PARTICIPATE IN THE EXTRAORDINARY SHAREHOLDERS MEETING. PLEASE BE INFORMED THAT THE COMPANY DOES NOT IMPOSE THE OBLIGATION TO GRANT THE POWER OF ATTORNEY WITH USE OF THIS FORM. 2

3 RESERVATIONS 1) This form does not serve the purpose of verification of the manner of voting performed by the attorney on behalf of the shareholder. 2) This form does not replace the power of attorney granted to the attorney by the shareholder. 3) It is not mandatory for the shareholder to use the form rendered available by the Company and it is not necessary for the attorney to present this form at the Extraordinary Shareholders Meeting in order to cast a vote. 4) The shareholder has the right, but is not obliged, to use the form. It is up to the decision of the shareholder, in what manner their attorney exercises the right to vote. THE FORM ENABLING TO EXERCISE THE RIGHT TO VOTE BY THE ATTORNEY This form constitutes a supporting material as regards casting vote by (first and last name/company of the attorney), authorised to represent (first and last name/company of the shareholder) ( Shareholder ) during the Extraordinary Shareholders Meeting to be held on 7 November 2011 at 1:00 p.m. at 35/37 Śląska St., conference room, Gdynia, on the basis of the power of attorney granted on (date). ITEM 1 OF THE AGENDA ELECTION OF THE CHAIRPERSON OF THE COMPANY S EXTRAORDINARY SHAREHOLDERS MEETING SESSION For 3

4 ITEM 3 OF THE AGENDA ADOPTION OF THE EXTRAORDINARY SHAREHOLDERS MEETING AGENDA AND THE APPLICABLE REGULATIONS ON GENERAL SHAREHOLDERS MEETING SESSIONS For ITEM 4 OF THE AGENDA ADOPTION OF RESOLUTION ON THE TRANSFER BY POLNORD OF AN ORGANISED GROUP OF TANGIBLE AND INTANGIBLE ASSETS OF POLNORD S.A., INCLUDING A TEAM OF EMPLOYEES, JOINTLY THE MARKETING BRANCH IN WARSAW, CONSTITUTING AN ORGANISED PART OF THE ENTERPRISE POLNORD, TO THE COMPANY POLNORD MARKETING SP. Z O.O. (Draft Resolution attachment no. 1) For ITEM 4 OF THE AGENDA ADOPTION OF RESOLUTION ON THE TRANSFER BY POLNORD OF AN ORGANISED GROUP OF TANGIBLE AND INTANGIBLE ASSETS, INCLUDING A TEAM OF EMPLOYEES, JOINTLY THE INVESTMENT PROPERTIES BRANCH IN WARSAW, CONSTITUTING AN ORGANISED PART OF THE ENTERPRISE POLNORD, TO THE COMPANY UNDER THE NAME POLNORD NIERUCHOMOŚCI INWESTYCYJNE SP. Z O.O. (Draft Resolution attachment no. 2) For ITEM 5 OF THE AGENDA ADOPTION OF RESOLUTION ON THE CHANGES IN THE SUPERVISORY BOARD'S COMPOSITION. (Draft Resolution attachment no. 3) 4

5 For On behalf of Shareholder: (signature) Locality:... Date:... (signature) Locality:... Date:... EXPLANATIONS The shareholders are asked to provide instructions by entering "X" in the proper field. If the 'other' field is checked, the shareholders are asked to specify in detail in this field the instruction concerning the attorney s right to cast a vote. If the shareholder decides to vote with a different number of shares, the shareholder is asked to indicate in the relevant field the number of shares, with which the attorney should vote 'for', 'against' or 'abstain'. If no number of shares is indicated it is assumed that the attorney is authorised to vote in the indicated manner with all shares held by the shareholder. The draft resolutions planned to be adopted in respective items of the agenda constitute attachments hereto. Please be informed that the resolution drafts attached hereto may differ from the resolution drafts submitted for voting during the Extraordinary Shareholders Meeting. In order to avoid doubts as regards the manner of the attorney s voting in such cases, we recommend specifying in 'other' field the preferred behaviour of the attorney in such situation. 5

6 Attachment no. 1 Draft Resolution No. 1 / 2011 Resolution of the 25th Extraordinary Shareholders Meeting of POLNORD Joint-stock Company in Gdynia of 7 th November 2011 on the transfer by Polnord of an organised group of tangible and intangible assets of POLNORD S.A., including a team of employees, jointly the Marketing Branch in Warsaw, constituting an organised part of the enterprise Polnord, to the company POLNORD MARKETING Sp. z o.o. Based on Art. 393 item 3 of the Commercial Companies Code and 22 section 1 of the Company's Articles of Association, 25 th Extraordinary Shareholders Meeting hereby resolves as follows: 1 1. The Extraordinary Shareholders Meeting agrees for the transfer of an organised group of tangible and intangible assets, including a team of employees, earmarked for conducting marketing activity and activity related to it, assigned to the Marketing Branch in Warsaw, constituting an organised part of the enterprise POLNORD S.A. by POLNORD SA, to the company under the name POLNORD MARKETING Sp. z o.o. with its registered office in Warsaw - as an in-kind contribution for the purpose of covering the shares taken up in the increased equity of POLNORD MARKETING Sp. z o.o. 2. Group of assets mentioned in section 1 above, covers in particular: receivables and liabilities of POLNORD S.A. connected with the realisation of tasks of the Marketing Branch in Warsaw; fixed assets and equipment (computers and licences for the software, furniture, office materials and equipment, telephones, etc.); trade agreements; sponsoring agreements; consumer research methodology; separate strategy and business aims; operating budget and marketing plans; internal procedures regulating the functioning of the Branch; trade mark POLNORD and logotypes of the selected housing investments and their copyrights to which the Company is entitled; stocks (e.g. advertising materials), auxiliary advertising materials; materials regarding realised/ not realised marketing actions, advertising actions, e-marketing; Branch s know-how in the form of Power Point presentations, documents and accounting software concerning the Branch; selected team of employees; as well as rights and obligations resulting from the lease of office area earmarked for the Branch s activity. 2 The Resolution comes into force as of the day of its adoption. 6

7 Attachment no. 2 Draft Resolution No. 2 / 2011 of the 25th Extraordinary Shareholders Meeting of POLNORD Joint-stock Company in Gdynia of 7 th November 2011 on the transfer by Polnord of an organised group of tangible and intangible assets, including a team of employees, jointly the Investment Properties Branch in Warsaw, constituting an organised part of the enterprise Polnord, to the company under the name POLNORD NIERUCHOMOŚCI INWESTYCYJNE Sp. z o.o. Based on the art. 393 item 3 of the Commercial Companies Code and 22 section 1 item 10 of the Company's Articles of Association, the 25 th Extraordinary Shareholders Meeting hereby resolves as follows: 1 1. The Extraordinary Shareholders Meeting agrees for the transfer by POLNORD SA of an organised group of tangible and intangible assets, earmarked for conducting investment property management activity within the scope of investment properties management and activity related to it, attributed to the Investment Property Branch in Warsaw, constituting an organised part of the enterprise POLNORD S.A., to the company under the name POLNORD NIERUCHOMOŚCI INWESTYCYJNE Sp. z o.o. with its registered office in Warsaw - as an in-kind contribution for the purpose of covering the shares taken up in the increased equity POLNORD NIERUCHOMOŚCI INWESTYCYJNE Sp. z o.o. 2. The group of assets mentioned in section 1 above covers in particular: legal titles (ownership right and right to land use in perpetuity) to investment properties; receivables and liabilities of the Company connected with the realisation of tasks of the Investment Properties Branch in Warsaw (among others on supplies and services towards affiliated and non-affiliated entities in the part connected with the Branch s activity, on remuneration); fixed assets (equipment, including furniture, office materials, IT equipment and related software, telephones, etc.); know-how in the form of market analyses, applications for administrative decisions and administrative decisions concerning investment properties (among others legal, geodesic, infrastructural needs, absorbency research); all documentation regarding investment properties, a separate strategy, business aims and operating budget; internal procedures regulating the functioning of the Branch; business and service agreements, investment properties lease agreements; documents and accounting software concerning the Branch; a selected team of employees; as well as rights and obligations resulting from the lease of office area earmarked for the Branch s activity. 2 The Resolution comes into force as of the day of its adoption. 7

8 Attachment no. 3 Draft Resolution No. 3 / 2011 of the 25th Extraordinary Shareholders Meeting of POLNORD Joint-stock Company in Gdynia of 7 th November 2011 on the changes in the Supervisory Board's composition Based on 22 section 1 item 4 and 13 section 1 of the Company's Articles of Association, 25 th Extraordinary Shareholders Meeting hereby resolves as follows: 1 1. The new number of members of the Supervisory Board is hereby established as equal [ ] 2. Mr./Ms.[ ] is appointed to the position/dismissed from the position of a Member of the Supervisory Board. 3. Mr./Ms.[ ] is appointed to the position/dismissed from the position of a Member of the Supervisory Board. 2 The Resolution comes into force as of the day of its adoption. 8