STATEMENT ON THE APPLICATION OF CORPORATE

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1 Directors Report for 2014 Chapter V 1 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE 1. RULES OF CORPORATE GOVERNANCE BY WHICH THE COMPANY IS BOUND AND THE LOCATION WHERE THE TEXT OF THE SET OF RULES IS AVAILABLE TO THE PUBLIC In 2014, the Company applied the rules included in the document Code of Best Practice for WSE Listed Companies, adopted by the WSE Committee on 4 July 2007, as amended. The text of the corporate governance rules is publicly available on the website gov.gpw.pl/, which is the official website of the Warsaw Stock Exchange, and discusses the rules of corporate governance for the listed companies. 2. INFORMATION ON THE EXTENT TO WHICH THE COMPANY DIVERGED FROM THE RULES OF CORPORATE GOVERNANCE, SPECIFICATION OF SUCH PROVISIONS AND REASONS FOR NON COMPLIANCE In 2014, the Company fully applied most of the rules contained in the Code of Best Practice for WSE Listed Companies, except for the following rules, which are not applied consistently or temporarily or which are applied to a limited extent: Rule II.1.1 Publishing basic corporate documents, in particular internal regulations of the Company's governing bodies, on the corporate website. In the opinion of the Company's Management Board, internal documents, in particular the Company's organisational rules and regulations, the rules and regulations of the Supervisory Board and the Management Board and similar documents, stem from the Company's experience and constitute its property. For this reason, it is not in the Company's interest to disclose and make publicly known its internal organisational solutions, which are not legally required to be made available and, in certain situations, may be used against the Company's interest, e.g. by its competitors. The Company's Management Board does not recognise the need to publish the said documents on a website. The Company's shareholders have full access to the documents necessary to assess the activity of the Company and its governing bodies, such as quarterly reports, annual statements, Articles of Association and rules and regulations of the GSM. Where reasonable, in specific situations the Management Board may submit the basic internal regulations to the interested legal or natural persons who request such information in writing. Rule II.1.9a) Publishing an audio or video recording of the course of the general meeting on the website. The Company does not intend to record general meetings in audio or video form or to place the recordings on its website. In the opinion of Polnord, the documentation and course of the hitherto general meetings ensure transparency of the Company and protect the rights of all shareholders. Moreover, the content of the resolutions passed is presented by the Company in the form of current reports and published on the website, thanks to which the investors have an opportunity to get familiar with the issues discussed during the general meeting. The Company does not exclude the application of the above rule in the future. Rule II.1.11 and the related Rule III.2 Publishing information about the relation of Supervisory Board members with a shareholder representing at least 5% of votes at the Company's General Meeting on the website. The relevant information will be published on the website immediately after it is received from the members of the Supervisory Board. Rule III.6 At least two members of the Supervisory Board should meet the criteria of being independent from the Company and entities with significant connections with the Company.

2 Directors Report for 2014 Chapter V 2 The composition of the Company's Supervisory Board should reflect the Company's shareholding structure as adequately as possible, allowing for adequate and effective monitoring of the implementation of the Company's strategy and business model as well as proper protection of the interest of the shareholders. Detailed rules of appointing members of the Company s Supervisory Board have been presented under 4. Below. Rule IV.10 The Company should provide its shareholders with an opportunity to take part in the general meeting with the use of means of electronic communication, consisting in: 1) transmitting the general meeting in real time, 2) two way communication in real time, during which shareholders may speak in the course of the general meeting from a place other than the venue of the general meeting. In the opinion of the Management Board of the Company, the above rule is not and will not be applied due to logistics difficulties and technical and legal threat for proper and effective general meeting, in particular due to a real risk of technical disturbances making it impossible to conduct uninterrupted, two way communication with shareholders staying in places other than the meeting room. In the Company's opinion, the current rules related to participation in general meetings allow to properly and effectively exercise the rights resultant from shares and to sufficiently protect interests of all shareholders, including minority shareholders. Furthermore, the application of the rule mentioned above would generate additional costs on the part of the Company. However, the Company does not exclude the possibility of applying rule IV.10 in the future. Company's position on the recommendations contained in the first part of the Code of Best Practice for WSE Listed Companies. In reference to the first part of the recommendations of the Code of Best Practice for WSE Listed Companies, the Company s position is as follows: According to recommendation I.5, the Company should have a remuneration policy in place as well as rules for defining the policy. The remuneration of the members of the Company's Supervisory Board is specified by the General Meeting, while the remuneration of the members of the Management Board is determined by the Supervisory Board. The remunerations of the members of the Management Board are based on their duties, skills and responsibility in their position and the generated economic results. In addition, the Company publishes information on remuneration of managerial and supervisory staff in the annual report. According to recommendation I.9, the Company ensures a balanced proportion of women and men in the Management Board and the Supervisory Board. However, the appointment of the members of the Management Board and the Supervisory Board is the sole decision of the Company's Supervisory Board and General Meeting, respectively. For the appointment of the members of the Management Board and the Supervisory Board, the decisive criteria include knowledge, experience, competence and skills necessary in specific functions in the Company. Other factors, such as the sex of the candidate, are not among the above criteria. In reference to recommendation I.10, regarding the support for various forms of artistic and cultural expression, sports, education or science, the Capital Group promotes various social initiatives and sees them as a part of its development strategy and competitive advantage, and attempts to reach as many of the Capital Group's potential customers as possible in the markets where it operates. 3. OPERATION OF THE GENERAL MEETING AND ITS ESSENTIAL RIGHTS, RIGHTS OF THE SHAREHOLDERS AND THE MODE OF EXERCISING THESE RIGHTS The General Meeting may be ordinary or extraordinary. As the Company's governing body, it operates according to the mode and procedures defined in the provisions of the Commercial Companies Code, Articles of Association, the Company's rules of corporate governance and the provisions of the Rules and Regulations of the

3 Directors Report for 2014 Chapter V 3 General Meeting, adopted by way of Resolution No. 1/2010 of the 24th Extraordinary General Meeting of Polnord SA of , amended by Resolution No. 3/2013 of the 29th Extraordinary General Meeting of Polnord SA of The responsibilities of the General Meeting include: examining and approving the Company's management reports and financial statements, distributing profits and covering losses and allocating resources to the supplementary and reserve fund, granting discharge from liability for the fulfilment of their duties to the members of the Supervisory Board and the Management Board, appointing and dismissing Supervisory Board members, increasing or decreasing the share capital, amending the Company's Articles of Association, dissolution or liquidation of the Company, examining and deciding on requests submitted by the Supervisory Board, adopting the Rules and Regulations of the General Meeting, any other business stipulated by the provisions of the Commercial Companies Code. The Ordinary General Meeting takes place in the Company's registered office or in Warsaw and is convened by the Company's Management Board not later than six months after the end of each financial year, or by the Company's Supervisory Board, if the Management Board does not convene the Extraordinary General Meeting within the said term. Participation in the General Meeting is only possible for persons who are the Company's shareholders 16 days before the date of the General Meeting ( the Record Date ), provided that the shareholders provide the entity maintaining their securities account with a request for issuing a personal certificate regarding the right to participate in the General Meeting in the period between the announcement of convening the General Meeting and the first weekday following the Record Date, as well as shareholders whose shares, in the form of a document, are submitted in the Company's registered office not later than on the day of registering participation in the General Meeting and are not collected before the end of that day. Members of the Company's Management Board and Supervisory Board who are not shareholders may attend the General Meeting but do not have the right to take the floor. At the invitation of the Company's Management Board or Supervisory Board, other persons may participate in the meeting. The Company's Extraordinary General Meeting is convened, when required, by the Management Board, on its own initiative, or at the request of shareholders representing at least 1/20 of the share capital. The Extraordinary General Meeting may be also convened by: The Supervisory Board, if it deems it advisable, and by shareholders representing at least half of the share capital or at least half of the total votes in the Company. The General Meeting has a quorum irrespectively of the number of the represented shares, unless the provisions of the Commercial Companies Code stipulate otherwise. Resolutions are passed by an absolute majority of valid votes, unless the provisions of the Commercial Companies Code stipulate otherwise. The vote may take place using the traditional method, voting cards or using a computer system for casting and counting votes. The General Meeting is opened by the Chairman of the Supervisory Board or a person authorised by the Chairman, who immediately orders that a Chairman of the Meeting is appointed. After signing and checking the attendance list, the Chairman of the Meeting confirms that the General Meeting has been convened correctly and that it has a quorum, and presents the agenda, which is then subject to vote. The Chairman of the Meeting presides over the meeting according to the adopted agenda, universally binding provisions, the Company's Articles of Association, the adopted rules of corporate governance and the Rules and Regulations of General Meetings of Polnord SA. Without the consent of the General Meeting, the Chairman does not have the right to remove or change the sequence of any items on the agenda. The General Meeting may pass a resolution on

4 Directors Report for 2014 Chapter V 4 cancelling specific items from the agenda, and on changing the sequence of items on the agenda, except for removing an item included in the agenda at the request of a shareholder. During the General Meeting, the speakers may address only the issues included in the agenda and currently discussed. Every shareholder has the right to ask questions on every issue included in the agenda. The members of the Management Board and the Supervisory Board are obliged to provide answers and explanations to the asked questions, if it is relevant for the assessment of an issue on the agenda. A request regarding formal issues can be submitted by every shareholder. In formal issues, the Chairman of the Meeting allows the participants to speak out of order. Requests regarding formal issues mean requests regarding the procedure of the meeting and of the vote. The General Meeting adopts resolutions concerning issues included in the agenda, after voting. The vote is open, subject to the relevant provisions of the Articles of Association and the Commercial Companies Code. Resolutions adopted by the General Meetings are published on the website. 4. COMPOSITION, CHANGES IN THE PERIOD AND PRINCIPLES OF OPERATION OF THE COMPANY'S MANAGING AND SUPERVISORY BODIES AND THEIR COMMITTEES Supervisory Board of the Company As at , the Company's Supervisory Board was composed of: Andrzej Podgórski President of the Supervisory Board Piotr Nadolski Vice President of the Supervisory Board Marcin Dukaczewski Member of the Supervisory Board Maciej Grelowski Member of the Supervisory Board Artur Jędrzejewski Member of the Supervisory Board Piotr Chudzik* Member of the Supervisory Board Zygmunt Roman Member of the Supervisory Board *a member of the Supervisory Board who meets the independence criteria indicated in Annex II to the Recommendation of the European Commission of on the role of non executive or supervisory directors of listed companies and on the committees of the (supervisory) board and referred to in Article 13(5) of the Company s Articles of Association.

5 Directors Report for 2014 Chapter V 5 Changes in the composition of the Company's Supervisory Board in 2014: In 2014, the following changes took place: Date Description of the event Name and surname Dismissal of all the Members of the Supervisory Board The Extraordinary General Shareholders Meeting made changes in the composition of the Supervisory Board of the Company. To enable the appointment of the Supervisory Board of the Company following the mode and principles set forth in 13(2) of the Company s Articles of Association, the Extraordinary General Shareholders Meeting of the Company changed the composition of the Supervisory Board. Dismissed members: Appointment of three Members of the Supervisory Board Prokom Investments SA with its registered office in Gdynia, acting pursuant to 13(2)(a) of the Company s Articles of Association, appointed the following members: Appointment of four Members of the Supervisory Board The remaining shareholders present at the Extraordinary Shareholder s Meeting, except Prokom Investments SA with its registered office in Gdynia and its affiliates and entities acting in concert with that company, representing 25.89% of the total number of votes in the Company, acting pursuant to Article 13(2)(b) of the Company s Articles of Association out of four candidates proposed by shareholders representing at least 1% of the Company s share capital, appointed: Piotr Chudzik, Maciej Grelowski, Marcin Dukaczewski, Artur Jędrzejewski, Piotr Nadolski, Andrzej Podgórski, Zygmunt Roman Andrzej Podgórski as President of the Supervisory Board, Marcin Dukaczewski, Maciej Grelowski Piotr Nadolski as Vice President of the Supervisory Board, Piotr Chudzik who meets the independence criteria indicated in Annex II to the Recommendation of the European Commission of on the role of non executive or supervisory directors of listed companies and on the committees of the (supervisory) board and referred to in 13(5) of the Company s Articles of Association, Artur Jędrzejewski and Zygmunt Roman The current three year term of office of the Supervisory Board began on and will end on the day of the General Meeting approving the financial statements of the Company for Principles of operation of the Supervisory Board According to the Company's Articles of Association, the Supervisory Board is composed of five to seven members, appointed during the General Meeting in accordance with the following principles: a) Prokom Investments SA with its registered office in Gdynia shall appoint three members of the Supervisory Board, including the Chairman; b) other shareholders representing jointly at the General Meeting not less than 15% of the total number of votes in the Company shall appoint four members of the Supervisory Board, including the Vice Chairman from among the candidates proposed by shareholders representing at least 1% of the Company's share capital, save that Prokom Investments SA with its registered office in Gdynia, its affiliates and entities acting in concert with it shall have no right to propose candidates or vote on the appointment of members of the Supervisory Board in accordance with this item b).

6 Directors Report for 2014 Chapter V 6 If Prokom Investments SA with its registered office in Gdynia together with affiliates and entities acting in concert with it does not have at the General Meeting votes in the number corresponding to at least 15% of the total number of votes in the Company or any shareholder has a number of votes exceeding 33% of the total number of votes in the Company, all members of the Supervisory Board shall be appointed in accordance with the general principles and the rules specified in item a) and item b) above shall not apply. If the shareholders referred to in item b) above represent at the General Meeting less than 15% of the total number of votes in the Company, no members of the Supervisory Board shall be elected and the Management Board shall immediately convene another General Meeting in order to appoint members of the Supervisory Board. The term of office of the current Supervisory Board, subject to Article 386(2) in conjunction with Article 369(4) of the Commercial Companies Code shall be extended in such a case until the date of such next General Meeting. If at the next General Meeting the shareholders referred to in item b) above represent again less than 15% of the total number of votes in the Company, all members of the Supervisory Board shall be appointed in accordance with the general principles and the rules specified in item a) and item b) shall not apply. If the shareholders referred to in item b) above appoint fewer than four members of the Supervisory Board, the Management Board shall promptly convene another General Meeting to appoint other members of the Supervisory Board. If at the next General Meeting the shareholders referred to in item b) above do not appoint other members of the Supervisory Board, such other members of the Supervisory Board shall be appointed in accordance with the general principles and may be appointed at the same General Meeting while the rules specified in item a) and item b) above shall not apply. In the case of resignation of any member of the Supervisory Board, the Management Board shall promptly convene the General Meeting in order to appoint in its place a new member of the Supervisory Board in accordance with the principles set out above. Actions undertaken by the Supervisory Board shall be valid provided that the Supervisory Board consists of at least 5 persons. According to 13(10), in connection with 10(4) of the Articles of Association, the mandate of a Supervisory Board member expires, at the latest, on the day of the General Meeting approving the financial statements for the last financial year in which the member held the post of a Supervisory Board member except for the situation referred to above, where the term of office of the current Supervisory Board is extended. The Supervisory Board operates under the provisions of the Commercial Companies Code, the provisions of the Company's Articles of Association and the Rules and Regulations of the Supervisory Board, which specifies its organisation and activities, and according to the Code of Best Practice for WSE Listed Companies. The Supervisory Board supervises the Company in all areas of its operation. The Supervisory Board passes resolutions or issues statements on matters within its scope of competence, according to the Company's Articles of Association and under the procedure stipulated by the provisions of the Articles of Association or the applicable legal regulations. The Supervisory Board holds its meetings regularly during the year. In addition, according to Article 388(3) of the Commercial Companies Code and 17(2) and (3) of the Company's Articles of Association, the Supervisory Board passes resolutions by way of a correspondence vote (in writing) or using means of direct telecommunication. The Management Board provides the Supervisory Board with exhaustive information on all important matters regarding the Company's operation.

7 Directors Report for 2014 Chapter V 7 Audit Committee As at , the Audit Committee was composed of: AUDIT COMMITTE Piotr Chudzik Chairman of the Committee Marcin Dukaczewski Vice Chairman of the Committee Artur Jędrzejewski Member of the Committee In 2014, the composition of the Audit Committee changed as follows: Date Description of the event Name and surname until The Composition of the Audit Committee functioned pursuant to the Resolution No. 15/2013 of the Supervisory Board as of and upheld by the Resolution No. 18/2013 of the Supervisory Board as of Maciej Grelowski as the Chairman of the Committee, Piotr Chudzik as the Vice Chairman of the Committee and Marcin Dukaczewski as the Member of the Committee The Supervisory Board dismissed the existing composition of the Audit Committee and then, appointed the new Committee. Piotr Chudzik as the Chairman of the Committee, Marcin Dukaczewski as the Vice Chairman of the Committee and Artur Jędrzejewski as the Member of the Committee. Piotr Chudzik is the member of the Audit Committee fulfilling the requirements of being independent and holding qualifications in accounting and auditing, as stipulated by the Act on statutory auditors, their professional associations, entities authorised to audit financial statements and on public supervision of Within the scope of responsibilities of the Committee are advisory and consultancy tasks in the area of competence of the Supervisory Board, in relation to the fields, as described below, in which the Company and to the extent permitted by the law Polnord Capital Group operates: a. financial reporting process, b. financial planning annual and quarterly, c. implementation of financial plans submitted to the Supervisory Board, d. examination of financial statements by the statutory auditor, e. system for internal and external control, including internal audit f. system for risk management. The scope of responsibilities of the Audit Committee can include other tasks ordered by the Supervisory Board.

8 Directors Report for 2014 Chapter V 8 Management Board of the Company As at , the Parent Company's Management Board was composed of: MANAGEMENT BOARD Piotr Wesołowski President of the Management Board Tomasz Sznajder Vice President of the Management Board According to the Company's Articles of Association, the Company s Management Board can be composed of two to six members, appointed for a joint three year term of office. On , the Company s Supervisory Board appointed the current Company s Management Board for another three year term of office, i.e. Mr. Piotr Wesołowski and Mr. Tomasz Sznajder. Mr. Piotr Wesołowski was chosen to act as President of the Management Board and Mr. Tomasz Sznajder as Vice President of the Management Board. Principles of operation of the Management Board, including principles for appointing and dismissing management staff, and the rights of management staff The Company's Management Board operates based on the provisions of the Commercial Companies Code, the provisions of the Company's Articles of Association and the Code of Best Practice for WSE Listed Companies. The Management Board is the Company's executive body; it manages the Company and represents it before third parties. All members of the Management Board are obliged and entitled to jointly manage the Company's affairs. The Management Board has the right to make all decisions that are not reserved for other bodies of the Company. The Management Board is obliged to manage the Company's assets and affairs with due diligence required in business, to observe the law, the provisions of the Company's Articles of Association and the resolutions adopted by the General Meeting and the Supervisory Board, as part of their responsibilities. The rules for appointing the Company's Management Board are specified in Article 368(3) and (4) of the Commercial Companies Code and (10)(2) of the Company's Articles of Association. The Management Board may be appointed from among the shareholders or include other people. The Supervisory Board appoints the President of the Management Board and, at his request, other members of the Management Board. The mandate of a member of the Management Board expires, at the latest, on the day on which the General Meeting approves the financial statements for the last full financial year in which they performed the duties of a member of the Management Board. According to the Company's Articles of Association, the Management Board may be composed of two to six members, appointed for a joint three year term of office. The number of Management Board members is specified by the Supervisory Board. During the meeting held on , the Company's Supervisory Board appointed the Management Board for another joint three year term of office. Representations and signing on behalf of the Company require joint action by two members of the Management Board or joint action of a member of the Management Board and a proxy. Resolutions of the Management Board

9 Directors Report for 2014 Chapter V 9 are adopted by an absolute majority of votes. In the case of a tied vote, the President of the Management Board has the decisive vote. A member of the Management Board, pursuant to Article 370(1) of the Commercial Companies Code and 10(5) of the Company s Articles of Association, may be dismissed or suspended by the Supervisory Board at any time for valid reasons. 5. DESCRIPTION OF THE MAIN CHARACTERISTICS OF THE COMPANY'S INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE PROCESS OF PREPARING FINANCIAL STATEMENTS To ensure reliability of the produced financial statements, the Company has implemented an internal control and risk management system, and continues to develop it. This system includes the following areas: Controlling, Accounting, Reporting and consolidation, Financial forecasts and analyses. As part of the internal control and risk management system, the Company has implemented a number of organisational solutions and procedures by introducing corporate standards that ensure the effectiveness of control, identification and elimination of risks. These solutions include: Organisational and financial separation of property development projects by establishing special purpose vehicles; Standardising the Accounting Policy, reporting principles and accounting records in the Capital Group; Using an organised financial reporting model for internal and external requirements; Clear designation of duties and responsibilities of financial staff, middle and senior management; Regular and formal verification of budget assumptions and financial forecasts; Having the financial statements reviewed and audited by a statutory auditor. The preparation of financial statements and current management reporting of the Company is the responsibility of highly qualified employees of the financial and accounting department. By creating the opportunity to participate in specialist training and higher education, the Company ensures that its employees constantly improve their qualifications, are familiar with the latest requirements imposed by external regulations, as well as solutions and tools used in the general area of finance. In the process of preparing its financial statements, the Company uses dedicated IT tools which allow for constant monitoring of accounting operations and controlling calculations. The main IT systems used in the Capital Group include: Integrated IT system for recording transactions according to the accounting policy adopted by the Company (Asseco Softlab ERP); Electronic circulation log for purchase invoices; Calculation package for property development investments, including the budget of an investment (revenue, costs and cash flow) and its performance; Consolidation package for preparing the Capital Group's financial statements. From the perspective of minimising the risk of an error and the reliability of the produced financial statements, the Company's Controlling Department plays a key role in the Capital Group; in cooperation with the Company's middle and senior management staff and governing bodies of the Capital Group's companies, it verifies, reconciles and consolidates basic financial data regarding the Capital Group's property development investments. The reporting system developed is a tool which allows the Company's Management Board to regularly obtain information supporting the decision making process regarding the executed property development projects and

10 Directors Report for 2014 Chapter V 10 key business areas, and to identify risks which should be disclosed in the financial statements. It includes cyclical reports on costs, sales and stages of completion of individual projects. According to the applicable laws, the Company's financial statements are reviewed or audited by an independent statutory auditor who is confirmed to have high qualifications. The independent statutory auditor is selected by the Company's Supervisory Board, based on an authorisation of the General Meeting. 6. SHAREHOLDERS HOLDING, DIRECTLY OR INDIRECTLY THROUGH SUBSIDIARIES, SIGNIFICANT BLOCKS OF SHARES According to the Company s knowledge, as at , the following shareholders held shares vested with at least 5% of votes at the General Meeting: Shareholder Number of shares/votes Nominal value of shares [PLN] % of capital/votes Prokom Investments SA in Gdynia* 7,047,039 14,094, % Pioneer Pekao Investment Management SA in Warsaw (all customers of PPIM)** 3,119,628 6,239, % SEB Asset Management SA 1,752,593 3,505, % Others shareholders in total 20,713,767 41,427, % TOTAL 32,633,027 65,266, % *together with Osiedle Wilanowskie Sp. z o.o. in Gdynia (subsidiary of Prokom Investments SA) **of which Pioneer Fundusz Inwestycyjny Otwarty holds 2,858,188 shares in the share capital of the Company, corresponding to 2,858,188 votes, representing 8.76% of the total number of votes and in the capital In 2014, the following changes in the Company's shareholding took place: Date of notification to the Company Name of entity notifier Description of the event Increase in shareholding to the level of 5.37% of the total number of votes at the General Meeting SEB Asset Management SA The above change is due to the acquisition of the Company's shares on Upon the change in the shareholding, SEB Asset Management SA holds 1,752,593 shares in the share capital of the Company, corresponding to 1,752,593 votes, representing 5.37% of the share capital of the Company and 5.37% of the total votes at the general meeting.

11 Directors Report for 2014 Chapter V Templeton Asset Management Ltd. with its registered office in Singapore indirect subsidiary of Franklin Resources Inc. Decrease of the share of clients and funds managed by Templeton Asset Management Ltd. in the total number of votes in the Company by approx. 2% and the decrease of the share held by Templeton Emerging Markets Investment Trust, with its registered office in the United Kingdom, and a drop below the 10% threshold in the overall number of votes in Polnord. The above change was caused by the sale of 400,000 Polnord shares by Templeton Emerging Markets Investment Trust which took place on Upon concluding the transaction of the Company shares sale, the customers and funds managed by Templeton Asset Management Ltd. held a total of 2,893,477 of the Company's shares, of which 2,893,477 shares were held by Templeton Emerging Markets Investment Trust, which represented 8.87% of the share capital and were vested with 2,893,477 votes, accounting for 8.87% in the overall number of votes in the Company Templeton Asset Management Ltd. with its registered office in Singapore indirect subsidiary of Franklin Resources Inc. Change in the share of the clients and funds managed by Templeton Asset Management Ltd. in the total number of votes in the Company and the drop below the 5% threshold in the overall number of votes in Polnord by Templeton Emerging Markets Investment Trust, with its registered office in the United Kingdom. The above change was caused by the sale of 139,911 Polnord shares by Templeton Emerging Markets Investment Trust which took place on Upon concluding the transaction of the Company shares sale, the customers and funds managed by Templeton Asset Management Ltd. hold a total of 1,492,920 of the Company's shares, out of which 1,492,920 shares are held by Templeton Emerging Markets Investment Trust, which represent 4.57% of the share capital and are vested with 1,492,920 votes, accounting for 4.57% in the overall number of votes in the Company Prokom Investments SA Increase in direct shareholding to the level of 21.08% and indirect shareholding to the level of 25.70% of the total votes at the general meeting. The above change was caused by the acquisition of 428,387 Company shares, on the basis of two civil law contracts concluded with third parties on As a result of the acquisition of the Company shares, Prokom holds: directly 6,879,803 shares in the Company s share capital, vested with 6,879,803 votes, which represent 21.08% of the Company s share capital and 21.08% in the overall number of votes, and indirectly together with Osiedle Wilanowskie a total of 8,388,295 Company shares, vested with 8,388,295 votes, which represent 25.70% of the Company s share capital and 25.70% in the overall number of votes.

12 Directors Report for 2014 Chapter V Prokom Investments SA Decrease in indirect shareholding to the level of 21.59% of the total number of votes at the general meeting. The above change was caused by the acquisition of 1,341,256 Company shares by PKO BP SA from Osiedle Wilanów Sp. z o.o. ( OW ) subsidiary of Prokom Investments SA ( Prokom ). The acquisition of shares took place on the basis of agreements of registered pledge concluded by and between OW and PKO BP SA on and As a result of the acquisition of the Company shares, Prokom holds: directly 6,879,803 shares in the Company s share capital, vested with 6,879,803 votes, which represent 21.08% of the Company s share capital and 21.08% in the overall number of votes, and indirectly together with OW a total of 7,047,039 Company shares, vested with 7,047,039 votes, which represent 21.59% of the Company s share capital and 21.59% in the overall number of votes. On , the Company received a declaration dated from Prokom Investments SA with its registered office in Gdynia ( Prokom ), stating that Prokom together with its subsidiary i.e. Osiedle Wilanowskie Sp. z o.o. with its registered office in Gdynia intended to sell all of the stakes of Polnord held by them. The above decision was made taking into consideration: the analyses of possible strategic options for Prokom, in relation to the Company stakes being held, and the interest declared by strategic and financial investors in purchasing the Company stakes held directly and indirectly by Prokom. In the above process, IPOPEMA Securities SA is the financial advisor of Prokom. The process of acquiring a new investor for the Company carried out by IPOPEMA Securities SA is particularly focused on strategic investors and financial investors specialized in real estate investments, who confirmed their interest in participating in the transaction of purchasing all of the stakes of Polnord held directly and indirectly by Prokom. Final decision on the sale of the Polnord shares will depend on the possibility of obtaining favourable economic conditions for the transaction. 7. HOLDERS OF SECURITIES VESTED WITH SPECIAL RIGHTS OF CONTROL The Company did not issue any securities vested with special rights to control the Company. 8. LIMITATIONS REGARDING THE RIGHT TO VOTE, SUCH AS A RESTRICTED RIGHT TO VOTE BY HOLDERS OF A SPECIFIC SHARE OR NUMBER OF VOTES, TIME RESTRICTIONS ON THE RIGHT TO VOTE OR PROVISIONS UNDER WHICH, IN COOPERATION WITH THE COMPANY, CAPITAL RIGHTS LINKED TO SECURITIES ARE SEPARATED FROM THE HOLDING OF SECURITIES In the Company, there are no limitations regarding the right to vote, such as a restricted right to vote by holders of a specific share or number of votes, time restrictions on the right to vote or provisions under which, in cooperation with the Company, capital rights linked to securities are separated from the holding of securities. 9. RESTRICTIONS ON THE TRANSFER OF THE OWNERSHIP TITLE TO THE COMPANY'S SECURITIES According to Article 337 of the Commercial Companies Code, in connection with 8(1) of the Company's Articles of Association, the Company's shares may be transferred without any limitations.

13 Directors Report for 2014 Chapter V 13 The only limitations introduced by the Company on the transfer of the ownership title to the Company's securities involve the subscription warrants issued under the Management Options Programme. According to the provisions of Resolution No. 2/2013 of the 28 th Extraordinary General Meeting (EGM) of Polnord SA of on the issue of subscription warrants without the pre emptive right for the existing shareholders, the subscription warrants are non transferable. The Company did not introduce any restrictions on exercising the right of vote. 10. RULES FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION The Company's Articles of Association is amended according to Article 430(1) of the Commercial Companies Code and 22(1)(6) of the Company's Articles of Association, by way of a resolution of the Company's General Meeting. At least 26 days before the Company's General Meeting is held, the Company's Management Board, in the announcement on convening the General Meeting pursuant to Article of the Commercial Companies Code, presents the text of the draft amendments to the Company s Articles of Association and the existing provisions to be amended, pursuant to Article 402(2) of the Commercial Companies Code. In addition, after the Company's General Meeting adopts the amendments to the Articles of Association, every amendment, in order to be valid, must be entered into the register of entrepreneurs of the National Court Register maintained by the court competent for the Company's registered office; this entry is made at the request submitted, according to Article 430(2) of the Commercial Companies Code, by the Management Board not later than three months after the day when the General Meeting adopted the resolution. Once registered, every amendment to the Company's Articles of Association is published in the Polish Official Gazette (Monitor Sądowy i Gospodarczy).

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